NAKA · Nakamoto Inc.

This amended 8-K filing provides the audited financial foundation for Nakamoto Inc.'s recently completed acquisitions of BTC Inc. and UTXO Management GP, LLC. The filing reveals two profitable, growing businesses that have been integrated into Nakamoto's structure. BTC Inc., a Bitcoin media and events company, demonstrated strong operational performance in 2025 with revenue more than doubling to $66.0 million and net income increasing to $14.8 million, driven primarily by its flagship Bitcoin Conference which saw attendance grow significantly. The company improved its gross margin to 67.9% and reversed from an operating loss to substantial operating income of $19.4 million. UTXO Management GP, LLC, a fund manager focused on Bitcoin ecosystem investments, also showed strong growth with net income of $11.0 million in 2025, up from $5.0 million in 2024, driven by increased assets under management and performance fees from its 210k Capital fund. The unaudited pro forma financial information presents a combined entity with $763.7 million in total assets as of December 31, 2025, but a pro forma net loss of $51.8 million for the year, reflecting Nakamoto Inc.'s historical losses from digital asset valuation changes and acquisition costs. The preliminary purchase price allocations indicate significant intangible assets and goodwill from the acquisitions, suggesting strategic value beyond tangible assets. The transaction structure involved all-stock consideration based on Nakamoto's share price of $0.25 as of February 19, 2026, with additional shares probable of being issued post-closing.