SEC Form POSASR filed by Nakamoto Inc.

As filed with the Securities and Exchange Commission on March 27, 2026

Registration No. 333-290248

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 2 TO

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

NAKAMOTO INC.

(Exact name of registrant as specified in its charter)

300 10th Ave South,

Nashville, TN 37203

(615) 676-8668

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David Bailey

Chief Executive Officer

Nakamoto Inc.

300 10th Ave South,

Nashville, TN 37203

(615) 676-8668

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Lynwood E. Reinhardt

Michael S. Lee

Katherine E. Geddes

Reed Smith LLP

2850 N. Harwood Street, Suite 1500

Dallas, TX 75201

Telephone: (469) 680-4220

Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the registration statement on Form S-3 (File No. 333-290248) (“Post-Effective Amendment No. 2”) of Nakamoto Inc. (formerly known as Kindly MD, Inc.) (the “Company,” “we,” “us,” “our”) filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2025, as supplemented by that certain Prospectus Supplement, filed with the SEC on September 26, 2025 and that certain Post-Effective Amendment No. 1, filed with the SEC on December 5, 2025 (collectively, the “Registration Statement”) is being filed because the Company will no longer be a “well-known seasoned issuer” (as such term is defined in Rule 405 of the Securities Act of 1933, as amended (the “Securities Act”)), when it files its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Pursuant to interpretive guidance published by the SEC’s Division of Corporation Finance, the Company is filing this Post-Effective Amendment No. 2 for the purpose of including disclosure to the Registration Statement required for a registrant other than a well-known seasoned issuer and makes certain other amendments.

PROSPECTUS

438,607,381 Shares of Common Stock

61,704,975 Shares of Common Stock Underlying Pre-Funded Warrants

This prospectus relates to the offer and resale by the selling stockholders identified herein, or their permitted transferees (the “Selling Stockholders”), of up to (i) 351,479,288 shares (the “PIPE Shares”) of common stock, par value $0.001 per share (“Common Stock”) issued to the investors of the PIPE Offering (as defined below), (ii) 61,704,975 shares of Common Stock (the “Pre-Funded Warrant Shares”) underlying pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock with an exercise price per share equal to $0.001 issued to the investors of the PIPE Offering, (iii) 72,095,798 shares of Common Stock previously issued upon exercise of Pre-Funded Warrants (the “Exercised Pre-Funded Warrant Shares”), (iv) 3,135,207 shares of Common Stock offered pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) of the Securities Act (the “4(a)(2) Shares”) and (v) 11,897,088 shares of Common Stock issued to advisors of the Company pursuant to an exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) of the Securities Act (the “Advisor Shares”).

The PIPE Shares and Pre-Funded Warrants were issued on August 14, 2025, pursuant to certain Subscription Agreements (collectively, the “Subscription Agreements”) dated May 12, 2025 in a private placement offering (the “PIPE Offering”). The 4(a)(2) Shares were issued pursuant to Section 4(a)(2) of the Securities Act between 2022 and 2025. The Advisor Shares were previously issued to certain individuals and entities providing services for the Company pursuant to Section 4(a)(2) of the Securities Act.

We refer to the PIPE Shares, Pre-Funded Warrant Shares, Exercised Pre-Funded Warrant Shares, the 4(a)(2) Shares and the Advisor Shares, collectively as the “Securities” in this prospectus.

The Selling Stockholders may from time to time sell, transfer or otherwise dispose of any or all of the Securities in a number of different ways and at varying prices. See the “Plan of Distribution” section of this prospectus for more information.

We are not selling any shares of Common Stock in this offering, and we will not receive any proceeds from the sale of shares by the Selling Stockholders.

The Selling Stockholders listed under the heading “Selling Stockholders” may offer and sell up to 500,312,356 shares of our Common Stock pursuant to this prospectus. In addition, from time to time, selling stockholders to be named in a prospectus supplement may offer shares of our Common Stock. We may also authorize one or more free writing prospectuses to be provided to you in connection with these offerings. Any prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. You should carefully read this prospectus, any applicable prospectus supplement and any related free writing prospectus, as well as the documents incorporated by reference, before buying shares of our Common Stock.

Our Common Stock is listed on Nasdaq under the symbol “NAKA.” On March 23, 2026, the last reported sale price of our Common Stock on Nasdaq was $0.2460 per share.

The Selling Stockholders may offer all or part of the Securities for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.

This prospectus provides a general description of the securities being offered. You should read this prospectus and the registration statement of which it forms a part before you invest in any securities.

Investing in our Common Stock involves significant risks. See “Risk Factors” beginning on page 7 of this prospectus and the risk factors that are incorporated by reference into this prospectus from our filings made with the Securities and Exchange Commission (the “SEC”) pursuant to the Exchange Act for a discussion of the factors you should carefully consider before deciding to invest in our Common Stock.

Neither the SEC nor any state securities commission has approved or disapproved of our Common Stock or determined if this prospectus is accurate, truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is March 27, 2026.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus is part of a shelf registration statement on Form S-3 that we have filed with the SEC using a “shelf” registration process. Under this shelf registration process, the Selling Stockholders may offer shares of our Common Stock in one or more offerings. Before investing in our Common Stock offered by this prospectus, we urge you to carefully read this prospectus, together with the information incorporated by reference as described under “Where You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus. These documents contain important information that you should consider when making your investment decision.

The Selling Stockholders listed under the heading “Selling Stockholders” in this prospectus may offer and sell up to 500,312,356 shares of our Common Stock pursuant to this prospectus. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Any prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering by the Selling Stockholders, together with the information incorporated herein by reference as described in the section titled “Incorporation of Certain Information by Reference,” before buying any of the securities being offered.

To the extent the information contained in this prospectus differs from or conflicts with the information contained in any document incorporated by reference, the information in this prospectus will control. If any statement in one of these documents is inconsistent with a statement in another document having a later date—for example, a document incorporated by reference into this prospectus—the statement in the document having the later date modifies or supersedes the earlier statement.

In deciding whether to invest in our Common Stock, you should rely only on the information contained in, or incorporated by reference into, this prospectus and any related free writing prospectus that we have authorized for use in connection with this offering. Neither we nor the Selling Stockholders have authorized anyone to provide you with different information or to make any representation other than those contained in, or incorporated by reference into, this prospectus and any related free writing prospectus. If anyone provides you with different or inconsistent information or representation, you should not rely on them.

This prospectus, and any accompanying supplement to this prospectus, does not constitute an offer to sell or the solicitation of an offer to buy our Common Stock in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus and any related free writing prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus or any related free writing prospectus or any sale of our Common Stock. Our business, financial condition, results of operations and prospects may have changed materially since those dates.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus was made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our business, financial condition, results of operations or prospects.

You should not consider any information in this prospectus to be investment, legal or tax advice. You should consult your own counsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of our Common Stock offered by this prospectus.

Unless the context requires otherwise, in this prospectus, the terms “Nakamoto,” “the Company,” “we,” “us” and “our” refer to Nakamoto Inc. (formerly known as Kindly MD, Inc.) and its consolidated subsidiaries, including Nakamoto Holdings, Inc., BTC Inc. and UTXO Management GP, LLC, among others (except where it is clear from the context that the term means only the issuer, Nakamoto Inc.).

WHERE YOU CAN FIND MORE INFORMATION

As required by the Securities Act, we filed a registration statement on Form S-3 relating to the securities offered by this prospectus with the SEC. This prospectus is a part of that registration statement, which includes additional information. Whenever a reference is made in this prospectus to any of our contracts, agreements or other documents, the reference may not be complete and you should refer to the exhibits that are part of the registration statement or the exhibits to the reports or other document incorporated into this prospectus for a copy of such contract, agreement or other document.

Because we are subject to the information and reporting requirements under the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the Commission. Our filings with the Commission are available to the public over the Commission’s website at www.sec.gov. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge on our website or via the Commission’s EDGAR database. In addition, you can find more information about us on our website at www.nakamoto.com. Information contained on or accessible through our website is not a part of this prospectus and is not incorporated by reference herein, and the inclusion of our website address in this prospectus is an inactive textual reference only.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference in this prospectus include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements, other than statements of historical fact, contained or incorporated by reference in this prospectus, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “would,” “could,” “should,” “continue” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. These statements are only predictions. You should not place undue reliance on our forward-looking statements. These statements are not guarantees of future performance and are subject to future events, risks and uncertainties, many of which are beyond our control, or currently unknown to us. Our assumptions may turn out to be inaccurate and actual events or results may differ materially from our expectation or projections. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those that we expected, including:

The foregoing list may not include all of the risk factors that impact the forward-looking statements made in this prospectus. Our actual financial condition and results could differ materially from those expressed or implied by our forward-looking statements as a result of various factors, including those discussed in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, as well as in the other reports we file with the SEC. You should read this prospectus and the documents filed as exhibits to the registration statement, of which this prospectus is a part, with the understanding that our actual future results may be materially different from the results expressed or implied by our forward-looking statements. The forward-looking statements contained in this prospectus and incorporated by reference herein are made as of the date hereof, and we do not assume any obligation to update any forward-looking statements except as required by applicable law.

We operate in an evolving environment. New risks and uncertainties emerge from time to time and it is not possible for our management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual future results to be materially different from those expressed or implied by any forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements and our management is responsible for the accuracy of such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

PROSPECTUS SUMMARY

This summary does not contain all of the information that you should consider before investing in our Common Stock offered by this prospectus. Before making an investment decision, you should carefully read the entire prospectus, including the “Risk Factors” section beginning on page 7 of this prospectus and in our most recent Annual Report on Form 10-K and our subsequent Quarterly Reports on Form 10-Q, as well as in the other reports we file with the SEC, as well as our financial statements, including the accompanying notes, and the other information incorporated by reference herein and the information in any related free writing prospectus that we may authorize for use in connection with this offering of our Common Stock.

Company Overview

Nakamoto Inc., a Delaware corporation, is a Bitcoin company building a global portfolio of Bitcoin-native companies. We plan to grow our Bitcoin holdings through disciplined accumulation and to leverage our treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more.

We were formed in 2019 as a healthcare and healthcare data company. On August 14, 2025, we acquired a privately held Bitcoin treasury company through a reverse merger and began our Bitcoin treasury and investment strategy. We hold all of our Bitcoin in custody at U.S.-based, institutional-grade custodians that have demonstrated records of regulatory compliance and information security.

On May 12, 2025, we entered into an Agreement and Plan of Merger with our wholly owned subsidiary, Kindly Holdco Corp., and Nakamoto Holdings Inc. (“Nakamoto”), to merge Nakamoto into Merger Sub, with Nakamoto surviving as a wholly owned subsidiary of the Company (the “August 2025 Merger”). The consideration for the August 2025 Merger consisted of approximately 22.3 million shares of Common Stock. In connection with the August 2025 Merger, we also entered into private placement subscription agreements (the “PIPE Transactions”), with gross proceeds of approximately $540.0 million. Net proceeds from the PIPE Transactions are intended to be used to acquire bitcoin, implement our bitcoin treasury strategy (the “Bitcoin Treasury Strategy”), and for working capital and general corporate purposes. On May 12, 2025, we also agreed to issue convertible notes in the principal amount of $200.0 million to YA II PN, Ltd. (the “Debt Financing”). The August 2025 Merger and PIPE Transactions closed on August 14, 2025, and the Debt Financing closed on August 15, 2025.

On August 26, 2025, we entered into a Sales Agreement with TD Securities (USA) LLC, Cantor Fitzgerald & Co., B. Riley Securities, Inc., The Benchmark Company, LLC, Canaccord Genuity LLC, Cohen & Company Capital Markets, Craig-Hallum Capital Group LLC, Needham & Company, LLC, and Yorkville Securities, LLC (the “Agents”) (the “Sales Agreement”), pursuant to which we may offer and sell shares of our Common Stock having an aggregate offering price of up to $5 billion from time to time through the Agents, acting as our sales agents (the “ATM Program”).

On February 20, 2026, we acquired BTC Inc, the leading provider of Bitcoin-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies. Through BTC Inc we operate one of the largest global media platforms for Bitcoin, anchored by the globally recognized Bitcoin Conference. UTXO is the first investment in our financial and asset management services division.

Business Segments

We have two principal business segments: Bitcoin Operations and Healthcare Operations.

A core component of our business strategy is the acquisition and long-term holding of Bitcoin as a treasury reserve asset. We believe Bitcoin is an attractive asset because it can serve as a store of value supported by a robust and public open-source architecture that is untethered to sovereign monetary policy, it offers the potential to serve as a hedge against inflation given its fixed supply, and the Bitcoin network provides the infrastructure and opportunity for the development of financial and technological innovations. As of December 31, 2025, we held approximately 5,342 Bitcoin valued at $467.5 million.

We view our Bitcoin holdings as long-term holdings and expect to continue to accumulate Bitcoin in the future. We also intend to pursue strategies to create income streams or otherwise generate funds using our Bitcoin holdings. Our Bitcoin operations strategy also includes making minority investments into other Bitcoin-native companies.

Our acquisitions of Bitcoin are conducted through U.S.-based, institutional-grade custodians and reputable third-party exchanges. Our process for purchasing Bitcoin involves due diligence on counterparties, execution through regulated exchanges or over-the-counter desks, and careful consideration of transaction costs.

Kindly LLC (“KindlyMD”), a Utah Limited Liability Company, is a patient-first healthcare company providing value-based care and patient-centered medical services. KindlyMD leverages data analysis and focused integration of mental healthcare to deliver evidence-based, personalized solutions to reduce opioid use and improve health outcomes.

KindlyMD’s value proposition is to provide a patient-focused healthcare experience that integrates traditional medical evaluation and management with mental health integration and compliant alternative medicine education. KindlyMD focuses on creating personalized care plans that help patients return to work and life faster, reduce opioid use, and achieve high patient satisfaction.

KindlyMD’s specialty outpatient clinical services are reimbursed by Medicare, Medicaid, and commercial insurance contracts, and are also offered on a fee-for-service basis. Services include outpatient and telemedicine evaluations and management of pain, functional medicine, cognitive behavioral therapy, recovery support services, overdose education efforts, peer support, limited urgent care, preventative medicine, medically managed weight loss, and hormone therapy.

KindlyMD currently earns revenue through (i) patient care services related to medical evaluation and treatment, (ii) service affiliate agreements, and (iii) product retail sales. Retail product offerings may include products that contain CBD, while maintaining tetrahydrocannabinol (“THC”) amounts within the limits set in the 2018 Farm Bill, as amended, including amendments made by the 2025 Continuing Resolution and Appropriation Package (H.R. 5371).

For a description of our business, financial condition, results of operations and other important information regarding the Company and its digital assets, we refer you to our filings with the SEC incorporated by reference into this prospectus. For instructions on how to find copies of these documents, see “Where You Can Find More Information” beginning on page 2 of this prospectus.

Recent Developments

Convertible Notes Redemption

On September 30, 2025, we repaid in full our outstanding Secured Convertible Debenture issued to YA II PN, Ltd. In connection with the repayment, the Debenture Purchase Agreement and Security Documents (as defined in the Debenture Purchase Agreement) were terminated (other than specified indemnification provisions), and the Registration Rights Agreement between the Company and YA II PN, Ltd. dated August 15, 2025 is no longer in effect. As a result, no shares are issuable upon conversion of the debenture.

Change in State of Incorporation

On December 17, 2025, we completed a change in our state of incorporation from Utah to Delaware by filing a Certificate of Incorporation with the Secretary of State of the State of Delaware. In connection with the reincorporation, our corporate affairs became subject to the Delaware General Corporation Law, and the rights of stockholders are now governed by Delaware law and our Certificate of Incorporation and Bylaws, as adopted in connection with the reincorporation. The reincorporation did not result in any change in the Company’s business, management, fiscal year, assets or liabilities.

Name Change

On January 21, 2026, we changed our corporate name from Kindly MD, Inc. to Nakamoto Inc. The name change did not affect our capital structure or the rights of holders of our securities, and no action was required by our stockholders. Unless otherwise indicated, references in this prospectus to “Nakamoto Inc.” prior to January 21, 2026 mean “Kindly MD, Inc.”

Completion of Mergers with BTC Inc. and UTXO Management GP, LLC

On February 20, 2026, we completed our previously announced acquisitions of BTC Inc., a Delaware corporation (“BTC Inc”), and UTXO Management GP, LLC, a Tennessee limited liability company (“UTXO”), pursuant to the Agreement and Plan of Merger with BTC Inc (the “BTC Merger Agreement”) and the Agreement and Plan of Merger with UTXO (the “UTXO Merger Agreement” and together with the BTC Merger Agreement, the “Merger Agreements”), each dated as of February 16, 2026.

Pursuant to the BTC Merger Agreement, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto, merged with and into BTC Inc, with BTC Inc surviving the merger as a wholly-owned subsidiary of Nakamoto (the “BTC Merger”). At the closing of the BTC Merger, all issued and outstanding shares of Common Stock and preferred stock of BTC Inc were converted into the right to receive 259,886,237 shares of our Common Stock, par value $0.001 per share (“Common Stock”), and we reserved 78,427,012 shares of Common Stock for issuance in connection with fully-vested BTC Inc stock options assumed by us. Based on the closing price of our Common Stock of $0.248 on February 19, 2026 (the day prior to the closing of the BTC Merger), the aggregate value of the shares of Common Stock issued or issuable as consideration for the BTC Merger, net of aggregate strike prices for the assumed stock options, was approximately $75,065,352. Pursuant to the BTC Merger Agreement, 24,835,418 shares of Common Stock were withheld from the BTC Inc consideration to support post-closing adjustments and indemnification obligations.

As of the closing of the BTC Merger, each BTC Inc stock option that was outstanding immediately prior to the closing, whether or not then vested or exercisable, was assumed by us, accelerated, fully-vested and automatically converted into an option to acquire shares of our Common Stock based on an exchange ratio of approximately 137.

Contemporaneously with the BTC Merger, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of Nakamoto, merged with and into UTXO, with UTXO surviving the merger as a wholly-owned subsidiary of Nakamoto (the “UTXO Merger” and together with the BTC Merger, the “February 2026 Mergers”). At the closing of the UTXO Merger, all issued and outstanding equity interests of UTXO were converted into the right to receive 26,481,860 shares of our Common Stock. Based on the closing price of our Common Stock of $0.248 on February 19, 2026 (the day prior to the closing of the UTXO Merger), the value of the UTXO consideration was approximately $6,567,501. Pursuant to the UTXO Merger Agreement, 2,648,186 shares of Common Stock were withheld from the UTXO consideration to support post-closing adjustments and indemnification obligations.

In connection with the February 2026 Mergers, certain equityholders of BTC Inc and UTXO entered into lock-up agreements with us. Under these lock-up agreements, such holders agreed that (i) during the six-month period following closing of the February 2026 Mergers, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, or engage in any hedging or derivative transactions with respect to, 50% of the shares of Common Stock received in the applicable February 2026 Merger, and (ii) during the twelve-month period following closing, they will be subject to the foregoing restrictions with respect to the remaining 50% of such securities, in each case subject to customary permitted transfers.

As of February 25, 2026, there were approximately 683,451,950 shares of our Common Stock issued and outstanding, and approximately 890,148,039 shares outstanding on a fully diluted basis (assuming the exercise, conversion or issuance of all outstanding options, warrants, holdback shares, shares to be issued upon delivery of letters of transmittal by BTC Inc stockholders and restricted stock units).

The shares of Common Stock issued as consideration for the February 2026 Mergers were issued pursuant to exemptions from registration under the Securities Act, including those provided by Section 4(a)(2) of the Securities Act.

Amendment to Master Loan Agreement

On January 30, 2026, through our wholly owned subsidiary, Nakamoto Holdings, Inc. (“Nakamoto Holdings”), we entered into the First Amendment to the Master Loan Agreement (the “MLA Amendment”), which amends the Master Loan Agreement, dated as of December 3, 2025, by and between Nakamoto Holdings and Payward Interactive, Inc. (the “Lender”). The MLA Amendment amends the Master Loan Agreement to permit the funding of a designated trading wallet maintained at the Lender (the “Trading Wallet”) and to clarify that the Trading Wallet shall serve as collateral for both the obligations under the Master Loan Agreement and obligations (if any) resulting from trading activity conducted through such wallet.

Our Corporate Information

Our principal executive offices are located at 300 10^th Ave South, Nashville, TN 37203, and our telephone number is (615) 676-8668. Our website is www.nakamoto.com. The information on our website is not incorporated by reference into this prospectus or any accompanying prospectus supplement (except for SEC reports that are expressly incorporated by reference herein).

Our Common Stock is listed with, and trades on, Nasdaq under the ticker symbol “NAKA.” Our tradeable warrants to purchase Common Stock are quoted on the OTC Pink Market under the ticker symbol “NAKAW.”

RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the risks and uncertainties described under “Risk Factors” in our most recent annual report on Form 10-K as supplemented or updated in our most recent quarterly report on Form 10-Q, any current report on Form 8-K, as well as any accompanying prospectus supplement, together with all of the other information included or incorporated by reference in this prospectus and in any accompanying prospectus supplement, including our financial statements and related notes, before deciding whether to purchase our securities.

Our business, financial condition and results of operations could be materially and adversely affected by any or all of these risks or by additional risks and uncertainties not presently known to us or that we currently deem immaterial that may adversely affect us in the future. The Company is supplementing the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”) with the following risk factors. These risk factors should be read in conjunction with the risk factors included in the Form 10-K.

Risks Related to This Offering and Our Common Stock

The price of our Common Stock has and may continue to fluctuate significantly, and this may make it difficult for you to resell shares of Common Stock owned by you at times or at prices you find attractive.

The trading price of our Common Stock has fluctuated widely and may continue to fluctuate widely as a result of a number of factors, many of which are outside our control. This volatility may affect the price at which you could sell the shares of our Common Stock, and the sale of substantial amounts of our Common Stock could adversely affect the price of our Common Stock. Our stock price is likely to continue to be volatile and subject to significant price and volume fluctuations in response to market and other factors.

As a result, you may not be able to sell your shares of Common Stock at or above the price at which you purchase them. In addition, the stock market in general, and Nasdaq and the stock of digital asset and blockchain technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Common Stock, regardless of our actual operating performance.

You may experience future dilution as a result of future equity offerings.

In order to raise additional capital, we may in the future, through our ATM Program or other means, offer additional shares of our Common Stock or other securities convertible into or exchangeable for our Common Stock at prices that may not be the same as the price per share of our Common Stock in this offering. We may sell through our ATM Program or other means, additional shares of our Common Stock or other securities in any other offering at a price per share that is less than the price per share paid by the Selling Stockholders, and investors purchasing shares of our Common Stock or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our Common Stock, or securities convertible into or exchangeable for our Common Stock, in future transactions may be higher or lower than the price per share paid by investors in this offering. Moreover, to the extent that we issue options or warrants to purchase, or securities convertible into or exchangeable for, our shares of Common Stock in the future and those options, warrants or other securities are exercised, converted or exchanged, stockholders may experience future dilution.

In addition, the sale of shares our Common Stock in this offering and any future sales of a substantial number of shares of our Common Stock in the public market, or the perception that such sales may occur, could adversely affect the price of our Common Stock. We cannot predict the effect, if any, that market sales of those shares of our Common Stock, or the perception that those shares may be sold, will have on the market price of our Common Stock.

Sales of our Common Stock in our ATM Program, or the perception that such sales may occur, could cause the market price of our Common Stock to fall.

On August 26, 2025, we entered into a Sales Agreement with TD Securities (USA) LLC, Cantor Fitzgerald & Co., B. Riley Securities, Inc., The Benchmark Company, LLC, Canaccord Genuity LLC, Cohen & Company Capital Markets, Craig-Hallum Capital Group LLC, Needham & Company, LLC, and Yorkville Securities, LLC pursuant to which we may offer and sell the ATM Shares from time to time. Continued sales of our Common Stock, if any, under the ATM Program will depend upon market conditions and other factors to be determined by us and may be made in negotiated transactions or transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act. Future sales of our Common Stock are not guaranteed, and there are no firm commitments to receive funding under the ATM Program. The issuance from time to time of these new shares of Common Stock, or the perception that such sales may occur, could have the effect of depressing the market price of our Common Stock.

The sale or availability for sale of a substantial number of shares of our Common Stock could adversely affect the market price of such shares.

Sales of a substantial number of shares of our Common Stock in the public market, or the perception or indication that these sales could occur, could adversely affect the market price of such shares and could materially impair our ability to raise capital through equity offerings in the future or cause the trading price of our Common Stock to decline. We are unable to predict what effect, if any, sales of securities in this offering or by our significant stockholders, directors or officers will have on the market price of our Common Stock.

Market price of our Common Stock may be volatile, which could subject us to securities class action litigation and result in substantial losses for our stockholders.

The market price of shares of our Common Stock could be subject to wide fluctuations in response to many risk factors listed in this section and the documents incorporated by reference in this prospectus as well as other factors others beyond our control. Furthermore, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations as well as general economic, political and market conditions, such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market price of shares of our Common Stock. In addition, such fluctuations could subject us to securities class action litigation, which could result in substantial costs and divert our management’s attention from other business concerns, which could potentially harm our business. As a result of this volatility, our stockholders may not be able to sell their shares of our Common Stock at or above the price at which they purchased their shares of our Common Stock.

If securities analysts do not publish research or reports about our business or if they publish negative, or inaccurate, evaluations of our Common Stock, the price of our stock and trading volume could decline.

The trading market for our Common Stock may be impacted, in part, by the research and reports that securities or industry analysts publish about us or our business. There can be no assurance that analysts will cover us, continue to cover us or provide favorable coverage. If one or more analysts downgrade our Common Stock or change their opinion of our Common Stock, our share price may decline. In addition, if one or more analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Resales of our Common Stock in the public market by our stockholders (including the Selling Stockholders) may cause the market price of our shares of Common Stock to fall.

Sales of a substantial number of shares of Common Stock could occur at any time, including sales by the Selling Stockholders under this prospectus. The issuance of new shares of Common Stock could result in resales of our shares of Common Stock by our current stockholders concerned about the potential ownership dilution of their holdings. In turn, these resales could have the effect of depressing the market price for our shares of Common Stock.

USE OF PROCEEDS

All of the shares of Common Stock being offered hereby are being sold by Selling Stockholders. The Selling Stockholders listed under the heading “Selling Stockholders” in this prospectus or any applicable prospectus supplement will receive all of the net proceeds from the sales of shares of Common Stock. We will not receive any proceeds from the sale of Common Stock by the selling stockholders.

We, and not the Selling Stockholders, will pay the costs, expenses and fees in connection with the registration of the shares of Common Stock covered by this prospectus and any accompanying prospectus supplement, but the Selling Stockholders will pay all discounts, commissions or brokers’ fees or fees of similar securities industry professionals and transfer taxes, if any, attributable to sales of such shares of Common Stock.

SELLING STOCKHOLDERS

The shares of Common Stock being offered by the Selling Stockholders consist of (i) the PIPE Shares, (ii) the Pre-Funded Warrant Shares, (iii) the Exercised Pre-Funded Warrant Shares and (iv) the 4(a)(2) Shares.

For additional information regarding the issuance of the PIPE Shares, the Pre-Funded Warrants and the Exercised Pre-Funded Warrants in connection with the PIPE Offering and Debt Financing, see the section “Prospectus Summary—Recent Developments” above. We are registering the resale of such Securities in order to permit such Selling Stockholders to offer the Securities for resale from time to time. The 4(a)(2) Shares were issued pursuant to Section 4(a)(2) of the Securities Act between 2022 and 2025. The Advisor Shares were issued pursuant to Section 4(a)(2) of the Securities Act on August 14, 2025 and September 11, 2025.

We are registering the resale of the Securities pursuant to the requirements of that certain registration rights agreement by and between us and the Selling Stockholders. We may register additional shares for resale for the account of additional Selling Stockholders in the future through an accompanying prospectus supplement.

We are registering the resale of the shares of Common Stock held by the Selling Stockholders to permit the Selling Stockholders to resell or otherwise dispose of such shares in the manner contemplated under “Plan of Distribution” in this prospectus and any accompanying prospectus supplement. As used in this prospectus, the term “selling stockholders” includes the selling securityholder listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees, successors-in-interest and others who later come to hold any of the Selling Stockholders’ interest in such shares other than through a public sale.

The Selling Stockholders may sell some, all or none of the shares of Common Stock held by them. We do not know how long the selling stockholders will hold such shares before selling them, and we currently have no agreements, arrangements or understandings with the Selling Stockholders regarding the sale or other disposition of any of their shares of Common Stock. The shares of Common Stock covered hereby may be offered from time to time by the Selling Stockholders.

The following table sets forth the number of shares of our outstanding Common Stock beneficially owned by the Selling Stockholders as of March 23, 2026, the number of shares of Common Stock that may be offered under this prospectus, and the number of shares and percentage of our outstanding Common Stock beneficially owned by the Selling Stockholders assuming all of the shares of Common Stock covered hereby are sold. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to our shares of Common Stock. Generally, a person “beneficially owns” shares of Common Stock if the person has or shares with others the right to vote those shares or to dispose of them, or if the person has the right to acquire voting or disposition rights within 60 days. The number of shares in the column “Number of Shares of Common Stock Registered for Sale Hereby” represents all of the shares of Common Stock that the Selling Stockholders may offer and sell from time to time under this prospectus.

All information contained in the table below and the footnotes thereto is based upon information provided to us by the Selling Stockholders as of the date of this prospectus. The Selling Stockholders may have sold or transferred, in transactions exempt from the registration requirements of the Securities Act, some or all of their shares or other securities since the date on which the information in the table below is presented. Information about the Selling Stockholders may change over time. The percentage of shares owned after the offering is based on 690,018,254 shares of our Common Stock outstanding as of March 23, 2026.