UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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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 13(a) of the Exchange Act.
Explanatory Note
The Company
is filing this Amendment No. 1 on Form 8-K/A to the Initial Form 8-K (this “Amendment”)
for the purpose of amending the Initial Form 8-K to provide certain historical financial information of Nakamoto
and unaudited pro forma condensed combined financial data of the Company in accordance with Items 9.01(a) and 9.01(b) of Form 8-K,
respectively, and the incorporation of disclosure regarding supplemental risk factors, Management Discussion and Analysis and Information
on Nakamoto disclosures in Item 8.01 on of Form 8-K. No other changes to the Initial Form 8-K are being made hereby. This
Amendment should be read in conjunction with the Initial Form 8-K, which provides a more complete description of the Merger and
PIPE Transaction and the Current Report on Form 8-K filed with the SEC on August 15, 2025, regarding the Debt Transaction.
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Item 8.01 Other Events.
The Company is filing this amendment to supplement its prior disclosures in connection with the Merger, the PIPE Financings, and related transactions described in the Initial Form 8-K. Specifically, the Company is providing additional risk factors addressing cybersecurity and data privacy matters and risks related to the bitcoin treasury strategy (the “Supplemental Risk Factors”), as well as updated Management’s Discussion and Analysis and Information about Nakamoto disclosures relevant to its business. These updates are intended to supplement and update the disclosures previously included in the Company’s public filings, including those under the headings “Risk Factors,” “Management’s Discussion and Analysis,” and “Information About Nakamoto” in the Company’s Definitive Information Statement (filed with the SEC on July 22, 2025), Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 (filed with the SEC on August 5, 2025), and the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (filed with the SEC on March 28, 2025, as amended).
The supplemental risk factors related to the bitcoin treasury strategy, cybersecurity and data privacy are filed herewith as Exhibit 99.3 to this Form 8-K/A and are incorporated herein by reference. Management’s Discussion and Analysis and Information About Nakamoto disclosures are filed herewith as Exhibits 99.5, 99.6 and 99.7 to this Form 8-K/A and are also incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The audited financial statements (and notes thereto) of Nakamoto Holdings, Inc. as of April 30, 2025, and for the period from March 6, 2025 (inception) to April 30, 2025, are filed as Exhibit 99.1 to this Form 8-K/A.
The unaudited financial statements (and notes thereto) of Nakamoto Holdings, Inc. as of June 30, 2025, and for the period from March 6, 2025 (inception) to June 30, 2025, are filed as Exhibit 99.2 to this Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information reflecting the acquisition of Nakamoto Holdings, Inc., including the unaudited pro forma condensed combined balance sheet as of June 30, 2025 and the unaudited pro forma condensed combined statement of operations for the sixth months ended June 30, 2025 and for the year ended December 31, 2024, are filed as Exhibit 99.3 to this Form 8-K/A.
(d) Exhibits.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunder duly authorized.
| KINDLY MD, INC. | ||
| Dated: August 25, 2025 | By: | /s/ David Bailey |
| David Bailey | ||
| Chief Executive Officer | ||
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