ORGANIZATION AND NATURE OF BUSINESS |
12 Months Ended |
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Dec. 31, 2025 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| ORGANIZATION AND NATURE OF BUSINESS | NOTE 1—ORGANIZATION AND NATURE OF BUSINESS
Nakamoto Inc. (“Nakamoto” or “the Company”), formerly known as KindlyMD, Inc., was formed on December 2, 2019. The Company holds Bitcoin on its balance sheet and, through its ecosystem-wide presence, seeks to provide investors with exposure to Bitcoin’s global growth and to leverage its treasury to acquire and develop an ecosystem of Bitcoin companies across finance, media, advisory and more. Additionally, Nakamoto operates a healthcare and healthcare data company, focused on holistic pain management.
The Company filed its original articles of organization in the State of Utah under the name Utah Therapeutic Health Center, PLLC. In April 2020, the Company converted from a PLLC to an LLC. In March 2022, the Company converted from an LLC to a corporation and changed its name to “Kindly MD, Inc.” In July 2022, the Company amended its articles of incorporation, including the addition of preferred stock and authorized common shares. On December 17, 2025, the Company filed a certificate of conversion with the Delaware Secretary of State and subsequently converted from a Utah corporation to a Delaware corporation. On January 21, 2026, the Company changed its corporate name to Nakamoto Inc.
Initial Public Offering
On June 3, 2024, the Company completed its initial public offering (“IPO”), listing units at a public offering price of $ per unit. The Company’s common stock and tradable warrants were listed under the symbols “KDLY” and “KDLYW”, respectively. The Company used the net proceeds from the IPO of approximately $5.9 million for working capital and general corporate purposes. Additional details regarding the IPO are provided in Note 10.
Merger with Nakamoto Holdings, Inc.
On August 14, 2025, the Company acquired a privately held Bitcoin treasury company through a reverse triangular merger, whereby a wholly-owned subsidiary of Nakamoto merged with and into Nakamoto Holdings, Inc. (“Nakamoto Holdings”), with Nakamoto Holdings surviving as a wholly-owned subsidiary of the Company.
The stockholders of Nakamoto Holdings received shares of Nakamoto common stock, par value $ per share, as merger consideration based on the fair value of Nakamoto common stock price of $ per share as set forth in the Agreement and Plan of Merger (the “Merger Agreement”) entered into on May 12, 2025, and as of August 14, 2025, the date of the closing of the Merger Agreement, resulting in total consideration of $24,999,679. See Note 3 for additional information regarding the Merger. On May 23, 2025, the Company’s shares began trading under the symbol “NAKA” and the Company’s tradable warrants under the symbol “NAKAW”.
As Nakamoto Holdings (i) did not meet the definition of a business under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), and (ii) qualified as a variable interest entity (“VIE”) under ASC 810, Consolidation (“ASC 810”), the transaction was accounted for as a forward merger with Nakamoto being considered the primary beneficiary of Nakamoto Holdings. In accordance with ASC 810, the Company recognized a loss on the acquisition measured as the difference between the fair value of the consideration paid and the net amount of Nakamoto Holding’s identifiable assets and liabilities.
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