v3.26.1
ORGANIZATION AND NATURE OF OPERATIONS
6 Months Ended
Jun. 30, 2026
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
ORGANIZATION AND NATURE OF OPERATIONS

NOTE 1 — ORGANIZATION AND NATURE OF OPERATIONS

 

Nakamoto Inc., formerly known as KindlyMD, Inc., is, with its subsidiaries, a Bitcoin operating company with media, asset management, and advisory capabilities, together with a bitcoin treasury (“Nakamoto,” “the Company,” “we,” “our,” or “us”). Through its ecosystem-wide presence, Nakamoto seeks to provide investors with exposure to Bitcoin’s global growth.

 

Nakamoto was formed in 2019 as a healthcare company and we began our transformation into a Bitcoin operating company in August 2025, with the merger between Nakamoto Holdings Inc. (“Nakamoto Holdings”) and KindlyMD, Inc. On December 27, 2025, we converted from a Utah corporation to a Delaware corporation, and on January 21, 2026, we changed our name to Nakamoto Inc.

 

During the three months ended March 31, 2026, we completed the acquisitions of both (i) BTC Inc. (“BTC Inc”), a Delaware corporation founded in 2012 and headquartered in Nashville, Tennessee, which operates a Bitcoin-focused media and events company that publishes Bitcoin Magazine and produces the Bitcoin Conference, and (ii) UTXO Management GP, LLC (“UTXO”), a Tennessee limited liability company formed in 2019, which serves as the general partner and investment manager of multiple digital asset-focused funds. See Note 3 — Business Combinations for a full description of these transactions and the related accounting.

 

Reverse Stock Split

 

On May 22, 2026, we effected a 1-for-40 reverse stock split of our common stock. Every 40 shares of issued and outstanding common stock were reclassified as one share of common stock. The reverse stock split had no impact on the par value of our common stock ($0.001 per share) or the authorized number of shares of common stock. No fractional shares were issued from the reverse stock split. Stockholders who otherwise would be entitled to receive a fractional share in connection with the reverse stock split received a cash payment in lieu thereof. All share and per share information in these condensed consolidated financial statements has been retroactively adjusted to reflect the reverse stock split for all periods.