Nakamoto Inc. 8-K/A

What Happened
Nakamoto Inc. (NAKA) filed an amendment to its Initial Form 8‑K on April 7, 2026 (Item 9.01) to include audited consolidated financial statements and related MD&A for its merger targets BTC and UTXO for the years ended December 31, 2025 and 2024. The amendment also includes unaudited pro forma condensed combined financial information for Nakamoto, BTC, and UTXO as of and for the year ended December 31, 2025, reflecting the Mergers. The amendment states it does not otherwise update or change the Initial 8‑K and should be read together with that filing.

Key Details

• Filing date: April 7, 2026 (8‑K Amendment, Item 9.01).
• Audited financials: Consolidated audited financial statements of BTC and of UTXO for the years ended December 31, 2025 and 2024.
• MD&A: Management’s Discussion & Analysis for BTC and for UTXO for those same years (2025 and 2024).
• Pro forma: Unaudited pro forma condensed combined financial information for Nakamoto, BTC, and UTXO as of and for the year ended December 31, 2025, giving effect to the Mergers.

Why It Matters
This amendment provides investors the audited historical financials and management commentary for BTC and UTXO and a pro forma view of the combined company for 2025 — material documents needed to evaluate the financial impact of the announced Mergers on Nakamoto. Audited statements and MD&A improve transparency about the targets’ past results and condition; the pro forma information shows how those results would look combined with Nakamoto for 2025 (note: the pro forma is unaudited). Review these attachments alongside the Initial 8‑K to assess expected effects on revenue, profitability, and balance sheet metrics.