Nakamoto Inc.

In Murray, Utah at 5097 S 900 E, Suite 100, Murray, UT 84117. The lease commenced on October 1, 2022, and is for a term of 52 months. The monthly base rent as of December 31, 2025, is $7,151 with scheduled increases.

In Ogden, Utah at 425 East 5320 South, Suite 205, Ogden, Utah 84405. The lease commenced on December 6, 2024, and is for a term of 86 months. The monthly base rent as of December 31, 2025, is $6,211 with scheduled increases.

In Provo, Utah at 222 Draper Lane, Suite 2, Provo, Utah 84601. The lease commenced on March 1, 2021, and is for a term of 58 months. The monthly base rent as of December 31, 2025, is $510. The lease was renewed for another 60 months on January 1, 2026, at a base rate of $560 per month.

• Changes in the accounting treatment of our Bitcoin holdings could have significant accounting impacts, including increasing the volatility of our results.
• Bitcoin is a highly volatile asset, and our operating results and market price may significantly fluctuate due to the highly volatile nature of the price of Bitcoin and erratic market movements.
• We face significant competition from companies with Bitcoin strategies and from spot Bitcoin ETPs.
• Future developments regarding the treatment of crypto assets for U.S. and foreign tax purposes could adversely impact our business.
• The tax treatment of Bitcoin network forks, airdrops, and similar events is uncertain and could result in unexpected tax liabilities.
• Bitcoin and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertainty.
• The concentration of Bitcoin ownership and market dynamics may create additional risks.
• The emergence of competing digital assets and negative industry developments may adversely affect Bitcoin and our business.
• Our Bitcoin holdings may be less liquid than cash and may not serve as an adequate source of liquidity.
• Environmental, geopolitical, and operational factors may adversely affect our Bitcoin strategy.
• We may be unable to obtain adequate insurance coverage or attract specialized personnel for our Bitcoin strategy.
• If we utilize our Bitcoin holdings in DeFi protocols or other blockchain applications, we may be exposed to additional technological risks.
• If we elect to use derivative instruments to hedge the price risk of holding Bitcoin, such derivatives are highly volatile and subject to market and liquidity risks, which could negatively impact our Bitcoin strategy.
• The trading strategy we implemented with the Kraken Trading Wallet (as defined below) entails substantial risk, and there can be no assurance that the Kraken Trading Wallet will achieve its investment objectives.
• Selling covered call options may limit upside participation and expose our Company to losses during periods of increased volatility.
• Selling cash-secured put options exposes the Kraken Trading Wallet to significant downside risk and potential forced liquidation.
• We will be exposed to the default risk of our clearing broker if we hedge the price risk of Bitcoin through the purchase of futures contracts.
• We may be exposed to counterparty, clearing, and concentration risk through exclusive trading with a single platform and affiliated dealer. If such single platform or affiliated dealer is based outside of the U.S. we may be exposed to additional legal and regulatory risks.
• Qualified Financial Contract Stay rules may restrict our ability to liquidate our positions or exercise default rights in the event that a swap counterparty becomes insolvent.
• We may face risks relating to the custody of our Bitcoin, including the loss or destruction of private keys required to access our Bitcoin and Security Incidents or other data loss relating to our Bitcoin.
• We may sustain losses that cannot be recovered through insurance or other preventative measures.
• Regulatory change determining that Bitcoin is being offered and sold as a security could lead to our classification as an “investment company” under the Investment Company Act of 1940 and could adversely affect the market price of Bitcoin and the market price of our listed securities.
• We are not subject to legal and regulatory obligations that apply to investment companies such as mutual funds and exchange-traded funds, or to obligations applicable to investment advisers.
• Our Bitcoin strategy exposes us to risk of non-performance by counterparties.
• We may pursue strategies to generate income or liquidity from our Bitcoin holdings, such as lending, staking, or entering into other arrangements, which could significantly increase our exposure to counterparty, credit, and operational risks.
• Risks Related to Our Financial Condition, Indebtedness, and Capital Requirements
• We have identified a material weakness in our internal control over financial reporting and may identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, which may result in material misstatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.
• If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could harm our business and the value of our Common Stock.
• Our Bitcoin operations and digital asset treasury are new for our Company, and our historical financial statements do not reflect the potential variability in earnings that we may experience in the future relating to our Bitcoin operations or holdings.
• Due to our limited operating history and the concentration of our Bitcoin holdings, it will be difficult to evaluate our business and future prospects, and we may not achieve or maintain profitability.
• Our level and terms of indebtedness could adversely affect our ability to raise additional capital, fund operations, and take advantage of new business opportunities, and we may be unable to service or refinance our debt.
• We may be unable to service or refinance our indebtedness, specifically the Loan, which could cause us to default on our debt obligations and could force us into bankruptcy or liquidation.
• Our subsidiary Nakamoto Holdings may depend on cash contributions from us or sales of Bitcoin to meet its obligations under the Master Loan Agreement if its operations do not result in sufficient operating revenue, and we may be required to contribute additional Bitcoin collateral if the value of Bitcoin declines.
• We rely on funds from our subsidiaries to meet our cash needs and service our indebtedness, and we may need additional financing in the future.
• We may need additional financing in the future, which may not be available when needed or may be costly and dilutive.
• Despite our current level of indebtedness, we may incur substantially more debt, which could further exacerbate these risks.
• Unrealized fair value gains on our Bitcoin holdings may cause us to become subject to the corporate alternative minimum tax under the Inflation Reduction Act of 2022, and our effective tax rate may fluctuate.
• Our effective tax rate may fluctuate, and we may incur obligations in tax jurisdictions in excess of amounts accrued on our financial statements.
• Changes in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.
• We have incurred significant operating losses and may not achieve or sustain profitability.
• We maintain our cash at financial institutions, often in balances that exceed federally insured limits, and we could experience losses on these deposits.
• Unfavorable global economic conditions could adversely affect our business, financial condition, or results of operations.
• Rising interest rates could increase our borrowing costs and adversely affect our financial condition.
• Our Loan is denominated in USDT, a stablecoin, and we are exposed to risks associated with the stability and regulatory treatment of USDT.
• Our ability to use net operating loss carryforwards and other tax attributes may be limited.
• We may be required to record impairment charges related to goodwill and other intangible assets, which could adversely affect our financial results.
• Inflation could adversely affect our business, financial condition, and results of operations.
• We do not have, and may not be able to obtain, a credit rating, which could limit our access to certain financing sources and increase our borrowing costs.
• We may experience working capital deficiencies that could adversely affect our operations and financial condition.
• Risks Related to Our Securities and being a Public Company
• If we are unable to regain compliance with Nasdaq’s continued listing standards, our securities may be delisted, which could significantly limit liquidity and adversely affect our business.
• A prolonged decline in Bitcoin’s market price could cause us to fall below Nasdaq’s continued listing standards.
• If we effect a reverse stock split to regain compliance with Nasdaq’s minimum bid price requirement, it may not result in a sustained increase in our Common Stock price and could decrease the liquidity of our Common Stock.
• The price of our Common Stock has fluctuated significantly and may continue to do so, which could result in substantial losses for stockholders.
• Our quarterly operating results may fluctuate significantly, which could adversely affect our Common Stock price.
• The value of our Common Stock depends significantly on market demand for our Bitcoin strategy, which could decline.
• Sales of our Common Stock, including through our ATM Program, or the perception that such sales may occur, could depress our Common Stock price.
• Our Common Stock repurchase programs may not enhance stockholder value and will diminish our cash reserves.
• We may need additional capital, and future securities offerings may result in dilution to existing stockholders.
• We do not expect to pay dividends for the foreseeable future.
• If securities analysts do not publish research about us or publish negative evaluations, our Common Stock price and trading volume could decline.
• Outstanding warrants, if exercised, would increase shares of Common Stock eligible for resale and result in dilution.
• Active trading of options on our Common Stock could increase volatility in our Common Stock price and adversely affect the market for our securities.
• We may be subject to securities class action litigation, which could result in substantial costs and divert management’s attention.
• Short selling of our Common Stock could increase the volatility of our Common Stock price and adversely affect its market price.
• Equity compensation awards may result in dilution to our stockholders and adversely affect the market price of our Common Stock.
• Sales of substantial amounts of our Common Stock by our directors, officers, or significant stockholders, or the perception that such sales may occur, could adversely affect the market price of our Common Stock.
• Social media and online forums may contribute to increased volatility in our Common Stock price and create risks of market manipulation.