NAKANakamoto
Nakamoto Inc., a Delaware corporation, is a Bitcoin company building a global portfolio of Bitcoin-native companies. 10-K, Item 1
Deals between NAKA and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-10-29 reports that the one filed 2025-11-03 did not, quoted as filed.
New this year
24 newParagraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-11-03.
BTC Merger Agreement“Under the Assignment Agreement, the Company agreed that in connection with the exercise of both (i) the Nakamoto Option and (ii) BTC Inc’s call option (the “BTC Option”) to acquire UTXO, under that certain Master Marketing Services Agreement by and among BTC Inc, UTXO, and the other parties thereto, dated May 12, 2025, the Company would issue shares of Common Stock, to the Sellers (as defined in the BTC MSA) and that the per share price of such shares of Common Stock would be $1.12.”
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BTC Merger Agreement“On February 20, 2026, the Company consummated the transactions contemplated by the BTC Merger Agreement. Pursuant to the BTC Merger Agreement, at the closing of the BTC Merger (the “BTC Closing”), (a) all issued and outstanding shares of common stock of BTC Inc, par value $0.00005 per share, and preferred stock of BTC Inc, par value $0.00005 per share, were, collectively, converted into the right to receive 259,886,237 shares of Common Stock (the “BTC Merger Shares”), and (b) the Company reserved 78,427,012 shares of Common Stock for issuance in connection with fully-vested BTC stock options assumed by the Company (“BTC Stock Options” together with BTC Merger Shares, the “BTC Consideration”).”
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BTC Merger Agreement“Based on the closing price of Common Stock of $0.248 on February 19, 2026 (the day prior to the BTC Closing), the aggregate value of the shares of Common Stock issued or issuable as BTC Consideration, net of aggregate strike prices for the BTC Stock Options, is equal to approximately $75,065,352. The shares of Common Stock issued as BTC Consideration bear customary legends and transfer of such shares is subject to certain restrictions, including those in the form of lock-up agreements entered into with the Company (the “Lock-Up Agreements”).”
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BTC Merger Agreement“In connection with the BTC Closing, (a) Mr. Bailey, our Chief Executive Officer and Chairman of the Board, received 107,068,147 shares of Common Stock as his pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares) (b) Mr. Evans, our Chief Investment Officer, received 6,588,809 shares of Common Stock as his pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares), and (c) Ms. Calli Bailey, who became an affiliate of the Company upon the BTC Closing (together, with Tyler Evans and David Bailey, the “Nakamoto Affiliates”), received 109,937,024 shares of Common Stock as her pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares). Each of the Nakamoto Affiliates signed a Lock-Up Agreement restricting the shares of Common Stock they received as BTC Merger Shares at the BTC Closing, as further described below.”
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BTC Merger Agreement“During 2025, the Company incurred approximately $1.3 million of expense with BTC Inc under the Marketing Services Agreement. During 2025, the Company paid BTC Inc approximately $2.2 million for marketing services, of which approximately $1.4 million was a pre-existing liability from the Nakamoto Merger. As of December 31, 2025, approximately $0.6 million was owed to BTC Inc. In 2026, prior to the BTC Merger, the Company incurred approximately $0.1 million of expense with BTC Inc and paid BTC Inc approximately $0.6 million.”
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UTXO Merger Agreement“Contemporaneously with the BTC Closing, the UTXO Merger closed pursuant to the UTXO Merger Agreement (the “UTXO Closing” and together with the BTC Closing, the “Closing”). At the UTXO Closing, all issued and outstanding equity interests of UTXO were converted into the right to receive 26,481,860 shares of Common Stock (the “UTXO Consideration”). Based on the closing price of Common Stock of $0.248 on February 19, 2026 (the day prior to the UTXO Closing), the value of the UTXO Consideration is equal to approximately $6,567,501. The shares of Common Stock issued as UTXO Consideration bear customary legends and transfer of such shares is subject to certain restrictions, including those in the Lock-Up Agreements.”
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UTXO Merger Agreement“In connection with the UTXO Closing, (i) Mr. Bailey, our Chief Executive Officer and Chairman of the Board, received 13,240,930 shares of Common Stock as his pro rata portion of the UTXO Consideration (inclusive of UTXO Holdback Shares) and (ii) Mr. Evans, our Chief Investment Officer, received 13,240,930 shares of Common Stock as his pro rata portion of the UTXO Consideration (inclusive of UTXO Holdback Shares).”
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BTC Inc and UTXO Lock-Up Agreements“In connection with the Mergers, certain equityholders of BTC Inc and UTXO entered into Lock-Up Agreements. Under the Lock-Up Agreements, such holders agreed that, (i) during the period commencing at the Closing and ending on the date that is six (6) months after the Closing, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, or engage in any hedging or derivative transactions with respect to 50% of the shares of Common Stock received in the applicable Merger (other than, in the case of UTXO, the BTC Inc and UTXO Holdback Shares) (or any securities issuable upon exercise, vesting or settlement of an option, warrant, restricted stock award, restricted stock unit of either BTC Inc, UTXO, or the Company), and will not make any demand for, or exercise any right with respect to, the registration of such securities, and (ii) during the period commencing at the Closing and ending on the date that is twelve (12) months after the Closing, they will be subject to the foregoing restrictions with respect to the remaining 50% of such securities, in each case subject to customary permitted transfers (including transfers to affiliates, family members and trusts for estate planning purposes, to charitable organizations, and pursuant to will or intestacy), provided that any permitted transferee agrees in writing to be bound by the Lock-Up Agreement for the remainder of the applicable restricted period. In accordance with the terms of the Lock-Up Agreements, 2,811,327 shares of Common Stock were released from the six (6) month post-closing lock-up on August 27, 2026.”
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Nakamoto Holdings Merger Agreement“On August 14, 2025, the Company consummated the Nakamoto Merger, including the merger of Merger Sub with and into Nakamoto Holdings, with Nakamoto Holdings surviving as a wholly owned subsidiary of the Company. The consideration for the Merger consisted of approximately 22.3 million shares of Common Stock issued to Nakamoto Holdings shareholders. In connection with the Merger, the Company also entered into private placement subscription agreements for the sale of shares of Common Stock at a purchase price of $1.12 per share and pre-funded warrants at a purchase price of $1.12 per warrant, and on June 19, 2025, entered into additional subscription agreements for the sale of shares of Common Stock at a purchase price of $5.00 per share (collectively, the “PIPE Transactions”). The gross proceeds were approximately $540.0 million before deducting placement agent fees and other offering expenses. The net proceeds from the PIPE Transactions have been used to acquire Bitcoin, which positioned us to implement our Bitcoin treasury strategy, and for working capital and general corporate purposes. On May 12, 2025, we also agreed to issue a secured convertible debenture in the principal amount of $200.0 million to YA II PN, Ltd. (the “Convertible Debt Transaction”). The Merger and PIPE Transactions closed on August 14, 2025 and the Convertible Debt Transaction closed on August 15, 2025.”
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Registration Rights Agreements“In connection with the Nakamoto Merger, the Company entered into that certain Registration Rights Agreement (the “RRA”) with the stockholders of Nakamoto Holdings (the “Nakamoto Stockholders”) pursuant to which, among other things, and subject to certain limitations set forth therein, certain holders of Common Stock have customary demand registration rights and the Company is obligated to prepare and file a registration statement registering the offer and sale of all of their Common Stock. In addition, Mr. David Bailey, the Chief Executive Officer and chairman of the Company, has the right to require the Company pursuant to the RRA, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Common Stock by means of an underwritten offering. The Company is not obligated to effect any underwritten offering unless the dollar amount of Mr. Bailey’s registrable securities is reasonably likely to result in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Stockholders with certain customary piggyback registration rights. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances.”
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Treasury B.V. Investment“On September 4, 2025, Nakamoto Holdings made a minority investment in Treasury B.V. (“Treasury”), a private limited liability company under the laws of the Netherlands (the “Minority Investment”). In connection with the Minority Investment, Nakamoto Holdings entered into a Private Deed of Issuance (the “Private Deed”) by and among Treasury, Stichting Administratiekantoor Treasury, a foundation under the laws of the Netherlands (“Stichting”), and Nakamoto Holdings, pursuant to which Treasury agreed to issue to Stichting 1,363,027 (the “Issuance”) ordinary shares of Treasury, par value EUR 0.01 (the “Shares”), in exchange for €12,835,870.08 (approximately $15.0 million). In connection with the Issuance, Stichting issued 1,363,027 depositary receipts, representing each of the Shares, to Nakamoto Holdings in exchange for a subscription price of approximately €9.42 (approximately $10.98) per depositary receipt, for an aggregate of €12,835,870.08 (approximately $15.0 million) to be paid directly to Treasury by Nakamoto Holdings in USD Coin (USDC).”
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Treasury B.V. Investment“Following the Minority Investment, Treasury intends to list on a European exchange. As a condition to the Minority Investment, Nakamoto Holdings was required to deliver a customary lock-up agreement to Treasury, pursuant to which Nakamoto Holdings agreed not to sell, transfer, pledge, assign, lend, grant any option over or otherwise dispose of, directly or indirectly, any securities of ListCo (“ListCo Securities”) received by Nakamoto Holdings in exchange for the depositary receipts, for a 90-day period pursuant to a phased release of the ListCo Securities, commencing on the effective date of listing on the exchange.”
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Metaplanet Investment“On September 9, 2025, Nakamoto Holdings made a commitment to purchase up to $30 million of shares of common stock of Metaplanet Inc., a corporation organized under the laws of Japan, (TSE: 3350) (OTC: MTPLF) (“Metaplanet”), in connection with Metaplanet’s previously announced international equity financing (the “International Offering”).”
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Metaplanet Investment“Nakamoto Holdings paid a purchase price of approximately $3.75 per share for a total of 8,000,000 shares of Metaplanet’s common stock (the “Metaplanet Stock”). The International Offering closed on September 17, 2025. No separate share purchase agreement or subscription document was required to be signed by the Company in connection with its commitment.”
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Metaplanet Investment“The Audit Committee approved the $30 million investment pursuant to the Company’s Related Person Transaction Policy. This approval was required because David Bailey, the Company’s Chief Executive Officer and Chairman of the Board, serves on the advisory board of Metaplanet; Tyler Evans, the Company’s Chief Investment Officer, is a director of Metaplanet; and Mark Yusko, a director of the Company, was, at the time of the International Offering, a director of Metaplanet.”
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Metaplanet Investment“In Q1 2026, the Company sold 5,000,000 shares of its Metaplanet Stock for approximately $11.1 million. In Q2 2026, the Company contributed its remaining 3,000,000 shares of its Metaplanet Stock to 210k Capital fund and received a limited partnership interest in 210k Capital fund. The fair value of the Metaplanet Stock at the time of contribution was approximately $5.5 million.”
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Fund Management Arrangements“The Company provides management services to the 210k Capital fund (the “210k Capital Fund”) and the Bitcoin Ecosystem fund (the “Bitcoin Ecosystem Fund” and, together with the 210k Capital Fund, the “Funds”), for which the Company earns management and performance fees. During the six months ended June 30, 2026, the Company earned management fees from the Funds of approximately $0.6 million and received management fee payments of approximately $0.6 million in the aggregate. During the same period, the Company received from the 210k Capital Fund shares of Metaplanet with a fair value of approximately $0.7 million relating to a pre-acquisition redemption. As of June 30, 2026, the Company held investments of approximately $5.2 million in the 210k Capital Fund and approximately $0.2 million in the Bitcoin Ecosystem Fund, and had receivables of approximately $0.3 million from the Funds.”
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Commercial Arrangements with Metaplanet and Treasury“During the six months ended June 30, 2026, the Company received approximately $0.9 million from Metaplanet for event sponsorship and Bitcoin for Corporations membership fees and approximately $0.4 million from Treasury in fees to terminate certain contractual arrangements. In the second quarter of 2026, BTC Inc entered into an agreement with Metaplanet pursuant to which BTC Inc will provide event production services to Metaplanet. The relationships of our directors and executive officers with Metaplanet and Treasury are described under “ - Metaplanet Investment” and “ - Treasury B.V. Investment” above.”
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Payments to Related Persons in Connection with the Mergers“During the six months ended June 30, 2026, the Company paid Mr. Bailey, our Chief Executive Officer and Chairman of the Board, approximately $1.4 million to pay down liabilities associated with distributions declared prior to the BTC Merger and approximately $0.1 million relating to funding provided to UTXO prior to the UTXO Merger. During the same period, the Company paid Mr. Evans, our Chief Investment Officer, approximately $0.2 million to pay down liabilities associated with distributions declared prior to the BTC Merger and approximately $0.1 million relating to funding provided to UTXO prior to the UTXO Merger, and distributed to Mr. Evans shares of Metaplanet with a fair value of approximately $0.7 million relating to a distribution liability arising prior to the UTXO Merger.”
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Payments to Related Persons in Connection with the Mergers“The Company also paid approximately $2.7 million in the aggregate to Ms. Calli Bailey, one of the Nakamoto Affiliates, and Mr. Charles Bailey, her spouse, to pay down liabilities associated with distributions declared prior to the BTC Merger. In addition, the Company paid approximately $0.3 million to Ms. Calli Bailey in her capacity as the stockholder representative under the BTC Merger Agreement, to be applied to expenses incurred by her in that capacity, with any remaining amount to be distributed to the former stockholders of BTC Inc.”
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Creighton Separation and Release Agreement“On June 29, 2026, the Company and Mr. Creighton entered into a Separation Agreement and Release (the “Creighton Release Agreement”). Pursuant to the Creighton Release Agreement, the Company agreed to (i) pay Mr. Creighton a separation payment in the gross amount of $300,000 as required under his employment agreement, (ii) accelerate 15,037 restricted stock units held by Mr. Creighton under a restricted stock unit award and (iii) pay Mr. Creighton a cash payment of $14,606 in lieu of granting certain options referenced in Mr. Creighton’s employment agreement.”
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Creighton Separation and Release Agreement“The Creighton Release Agreement provides for, among other things, a release of claims by Mr. Creighton (subject to customary exceptions, including claims that may not be waived as a matter of law), confidentiality obligations of Mr. Creighton, and non-disparagement and cooperation obligations.”
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Pickett Separation and Release Agreement“On August 3, 2026, the Company and Mr. Pickett entered into the Separation Agreement. The Company agreed to pay Mr. Pickett a separation payment in the gross amount of $911,468.58, less applicable tax withholdings and other lawful deductions, payable in a single installment on or during the first scheduled Company pay cycle occurring after the date that is one week following the Separation Agreement effective date of August 24, 2026. In addition, the Company agreed to accelerate all unvested portions of Mr. Pickett’s outstanding equity awards under the Company’s 2022 Equity Incentive Plan and the Company’s 2025 Equity Incentive Plan, include Mr. Pickett as a covered insured under its directors’ and officers’ liability insurance coverage for six years following the effective date of the Separation Agreement on the same terms and conditions as for the Company’s other officers and directors, and provide medical professional liability coverage for Mr. Pickett for four years following such date on the same terms and subject to the same limitations as during his employment. Except for the payments and benefits provided under the Separation and Release Agreement, Mr. Pickett’s compensation and benefits from the Company ceased as of his last day of employment.”
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Pickett Separation and Release Agreement“The Separation Agreement provides for, among other things, mutual releases of claims (subject to customary exceptions, including claims that may not be waived as a matter of law and each party’s right to enforce the Separation Agreement), confidentiality obligations of Mr. Pickett, and reciprocal non-disparagement and cooperation obligations. The releases do not extend to Mr. Pickett’s rights to indemnification, including under the Indemnification Agreement dated May 4, 2026, which remains in effect in accordance with its terms, or to claims to insurance available under any applicable directors’ and officers’ liability insurance policy.”
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No longer reported 7 paragraphs of the proxy filed 2025-11-03 with nothing like them this year
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“On April 15, 2023, the Company entered into a long-term unsecured note payable with Wade Rivers, LLC, an entity that is beneficially owned by The Wade Rivers Trust, for which Mr. Pickett serves as an investment trustee, for $332,545. This transaction extinguished the existing note payable with a balance of $82,545 and provided the Company with an additional $250,000 in operating capital. The note carried an interest rate of 14.9% per annum, with a maturity date of December 22, 2024. On September 7, 2023, the note was amended to include an additional $17,000; no other terms were modified. On December 31, 2023, the note was fully forgiven by Wade Rivers, LLC, resulting in an increase of $300,000 to additional paid-in capital.”
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Employment Agreements“In connection with the Closing and the appointment of the Company’s new management team, the Company entered into, or amended, employment and consulting agreements with certain executive officers and advisors, including David Bailey, Tyler Evans, Andrew Creighton, Tim Pickett, Jared Barrera and Amanda Fabiano.”
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Employment Agreements“In connection with the Closing, the Company entered into a consulting agreement with BTC Consulting, LLC, an entity controlled by Mr. Bailey (the “BTC Consulting Agreement”). Under the terms of the BTC Consulting Agreement, BTC Consulting, LLC receives a monthly consulting fee of $58,333.33, a one-time signing-bonus of $250,000, payable in one lump sum payment, and will be eligible for an annual cash-based incentive bonus with a target of up to $2,100,000, subject to performance metrics established by the Board. BTC Consulting, LLC will be eligible to receive an initial grant of 5,000,000 stock options and annual grants of performance-based restricted stock units with a target up to $1,000,000, subject to performance metrics established by the Board, both subject to vesting and other customary terms, and eligibility for use of private aircraft travel for business travel in accordance with policies and procedures established by the Company. The BTC Consulting Agreement also contains customary confidentiality, intellectual property, and indemnification provisions, and may be terminated by either party in accordance with its terms. The foregoing description of the BTC Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the BTC Consulting Agreement, which is filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025.”
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Employment Agreements“In connection with his appointment as Chief Investment Officer, the Company entered into an employment agreement with Tyler Evans (the “Evans Employment Agreement”). Under the terms of the agreement, Mr. Evans receives an annual base salary of $500,000, subject to review and adjustment by our Board from time to time, a one-time sign-on bonus of $250,000 (payable in two equal installments, subject to clawback under certain circumstances), and will be eligible for annual incentive compensation with a target of up to $1,500,000, subject to performance metrics established by the Board. Mr. Evans will be eligible to receive an initial grant of 10,000,000 stock options and annual performance-based restricted stock units valued at $800,000, subject to performance metrics established by the Board, both subject to vesting and other customary terms, and eligibility for use of private aircraft travel for business travel in accordance with policies and procedures established by the Company. The Evans Employment Agreement contains customary confidentiality, non-compete, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms. The foregoing description of the Evans Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Evans Employment Agreement, which is filed as Exhibit 10.16 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025.”
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Employment Agreements“In connection with his appointment as Chief Commercial Officer, the Company entered into an employment agreement with Andrew Creighton (the “Creighton Employment Agreement”). Under the terms of the Creighton Employment Agreement, Mr. Creighton receives an annual base salary of $600,000, subject to review and adjustment by our Board from time to time, a signing bonus of $250,000, and will be eligible for annual incentive compensation with a target of up to $200,000, subject to performance metrics established by the Board. Mr. Creighton will be eligible to receive an initial grant of 500,000 stock options and annual performance-based restricted stock units valued at $800,000, subject to performance metrics established by the Board, both subject to vesting and other customary terms, and eligibility for business class travel for flights of 3 hours or more for travel on behalf of the Company. The Creighton Employment Agreement contains customary confidentiality, non-solicitation, and intellectual property provisions, and may be terminated by either party in accordance with its terms. The foregoing description of the Creighton Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Creighton Employment Agreement, which is filed as Exhibit 10.17 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025.”
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Employment Agreements“In connection with the Closing, the Company entered into a consulting agreement with Second Gate Advisory LLC, an entity controlled by Mrs. Fabiano (the “Second Gate Consulting Agreement”). Under the terms of the Second Gate Consulting Agreement, Second Gate Advisory LLC receives a monthly consulting fee of $37,500, be eligible for an annual cash-based incentive bonus with a target of up to 150% of the consulting fee, be eligible to receive an initial grant of restricted stock units valued at $1,000,000 and annual grants of performance-based restricted stock units with a target up to $1,000,000, subject to vesting and performance metrics established by the Board. Second Gate Advisory LLC is also eligible for a signing bonus valued at $5,000,000, consisting of $500,000 in cash and $4,500,000 in Company Common Stock, subject to Second Gate Advisory LLC transitioning the revenue from Second Gate Advisory LLC to the Company, vesting and other conditions. The Second Gate Consulting Agreement also contains customary confidentiality, intellectual property, and indemnification provisions, and may be terminated by either party in accordance with its terms. The foregoing description of the Second Gate Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Gate Consulting Agreement, which is filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K, filed with the SEC on August 15, 2025.”
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Employment Agreements“Tim Pickett’s and Jared Barrera’s employment agreement, as amended, are summarized in the “Employment Agreements” section above.”
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New wording of the review policy 17 paragraphs without an amount or a name
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Our Audit Committee reviews and approves related person transactions under our Related Person Transaction Policy. In connection with the review and approval of the acquisitions of BTC Inc and UTXO described below, our Board of Directors formed a special committee comprised solely of independent and disinterested directors.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Except as otherwise indicated, the share numbers and per share prices set forth under this Section are presented on a pre-split basis and do not give effect to the 1-for-40 reverse stock split of our Common Stock effected on May 22, 2026. Except as otherwise indicated below, amounts described under “ - Transactions with Related Persons During 2026” reflect the six months ended June 30, 2026.”
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BTC Merger Agreement“On February 16, 2026, the Company exercised its call option (the “Nakamoto Option”) to acquire BTC Inc, under that certain Master Marketing Services Agreement, by and between Nakamoto Holdings, BTC Inc, and the other parties thereto, dated May 12, 2025 (the “BTC MSA”), which was assigned to and assumed by the Company pursuant to that certain Assignment and Assumption Agreement with Novation, dated August 14, 2025, by and between the Company, Nakamoto Holdings and BTC Inc (the “Assignment Agreement”).”
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BTC Merger Agreement“Concurrently with the exercise of the Nakamoto Option, the Company completed the transaction contemplated by the Agreement and Plan of Merger (the “UTXO Merger Agreement”) by and among the Company, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Company (“UTXO Merger Sub”), UTXO, David Bailey, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto, and the Agreement and Plan of Merger (the “BTC Merger Agreement” and, together with the UTXO Merger Agreement, the “Merger Agreements”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, BTC Inc, and the stockholder representative party thereto. The Board unanimously approved the Company’s entry into the BTC Merger Agreement.”
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BTC Merger Agreement“Pursuant to the BTC Merger Agreement, 24,835,418 shares of Common Stock were withheld from the BTC Consideration and are available to offset any post-closing adjustments to the BTC Consideration and to support indemnification obligations (the “BTC Holdback Shares”). Certain stockholders of BTC will receive their pro rata portions of the BTC Holdback Shares subject to the conditions in and in accordance with the BTC Merger Agreement.”
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BTC Merger Agreement“As of the BTC Closing, each BTC Stock Option that was outstanding immediately prior to the BTC Closing, whether or not then vested or exercisable, was assumed by the Company and was accelerated, fully-vested and automatically converted into an option to acquire shares of Common Stock.”
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BTC Merger Agreement“Each such BTC Stock Option as so assumed and converted (after such conversion, an “Assumed Option”) continues to have the same terms and conditions as applied to the BTC Stock Option immediately prior to the BTC Closing, except that, as of the BTC Closing, each such Assumed Option constituted an option to acquire that number of whole shares of Common Stock equal to the product of (A) the number of shares of BTC common stock subject to such BTC Stock Option immediately prior to the BTC Closing multiplied by (B) the exchange ratio of 137, at an exercise price per share of Common Stock equal to the quotient obtained by dividing (x) the exercise price per share of such BTC Stock Option by (y) the exchange ratio of 137.”
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BTC Merger Agreement“The conversion is designed to preserve the economic value of each BTC Stock Option while converting them into shares of Common Stock. The adjustment ensures that the total cost to exercise the Assumed Options remains the same as it was under the original BTC Stock Options.”
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BTC Merger Agreement“In connection with the Company’s assumption of BTC Stock Options, Tyler Evans is eligible to receive 25,421,822 shares of Common Stock upon exercise of fully vested BTC Stock Options held by Evans.”
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UTXO Merger Agreement“On February 16, 2026, BTC Inc exercised the BTC Option to acquire UTXO. In order to more efficiently effectuate the closing of the transactions contemplated by the BTC Option and the Nakamoto Option, UTXO, BTC Inc and the Company agreed to effect the transactions contemplated by the exercise of the BTC Option and Nakamoto Option through the simultaneous acquisition of UTXO and BTC Inc by the Company. Accordingly, concurrently with BTC Inc’s exercise of the BTC Option, the Company entered into the UTXO Merger Agreement. Pursuant to the UTXO Merger Agreement, UTXO Merger Sub merged with and into UTXO, with UTXO surviving the merger as a wholly-owned subsidiary of the Company. The Board unanimously approved the Company’s entry into the UTXO Merger Agreement.”
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UTXO Merger Agreement“Pursuant to the UTXO Merger Agreement, 2,648,186 shares of Common Stock were withheld from the UTXO Consideration and are available to offset any post-closing adjustments to the UTXO Consideration and to support any indemnification obligations (the “UTXO Holdback Shares”). The UTXO equityholders will receive their pro rata portion of the UTXO Holdback Shares subject to conditions in and in accordance with the UTXO Merger Agreement.”
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Treasury B.V. Investment“In connection with the contemplated listing, Treasury entered into (i) a definitive agreement for the purchase of Bitcoin Decentralized B.V., a private company with limited liability under the laws of the Netherlands (“Bitcoin BV”), and (ii) a media services and licensing agreement with BTC Media LLC, a Tennessee limited liability company (“BTC Media,” and (i) and (ii) collectively with the Minority Investment, the “Transaction”). Both agreements were negotiated on an arm’s length basis and the Minority Investment was not a condition to the closing of either agreement.”
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Treasury B.V. Investment“At the time of the Minority Investment, BTC Inc was not a subsidiary of the Company and (i) both Bitcoin BV and BTC Media are affiliates of BTC Inc, and (ii) David Bailey, the Company’s Chief Executive Officer and Chairman of the Board was an officer, director and equityholder of BTC Inc; Tyler Evans, the Company’s Chief Investment Officer, was an officer, director and equityholder of BTC Inc; and Andrew Creighton, the Company’s Chief Commercial Officer, was an officer and equityholder of BTC Inc. In addition, simultaneously with the closing of the Minority Investment, Treasury intended to enter into definitive agreements for the purchase of an entity in which BTC Inc held an interest and to enter into a license agreement with BTC Media LLC (a subsidiary of BTC Inc), which agreement was subsequently entered into and later terminated. As a result, the Audit Committee approved the Minority Investment pursuant to the Company’s Related Person Transaction Policy.”
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Indemnification Agreements“On May 4, 2026, the Board approved a revised form of director and officer indemnification agreement (the “Indemnification Agreement”) and the Company entered into Indemnification Agreements with each of its directors and officers serving in such roles on such date, including Teresa Gendron, our Chief Financial Officer, and John Dalton, our Chief Accounting Officer, who were not serving in such roles on August 14, 2025 when the Company entered into the original Utah-governed indemnification agreements described in the preceding paragraph. The new form Indemnification Agreement supersedes the Company’s previous form of indemnification agreement.”
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Indemnification Agreements“The Indemnification Agreement updates and supplements the indemnification rights and obligations of the Indemnitee and of the Company already included in the Company’s Amended Certificate of Incorporation and Amended and Restated Bylaws. Subject to certain exceptions specified in the Indemnification Agreement, the Company will indemnify each Indemnitee to the fullest extent permitted by Delaware law against losses and expenses (including attorneys’ fees) incurred in connection with any threatened, pending or completed civil, criminal, administrative or investigative proceeding arising by reason of the Indemnitee’s service as a director or officer of the Company or, at the Company’s request, in similar capacities at other entities, and will advance such expenses within 30 days following receipt of a written request (subject to a limited extension in certain circumstances), with repayment required only if it is ultimately determined by a final, non-appealable judicial decision that the Indemnitee is not entitled to indemnification. The Indemnification Agreement also provides for, among other things, a presumption of entitlement to indemnification and advancement of expenses (with the Company bearing the burden of overcoming such presumption), the use of independent counsel selected by the Indemnitee to make determinations of entitlement following a change in control of the Company (as defined in the Indemnification Agreement), and the Company’s commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance providing coverage to the Indemnitees. The Company’s obligations under the Indemnification Agreement are subject to customary limitations and exclusions, including with respect to reimbursements pursuant to any clawback or compensation recoupment policy, disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, and conduct that has been determined by a final, non-appealable adjudication to constitute knowing fraud or willful misconduct.”
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Interest of Certain Persons in Matters to be Acted Upon“Other than the election of our directors, none of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Annual Meeting as described in this Proxy Statement.”
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Interest of Certain Persons in Matters to be Acted Upon“PROPOSAL NO. 4: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTING OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 1 OR IF THERE ARE NOT SUFFICIENT SHARES PRESENT TO ESTABLISH A QUORUM”
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The whole section 46 paragraphs, proxy filed 2026-10-29
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“As a smaller reporting company, SEC rules require us to disclose any transaction since the beginning of our last two completed fiscal years, or any currently proposed transaction, in which we are a participant, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any related person had or will have a direct or indirect material interest. A related person is any executive officer, director, nominee for director, or beneficial owner of more than 5% of our Common Stock, or an immediate family member of any of those persons.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“The Company has transactions with related parties, including officers, directors and their affiliates. The transactions are conducted in the ordinary course of business and are generally on terms no less favorable than those available to unrelated third parties. The Company reimburses officers and directors for reasonable and necessary expenses incurred in the course of performing their duties for the Company, and provides certain officers and directors with health insurance and other fringe benefits.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Our Audit Committee reviews and approves related person transactions under our Related Person Transaction Policy. In connection with the review and approval of the acquisitions of BTC Inc and UTXO described below, our Board of Directors formed a special committee comprised solely of independent and disinterested directors.”
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS“Except as otherwise indicated, the share numbers and per share prices set forth under this Section are presented on a pre-split basis and do not give effect to the 1-for-40 reverse stock split of our Common Stock effected on May 22, 2026. Except as otherwise indicated below, amounts described under “ - Transactions with Related Persons During 2026” reflect the six months ended June 30, 2026.”
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BTC Merger Agreement“On February 16, 2026, the Company exercised its call option (the “Nakamoto Option”) to acquire BTC Inc, under that certain Master Marketing Services Agreement, by and between Nakamoto Holdings, BTC Inc, and the other parties thereto, dated May 12, 2025 (the “BTC MSA”), which was assigned to and assumed by the Company pursuant to that certain Assignment and Assumption Agreement with Novation, dated August 14, 2025, by and between the Company, Nakamoto Holdings and BTC Inc (the “Assignment Agreement”).”
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BTC Merger Agreement“Under the Assignment Agreement, the Company agreed that in connection with the exercise of both (i) the Nakamoto Option and (ii) BTC Inc’s call option (the “BTC Option”) to acquire UTXO, under that certain Master Marketing Services Agreement by and among BTC Inc, UTXO, and the other parties thereto, dated May 12, 2025, the Company would issue shares of Common Stock, to the Sellers (as defined in the BTC MSA) and that the per share price of such shares of Common Stock would be $1.12.”
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BTC Merger Agreement“Concurrently with the exercise of the Nakamoto Option, the Company completed the transaction contemplated by the Agreement and Plan of Merger (the “UTXO Merger Agreement”) by and among the Company, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Company (“UTXO Merger Sub”), UTXO, David Bailey, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto, and the Agreement and Plan of Merger (the “BTC Merger Agreement” and, together with the UTXO Merger Agreement, the “Merger Agreements”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, BTC Inc, and the stockholder representative party thereto. The Board unanimously approved the Company’s entry into the BTC Merger Agreement.”
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BTC Merger Agreement“On February 20, 2026, the Company consummated the transactions contemplated by the BTC Merger Agreement. Pursuant to the BTC Merger Agreement, at the closing of the BTC Merger (the “BTC Closing”), (a) all issued and outstanding shares of common stock of BTC Inc, par value $0.00005 per share, and preferred stock of BTC Inc, par value $0.00005 per share, were, collectively, converted into the right to receive 259,886,237 shares of Common Stock (the “BTC Merger Shares”), and (b) the Company reserved 78,427,012 shares of Common Stock for issuance in connection with fully-vested BTC stock options assumed by the Company (“BTC Stock Options” together with BTC Merger Shares, the “BTC Consideration”).”
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BTC Merger Agreement“Based on the closing price of Common Stock of $0.248 on February 19, 2026 (the day prior to the BTC Closing), the aggregate value of the shares of Common Stock issued or issuable as BTC Consideration, net of aggregate strike prices for the BTC Stock Options, is equal to approximately $75,065,352. The shares of Common Stock issued as BTC Consideration bear customary legends and transfer of such shares is subject to certain restrictions, including those in the form of lock-up agreements entered into with the Company (the “Lock-Up Agreements”).”
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BTC Merger Agreement“Pursuant to the BTC Merger Agreement, 24,835,418 shares of Common Stock were withheld from the BTC Consideration and are available to offset any post-closing adjustments to the BTC Consideration and to support indemnification obligations (the “BTC Holdback Shares”). Certain stockholders of BTC will receive their pro rata portions of the BTC Holdback Shares subject to the conditions in and in accordance with the BTC Merger Agreement.”
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BTC Merger Agreement“As of the BTC Closing, each BTC Stock Option that was outstanding immediately prior to the BTC Closing, whether or not then vested or exercisable, was assumed by the Company and was accelerated, fully-vested and automatically converted into an option to acquire shares of Common Stock.”
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BTC Merger Agreement“Each such BTC Stock Option as so assumed and converted (after such conversion, an “Assumed Option”) continues to have the same terms and conditions as applied to the BTC Stock Option immediately prior to the BTC Closing, except that, as of the BTC Closing, each such Assumed Option constituted an option to acquire that number of whole shares of Common Stock equal to the product of (A) the number of shares of BTC common stock subject to such BTC Stock Option immediately prior to the BTC Closing multiplied by (B) the exchange ratio of 137, at an exercise price per share of Common Stock equal to the quotient obtained by dividing (x) the exercise price per share of such BTC Stock Option by (y) the exchange ratio of 137.”
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BTC Merger Agreement“The conversion is designed to preserve the economic value of each BTC Stock Option while converting them into shares of Common Stock. The adjustment ensures that the total cost to exercise the Assumed Options remains the same as it was under the original BTC Stock Options.”
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BTC Merger Agreement“In connection with the BTC Closing, (a) Mr. Bailey, our Chief Executive Officer and Chairman of the Board, received 107,068,147 shares of Common Stock as his pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares) (b) Mr. Evans, our Chief Investment Officer, received 6,588,809 shares of Common Stock as his pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares), and (c) Ms. Calli Bailey, who became an affiliate of the Company upon the BTC Closing (together, with Tyler Evans and David Bailey, the “Nakamoto Affiliates”), received 109,937,024 shares of Common Stock as her pro rata portion of the BTC Merger Shares (inclusive of BTC Holdback Shares). Each of the Nakamoto Affiliates signed a Lock-Up Agreement restricting the shares of Common Stock they received as BTC Merger Shares at the BTC Closing, as further described below.”
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BTC Merger Agreement“In connection with the Company’s assumption of BTC Stock Options, Tyler Evans is eligible to receive 25,421,822 shares of Common Stock upon exercise of fully vested BTC Stock Options held by Evans.”
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BTC Merger Agreement“During 2025, the Company incurred approximately $1.3 million of expense with BTC Inc under the Marketing Services Agreement. During 2025, the Company paid BTC Inc approximately $2.2 million for marketing services, of which approximately $1.4 million was a pre-existing liability from the Nakamoto Merger. As of December 31, 2025, approximately $0.6 million was owed to BTC Inc. In 2026, prior to the BTC Merger, the Company incurred approximately $0.1 million of expense with BTC Inc and paid BTC Inc approximately $0.6 million.”
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UTXO Merger Agreement“On February 16, 2026, BTC Inc exercised the BTC Option to acquire UTXO. In order to more efficiently effectuate the closing of the transactions contemplated by the BTC Option and the Nakamoto Option, UTXO, BTC Inc and the Company agreed to effect the transactions contemplated by the exercise of the BTC Option and Nakamoto Option through the simultaneous acquisition of UTXO and BTC Inc by the Company. Accordingly, concurrently with BTC Inc’s exercise of the BTC Option, the Company entered into the UTXO Merger Agreement. Pursuant to the UTXO Merger Agreement, UTXO Merger Sub merged with and into UTXO, with UTXO surviving the merger as a wholly-owned subsidiary of the Company. The Board unanimously approved the Company’s entry into the UTXO Merger Agreement.”
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UTXO Merger Agreement“Contemporaneously with the BTC Closing, the UTXO Merger closed pursuant to the UTXO Merger Agreement (the “UTXO Closing” and together with the BTC Closing, the “Closing”). At the UTXO Closing, all issued and outstanding equity interests of UTXO were converted into the right to receive 26,481,860 shares of Common Stock (the “UTXO Consideration”). Based on the closing price of Common Stock of $0.248 on February 19, 2026 (the day prior to the UTXO Closing), the value of the UTXO Consideration is equal to approximately $6,567,501. The shares of Common Stock issued as UTXO Consideration bear customary legends and transfer of such shares is subject to certain restrictions, including those in the Lock-Up Agreements.”
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UTXO Merger Agreement“Pursuant to the UTXO Merger Agreement, 2,648,186 shares of Common Stock were withheld from the UTXO Consideration and are available to offset any post-closing adjustments to the UTXO Consideration and to support any indemnification obligations (the “UTXO Holdback Shares”). The UTXO equityholders will receive their pro rata portion of the UTXO Holdback Shares subject to conditions in and in accordance with the UTXO Merger Agreement.”
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UTXO Merger Agreement“In connection with the UTXO Closing, (i) Mr. Bailey, our Chief Executive Officer and Chairman of the Board, received 13,240,930 shares of Common Stock as his pro rata portion of the UTXO Consideration (inclusive of UTXO Holdback Shares) and (ii) Mr. Evans, our Chief Investment Officer, received 13,240,930 shares of Common Stock as his pro rata portion of the UTXO Consideration (inclusive of UTXO Holdback Shares).”
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BTC Inc and UTXO Lock-Up Agreements“In connection with the Mergers, certain equityholders of BTC Inc and UTXO entered into Lock-Up Agreements. Under the Lock-Up Agreements, such holders agreed that, (i) during the period commencing at the Closing and ending on the date that is six (6) months after the Closing, they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option to purchase or otherwise dispose of, or engage in any hedging or derivative transactions with respect to 50% of the shares of Common Stock received in the applicable Merger (other than, in the case of UTXO, the BTC Inc and UTXO Holdback Shares) (or any securities issuable upon exercise, vesting or settlement of an option, warrant, restricted stock award, restricted stock unit of either BTC Inc, UTXO, or the Company), and will not make any demand for, or exercise any right with respect to, the registration of such securities, and (ii) during the period commencing at the Closing and ending on the date that is twelve (12) months after the Closing, they will be subject to the foregoing restrictions with respect to the remaining 50% of such securities, in each case subject to customary permitted transfers (including transfers to affiliates, family members and trusts for estate planning purposes, to charitable organizations, and pursuant to will or intestacy), provided that any permitted transferee agrees in writing to be bound by the Lock-Up Agreement for the remainder of the applicable restricted period. In accordance with the terms of the Lock-Up Agreements, 2,811,327 shares of Common Stock were released from the six (6) month post-closing lock-up on August 27, 2026.”
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Nakamoto Holdings Merger Agreement“On August 14, 2025, the Company consummated the Nakamoto Merger, including the merger of Merger Sub with and into Nakamoto Holdings, with Nakamoto Holdings surviving as a wholly owned subsidiary of the Company. The consideration for the Merger consisted of approximately 22.3 million shares of Common Stock issued to Nakamoto Holdings shareholders. In connection with the Merger, the Company also entered into private placement subscription agreements for the sale of shares of Common Stock at a purchase price of $1.12 per share and pre-funded warrants at a purchase price of $1.12 per warrant, and on June 19, 2025, entered into additional subscription agreements for the sale of shares of Common Stock at a purchase price of $5.00 per share (collectively, the “PIPE Transactions”). The gross proceeds were approximately $540.0 million before deducting placement agent fees and other offering expenses. The net proceeds from the PIPE Transactions have been used to acquire Bitcoin, which positioned us to implement our Bitcoin treasury strategy, and for working capital and general corporate purposes. On May 12, 2025, we also agreed to issue a secured convertible debenture in the principal amount of $200.0 million to YA II PN, Ltd. (the “Convertible Debt Transaction”). The Merger and PIPE Transactions closed on August 14, 2025 and the Convertible Debt Transaction closed on August 15, 2025.”
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Registration Rights Agreements“In connection with the Nakamoto Merger, the Company entered into that certain Registration Rights Agreement (the “RRA”) with the stockholders of Nakamoto Holdings (the “Nakamoto Stockholders”) pursuant to which, among other things, and subject to certain limitations set forth therein, certain holders of Common Stock have customary demand registration rights and the Company is obligated to prepare and file a registration statement registering the offer and sale of all of their Common Stock. In addition, Mr. David Bailey, the Chief Executive Officer and chairman of the Company, has the right to require the Company pursuant to the RRA, subject to certain limitations set forth therein, to effect a distribution of any or all of their shares of Common Stock by means of an underwritten offering. The Company is not obligated to effect any underwritten offering unless the dollar amount of Mr. Bailey’s registrable securities is reasonably likely to result in gross sale proceeds of at least $25 million. The RRA also provides the Nakamoto Stockholders with certain customary piggyback registration rights. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Company’s right to delay or withdraw a registration statement under certain circumstances.”
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PIPE Investments“On August 14, 2025, the Company completed its previously announced transactions in connection with its entry into subscription agreements, dated as of May 12, 2025 (the “Initial Subscription Agreements”) and as of June 19, 2025 (the “Additional Subscription Agreements” and, together with the Initial Subscription Agreements, the “Subscription Agreements”), as applicable, with certain institutional investors (the “PIPE Subscribers”) for the issuance of an aggregate of 322,979,583 shares of the Company Common Stock (the “PIPE Shares”) at a price per share of $1.12 and 5,682,586 PIPE Shares at a price per share of $5.00, and 133,800,773 pre-funded warrants to purchase shares of Common Stock (“Pre-Funded Warrants”, together with Common Stock, the “Acquired Securities”) pursuant to the issuance of pre-funded common stock purchase warrant agreements (the “Pre-Funded Warrant Agreement”) to certain institutional investors, and gross proceeds of approximately $540.0 million (collectively, the “PIPE Financings”). The Acquired Securities were issued in a private placement in reliance upon an exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder and in reliance on similar exemptions under applicable state laws.”
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PIPE Investments“In connection with the Closing, certain directors and executive officers of the Company also participated in the PIPE Financings on the same terms as the other PIPE Subscribers. Mark Yusko, Tyler Evans, and Andrew Creighton (who serve as Chief Commercial Officer of the Company from August 14, 2025 through June 30, 2026) participated in the PIPE Financings. Specifically, Mark Yusko, a member of the Board, agreed to purchase and received 2,100,000 shares of the Company’s Common Stock; Tyler Evans, the Company’s Chief Investment Officer, agreed to purchase and received 178,571 shares of the Company’s Common Stock; and Andrew Creighton, the Company’s then Chief Commercial Officer, agreed to purchase and received 892,857 shares of the Company’s Common Stock. The purchases by Messrs. Yusko, Evans, and Creighton were made for investment purposes and on terms no more favorable than those applicable to the other PIPE Subscribers.”
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Treasury B.V. Investment“On September 4, 2025, Nakamoto Holdings made a minority investment in Treasury B.V. (“Treasury”), a private limited liability company under the laws of the Netherlands (the “Minority Investment”). In connection with the Minority Investment, Nakamoto Holdings entered into a Private Deed of Issuance (the “Private Deed”) by and among Treasury, Stichting Administratiekantoor Treasury, a foundation under the laws of the Netherlands (“Stichting”), and Nakamoto Holdings, pursuant to which Treasury agreed to issue to Stichting 1,363,027 (the “Issuance”) ordinary shares of Treasury, par value EUR 0.01 (the “Shares”), in exchange for €12,835,870.08 (approximately $15.0 million). In connection with the Issuance, Stichting issued 1,363,027 depositary receipts, representing each of the Shares, to Nakamoto Holdings in exchange for a subscription price of approximately €9.42 (approximately $10.98) per depositary receipt, for an aggregate of €12,835,870.08 (approximately $15.0 million) to be paid directly to Treasury by Nakamoto Holdings in USD Coin (USDC).”
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Treasury B.V. Investment“Following the Minority Investment, Treasury intends to list on a European exchange. As a condition to the Minority Investment, Nakamoto Holdings was required to deliver a customary lock-up agreement to Treasury, pursuant to which Nakamoto Holdings agreed not to sell, transfer, pledge, assign, lend, grant any option over or otherwise dispose of, directly or indirectly, any securities of ListCo (“ListCo Securities”) received by Nakamoto Holdings in exchange for the depositary receipts, for a 90-day period pursuant to a phased release of the ListCo Securities, commencing on the effective date of listing on the exchange.”
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Treasury B.V. Investment“In connection with the contemplated listing, Treasury entered into (i) a definitive agreement for the purchase of Bitcoin Decentralized B.V., a private company with limited liability under the laws of the Netherlands (“Bitcoin BV”), and (ii) a media services and licensing agreement with BTC Media LLC, a Tennessee limited liability company (“BTC Media,” and (i) and (ii) collectively with the Minority Investment, the “Transaction”). Both agreements were negotiated on an arm’s length basis and the Minority Investment was not a condition to the closing of either agreement.”
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Treasury B.V. Investment“At the time of the Minority Investment, BTC Inc was not a subsidiary of the Company and (i) both Bitcoin BV and BTC Media are affiliates of BTC Inc, and (ii) David Bailey, the Company’s Chief Executive Officer and Chairman of the Board was an officer, director and equityholder of BTC Inc; Tyler Evans, the Company’s Chief Investment Officer, was an officer, director and equityholder of BTC Inc; and Andrew Creighton, the Company’s Chief Commercial Officer, was an officer and equityholder of BTC Inc. In addition, simultaneously with the closing of the Minority Investment, Treasury intended to enter into definitive agreements for the purchase of an entity in which BTC Inc held an interest and to enter into a license agreement with BTC Media LLC (a subsidiary of BTC Inc), which agreement was subsequently entered into and later terminated. As a result, the Audit Committee approved the Minority Investment pursuant to the Company’s Related Person Transaction Policy.”
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Metaplanet Investment“On September 9, 2025, Nakamoto Holdings made a commitment to purchase up to $30 million of shares of common stock of Metaplanet Inc., a corporation organized under the laws of Japan, (TSE: 3350) (OTC: MTPLF) (“Metaplanet”), in connection with Metaplanet’s previously announced international equity financing (the “International Offering”).”
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Metaplanet Investment“Nakamoto Holdings paid a purchase price of approximately $3.75 per share for a total of 8,000,000 shares of Metaplanet’s common stock (the “Metaplanet Stock”). The International Offering closed on September 17, 2025. No separate share purchase agreement or subscription document was required to be signed by the Company in connection with its commitment.”
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Metaplanet Investment“The Audit Committee approved the $30 million investment pursuant to the Company’s Related Person Transaction Policy. This approval was required because David Bailey, the Company’s Chief Executive Officer and Chairman of the Board, serves on the advisory board of Metaplanet; Tyler Evans, the Company’s Chief Investment Officer, is a director of Metaplanet; and Mark Yusko, a director of the Company, was, at the time of the International Offering, a director of Metaplanet.”
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Metaplanet Investment“In Q1 2026, the Company sold 5,000,000 shares of its Metaplanet Stock for approximately $11.1 million. In Q2 2026, the Company contributed its remaining 3,000,000 shares of its Metaplanet Stock to 210k Capital fund and received a limited partnership interest in 210k Capital fund. The fair value of the Metaplanet Stock at the time of contribution was approximately $5.5 million.”
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Fund Management Arrangements“The Company provides management services to the 210k Capital fund (the “210k Capital Fund”) and the Bitcoin Ecosystem fund (the “Bitcoin Ecosystem Fund” and, together with the 210k Capital Fund, the “Funds”), for which the Company earns management and performance fees. During the six months ended June 30, 2026, the Company earned management fees from the Funds of approximately $0.6 million and received management fee payments of approximately $0.6 million in the aggregate. During the same period, the Company received from the 210k Capital Fund shares of Metaplanet with a fair value of approximately $0.7 million relating to a pre-acquisition redemption. As of June 30, 2026, the Company held investments of approximately $5.2 million in the 210k Capital Fund and approximately $0.2 million in the Bitcoin Ecosystem Fund, and had receivables of approximately $0.3 million from the Funds.”
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Commercial Arrangements with Metaplanet and Treasury“During the six months ended June 30, 2026, the Company received approximately $0.9 million from Metaplanet for event sponsorship and Bitcoin for Corporations membership fees and approximately $0.4 million from Treasury in fees to terminate certain contractual arrangements. In the second quarter of 2026, BTC Inc entered into an agreement with Metaplanet pursuant to which BTC Inc will provide event production services to Metaplanet. The relationships of our directors and executive officers with Metaplanet and Treasury are described under “ - Metaplanet Investment” and “ - Treasury B.V. Investment” above.”
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Payments to Related Persons in Connection with the Mergers“During the six months ended June 30, 2026, the Company paid Mr. Bailey, our Chief Executive Officer and Chairman of the Board, approximately $1.4 million to pay down liabilities associated with distributions declared prior to the BTC Merger and approximately $0.1 million relating to funding provided to UTXO prior to the UTXO Merger. During the same period, the Company paid Mr. Evans, our Chief Investment Officer, approximately $0.2 million to pay down liabilities associated with distributions declared prior to the BTC Merger and approximately $0.1 million relating to funding provided to UTXO prior to the UTXO Merger, and distributed to Mr. Evans shares of Metaplanet with a fair value of approximately $0.7 million relating to a distribution liability arising prior to the UTXO Merger.”
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Payments to Related Persons in Connection with the Mergers“The Company also paid approximately $2.7 million in the aggregate to Ms. Calli Bailey, one of the Nakamoto Affiliates, and Mr. Charles Bailey, her spouse, to pay down liabilities associated with distributions declared prior to the BTC Merger. In addition, the Company paid approximately $0.3 million to Ms. Calli Bailey in her capacity as the stockholder representative under the BTC Merger Agreement, to be applied to expenses incurred by her in that capacity, with any remaining amount to be distributed to the former stockholders of BTC Inc.”
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Indemnification Agreements“On August 14, 2025, the Company entered into a standard form of indemnification agreement with each of Perianne Boring, Tim Pickett, Mark Yusko, Greg Xethalis, Charles P. Blackburn, David Bailey and Eric Weiss, and on substantially the same terms with Tyler Evans, Andrew Creighton, Kyle Simon and Amanda Fabiano. The indemnification agreements provide, among other things, that the Company will indemnify each indemnitee, under the circumstances and to the extent provided in the agreement, for certain expenses they may be required to pay in connection with claims to which they may be made a party by reason of their position with the Company. The agreements were entered into when the Company was a Utah corporation and accordingly referred to the fullest extent permitted under Utah law and the Company’s then-governing documents. The Company converted from a Utah corporation to a Delaware corporation on December 17, 2025, and indemnification of our directors and officers is now governed by the DGCL and our Existing Certificate and Bylaws.”
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Indemnification Agreements“On May 4, 2026, the Board approved a revised form of director and officer indemnification agreement (the “Indemnification Agreement”) and the Company entered into Indemnification Agreements with each of its directors and officers serving in such roles on such date, including Teresa Gendron, our Chief Financial Officer, and John Dalton, our Chief Accounting Officer, who were not serving in such roles on August 14, 2025 when the Company entered into the original Utah-governed indemnification agreements described in the preceding paragraph. The new form Indemnification Agreement supersedes the Company’s previous form of indemnification agreement.”
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Indemnification Agreements“The Indemnification Agreement updates and supplements the indemnification rights and obligations of the Indemnitee and of the Company already included in the Company’s Amended Certificate of Incorporation and Amended and Restated Bylaws. Subject to certain exceptions specified in the Indemnification Agreement, the Company will indemnify each Indemnitee to the fullest extent permitted by Delaware law against losses and expenses (including attorneys’ fees) incurred in connection with any threatened, pending or completed civil, criminal, administrative or investigative proceeding arising by reason of the Indemnitee’s service as a director or officer of the Company or, at the Company’s request, in similar capacities at other entities, and will advance such expenses within 30 days following receipt of a written request (subject to a limited extension in certain circumstances), with repayment required only if it is ultimately determined by a final, non-appealable judicial decision that the Indemnitee is not entitled to indemnification. The Indemnification Agreement also provides for, among other things, a presumption of entitlement to indemnification and advancement of expenses (with the Company bearing the burden of overcoming such presumption), the use of independent counsel selected by the Indemnitee to make determinations of entitlement following a change in control of the Company (as defined in the Indemnification Agreement), and the Company’s commitment to use reasonable best efforts to maintain directors’ and officers’ liability insurance providing coverage to the Indemnitees. The Company’s obligations under the Indemnification Agreement are subject to customary limitations and exclusions, including with respect to reimbursements pursuant to any clawback or compensation recoupment policy, disgorgement of profits under Section 16(b) of the Securities Exchange Act of 1934, as amended, and conduct that has been determined by a final, non-appealable adjudication to constitute knowing fraud or willful misconduct.”
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Creighton Separation and Release Agreement“On June 29, 2026, the Company and Mr. Creighton entered into a Separation Agreement and Release (the “Creighton Release Agreement”). Pursuant to the Creighton Release Agreement, the Company agreed to (i) pay Mr. Creighton a separation payment in the gross amount of $300,000 as required under his employment agreement, (ii) accelerate 15,037 restricted stock units held by Mr. Creighton under a restricted stock unit award and (iii) pay Mr. Creighton a cash payment of $14,606 in lieu of granting certain options referenced in Mr. Creighton’s employment agreement.”
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Creighton Separation and Release Agreement“The Creighton Release Agreement provides for, among other things, a release of claims by Mr. Creighton (subject to customary exceptions, including claims that may not be waived as a matter of law), confidentiality obligations of Mr. Creighton, and non-disparagement and cooperation obligations.”
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Pickett Separation and Release Agreement“On August 3, 2026, the Company and Mr. Pickett entered into the Separation Agreement. The Company agreed to pay Mr. Pickett a separation payment in the gross amount of $911,468.58, less applicable tax withholdings and other lawful deductions, payable in a single installment on or during the first scheduled Company pay cycle occurring after the date that is one week following the Separation Agreement effective date of August 24, 2026. In addition, the Company agreed to accelerate all unvested portions of Mr. Pickett’s outstanding equity awards under the Company’s 2022 Equity Incentive Plan and the Company’s 2025 Equity Incentive Plan, include Mr. Pickett as a covered insured under its directors’ and officers’ liability insurance coverage for six years following the effective date of the Separation Agreement on the same terms and conditions as for the Company’s other officers and directors, and provide medical professional liability coverage for Mr. Pickett for four years following such date on the same terms and subject to the same limitations as during his employment. Except for the payments and benefits provided under the Separation and Release Agreement, Mr. Pickett’s compensation and benefits from the Company ceased as of his last day of employment.”
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Pickett Separation and Release Agreement“The Separation Agreement provides for, among other things, mutual releases of claims (subject to customary exceptions, including claims that may not be waived as a matter of law and each party’s right to enforce the Separation Agreement), confidentiality obligations of Mr. Pickett, and reciprocal non-disparagement and cooperation obligations. The releases do not extend to Mr. Pickett’s rights to indemnification, including under the Indemnification Agreement dated May 4, 2026, which remains in effect in accordance with its terms, or to claims to insurance available under any applicable directors’ and officers’ liability insurance policy.”
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Interest of Certain Persons in Matters to be Acted Upon“Other than the election of our directors, none of our directors, nominees for director, executive officers, any person who has served as a director or executive officer since the beginning of the last fiscal year, or their associates have any interest, direct or indirect, by security holdings or otherwise, in any of the matters to be acted upon at the Annual Meeting as described in this Proxy Statement.”
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Interest of Certain Persons in Matters to be Acted Upon“PROPOSAL NO. 4: APPROVAL OF THE ADJOURNMENT OF THE ANNUAL MEETING TO A LATER DATE OR DATES, IF NECESSARY, TO PERMIT FURTHER SOLICITATION AND VOTING OF PROXIES IN THE EVENT THERE ARE NOT SUFFICIENT VOTES IN FAVOR OF PROPOSAL 1 OR IF THERE ARE NOT SUFFICIENT SHARES PRESENT TO ESTABLISH A QUORUM”
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Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on NAKA in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/NAKA/export.csv") into a cell.