NAKA

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Effective May 22, 2026, Nakamoto Inc. (the "Issuer") effected a 1-for-40 reverse stock split of the Issuer's common stock. The number of securities reported herein has been adjusted to reflect the reverse stock split.

Granted to the Reporting Person on March 12, 2026, as a fully vested stock award under the Issuer's 2025 Equity Incentive Plan in partial satisfaction of the 2025 bonus payment owed to the Reporting Person pursuant to the Reporting Person's employment agreement with the Issuer dated August 14, 2025.

Reflects (i) 96,283,791 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock"), received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto, and (ii) 11,916,837 shares of Common Stock received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Issuer, UTXO Management GP, LLC, a Tennessee limited liability company, the Reporting Person, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder representative party thereto.

Reflects (i) 5,925,156 shares of Common Stock of the Issuer, par value $0.001 ("Common Stock"), received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto (the "BTC Merger Agreement"), and (ii) 11,916,837 shares of Common Stock received by the Reporting Person pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a wholly-owned subsidiary of the Issuer, UTXO Management GP, LLC, a Tennessee limited liability company, David Bailey, in his individual capacity, the Reporting Person, in his individual capacity, and the equityholder representative party thereto.

This Form 4/A is filed solely to correct A SCRIVENER'S ERROR RELATING TO the total amount of securities beneficially owned by the Reporting Person as disclosed in Table I Column 5.

Reflects 1,685,500 fully vested stock options, exercisable on a one-for-one basis for common stock of the Issuer, par value $0.001, which were assumed by the Issuer pursuant to that certain Agreement and Plan of Merger, dated February 16, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto.

Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

Reflects fully vested stock options, exercisable on a one-for-one basis for Common Stock, which were assumed by the Issuer pursuant to the BTC Merger Agreement.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following December 8, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent three (3) years, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following December 8, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent three (3) years, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects RSUs that shall time-vest over a three (3) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date. Notwithstanding the foregoing, the RSUs and shares subject thereto are contingent upon achievement of a performance goal, such that no such RSUs or shares subject thereto shall vest unless and until reporting person has caused Second Gate Advisory, LLC, an entity owned and controlled by the reporting person, to assign or otherwise transfer certain business arrangements to the issuer.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

This reflects restricted stock units ("RSUs") that shall time-vest over a four (4) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent of the RSUs (75%) vesting in equal quarterly installments over the subsequent thirty six (36) months, subject to the reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that shall time-vest over a three (3) year period, with no vesting during the first twelve (12) months following August 15, 2025 (the "Cliff Period"), and thereafter twenty-five percent (25%) of the RSUs shall vest upon completion of the Cliff Period, with the remaining seventy-five percent (75%) of the RSUs vesting in equal quarterly installments over the subsequent twenty four (24) months, subject to reporting person's continued service to the issuer through each applicable vesting date.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

This reflects a restricted stock award that was fully vested as of September 22, 2025.

This reflects restricted stock units ("RSUs") that vest on August 15, 2026 (the "Vesting Date"), subject to the reporting person's continued services on the board of directors of the issuer through the Vesting Date.

These shares were issued for services rendered prior to April 1, 2025.

These shares were issued for services rendered prior to April 1, 2025.

These options vest proportionally over a nine-month period ending January 31, 2025.

These options vest proportionally over a nine-month period ending January 31, 2025.

These shares vest only upon a change in control of the Company (as defined in the Equity Incentive Plan).