Form 8-K/A

8-K/A — Nakamoto Inc.

Accession: 0001493152-26-015426

Filed: 2026-04-07

Period: 2026-02-26

CIK: 0001946573

SIC: 6199 (FINANCE SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-23.2 (ex23-2.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

EX-99.5 (ex99-5.htm)

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GRAPHIC (ex99-1_002.jpg)

GRAPHIC (ex99-2_001.jpg)

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2026-02-26

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NAKA:CommonStockParValue0.001Member

2026-02-26

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NAKA:TradeableWarrantsToPurchaseSharesOfCommonStockParValue0.001PerShareMember

2026-02-26

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): February 26, 2026

Nakamoto

Inc.

(Exact

name of registrant as specified in its charter)

Delaware

001-42103

84-3829824

(State

or other jurisdiction of incorporation)

(Commission

File

Number)

(IRS

Employer

Identification

Number)

300

10th Ave South, Nashville, TN

37203

(Address

of Principal Executive Offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (615) 676-8668

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of Each Class

Trading

Symbol(s)

Name

of Each Exchange on Which Registered

Common

Stock, par value $0.001

NAKA

The

Nasdaq Stock Market LLC

Tradeable

Warrants to purchase shares of Common Stock, par value $0.001 per share

NAKAW

OTC

Pink Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)

or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY

NOTE

February 26, 2026, Nakamoto Inc., a Delaware corporation (“Nakamoto”) filed a Current Report on Form 8-K (the “Initial

8-K”) to report the completion of the previously announced transactions contemplated by (i) the Agreement and Plan of Merger

by and among Nakamoto, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto (“BTC Merger Sub”),

BTC Inc., a Delaware corporation (“BTC”), and the stockholder representative party thereto pursuant to which BTC Merger

Sub merged with and into BTC, with BTC surviving the merger as a wholly-owned subsidiary of Nakamoto (the “BTC Merger”)

and (ii) the Agreement and Plan of Merger by and among Nakamoto, UTXO GP Merger Sub, LLC, a Tennessee limited liability company and a

wholly-owned subsidiary of Nakamoto (“UTXO Merger Sub”), UTXO Management GP, LLC, a Tennessee limited liability company

(“UTXO”), David Bailey, in his individual capacity, Tyler Evans, in his individual capacity, and the equityholder

representative party thereto pursuant to which UTXO Merger Sub merged with and into UTXO, with UTXO surviving the merger as a wholly-owned

subsidiary of Nakamoto (the “UTXO Merger”, and together with the BTC Merger, the “Mergers”).

This

Amendment No. 1 (the “Amendment”) is being filed to amend and supplement Item 9.01 of the Initial 8-K to include the

(i) audited consolidated financial statements of BTC, as of and for the years ended December 31, 2025 and 2024, (ii) audited consolidated

financial statements of UTXO, as of and for the years ended December 31, 2025 and 2024, (iii) Management’s Discussion and Analysis

of Financial Condition and Results of Operations of BTC as of and for the years ended December 31, 2025 and 2024, (iv) Management’s

Discussion and Analysis of Financial Condition and Results of Operations of UTXO as of and for the years ended December 31, 2025 and

2024, and (v) unaudited pro forma condensed combined financial information of Nakamoto, BTC, and UTXO as of and for the year ended December

31, 2025, giving effect to the Mergers. This Amendment does not otherwise update, modify, or amend the Initial 8-K and should be read

in conjunction with the Initial 8-K.

Item 9.01.

Financial

Statements and Exhibits.

(a)

Financial

Statements of Businesses or Funds Acquired.

The

audited consolidated financial statements of BTC as of and for the years ended December 31, 2025 and 2024, and the related notes thereto,

are filed as Exhibit 99.1 to this Amendment and are incorporated herein by reference.

The

audited consolidated financial statements of UTXO as of and for the years ended December 31, 2025 and 2024, and the related notes thereto,

are filed as Exhibit 99.2 to this Amendment and are incorporated herein by reference.

The

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BTC as of and for the years ended December

31, 2025 and 2024 is filed as Exhibit 99.3 to this Amendment and is incorporated herein by reference.

The

Management’s Discussion and Analysis of Financial Condition and Results of Operations of UTXO as of and for the years ended December

31, 2025 and 2024 is filed as Exhibit 99.4 to this Amendment and is incorporated herein by reference.

(b)

Pro

Forma Financial Information.

The

unaudited pro forma financial information of Nakamoto, BTC, and UTXO as of and for the year ended December 31, 2025, giving effect to

the Mergers, is filed as Exhibit 99.5 to this Amendment and is incorporated herein by reference.

(d)

Exhibits

Exhibit

Number

Description

23.1

Consent of Wolf & Company, P.C. independent auditor of BTC Inc.

23.2

Consent of Wolf & Company, P.C. independent auditor of UTXO Management GP, LLC.

99.1

Audited

consolidated financial statements of BTC Inc., as of and for the years ended December 31, 2025 and 2024.

99.2

Audited financial statements of UTXO Management GP, LLC, as of and for the years ended December 31, 2025 and 2024.

99.3

Management’s Discussion and Analysis of Financial Condition and Results of Operations of BTC Inc. as of and for the years ended December 31, 2025 and 2024.

99.4

Management’s Discussion and Analysis of Financial Condition and Results of Operations of UTXO Management GP, LLC as of and for the years ended December 31, 2025 and 2024.

99.5

Unaudited Pro Forma Condensed Combined Financial Information of Nakamoto Inc., BTC Inc., and UTXO Management GP, LLC as of and for the year ended December 31, 2025.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by

the undersigned hereunto duly authorized.

Nakamoto Inc.

Date:

April 7, 2026

By:

/s/

Teresa Gendron

Name:

Teresa

Gendron

Title:

Chief

Financial Officer

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit

23.1

CONSENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

consent to the incorporation by reference in this Amendment No. 1 on Form 8-K/A of Nakamoto Inc. of our report dated March 27, 2026,

relating to the consolidated financial statements of BTC Inc. and Subsidiaries as it appears in our report, appearing in Form 8-K/A.

/s/

Wolf & Company, P.C.

Wolf

& Company, P.C.

Boston,

Massachusetts

April

7, 2026

EX-23.2

Filename: ex23-2.htm · Sequence: 3

Exhibit

23.2

CONSENT

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

consent to the incorporation by reference in this Amendment No. 1 on Form 8-K/A of Nakamoto Inc. of our report dated March 27, 2026,

relating to the financial statements of UTXO Management GP, LLC as it appears in our report, appearing in Form 8-K/A.

/s/

Wolf & Company, P.C.

Wolf

& Company, P.C.

Boston,

Massachusetts

April

7, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

BTC

Inc. and Subsidiaries

Consolidated

Financial Statements

Years

Ended December 31, 2025 and 2024

BTC

Inc. and Subsidiaries

TABLE

OF CONTENTS

PAGE

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

6-25

Report

of Independent Registered Public Accounting Firm

the Shareholders and the Board of Directors of BTC Inc. and Subsidiaries

Opinion

on the Financial Statements

have audited the accompanying consolidated balance sheets of BTC Inc. and Subsidiaries (the Company) as of December 31, 2025 and 2024,

the related consolidated statements of operations, stockholders’ equity (deficit) and cash flows for the years then ended, and

the related notes to the consolidated financial statements (collectively, the financial statements). In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of

its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United

States of America.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides

a reasonable basis for our opinion.

Critical

Audit Matters

Critical

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter

in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating critical audit matters, providing

separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are

no critical audit matters.

/s/

Wolf & Company, P.C.

Boston,

Massachusetts

March

27, 2026

served as the Company’s auditor since 2025.

- 1 -

BTC

Inc. and Subsidiaries

CONSOLIDATED

BALANCE SHEETS

(AUDITED)

December

31, 2025

December

31, 2024

ASSETS

Current assets:

Cash and cash

equivalents

$ 11,071,285

$ 2,931,437

Accounts receivable, net

7,750,335

4,094,624

Prepaid expenses

3,659,201

1,089,743

Digital assets

170,396

250,557

Contract assets

3,361,742

3,004,441

Other

current assets

283,414

—

Total current assets

26,296,373

11,370,802

Noncurrent assets:

Property and equipment,

net

46,576

6,855

Related party loans receivable

999,982

Related party interest

receivable

4,659

—

Intangible assets, net

78,364

Investments

450,000

591,649

Deferred

tax assets, net

2,317,559

5,928,303

Total

long-term assets

3,897,140

7,605,153

Total

assets

$ 30,193,513

$ 18,975,955

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

Current liabilities:

Accounts payable

$ 3,545,289

$ 13,355

Accrued tax liability

3,497

107,378

Accrued expenses and

other current liabilities

674,000

2,158,974

Accrued legal settlement

—

8,367,349

Accrued compensation

400,621

474,159

Contract liabilities

16,423,381

13,771,197

Related party payables

633,437

857,510

Related party interest

payables

308,143

232,297

Dividend

payable

1,703,140

1,489,920

Total

current liabilities

23,691,508

27,472,139

Long-term liabilities:

SAFE note

483,000

482,000

Long-term

debt, net

315,810

319,468

Total

long-term liabilities

798,810

801,468

Total

liabilities

24,490,318

28,273,607

Commitments and contingencies

(Note 11)

Stockholders’ equity (deficit):

Seed Preferred Stock, $0.00005 par value;

290,555 shares authorized; 290,555 shares issued and outstanding as of December 31, 2025 and 2024

(liquidation preference of

$1,914,477 at December 31, 2025)

1,200,000

Series A Preferred Stock, $0.00005 par value;

521,778 shares authorized; 114,111 shares issued and outstanding as of December 31, 2025 and 2024

(liquidation preference of

$3,327,341 at December 31, 2025)

2,338,678

Common Stock, $0.00005

par value; 3,407,409 shares authorized; 1,795,499 and 1,746,499 shares issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

2,456,529

2,055,881

Retained

earnings (accumulated deficit)

(292,102 )

(14,892,298 )

Total

stockholders’ equity (deficit)

5,703,195

(9,297,652 )

Total

liabilities and stockholders’ equity (deficit)

$ 30,193,513

$ 18,975,955

The

accompanying notes are an integral part of these consolidated financial statements.

- 2 -

BTC

Inc. and Subsidiaries

CONSOLIDATED

STATEMENTS OF OPERATIONS

(AUDITED)

For

the Years Ended December 31,

2025

2024

Revenue

$ 66,020,552

$ 31,426,673

Cost of revenue

21,201,140

11,141,776

Gross margin

44,819,412

20,284,897

Operating expenses:

General and administrative

24,258,967

21,023,719

Sales and marketing

1,176,435

667,852

Depreciation

and amortization

10,344

24,195

Total

operating expenses

25,445,746

21,715,766

Income (loss) from

operations

19,373,666

(1,430,869 )

Other income (expense):

Realized gains on digital

assets

47,904

139,247

Unrealized gains (losses)

on digital assets

24,295

(2,607 )

Change in fair value

of SAFE note

(1,000 )

(170,000 )

Other income, net

359,433

41,721

Interest expense

(105,072 )

(179,190 )

Loss

on loan forgiveness, related party

—

(582,096 )

Total

other income (expense)

325,560

(752,925 )

Net income (loss) before

income tax

19,699,226

(2,183,794 )

Income

tax benefit (expense)

(4,885,810 )

5,820,925

Net income

$ 14,813,416

$ 3,637,131

Net income per share:

Basic

$ 8.16

$ 1.96

Diluted

$ 7.95

$ 1.68

Weighted average number of shares:

Basic

1,789,277

1,746,499

Diluted

1,836,774

2,039,315

The

accompanying notes are an integral part of these consolidated financial statements.

- 3 -

BTC

Inc. and Subsidiaries

CONSOLIDATED

STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(AUDITED)

Seed

Preferred Stock

Series

A Preferred Stock

Common

Stock

Additional Paid-In

Retained

Earnings (Accumulated

Stockholders’

Equity

Amount

Capital

Deficit)

(Deficit)

Balance

as of December 31, 2023

290,555

$ 1,200,000

114,111

$ 2,338,678

1,746,499

$ 87

$ 1,862,829

$ (18,315,625 )

$ (12,914,031 )

Stock based compensation

—

193,052

—

193,052

Preferred share dividends

—

(213,804 )

Net income

—

3,637,131

Balance as of December

31, 2024

290,555

$ 1,200,000

114,111

$ 2,338,678

1,746,499

$ 87

$ 2,055,881

$ (14,892,298 )

$ (9,297,652 )

Stock based compensation

—

335,971

—

335,971

Exercise of stock options

—

49,000

64,677

—

64,680

Preferred share dividends

—

(213,220 )

Net income

—

14,813,416

Balance as of December

31, 2025

290,555

$ 1,200,000

114,111

$ 2,338,678

1,795,499

$ 90

$ 2,456,529

$ (292,102 )

$ 5,703,195

The

accompanying notes are an integral part of these consolidated financial statements.

- 4 -

BTC

Inc. and Subsidiaries

CONSOLIDATED

STATEMENTS OF CASH FLOWS

(AUDITED)

For

the Years Ended December 31,

2025

2024

OPERATING ACTIVITIES

Net income

$ 14,813,416

$ 3,637,131

Adjustments to reconcile net income to net

cash provided by (used in)

operating activities:

Depreciation and amortization

10,344

24,195

Stock-based compensation

expense

335,971

193,052

Interest accrued provided

by related party loans

71,187

184,075

Interest accrued used

in long-term loans, net

(3,658 )

(8,605 )

Realized (gains) on

digital assets

(47,904 )

(139,247 )

Unrealized (gains) losses

on digital assets

(24,295 )

2,607

Change in fair value

of SAFE note

1,000

170,000

Change in operating assets and liabilities:

Accounts receivable

(3,655,711 )

(2,787,562 )

Prepaid and other current

assets

(2,609,558 )

(989,895 )

Digital assets

152,360

2,633

Contract assets

(357,301 )

(2,910,920 )

Related party loans

receivable

—

582,096

Investments

141,649

(150,000 )

Loan receivable

—

24,309

Deferred tax assets,

net

3,610,744

(5,928,303 )

Accounts payable

3,531,934

(67,563 )

Accrued expenses and

other liabilities

(1,832,169 )

(2,163,597 )

Accrued settlement

(8,367,349 )

8,367,349

Accrued compensation

(73,538 )

(293,432 )

Contract

liabilities

2,652,184

5,027,369

Net

cash provided by operating activities

8,349,306

2,775,692

INVESTING ACTIVITIES

Loans to officers

—

(90,614 )

Repayment of loans to

officers

—

189,105

Property

and equipment, net

(50,065 )

(370 )

Net

cash provided by (used in) investing activities

(50,065 )

98,121

FINANCING ACTIVITIES

Net repayment of related

party loans

(224,073 )

(659,787 )

Proceeds

from exercise of stock options

64,680

—

Net

cash used in financing activities

(159,393 )

(659,787 )

Net increase in cash and cash equivalents

8,139,848

2,214,026

Cash and cash equivalents,

beginning of year

2,931,437

717,411

Cash and cash equivalents,

end of year

$ 11,071,285

$ 2,931,437

SUPPLEMENTAL DISCLOSURE

OF CASH ACTIVITIES

Cash paid for interest

$ 37,543

$ 19,006

Cash paid for income

taxes

$ 1,602,573

$ 11,774

SUPPLEMENTAL DISCLOSURE

OF NON-CASH FINANCING ACTIVITIES

Conversion of promissory note and accrued interest

to common

stock

$ —

$ 591,644

Accrual of cumulative

preferred dividends

$ 213,220

$ 213,804

The

accompanying notes are an integral part of these consolidated financial statements.

- 5 -

BTC

Inc. and Subsidiaries

NOTES

TO CONSOLIDATED FINANCIAL STATEMENTS

(AUDITED)

NOTE

1 – Description of Organization and Business Operations

Organization

and Nature of Operations

BTC

Inc. (“the Company”) was founded in 2012 and is headquartered in Nashville, Tennessee. The Company operates as a media and

events organization focused on advancing the adoption and understanding of Bitcoin and decentralized technologies. BTC Inc. publishes

Bitcoin Magazine, one of the longest-running and most recognized publications in the cryptocurrency space, offering news, analysis, and

educational content. The Company also produces The Bitcoin Conference, the largest annual Bitcoin-focused event globally, which convenes

industry leaders, developers, investors, and advocates. Revenue is generated through event ticketing and sponsorships, digital and print

advertising, subscriptions, and branded merchandise. The Company’s mission is to accelerate hyperbitcoinization to the point at

which Bitcoin becomes the default global monetary system. The Company aims to empower individuals and institutions through open-source

financial tools and decentralized infrastructure by fostering community engagement and delivering trusted information across our platforms.

addition to Company produced events, the Company participates in certain international conferences, including Bitcoin Amsterdam and Bitcoin

Middle East, through cooperation or joint venture arrangements with local co-organizers. These events differ from Company produced events

in that the local co-organizer is responsible for local operations, including venue contracting, vendor management, permitting, taxes,

and local banking, while the Company provides brand licensing, programming, and sales and marketing support, allowing the Company to

extend its conference platform internationally without establishing foreign legal entities or maintaining foreign bank accounts.

Going

Concern

The

Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic

205-40, Presentation of Financial Statements — Going Concern, which requires that management evaluate whether there are

relevant conditions and events that in aggregate raise substantial doubt about the entity’s ability to continue as a going concern

and to meet its obligations as they become due within one year after the date that the consolidated financial statements are issued.

Under the guidance, the Company must first evaluate whether there are conditions and events that raise substantial doubt about the entity’s

ability to continue as a going concern (step 1). If the Company concludes substantial doubt is raised, management also is required to

consider whether its plans alleviate that doubt (step 2).

The

Company has historically incurred operating losses since inception. During 2024, the Company returned to profitability and has continued

to be profitable in 2025. As of December 31, 2025 the Company had $11,071,285 in cash, a working capital surplus of $2,604,865, and accumulated

deficit of $292,102. The Company has funded its operations primarily with the net proceeds from the issuance of promissory notes, related

party loans, and income from operations. Based on management’s evaluation, the Company’s current financial position and operating

results do not raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date

that these consolidated financial statements are available to be issued.

Subsequent

to December 31, 2025, on February 19, 2026, the Company was acquired by Nakamoto Inc. (NASDAQ: NAKA), a publicly traded Bitcoin company,

in an all-stock transaction. The merger transaction was consummated prior to the issuance date of these consolidated financial statements.

Additional information regarding this transaction is disclosed in Note 15 – Subsequent Events.

NOTE

2 – Summary of Significant Accounting Policies

Basis

of Presentation

The

Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the

United States of America (“U.S. GAAP”), as determined by the FASB’s Accounting Standards Codification. These consolidated

financial statements include all adjustments that, in the opinion of management, are necessary in order to make the consolidated financial

statements not misleading.

- 6 -

Recently

Adopted Accounting Pronouncements

December 2023, the FASB issued ASU No. 2023-09, Income Taxes, which prescribes standardized categories and disaggregation of information

in the reconciliation of the provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income

tax-related disclosure requirements. The Company adopted this standard for the fiscal year ended December 31, 2025. The adoption did

not have a material impact on the Company’s consolidated financial statements or related disclosures beyond the expanded disclosures

included in Note 12.

December 2023, the FASB issued ASU No. 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic 350-60): Accounting

for and Disclosure of Crypto Assets, which requires eligible crypto assets to be measured at fair value, with changes recognized

in net income each reporting period. Upon adoption, the Company reclassified its digital asset holdings from indefinite-lived intangible

assets to financial assets measured at fair value. Early adoption is permitted for any interim or annual period for which consolidated

financial statements have not yet been issued. The Company elected to early adopt the standard retrospectively to all periods presented

in the consolidated financial statements. As a result, eligible digital assets are measured at fair value, with changes recognized in

the net income (loss) of each reporting period. The adoption did not result in a cumulative-effect adjustment to the accumulated deficit.

The Company has updated its disclosures to reflect the nature, valuation, and risks associated with its digital asset holdings.

June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses

on Financial Instruments, which introduced an expected credit loss model for the impairment of financial assets measured at amortized

cost. The model replaces the probable, incurred loss model for those assets and broadens the information an entity must consider in developing

its expected credit loss estimate for assets measured at amortized cost. On January 1, 2023, BTC Inc. adopted ASU No. 2016-13 with no

material impact to the consolidated balance sheets, results of operations, or cash flows.

Recently

Issued Accounting Pronouncements

November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses, which requires disclosures of certain

additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory, employee

compensation, depreciation, and intangible asset amortization included within each income statement expense caption, as applicable. The

updated standard is effective for our annual periods beginning in fiscal year 2026 and interim periods beginning in the first quarter

of fiscal year 2027. The Company is currently evaluating the impact of this guidance but does not anticipate a material impact on its

consolidated financial statements or related disclosures.

November 2024, the FASB issued ASU No. 2024-04, Debt — Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions

of Convertible Debt Instruments, which clarifies the requirements for determining whether the settlement of a convertible debt instrument

should be accounted for as an induced conversion rather than a debt extinguishment. The ASU addresses how entities assess the form and

amount of consideration transferred in connection with a settlement and clarifies that induced conversion accounting may apply to instruments

that are not currently convertible, provided the instrument contained a substantive conversion feature as of both its issuance date and

the offer acceptance date. The updated standard is effective for annual reporting periods beginning after December 15, 2025, and interim

reporting periods within those annual reporting periods, with early adoption permitted for entities that have adopted ASU 2020-06. The

Company has evaluated the impact of this standard and determined that it is not applicable to the Company’s consolidated financial

statements, as the Company does not have any convertible debt instruments within the scope of Subtopic 470-20. Accordingly, the adoption

of this guidance is not expected to have any impact on the Company’s consolidated financial statements or related disclosures.

July 2025, the FASB issued ASU No. 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses

for Accounts Receivable and Contract Assets, which introduces a practical expedient allowing entities to assume that current conditions

as of the balance sheet date will not change for the remaining life of an asset when estimating expected credit losses on current accounts

receivable and current contract assets arising from transactions accounted for under ASC 606. Additionally, entities other than public

business entities that elect the practical expedient may make an accounting policy election to consider collection activity occurring

after the balance sheet date but before the financial statements are available to be issued when estimating expected credit losses. The

updated standard is effective for the Company beginning with the fiscal year 2026 annual reporting period. The Company is currently evaluating

the impact of this guidance and whether to elect the available practical expedient and, if applicable, the accounting policy election,

but does not anticipate a material impact on its consolidated financial statements or related disclosures.

- 7 -

May 2025, the FASB issued ASU No. 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers

(Topic 606): Clarifications to Share-Based Consideration Payable to a Customer, which clarifies the accounting for share-based payment

awards granted by an entity as consideration payable to a customer. The ASU revises the definition of a performance condition to explicitly

include vesting conditions based on the volume, monetary amount, or timing of a customer’s purchases of goods or services; eliminates

the forfeiture policy election for awards granted to customers; and clarifies that the variable consideration constraint in ASC 606 does

not apply to share-based consideration payable to a customer that is measured and classified under ASC 718. The updated standard is effective

for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods,

with early adoption permitted. The Company has evaluated the impact of this standard and determined that it is not applicable to the

Company’s consolidated financial statements, as the Company does not issue share-based consideration to customers as an incentive

to purchase goods or services. Accordingly, the adoption of this guidance is not expected to have any impact on the Company’s consolidated

financial statements or related disclosures.

May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting

Acquirer in the Acquisition of a Variable Interest Entity, which amends the guidance for identifying the accounting acquirer in a

business combination in which the legal acquiree is a variable interest entity (VIE). Prior to this update, the primary beneficiary of

an acquired VIE was always deemed the accounting acquirer. Under the amended guidance, when a business combination is effected primarily

by the exchange of equity interests and the legal acquiree is a VIE that meets the definition of a business, an entity must consider

the factors in ASC 805-10-55-12 through 55-15 to identify the accounting acquirer, which may result in certain transactions being accounted

for as reverse acquisitions that would not have been under prior guidance. The updated standard is effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted.

The amendments are to be applied prospectively to business combinations occurring on or after the adoption date. The Company has evaluated

the impact of this standard. Although the Company completed its merger with Nakamoto Inc. in February 2026 as further described in Note

15 — Subsequent Events, that transaction closed prior to the effective date of ASU 2025-03 and was accounted for under guidance

in effect at the time of closing. The Company does not anticipate that this standard will have a material impact on its consolidated

financial statements or related disclosures.

Changes

in Accounting Policies

The

Company has consistently applied the accounting policies described in this Note 2 to all periods presented in these consolidated financial

statements.

Use

of Estimates

The

preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated

financial statements. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions

that are believed to be reasonable given the quality of information available as of the date of these consolidated financial statements.

The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are

not readily apparent from other sources. Actual results could differ from these estimates. The Company believes judgment is involved

in determining the fair value of the SAFE notes, share-based compensation, and the realizability of deferred tax assets, and the assessment

of impairment indicators and fair value of equity investments accounted for under the measurement alternative in accordance with ASC

312. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions that the Company

believes are reasonable under the circumstances, including assumptions as to future events. Actual results could differ materially from

those estimates and assumptions.

Cash

and Cash Equivalents

The

Company maintains its cash deposits with major financial institutions over the FDIC limit. The Company had cash and cash equivalents

of $11,071,285 and $2,931,437 as of December 31, 2025 and 2024, respectively. The Company has not experienced any losses on cash balances

held in excess of insured amounts.

Prepaid

Expenses and Other Current Assets

Prepaid

expenses primarily consist of advance payments for subscriptions, event registrations, and related services that provide benefits in

future periods. Prepaid expenses are recorded at cost and are expensed ratably over the period the benefits are realized or as consumed

at points in time. The Company periodically reviews the carrying value of prepaid expenses and other current assets to determine if any

amounts are no longer recoverable and records an expense in the period such determination is made.

- 8 -

Fair

Value Measurement

Fair

value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal

or most advantageous market for the asset or liability in an orderly transaction between market participants as of the measurement date.

Applicable accounting guidance provides an established hierarchy for inputs used in measuring fair value that maximizes the use of observable

inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs

are inputs that market participants would use in valuing the asset or liability and are developed based on market data obtained from

sources independent of us. Unobservable inputs are inputs that reflect our assumptions about the factors that market participants would

use in valuing the asset or liability. There are three levels of inputs that may be used to measure fair value:

Level 1

Quoted prices in active markets

for identical assets or liabilities that the entity has the ability to access.

Level 2

Inputs other than Level 1

that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets

that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full

term of the assets and liabilities.

Level 3

Unobservable inputs that

are supported by little or no market activity and that are significant to the fair value of the assets and liabilities.

Assets

and liabilities measured at fair value are classified based on the lowest level of input that is significant to the fair value measurement.

The Company reviews the fair value hierarchy classification on an as needed basis. Changes in the observability of valuation inputs may

result in a reclassification of levels for certain securities within the fair value hierarchy. The Company recognizes transfers into

and out of levels within the fair value hierarchy in the appropriate period in which the actual event or change in circumstances occur.

Digital

Assets

The

Company’s digital assets consist of cryptocurrencies that are fungible, reside on public blockchains, and are secured through cryptographic

protocols. The Company has elected to early adopt ASU No. 2023-08, Intangibles — Goodwill and Other — Crypto Assets (Subtopic

350-60): Accounting for and Disclosure of Crypto Assets, and accordingly, digital assets within the scope of ASC 350-60 are measured

at fair value at each reporting date, with changes in fair value recognized in net income each reporting period. These assets are presented

as digital assets on the consolidated balance sheets. Fair value measurements are categorized within the fair value hierarchy based on

the observability of inputs used in the valuation. The Company’s digital assets are generally valued using Level 1 inputs, which

are quoted prices on active exchanges. Gains and losses from changes in fair value of digital assets are included in other income (expense)

in the consolidated statements of operations.

Contract

Assets

Contract

assets represent amounts earned for services provided or goods delivered that have not yet been invoiced to customers as of the reporting

date. These balances arise primarily from timing differences between revenue recognition under ASC 606, Revenue from Contracts with

Customers, and the related billing schedules in customer contracts. Contract assets are recorded at their estimated collectible amounts

and classified as current assets when collection is expected within one year. The Company evaluates these balances regularly for collectability

and includes them in its overall assessment of credit risk. Any adjustments for doubtful accounts are recorded through the allowance

for credit losses in accordance with ASC 326, Financial Instruments—Credit Losses (Topic 326).

Property

and Equipment

Property

and equipment are stated at cost less accumulated depreciation. Maintenance, repairs, and minor replacements are charged to expense as

incurred. Depreciation on property and equipment is recorded using the straight-line method over the estimated useful lives of the related

assets. When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts, and any

resulting gain or loss is reflected in the accompanying consolidated statements of operations in the period realized.

Intangible

Assets

Intangible

assets include identifiable non-monetary assets without physical substance that are acquired or developed by the Company. These assets

primarily consist of domain name purchases, intellectual property related to branded media (e.g., digital and print publications), and

other proprietary content. Intangible assets are recorded at cost and are amortized on a straight-line basis over their estimated useful

lives, unless determined to be indefinite-lived. The Company reviews intangible assets for impairment whenever events or changes in circumstances

indicate that the carrying amount may not be recoverable.

- 9 -

Impairment

of Long-Lived Assets

Long-lived

assets are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be fully

recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to their fair

value, which is normally determined through analysis of the future net cash flows expected to be generated by the assets. If such assets

are considered to be impaired, the impairment to be recognized is measured by the amount that the carrying amount of the assets exceeds

the fair value of the assets. As of December 31, 2025 and 2024, no such indicators of impairment were identified, and accordingly, no

impairment losses were recognized.

Investments

The

Company accounts for equity investments in accordance with ASC 321, Investments — Equity Securities. Equity investments

that do not have a readily determinable fair value are measured at cost, less impairment, if any. The Company holds equity investments

in privately held entities, including Roundtable Media, LLC and UTXO Bitcoin Ecosystem US Fund 1. These investments are not quoted on

a U.S. securities exchange, are not traded in foreign markets, and are not interests in mutual funds or similar structures. Additionally,

they do not qualify for the net asset value practical expedient under ASC 820 because they are not investments in entities within the

scope of ASC 946 or real estate funds.

Management

evaluates these investments for impairment indicators at each reporting date. If impairment is identified, the investment is written

down to its fair value. During the year ended December 31, 2025, management identified indicators of impairment related to its investment

in BTF Investments LLC, based on information received in the entity’s Schedule K-1 indicating the investment had no remaining value.

Accordingly, the Company recognized an impairment loss of $141,649, writing the carrying value of that investment down to $0, which is

included in other income (expense), net on the consolidated statements of operations.

December 31, 2025 and 2024, the carrying value of the Company’s equity investments were $450,000 and $591,649, respectively.

Long-term

Debt

The

Company records debt at its amortized cost and related interest expense is recognized using the effective interest method over the term

of the debt. The Company classifies debt as current or non-current based on contractual maturities as of the consolidated balance sheet

date. Conversions of debt to equity are treated as non-cash financing activities and disclosed in the supplemental schedule to the consolidated

statements of cash flows.

The

Company evaluates compliance with debt covenants on an ongoing basis and discloses any material violations or waivers in the notes to

the consolidated financial statements.

Revenue

Recognition

The

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized upon transfer

of control of promised goods or services to customers in an amount that reflects the consideration the Company expects to receive in

exchange for those goods or services. This involves identifying the contract, determining performance obligations, establishing the transaction

price, allocating the price to performance obligations, and recognizing revenue as obligations are satisfied. The Company applies ASC

606 to the following revenue streams: events, digital, advisory, and print publications.

Events

Revenue

The

Company hosts conferences and industry gatherings and generates revenue through ticket sales, sponsorships, exhibitor fees, and ancillary

services related to these Company produced events. Revenue from Company produced events is recognized when the event occurs, and performance

obligations are satisfied. Amounts invoiced or collected in advance of the event are recorded as contract liabilities until the event

is completed.

Event

sponsorship contracts generally include a bundle of highly interrelated services, such as branding, marketing exposure, booth access,

and attendee benefits. Management has determined that these promised goods and services are not distinct within the context of the contract,

as they are not separately identifiable and do not provide standalone value to the customer. Accordingly, each event sponsorship arrangement

is accounted for as a single performance obligation. The transaction price is typically fixed and stated in the contract, and because

the contracts include a single performance obligation, no allocation of consideration to individual activities is performed.

- 10 -

addition to Company produced events, the Company participates in certain international conferences through cooperation or joint venture

arrangements with local co-organizers. These arrangements are evaluated under ASC 808, Collaborative Arrangements, as the Company and

its partners are active participants that share risks and rewards. To the extent the Company provides services to these arrangements

that are within the scope of ASC 606, such services are evaluated separately, including an assessment of whether the Company acts as

a principal or an agent. For these international events, the Company generally does not control the underlying event operations or locally

provided services prior to transfer to customers and therefore acts as an agent. Accordingly, revenue is recognized on a net basis for

services the Company provides, such as brand licensing, programming, and agreed-upon sales and marketing services. Revenue is recognized

as the related services are performed or, for event-based services, at the time the event occurs, consistent with ASC 606-10-25-23 through

25-30. Amounts collected from customers or advanced on behalf of these collaborative arrangements, including certain digital asset collections,

are excluded from revenue, as they represent amounts collected on behalf of third parties.

Digital

Revenue

The

Company generates revenue through advertising, content syndication, and other services delivered through the Company’s online platforms.

Digital revenue contracts may include multiple promised services, such as online advertising, newsletter placements, or other sponsored

content. Revenue is recognized over the period in which the related digital content is delivered, or as advertising impressions occur,

reflecting when the customer receives the benefit. Specifically, website and sponsored content revenue is recognized when the content

is published or delivered, and advertising revenue is recognized over the period in which the public outreach is distributed and impressions

are delivered. Amounts invoiced or collected in advance of delivery are recorded as contract liabilities and recognized as revenue as

the related advertising services are performed.

Revenue

The

Company derives print revenue from the sale of physical publications and print advertising. Revenue from the sale of physical publications

is recognized upon delivery, when control of the publication transfers to the customer. Print advertising revenue is recognized over

the advertising period. Amounts billed or collected in advance of publication or delivery are recorded as contract liabilities and recognized

as revenue when the applicable publication is distributed.

Advisory

Revenue

The

Company generates advisory revenue through corporate subscription services, consulting engagements, and symposium sponsorships. Corporate

subscription contracts provide customers with access to curated Bitcoin research, policy intelligence, and executive education content

over a defined contract term, typically ranging from twelve to twenty-four months. These contracts represent a single stand-ready performance

obligation satisfied ratably over the subscription period, and revenue is recognized on a straight-line basis over the contract term

in accordance with ASC 606-10-25-27 through 25-28. Amounts invoiced or collected in advance of the subscription period are recorded as

contract liabilities and recognized as revenue as the performance obligation is satisfied.

Consulting

revenue is derived from bespoke advisory engagements with corporate clients pursuing Bitcoin treasury and strategy initiatives. Each

consulting engagement is evaluated to identify the distinct performance obligations within the contract. Where an engagement comprises

a single deliverable or a series of related services that are substantially the same and have the same pattern of transfer, the arrangement

is treated as a single performance obligation recognized at the point in time the service is delivered or, where services are rendered

over a defined period, ratably over that period. Variable consideration, if any, is estimated using the most likely amount method and

included in the transaction price to the extent it is probable that a significant reversal will not occur.

Symposium

sponsorship revenue relates to exclusive, invitation-only leadership forums hosted by the Company, generally for the benefit of the Bitcoin

for Corporation members. Symposium sponsorship contracts typically include a single performance obligation representing the sponsorship

package delivered in connection with the event. Revenue is recognized at the point in time the symposium occurs, consistent with the

recognition pattern applied to the Company’s other event-based revenue streams. Amounts received in advance of the symposium date

are recorded as contract liabilities until the performance obligation is satisfied.

- 11 -

Stock-Based

Compensation

The

Company applies ASC 718, Stock Compensation, when recording share-based compensation. The fair value of each stock option award

is estimated on the date of grant using the Black-Scholes option valuation model. The assumptions used in the Black-Scholes valuation

model are as follows:

– Grant

Price - The grant price of the issuances is determined based on the estimated fair value

of the shares at the date of grant.

– Risk-Free

Interest Rate - The risk-free interest rate for periods within the contractual life of

the option is based on the U.S. Treasury yield in effect at the time of grant.

– Expected

Lives - Due to the Company’s insufficient history of option activity, management

utilizes the simplified approach to estimate the options’ expected term, which represents

the period of time that options granted are expected to be outstanding.

– Expected

Volatility - Determined based on management’s estimate or historical volatilities

of comparable companies.

– Expected

Dividend Yield - Based on current yield at the grant date or the average dividend yield

over the historical period. The Company has never declared or paid dividends and has no plans

to do so in the foreseeable future.

The

share-based compensation expense is recognized on a straight-line basis based on the number of awards expected to vest over the requisite

service period. The expense is adjusted for actual forfeitures, such that if an award is forfeited, the previously recognized stock-based

compensation expense and the corresponding balance in additional paid-in capital are reversed. For further details regarding share-based

compensation, see Note 11.

Income

Taxes

The

Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability approach. Deferred

tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial

statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the

period that includes the enactment date. The Company records valuation allowances against deferred tax assets as deemed necessary.

The

Company accounts for the uncertainty in income taxes as prescribed by the minimum probability threshold that a tax position must meet

before a consolidated financial statement benefit is recognized. The minimum threshold is defined as a tax position that is more likely

than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation

processes, based on the technical merits of the position. The tax benefit to be recognized is measured as the largest amount of benefit

that is greater than 50% likely of being realized upon ultimate settlement. If applicable, the Company records interest and penalties

as a component of income tax expense.

During

2024, the Company recorded an income tax benefit of $5,820,925. During 2025, the Company recorded an income tax expense of $4,885,810

in its consolidated statements of operations.

February 19, 2026, BTC Inc. was acquired by Nakamoto Inc. in a transaction that constituted an ownership change under Internal Revenue

Code Section 382. This ownership change imposes an annual limitation on the future utilization of BTC Inc.’s pre-change net operating

loss carryforwards and certain other tax attributes. As of December 31, 2025, BTC Inc. had state net operating loss carryforwards of

approximately $7,840,952 and a capital loss carryover of approximately $5,327,415 with a tax-effected deferred tax asset of $1,358,356.

The annual §382 limitation analysis has not yet been completed as of the date of issuance of these financial statements. To the

extent that the applicable annual limitation restricts the realizability of these deferred tax assets, a valuation allowance may be required

upon completion of the analysis. The Company’s current deferred tax asset balance of $2,317,559 does not reflect any §382

limitation adjustment.

Net

Income (Loss) Per Share

The

Company computes basic and diluted net income (loss) per share in accordance with ASC Topic 260, Earnings Per Share. Basic net

income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during

the reporting period. Diluted net earnings income (loss) per share reflects the potential dilution that could occur if stock options

and other commitments to issue common stock were exercised or equity awards vested resulting in the issuance of common stock that could

share in the net income (loss) of the Company.

- 12 -

NOTE

3 – Disaggregation of Revenue

The

Company’s revenues are disaggregated based on revenue type. The Company’s net revenues for the years ended December 31, 2025

and 2024 are disaggregated as follows:

For

the Years Ended December 31,

Revenue

Types

Revenue

Recognition

2025

2024

Events revenue

At a point in time

$ 53,615,586

$ 24,855,638

Digital revenue

Over time

9,423,467

5,723,885

Print revenue

At a point in time

306,503

339,764

Advisory revenue

Over time

2,238,693

—

Other revenue

At a point in time

436,303

507,386

Total

revenue

$ 66,020,552

$ 31,426,673

NOTE

4 – Net Income Per Share

The

following table sets forth the computation of the Company’s basic and diluted income per common share for the years ended December

31, 2025 and 2024, as follows:

For

the Years Ended December 31,

2025

2024

Numerator:

Net income

$ 14,813,416

$ 3,637,131

Preferred

share dividend

(213,220 )

(213,804 )

Net income available for

common shares

$ 14,600,196

$ 3,423,327

Denominator:

Weighted average common

shares outstanding (basic)

1,789,277

1,746,499

Dilutive

effect of stock options

47,497

292,816

Weighted average common

shares outstanding (diluted)

1,836,774

2,039,315

Basic

earnings per share

$ 8.16

$ 1.96

Diluted

earnings per share

$ 7.95

$ 1.68

NOTE

5 – Property and Equipment, Net

Property

and equipment, net as of December 31, 2025 and 2024 consists of the following:

Estimated

useful life

December

31, 2025

December

31, 2024

Computers and equipment

3-5 years

101,331

100,778

Production equipment

3-5 years

7,849

—

Furniture and fixtures

3-5 years

3,588

—

Less:

Accumulated depreciation

(66,192 )

(93,923 )

Property and equipment,

net

$ 46,576

$ 6,855

Depreciation

expense for the years ended December 31, 2025 and 2024 was $10,344 and $24,195, respectively.

NOTE

6 – Intangible Assets, Net

Intangible

assets, net as of December 31, 2025 and 2024 consists of the following:

Estimated

useful life

December

31, 2025

December

31, 2024

Domain purchase

5 years

50,000

IP Magazine

Indefinite

78,364

Less:

Accumulated amortization

(50,000 )

Intangible assets,

net

$ 78,364

Amortization

expense for the years ended December 31, 2025 and 2024 was $0 and $321, respectively. As of January 31, 2024, the intangible assets associated

with Domain purchase were fully amortized.

- 13 -

The

Company’s IP Magazine intangible asset is classified as an indefinite-lived intangible asset and, accordingly, is not subject to

amortization. Management has determined that the IP Magazine has an indefinite useful life because the Company continues to actively

use the publication, the asset does not have a legal, contractual, or regulatory expiration date, and there are no foreseeable limits

on the period over which the asset is expected to contribute to future cash flows. The IP Magazine is evaluated for impairment at least

annually, or more frequently if events or changes in circumstances indicate that the asset may be impaired. As of December 31, 2025 and

2024, management performed its impairment evaluations and determined that no impairment existed with respect to the IP Magazine intangible

asset.

NOTE

7 — Fair Value Measurements

Digital

Assets

The

Company accepts digital assets, including Bitcoin, stablecoins, and other cryptocurrencies, from customers, in the ordinary course of

business, as a form of payment for goods and services, primarily in connection with events and subscription services. The Company’s

digital assets are held for operating purposes as the intent is to convert digital assets received as a form of payment to cash or to

use them to fulfill expenses or other obligations. These assets are not maintained for investment or speculative activities.

The

following table summarizes the Company’s digital asset holdings and their classification within the fair value hierarchy under

ASC 820:

Fair

Value

For

the Year Ended December 31, 2025

Digital

asset

Hierarchy

Units

Cost

Basis

Fair

Value

Bitcoin (BTC)

Level 1

1.938

$ 145,335

$ 169,630

USDT

Level 1

766.961

766

Total

digital assets

$ 146,101

$ 170,396

Fair

Value

For

the Year Ended December 31, 2024

Digital

asset

Hierarchy

Units

Cost

Basis

Fair

Value

Bitcoin (BTC)

Level 1

0.913

$ 89,403

$ 85,240

Ethereum (ETH)

Level 1

0.026

103

USDT

Level 1

154,736.339

154,574

154,736

USDC

Level 1

10,494.392

10,494

Total

digital assets

$ 254,574

$ 250,557

The

following table provides a reconciliation of digital assets as of December 31, 2025 and 2024:

For

the Years Ended

December

31, 2025

December

31, 2024

Beginning Balance

$ 250,557

$ 116,550

Additions

16,932,236

13,317,449

Disposals

(17,084,596 )

(13,320,082 )

Realized gain on disposals

47,904

139,247

Change

in fair value of digital assets

24,295

(2,607 )

Ending Balance

$ 170,396

$ 250,557

All

digital assets are held with a third-party custodian. The Company periodically reviews custody arrangements and internal controls to

mitigate risks associated with digital asset security and access.

Additions

to digital assets primarily represent cryptocurrencies received from customers as a form of payment in the ordinary course of business.

Disposals of digital assets reflect the Company’s sale of cryptocurrencies for U.S. dollars, generally to manage liquidity and

fund operating activities. Gains recognized on disposals represent the difference between the carrying value of the digital assets and

the proceeds received upon sale. Changes in the fair value of digital assets reflect period-to-period valuation adjustments based on

observable market prices.

- 14 -

Simple

Agreement for Future Equity (SAFE) Note

February 2021, the Company issued a Simple Agreement for Future Equity (“SAFE”) in exchange for a cash investment of $500,000.

The SAFE note entitles the holder to convert the SAFE into the Company’s preferred stock, of which the classification of the preferred

stock had not yet been authorized or established as of issuance date of the SAFE. The terms provide for automatic conversion of the SAFE

agreements’ purchase amounts into the Company’s preferred stock upon the occurrence of an equity financing, liquidation,

or dissolution event, as fully defined in the SAFE agreement. The number of shares of preferred stock the SAFE note converts into is

the purchase amount divided by the conversion price, as fully defined in the SAFE agreements.

The

Company recorded the SAFE as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity, as the investor does

not exercise control over the Company and the SAFE embodies an obligation. The SAFE note is subsequently remeasured at fair value. These

instruments are classified as Level 3 within the fair value hierarchy under ASC 820 due to the use of significant unobservable inputs

in their valuation.

The

fair value of the SAFE note is determined by using valuation models that incorporate significant unobservable inputs. These inputs include

assumptions related to the probability and timing of a qualifying equity financing or other liquidity event, the expected enterprise

value of the Company at the time of conversion, expected volatility, and an appropriate discount rate. Because these inputs are unobservable

and involve significant judgment, changes in these assumptions could have a material impact on the estimated fair value of the SAFE note.

In particular, increases in the assumed probability of an equity financing or higher expected enterprise values would generally result

in an increase in the fair value of the SAFE note, while increases in the discount rate or decreases in expected valuation assumptions

would generally result in a decrease in fair value.

2021, the Company initially recorded the SAFE at $500,000. As of December 31, 2024, the estimated fair value of the SAFE was $482,000

and included in long-term debt, net in the accompanying consolidated balance sheets. As of December 31, 2025, the estimated fair value

of the SAFE was $483,000 and recorded as SAFE note on the accompanying consolidated balance sheets. Accordingly, the Company recognized

a $1,000 gain in the change in fair value of SAFE note, for the year ended December 31, 2025, which is included in other income (expense)

on the consolidated statements of operations.

The

following tables present information about the change in fair value of the Company’s Level 3 SAFE note for the years ended December

31, 2025 and 2024:

For

the Years Ended December 31,

SAFE

note

2025

2024

Beginning of period

$ 482,000

$ 312,000

Change

in fair value

1,000

170,000

End of period

$ 483,000

$ 482,000

NOTE

8 – Related Party Transactions

Party Loans Receivable

2021, the Company entered into loan agreements with David Bailey, co-founder and former CEO of the Company. These loans were made under

terms approved by the Board of Directors, bear interest of 2% per annum, and are payable in full at maturity date. Interest is payable

annually and principal repayments may be made at any time without penalty. Management monitors compliance with these agreements on an

ongoing basis. No amounts were written off or forgiven during the years.

of December 31, 2025 and 2024, the outstanding receivables from Mr. Bailey were $999,982 and recorded as related party receivables on

the accompanying consolidated balance sheets. The Company had interest receivable of $4,659 at December 31, 2025. For the year ended

December 31, 2024, the Company had an interest payable balance of $15,340, due to an over payment and is included in related party interest

payables on the accompanying consolidated balance sheets.

UTXO

Management GP, LLC (“UTXO”) is a related party of the Company since the majority shareholders of UTXO are also majority stockholders

of the Company. Accordingly, transactions between the Company and UTXO are considered related-party transactions.

June 2021, the Company entered into a loan agreement with UTXO. Under the terms of the agreement, the Company provided a total loan of

$782,093 to UTXO, disbursed in two installments: an initial payment of $621,432 in June 2021, followed by a second payment of $160,661

in February 2022. The loan was interest-free, unsecured, and scheduled to mature in June 2026. As of December 31, 2024, the Company wrote

off the outstanding balance of $582,093 and was recognized as bad debt expense in the consolidated statements of operations for the year

ended December 31, 2024. The write-off was treated as a forgiveness of the loan and reduced the related party loan receivable balance

to zero as of December 31, 2024. Accordingly, no balance related to this loan was outstanding as of December 31, 2025.

- 15 -

Effective

January 1, 2024, the Company entered into a Marketing Services Agreement with UTXO under which the Company provides marketing services

to UTXO and the Company is granted the right and option, but not the obligation, to purchase from the UTXO all, but not less than all,

of the issued and outstanding equity interests of UTXO (the “Call Right”). During the years ended December 31, 2025 and 2024,

the Company earned $2,930,000 and $3,004,441, respectively, in service fees from UTXO, which is included in contract assets on the accompanying

consolidated balance sheets. Subsequent to December 31, 2025, the Company exercised its call right with respect to UTXO concurrently

with the closing of the Nakamoto Inc. acquisition, as further described in Note 15 – Subsequent Events.

Nakamoto

Holdings Inc. (“Nakamoto”) is a related party of the Company because the majority shareholders of Nakamoto are also the majority

stockholders of the Company. Accordingly, transactions between the Company and Nakamoto are considered related-party transactions.

of December 31, 2025, the Company had an unbilled contract asset of $80,892 representing marketing services revenue earned from Nakamoto

but not yet invoiced, which is included in contract assets on the accompanying consolidated balance sheets. This balance was invoiced

and collected in cash from Nakamoto in January 2026, prior to the closing of the Merger on February 19, 2026.

Investment

in UTXO Bitcoin Ecosystem US Fund 1 LP

The

Company holds a limited partnership interest in UTXO Bitcoin Ecosystem US Fund 1 LP (the “UTXO Fund”), a fund sponsored and

managed by UTXO Management GP, LLC. As UTXO is a related party of the Company, as described above, this investment constitutes a related

party transaction subject to the disclosure requirements of ASC 850, Related Party Disclosures. The investment was made on terms approved

by the Board of Directors. The carrying value of the Company’s interest in the UTXO Fund was $200,000 as of December 31, 2025 and

2024, respectively. Management performed its annual qualitative impairment assessment as of December 31, 2025 in accordance with ASC

321-10-35-3 and identified no impairment indicators. Accordingly, no impairment was recognized during the years ended December 31, 2025

or 2024, and the investment continues to be carried at cost. The Company received no distributions from the UTXO Fund during the years

ended December 31, 2025 or 2024. As further described in Note 15 — Subsequent Events, in connection with the closing of the Merger

on February 19, 2026, the Company’s interest in the UTXO Fund was transferred to Nakamoto Inc. as part of the all-stock merger

transaction.

Party Payables

David

Bailey, co-founder and former CEO of the Company, has paid certain expenses on behalf of the Company and has provided funding to the

Company. As of December 31, 2025 and 2024, the Company had payables due to Mr. Bailey of $437,437 and $661,510, respectively, which are

included in related party payables on the accompanying consolidated balance sheets.

Tyler

Evans, co-founder and former CIO of the Company, has paid certain expenses on behalf of the Company and has provided funding to the Company.

As of December 31, 2025 and 2024, the Company had payables due to Mr. Evans of $196,000, which are included in related party payables

on the accompanying consolidated balance sheets.

All

related party transactions are reviewed and approved by the Company’s governance committee to ensure they are conducted on terms

equivalent to those that would prevail in arm’s-length transactions.

Management

believes that all related party transactions were conducted in accordance with applicable policies and regulatory requirements.

NOTE

9 – Long-term Debt

December 31, 2025, the Company’s long-term debt consists of loans obtained under the U.S. Small Business Administration’s

Economic Injury Disaster Loan (EIDL) program. These loans are recorded at their outstanding principal amount, net of any unamortized

fees, and classified as long-term liabilities unless due within one year. Interest on the EIDL loan accrues and is recognized as expense

in the period incurred using the effective interest method. Payments of principal and interest are made in accordance with the terms

of the loan agreement, which includes a deferred payment period followed by monthly installments over a 30-year term. The Company evaluates

its long-term debt for compliance with covenants and for impairment indicators at each reporting date.

- 16 -

NOTE

10 – Commitments and Contingencies

Litigation

The

Company follows ASC Topic 450, Contingencies, to report accounting for contingencies, liabilities for loss contingencies arising

from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been

incurred, and the amount of the assessment can be reasonably estimated. As of December 31, 2025, all previously accrued legal settlements

have been settled and paid in full.

March 2026, the Company became aware that an Amended Writ of Summons had been filed in the Hong Kong High Court, Court of First Instance

(Action No. 909 of 2025) naming BTC Media, LLC, a subsidiary of the Company, as defendant. The plaintiff alleges breach of an oral agreement

purportedly entered into in or around July 2024 relating to event procurement services in connection with certain of the Company’s

events, and asserts additional claims of unjust enrichment, fraud, and tort of deceit under Hong Kong law, seeking aggregate damages

of up to approximately $1,400,000 plus interest and costs, a portion of which is contingent upon event profitability thresholds.

The

Company’s legal counsel has advised that the purported service of process did not comply with applicable law, as documents were

delivered to an employee at the Company’s Nashville, Tennessee office who was not authorized to accept service on behalf of BTC

Media, LLC. The Company is working with Hong Kong counsel to challenge the validity of the purported service. Accordingly, as of the

date of these financial statements, no valid or effective service of process on BTC Media, LLC has been established.

The

Company believes the claims are without merit and intends to defend these matters vigorously. Given the defective nature of the purported

service, the early stage of the proceedings, the international jurisdictional complexities involved, and the absence of any written agreement

underlying the claims, management does not believe these matters will result in a material adverse effect on the Company’s financial

condition, results of operations, or cash flows, and no accrual has been recorded as of December 31, 2025. Other than the matter described

above, management is not aware of any pending or threatened legal proceedings that would result in a material adverse effect on the Company’s

financial condition, results of operations, or cash flows.

NOTE

11 – Stockholders’ Equity (Deficit)

Preferred

Stock

The

Company has issued Series Seed and Series A Preferred Stock, each of which provides holders with certain rights, preferences, and privileges

as set forth in the Company’s Certificate of Incorporation. As of December 31, 2025 and 2024, the Company has 290,555 shares of

Series Seed Preferred Stock (“Series Seed”) authorized, issued and outstanding and 521,778 shares of Series A Preferred Stock

(“Series A”) authorized, with 114,111 shares issued and outstanding.

Dividends

and Liquidation Preference: Series Seed shares entitle the holder to receive a cumulative dividend at the annual rate of 6% of the original

issue price per share, equivalent to $0.2478 per share per annum. Series A shares entitle the holder to receive a cumulative dividend

at the annual rate of 6% of the original issue price. Such dividends are computed on an actual/365 day-count basis applied to the aggregate

liquidation preference, resulting in annual accruals of approximately $72,000 for the Series Seed and approximately $141,220 for the

Series A. Combined annual preferred dividends of $213,220 are included in the consolidated statements of equity. Such dividends accrue

and are payable prior to any distributions to common stockholders. Accrued dividends are included in accumulated deficit and recorded

as dividends payable on the consolidated balance sheets. As of December 31, 2025, the Company had accrued dividends payable to Series

Seed and Series A holders of $714,477 and $988,663, respectively, compared with $642,477 and $847,443, respectively, as of December 31,

2024. Total dividends payable as of December 31, 2025 was $1,703,140.

Upon

any liquidation, dissolution, or winding up of the Company, holders of Series Seed and Series A Preferred Stock are entitled to receive,

prior to any distribution to holders of common stock, an amount per share equal to the greater of (i) the original issue price plus any

accrued but unpaid dividends, or (ii) the amount that would be payable if such shares were converted into common stock immediately prior

to the Liquidation Event. If available funds are insufficient to satisfy the full amounts owed to preferred stockholders, the available

funds are distributed ratably among the holders based on the amounts otherwise payable.

Conversion

Rights and Mechanics: Each share of preferred stock is convertible, at the holder’s option, into common stock, without additional

consideration. The conversion ratio is based on the original issue price divided by the applicable conversion price, subject to adjustment.

Fractional shares are not issued; holders receive cash in lieu of fractional shares based on the fair market value of common stock as

determined by the Board. Conversion rights terminate upon a liquidation event immediately prior to the distribution of proceeds to preferred

stockholders. To exercise conversion, a holder must surrender their preferred stock certificate(s) and provide written notice to the

Company specifying the number of shares to convert. Upon conversion, the Company issues the applicable number of common shares (and any

cash in lieu of fractional shares) and pays any declared but unpaid dividends on the converted shares.

- 17 -

Voting

Rights: Holders of Series Seed and Series A shares are not entitled to vote on, or consent to, any matter reserved for vote, or presented

for vote, of the Company’s stockholders.

Common

Stock

April 23, 2025, the Company filed the First Certificate of Amendment of the Amended and Restated Certificate of Incorporation of BTC

Inc. with the Delaware Secretary of State pursuant to Section 242 of the General Corporation Law of the State of Delaware (the “Amendment”).

The Amendment increased the total number of authorized shares of common stock to 3,407,409 shares, bringing total authorized capital

stock to 4,219,742 shares (comprised of 3,407,409 shares of common stock and 812,333 shares of preferred stock). The Amendment was approved

by the Board of Directors and by the written consent of the requisite number of stockholders in accordance with Sections 228 and 242

of the Delaware General Corporation Law.

Common

stock shares entitle the holder to receive a proportionate share of all distributions after payment of the preferred return and the return

of capital on the Series Seed and Series A shares.

During

the year ended December 31, 2025, the Company issued 49,000 shares of common stock upon the exercise of employee stock options at a weighted

average exercise price of $1.32 per share. All four exercises were processed as cashless net settlements with aggregate remittances of

$409,272, comprising $64,680 in exercise price proceeds plus $344,592 in employee tax withholdings. Exercise price proceeds of $64,680

were credited to additional paid-in capital. As of December 31, 2025 and 2024, the Company had 1,795,499 and 1,746,499 shares of common

stock issued and outstanding, respectively.

December 2023, the Company converted a promissory note with a principal balance of $500,000, plus $91,644 in accrued interest, into 51,225

shares of common stock. The conversion is presented as a non-cash financing activity in the supplemental schedule to the consolidated

statements of cash flows.

Stock

Options

The

Company’s Board of Directors approved the Revised 2018 Omnibus Incentive Plan (the “Plan”) that authorized the Board

of Directors to grant awards of stock options of 719,999 shares of common stock to eligible recipients, as defined in the Plan.

The

Company measures and recognizes stock-based compensation expense in accordance with ASC 718, Compensation — Stock Compensation.

The Board of Directors shall grant stock options with an exercise price per share not less than the fair market value of common stock

on the date of grant. The stock options generally have a vesting period of 1 to 4 years, based on continued service, and expire as determined

by the Board of Directors, but not more than ten years from the date of grant. The vesting period of each outstanding option becomes

accelerated upon a change in control of the Company, as defined in the Plan.

summary of the Company’s common stock option activity and related information is as follows:

Options

Weighted

Average

Exercise

Price

Remaining

Contractual

Life (Years)

Aggregated

Intrinsic

Value

Outstanding

at January 1, 2024

548,292

$ 6.90

5.99

$ 2,550,016

Exercisable at January

1, 2024

370,694

$ 5.67

4.68

$ 2,178,564

Granted

—

Exercised

—

Forfeited

(5,500 )

1.32

0.18

Outstanding at December

31, 2024

542,792

$ 6.96

5.30

$ 11,021,013

Exercisable at December

31, 2024

420,051

$ 5.88

4.36

$ 8,981,601

Granted

105,427

27.26

—

Exercised

(49,000 )

1.32

—

Forfeited

(25,143 )

1.49

—

Outstanding at December

31, 2025

574,076

$ 11.40

5.79

$ 27,225,621

Exercisable at December

31, 2025

386,185

$ 7.05

4.28

$ 19,998,380

- 18 -

During

the year ended December 31, 2025, 49,000 stock options were exercised by employees at a weighted average exercise price of $1.32 per

share, resulting in total cash proceeds of $64,680, representing exercise price payments at $1.32 per share. No stock options were exercised

during the year ended December 31, 2024.

The

following is a summary of non-vested common stock options as of December 31, 2025 and 2024, and changes during 2025 and 2024:

Options

Weighted

Average

Fair

Value

Non-vested at December 31, 2023

161,925

$ 5.16

Granted

—

Vested

(54,857 )

5.30

Forfeited

(5,500 )

0.18

Non-vested at December 31, 2024

101,568

$ 4.03

Granted

105,427

19.81

Vested

(40,277 )

5.12

Forfeited

(25,143 )

0.82

Non-vested at December 31, 2025

141,575

$ 14.70

of December 31, 2025 and 2024, there was approximately $2,125,025 and $442,126 of total unrecognized stock-based compensation to be recognized

over a weighted average period of 2.11 and 1.46 years related to unvested options, respectively. The weighted average contractual term

of options exercisable is 4.28 and 4.36 years as of December 31, 2025 and 2024, respectively.

The

Company recognized stock-based compensation expense of $335,971 and $193,052 for the years ended December 31, 2025 and 2024, respectively,

included in general and administrative expense. No compensation expense was recognized at the exercise date of any 2025 NSO exercise;

the exercise-date spread constitutes ordinary income to the employee and a tax deduction for the Company under IRC §83, but does

not give rise to GAAP compensation expense under ASC 718.

The

intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the estimated fair

value of the Company’s common stock. If the exercise price exceeds the estimated fair value of the common stock, the option has

no intrinsic value. Intrinsic value reflects the immediate economic benefit that would be realized if the option were exercised on that

date and does not incorporate the option’s remaining contractual term, volatility, or other valuation assumptions.

The

aggregate intrinsic value of options exercised during the year ended December 31, 2025 was $1,271,060, representing the spread between

the $27.26 per share fair market value at exercise and the $1.32 exercise price across 49,000 shares. This intrinsic value constitutes

the employee’s ordinary income for tax purposes and the Company’s corresponding tax deduction, but does not represent GAAP

compensation expense under ASC 718. No options were exercised during the year ended December 31, 2024.

The

weighted-average assumptions used under the Black-Scholes-Merton Option-Pricing Model to calculate the fair value of options granted

during the year ended December 31, 2025 were as follows (no options were granted in 2024).

For

the year ended December 31, 2025

Risk-free interest rate

4.25 %

Dividend yield

0.00 %

Expected volatility

39.00 %

Expected term (in years)

4.50

years

NOTE

12 – Income Taxes

of December 31, 2025, the Company had no remaining federal net operating loss carryforwards, as the previously available carryforwards

of $6,474,257 were fully utilized during the year. As of December 31, 2024, the Company had federal net operating loss carryforwards

of $6,474,257. The Company had state net operating loss carryforwards of approximately $7,840,952 as of December 31, 2025, which may

be available to reduce future state taxable income. The carryforward periods vary by state, ranging from a limited number of years to

indefinite. As of December 31, 2025, the Company had net deferred tax assets of $2,317,559.

- 19 -

The

Company had no amounts recorded for uncertain tax positions, interest, or penalties in the accompanying consolidated financial statements.

The Company regularly assesses its tax positions and adjusts amounts recorded as necessary to ensure compliance with applicable tax laws

and regulations. The Company’s federal income tax returns are subject to examination by the Internal Revenue Service for tax years

2022 through 2025, and state income tax returns remain subject to examination for tax years 2021 through 2025, with specific examination

periods varying by jurisdiction.

The

provision for (benefit from) income taxes consists of the following for the years ended December 31, 2025 and 2024:

Years

Ended December 31,

2025

2024

Current:

Federal

$ 758,753

$ 103,858

State

516,313

3,520

Total current

1,275,066

107,378

Deferred:

Federal

3,022,914

(3,060,519 )

State

587,830

(2,867,784 )

Total deferred

3,610,744

(5,928,303 )

Total provision for

(benefit from) income taxes

$ 4,885,810

$ (5,820,925 )

The

Company’s effective income tax rate for the year ended December 31, 2025 was approximately 24.8%, reflecting income tax expense

of $4,885,810 on pre-tax income of $19,699,226, compared to an effective tax benefit rate of (266.6%) for the year ended December 31,

2024, which was attributable to the full reversal of the Company’s valuation allowance on its deferred tax assets. The following

describes the primary categories of items causing the effective rate to differ from the U.S. federal statutory rate of 21% for the year

ended December 31, 2025:

● State

and local income taxes, net of federal benefit: State income taxes comprised of current

and deferred state income tax expense, net of the federal tax benefit, increased the effective

rate by approximately 4.2 percentage points or approximately $830,941. The Company is subject

to income tax in multiple state jurisdictions the net-of-federal-benefit presentation reflects

the federal deduction available for state taxes paid.

● Other

items, net: Other permanent differences, net of offsetting items, reduced the effective

rate by approximately 0.5 percentage points, primarily reflecting nondeductible expenses,

stock options exercised, and other items that do not have a corresponding tax effect.

Deferred

income tax assets and liabilities as of December 31, 2025 and 2024, consisted of the following temporary differences and carry-forward

items:

Years

Ended December 31,

Deferred

tax assets (liabilities):

2025

2024

Accruals

$ 176,104

$ 104,805

Intangible assets

6,375

7,225

Capitalized R&D

in accordance with IRS Section 174

55,312

231,875

Net operating loss carryforwards

388,138

1,857,340

Litigation settlement

—

2,133,495

Capital loss carryover

1,358,356

1,334,474

R&D tax credit

17,294

Stock compensation

250,970

170,461

Other

65,010

71,334

Total deferred tax

assets, net

$ 2,317,559

$ 5,928,303

- 20 -

Income

Taxes Paid

The

following table presents income taxes paid (net of refunds received) for the years ended December 31, 2025 and 2024, disaggregated by

federal and state jurisdiction, in accordance with ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures:

Years

Ended December 31,

2025

2024

Federal

$ 986,096

$ —

State and local

Tennessee

455,501

—

All

other states

67,926

11,119

Total income taxes paid,

net of refunds

$ 1,509,523

$ 11,119

Differences

between cash income taxes paid presented in the statement of cash flows and income taxes paid disclosed above relate to refunds received

and payments attributable to prior-year tax returns during the period.

assessing the realizability of deferred income tax assets, management considers whether it is more likely than not that some portion

or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the

generation of future taxable income during the periods in which those deductible temporary differences reverse. Management considers

the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this

assessment.

of December 31, 2023, the Company recorded a full valuation allowance against its deferred tax assets due to cumulative losses and uncertainty

regarding the realization of such assets. During the year ended December 31, 2024, management reassessed the realizability of its deferred

tax assets and determined that sufficient positive evidence existed to conclude that it is more likely than not that the deferred tax

assets will be realized. This assessment was primarily based on the recognition of significant taxable temporary differences, including

those related to the litigation settlement, improved expectations of future taxable income, and the utilization of net operating losses

within their carryforward periods. Accordingly, the Company reversed the valuation allowance of $5,321,334. As a result of the valuation

allowance reversal, the Company recognized an income tax benefit of $5,820,925 for the year ended December 31, 2024, reflecting the release

of the full valuation allowance and the recognition of net deferred tax assets of $5,928,303 on the consolidated balance sheet as of

December 31, 2024.

During

the year ended December 31, 2025, management reassessed the realizability of its deferred tax assets in accordance with ASC 740-10-30.

The most significant remaining deferred tax asset as of December 31, 2025 is a capital loss carryover of $1,358,356, which management

considered in its realizability assessment. In weighing the positive and negative evidence, management considered the following:

● Positive

evidence included the Company’s full utilization of approximately $6,474,257 of

federal net operating loss carryforwards during fiscal year 2025, demonstrating the ability

to generate sufficient taxable income. Management also considered the Company’s projections

of strong future taxable income supported by renewed strategic partnerships, expanding media

and events platforms, and increasing institutional engagement in the Bitcoin ecosystem.

● Negative

evidence included the Company’s history of losses in prior years and the limited

deferred tax liabilities available to offset existing deferred tax assets, which creates

uncertainty regarding the realization of all deferred tax assets within the foreseeable future.

Based

on the weight of all available positive and negative evidence, management concluded that it is more likely than not that the Company’s

deferred tax assets will be realized and, accordingly, no valuation allowance was recorded as of December 31, 2025. This conclusion applies

at both the federal level and across all state jurisdictions in which the Company operates.

NOTE

13 – Segment Reporting

The

Company’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates the Company’s

financial performance and makes decisions about the allocation of resources based on segment revenue and segment gross profit. The Company

has identified four reportable segments: Events, Digital, Advisory, and Print. Operating expenses below gross profit, consisting of general

and administrative expenses, sales and marketing expenses, and depreciation, are managed at the consolidated level and are not allocated

to individual reportable segments.

Segment

Descriptions

● Events:

The Events segment produces large-scale Bitcoin conferences and generates revenue from sponsorships,

ticket sales, and event-related ancillary income. The segment’s flagship property is

the Bitcoin Conference, the world’s largest annual Bitcoin-focused event. Event costs,

including production, venue, audio/visual, travel, security, and speaker fees, are directly

attributable to the Events segment.

● Digital:

The Digital segment delivers Bitcoin-focused content, marketing services, and media products

through the Company’s online platforms. Revenue is generated from marketing services

including branded content and native advertising, digital media advertising, multimedia content,

digital licensing, and online store sales.

● Advisory:

The Advisory segment serves institutional clients and corporations seeking Bitcoin strategy,

policy intelligence, and executive education. The segment was formally launched in fiscal

year 2025 and generates revenue from corporate subscriptions under the Bitcoin For Corporations

membership program, consulting engagements, and symposium sponsorships.

● Print.

The Print segment generates revenue from advertising and subscriptions in the Bitcoin Magazine

print edition.

- 21 -

The

Advisory and Print segments do not individually meet the 10% quantitative revenue threshold under ASC 280-10-50-12; however, management

has elected to present both as separate reportable segments pursuant to ASC 280-10-50-15, as management believes separate disclosure

is necessary for users to properly evaluate the Company’s strategic evolution toward a more diversified, recurring revenue base

and because each segment has a distinct revenue profile, production process, and gross margin that would be obscured through aggregation.

Segment

Revenue

The

following table presents revenue by reportable segment for the years ended December 31, 2025 and 2024:

Years

Ended December 31,

2025

2024

Events

$ 53,615,586

$ 24,855,638

Digital

9,423,467

5,723,885

Advisory

2,238,693

—

306,503

339,764

Other (unallocated)

436,303

507,386

Total Revenue

$ 66,020,552

$ 31,426,673

Segment

Gross Profit

The

following table presents cost of revenue and gross profit by reportable segment for the years ended December 31, 2025 and 2024:

Year

Ended December 31, 2025

Year

Ended December 31, 2024

Cost

of Revenue

Gross

Profit

Cost

of Revenue

Gross

Profit

Events

$ 20,306,099

$ 33,309,487

$ 10,195,937

$ 14,659,701

Digital

405,797

9,017,670

595,449

5,128,436

Advisory

158,871

2,079,822

—

134,652

171,851

253,532

86,232

Other (unallocated)

195,721

240,582

96,858

410,528

Consolidated

$ 21,201,140

$ 44,819,412

$ 11,141,776

$ 20,284,897

Significant

Segment Expenses

The

following table presents the significant expense categories within each segment’s cost of revenue that are regularly provided to

the CODM, in accordance with ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures:

Years

Ended December 31,

2025

2024

Events

Production

$ 10,374,688

$ 3,616,116

Events

Venue

4,048,277

1,069,053

Events

Audio and visual

2,967,541

2,556,588

Events

Travel and lodging

882,082

658,099

Events

Security

577,599

187,552

Events

Speakers and content

333,324

281,241

Events

Other event cost of revenue

1,122,588

1,827,288

Digital

Content production and distribution

405,797

595,449

Advisory

Research, personnel, and service delivery

158,871

—

Editorial, design, and materials

$ 134,652

$ 253,532

There

are no other segment items within any reportable segment. The significant expenses disclosed above represent each segment’s directly

attributable cost of revenue in its entirety and reconcile directly to segment gross profit without further adjustment.

- 22 -

Reconciliation

of Segment Gross Profit to Consolidated Net Income (Loss) Before Income Taxes

The

following table reconciles total segment gross profit to consolidated net income (loss) before income taxes for the years ended December

31, 2025 and 2024. Operating expenses below gross profit are not allocated to reportable segments.

Years

Ended December 31,

2025

2024

Events gross profit

$ 33,309,487

$ 14,659,701

Digital gross profit

9,017,670

5,128,436

Advisory gross profit

2,079,822

—

Print gross profit

171,851

86,232

Other gross profit

240,582

410,528

Total gross profit

44,819,412

20,284,897

Less:

General and administrative

(24,258,967 )

(21,023,719 )

Sales and marketing

(1,176,435 )

(667,852 )

Depreciation

and amortization

(10,344 )

(24,195 )

Income (loss) from operations

19,373,666

(1,430,869 )

Total other income (expense),

net

325,560

(752,925 )

Net

income (loss) before income taxes

$ 19,699,226

$ (2,183,794 )

Geographic

and Major Customer Information

The

Company is domiciled in the United States and substantially all revenue is generated from U.S. based customers. The Company participates

in certain international conferences through cooperative arrangements where it acts as agent; no single foreign country accounted for

10% or more of consolidated revenue for the years ended December 31, 2025 or 2024. Substantially all long-lived assets are located in

the United States.

single external customer accounted for 10% or more of consolidated revenue for the years ended December 31, 2025 or 2024. Marketing services

revenue from UTXO Management GP, LLC, a related party, totaled $2,930,000 and $3,004,441 for the years ended December 31, 2025 and 2024,

respectively, and is reported within the Digital segment. See Note 8 — Related Party Transactions.

NOTE

14 – Risks and Uncertainties

The

Company operates in the cryptocurrency and digital asset industry, which is subject to significant volatility, rapid technological change,

and evolving regulatory requirements. A substantial portion of the Company’s revenue is derived from Bitcoin-focused events, media,

sponsorships, advertising, and subscriptions, which are sensitive to market demand, industry developments, and public perception of Bitcoin.

Adverse developments, including market volatility, security incidents, technological challenges, or negative publicity, could reduce

attendance at events, lower advertising and sponsorship demand, and decrease subscription revenues.

The

Company also faces concentration risks related to major events and revenue streams, as well as reliance on third-party service providers,

venues, payment processors, and technology platforms. Disruptions, failures, cybersecurity incidents, or financial difficulties experienced

by these parties could materially affect operations.

These

factors could materially and adversely affect the Company’s business, financial condition, and results of operations.

NOTE

15 – Subsequent Events

The

Company has evaluated subsequent events through March 27, 2026, the date the audited consolidated financial statements for the years

ended December 31, 2025 and 2024, were available to be issued.

Marketing

Services Agreement and Merger with Nakamoto Inc.

May 12, 2025, the Company entered into a Marketing Services Agreement with Nakamoto, under which the Company will deliver services aimed

at increasing visibility, credibility, and market positioning for Nakamoto, a Bitcoin treasury management company.

- 23 -

accordance with the Marketing Services Agreement, Nakamoto is granted the right and option, but not the obligation, to purchase from

the stockholders of the Company all, but not less than all, of the issued and outstanding shares of capital stock of the Company (the

“Call Right”). The Call Right is exercisable for the thirty-six (36) month period commencing on the date of a qualifying

event, defined as the earlier of the closing of an IPO or consummation of a merger agreement pursuant to which Nakamoto becomes a subsidiary

of a publicly traded company. Simultaneously, the Company is granted the right and option, but not the obligation, to sell and transfer

to Nakamoto all, but not less than all, of the issued and outstanding shares of capital stock of the Company (the “Put Right”)

for a period of thirty-six (36) months commencing on the date of a qualifying event.

addition, on May 12, 2025, Nakamoto entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Kindly MD,

Inc. (NASDAQ: KDLY, a Utah corporation (“Kindly”), Kindly Holdco Corp, a Delaware corporation and a direct, and wholly-owned

subsidiary of Kindly (“Merger Sub”). Pursuant to the Kindly Merger Agreement, on August 14-15, 2025, Kindly completed its

merger with Nakamoto Holdings, with Nakamoto Holdings becoming a wholly-owned subsidiary of Kindly. In connection with the closing, Kindly

raised approximately $540,000,000 through a private placement in public equity (PIPE financing), which triggered the Qualifying Event

under the MSA.

Kindly

was subsequently renamed Nakamoto Inc. and its Nasdaq ticker changed to NAKA. All rights and obligations of Nakamoto Holdings under the

MSA were assigned to and assumed by Nakamoto Inc.

The

per share price for any equity consideration to be issued under the MSA was established at the PIPE Financing price per share of $1.12

(the “PIPE Price Per Share”). The aggregate consideration payable to BTC Inc. stockholders upon exercise of the Call Right

was to be calculated based on an industry-standard multiple, not less than 10, of BTC Inc.’s EBITDA, divided by the PIPE Price

Per Share, subject to a cap of 600,000,000 shares of Nakamoto Inc. common stock.

Acquisition

of BTC Inc. and UTXO Management by Nakamoto Inc.

February 16, 2026, Nakamoto Inc. (NASDAQ: NAKA) exercised its Call Right under the MSA and entered into a definitive Agreement and Plan

of Merger (the “BTC Merger Agreement”) to acquire BTC Inc. Concurrently, BTC Inc. exercised its Call Right with respect to

UTXO Management GP, LLC (“UTXO”), and Nakamoto Inc. entered into a separate Agreement and Plan of Merger to acquire UTXO

simultaneously (together, the “Mergers”). The Mergers were structured as all-stock exchanges. No additional approval from

Nakamoto Inc. shareholders was required to consummate the transaction, as Nakamoto Inc. shareholders had previously approved the issuance

of up to 600,000,000 shares of Nakamoto Inc. common stock in connection with the MSA on May 18, 2025.

Pursuant

to the BTC Merger Agreement, all issued and outstanding shares of BTC Inc. capital stock were converted into the right to receive 336,804,102

shares of Nakamoto Inc. common stock (net of shares reserved for assumed BTC Inc. stock options), calculated by dividing a base consideration

value of approximately $377,220,594 by the fixed PIPE Price Per Share of $1.12 as required by the MSA. UTXO equity holders received 26,785,714

shares of Nakamoto Inc. common stock (calculated by dividing a $30,000,000 base value by $1.12). The Mergers were intended to qualify

as tax-free reorganizations within the meaning of Section 368(a) of the Internal Revenue Code.

February 19, 2026, both Mergers closed. Upon closing, BTC Inc. and UTXO became wholly-owned subsidiaries of Nakamoto Inc. On a fully

diluted basis, BTC Inc. and UTXO securityholders received in the aggregate 364,795,104 shares of Nakamoto Inc. common stock (net of assumed

options). Based on Nakamoto Inc.’s closing price of $0.248 per share on February 19, 2026, the aggregate consideration for the

combined transaction was valued at approximately $81,632,852 (net of aggregate strike prices for assumed options). Shares of Nakamoto

Inc. common stock received by BTC Inc. security holders are subject to lock-up restrictions, with 50% of shares restricted for six months

and the remaining 50% restricted for twelve months following the closing.

David

Bailey, co-founder and former CEO of BTC Inc., serves as Chairman and Chief Executive Officer of Nakamoto Inc. Tyler Evans, co-founder

and former CIO of BTC Inc., serves as Chief Investment Officer of both UTXO and Nakamoto Inc. Given these relationships, the transaction

constitutes a related-party transaction and was negotiated and approved on terms believed to be consistent with arm’s-length standards.

In connection with its review and approval of the Mergers, the Nakamoto Inc. Board of Directors formed a special committee of independent

directors, which retained B. Riley Securities, Inc. as independent financial advisor and fairness opinion provider, and Simpson Thacher

& Bartlett LLP as independent legal counsel. Based on preliminary unaudited results for the twelve-month period ended September 30,

2025, BTC Inc. and UTXO combined (after intercompany eliminations) generated approximately $80,500,000 in revenue, $34,200,000 in EBITDA,

and $40,100,000 in net income. Legal counsel to the respective parties were as follows: Reed Smith LLP advised Nakamoto Inc.; Bradley

Arant Boult Cummings LLP advised BTC Inc.; and Haynes and Boone, LLP advised UTXO. TD Securities (USA) LLC served as financial advisor

to Nakamoto Inc.

The

consummation of this transaction prior to the issuance date of these consolidated financial statements further supports management’s

conclusion that no substantial doubt exists regarding the Company’s ability to continue as a going concern, as further described

in Note 1 — Description of Organization and Business Operations.

- 24 -

Fenbushi

Share Repurchase

connection with and as approved by the Board of Directors on February 14, 2026, the Company repurchased shares of its capital stock held

by Fenbushi Capital for approximately $6,700,000. This repurchase was approved contemporaneously with the merger transaction and funded

in connection with the closing of the Merger on February 19, 2026. The $6,700,000 repurchase price did not include any separately stated

payment of accrued preferred dividends.

Repayment

of SAFE Note

connection with the closing of the Merger on February 19, 2026, the outstanding Simple Agreement for Future Equity (SAFE) was repaid

in full for $500,000. The repayment was triggered by the consummation of the Merger, which constituted a Liquidation Event under the

terms of the SAFE agreement. As of December 31, 2025, the SAFE was carried at its estimated fair value of $483,000 on the consolidated

balance sheets. The difference of $17,000 between the $500,000 repayment amount and the $483,000 carrying value will be recognized as

a loss on extinguishment of the SAFE in the period of closing.

Declaration

and Settlement of Dividends

Subsequent

to December 31, 2025, the Board of Directors formally declared dividends on the Company’s Series Seed Preferred Stock and Series

A Preferred Stock. As of December 31, 2025, cumulative unpaid preferred dividends of $1,703,140 ($714,477 attributable to Series Seed

and $988,663 attributable to Series A) had been accrued and are reflected as a current liability on the consolidated balance sheets.

In connection with the closing of the Merger on February 19, 2026, the declared dividends were settled in full. A portion of the dividends

attributable to David Bailey was applied against his outstanding related party loan receivable balance as further described below. The

remaining dividends payable to all other preferred stockholders were settled in cash in connection with the merger closing.

Acceleration

of Equity Award Vesting

connection with the closing of the Merger on February 19, 2026, the vesting of all outstanding unvested stock options was accelerated

in accordance with the terms of the Company’s Revised 2018 Omnibus Incentive Plan, which provides for accelerated vesting upon

a change in control of the Company. The acceleration of vesting resulting from the change in control will result in the recognition of

the remaining unrecognized compensation expense in the period of closing.

Party Transactions

Subsequent

to December 31, 2025, the Board of Directors approved the application of accrued dividends payable to David Bailey, co-founder and former

Chief Executive Officer, toward the repayment of his outstanding related party loan receivable balance of approximately $999,982. As

of December 31, 2025, the Company had accrued interest receivable of $4,659 on the Bailey loan. Pursuant to the Board-approved netting

arrangement, $999,982 of Mr. Bailey’s share of the declared preferred dividends was applied against the outstanding principal balance,

fully extinguishing the related party loan receivable as of the closing date. This netting arrangement represents a related-party transaction

conducted on terms approved by the Board of Directors.

Additionally,

subsequent to December 31, 2025, the Company completed the sale of artwork to David Bailey for approximately $50,000. The artwork had

no carrying value on the Company’s consolidated balance sheets at the time of sale. This transaction is disclosed in accordance

with the related party disclosure requirements of ASC 850, Related Party Disclosures, as Mr. Bailey is a principal shareholder

and former executive officer of the Company.

Settlement

of Related Party Payables

of December 31, 2025, the Company had outstanding payables to related parties totaling $633,437, consisting of $437,437 due to David

Bailey, co-founder and former Chief Executive Officer, and $196,000 due to Tyler Evans, co-founder and former Chief Investment Officer,

representing expenses paid by these individuals on behalf of the Company and funding provided to the Company. In addition, the Company

had accrued related party interest payables of $308,143 as of December 31, 2025. In connection with the closing of the Merger on February

19, 2026, the outstanding related party payables due to Mr. Bailey of $437,437 and the related party interest payables of $308,143 were

netted against other amounts settled in connection with the Merger. The outstanding payable of $196,000 due to Mr. Evans was similarly

netted against other amounts settled in connection with the closing of the Merger. These transactions represent related-party transactions

conducted on terms approved by the Board of Directors in accordance with ASC 850, Related Party Disclosures.

Collection

of Contract Assets

of December 31, 2025, the Company had contract asset balances totaling $3,010,892 due from related parties, consisting of $2,930,000

earned from UTXO Management GP, LLC and $80,892 earned from Nakamoto Holdings Inc., representing marketing services revenue earned under

the respective Marketing Services Agreements but not yet invoiced as of December 31, 2025. Both balances were invoiced and collected

in cash in January 2026, prior to the closing of the Merger on February 19, 2026. The collection of these related party receivables prior

to closing is disclosed pursuant to ASC 850, Related Party Disclosures.

Repayment

of EIDL Loan

of December 31, 2025, the Company had an outstanding Economic Injury Disaster Loan (“EIDL”) from the U.S. Small Business

Administration with a carrying value of $315,810, classified as long-term debt on the consolidated balance sheets. In January 2026, prior

to the closing of the Merger, the Company repaid the EIDL loan in full. The total cash paid to retire the EIDL was $360,433, consisting

of $300,030 of outstanding principal and $60,403 of accrued interest through the payoff date. No prepayment penalty was incurred. The

early repayment of this obligation is disclosed pursuant to ASC 855, Subsequent Events.

- 25 -

EX-99.2

Filename: ex99-2.htm · Sequence: 5

Exhibit

99.2

UTXO

Management GP, LLC

Years

Ended December 31, 2025 and 2024

Annual

Report

Table

of Contents

Independent Auditors’ Report

Financial

Statements

Balance Sheets as of December 31, 2025 and December 31, 2024

Statements of Operations for the Years Ended December 31, 2025 and December 31, 2024

Statements of Changes in Members’ Equity for the Years Ended December 31, 2025 and December 31, 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and December 31, 2024

Notes to Financial Statements

Report

of Independent Registered Public Accounting Firm

the Member’s and the Board of Directors of UTXO Management GP, LLC:

Opinion

on the Financial Statements

have audited the accompanying balance sheets of UTXO Management GP, LLC (the Company) as of December 31, 2025 and 2024, the related statements

of operations, members’ equity and cash flows, for the years then ended, and the related notes to the financial statements (collectively,

the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position

of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity

with accounting principles generally accepted in the United States of America.

Basis

for Opinion

These

financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s

financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws

and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our

audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the

overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical

Audit Matters

Critical

audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be

communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and

(2) involved our especially challenging, subjective, or complex judgments. We determined that there are no critical audit matters.

have served as the Company’s auditor since 2025.

/s/

Wolf & Company, P.C.

Boston,

Massachusetts

March 27, 2026

UTXO Management GP, LLC

Balance Sheets

December 31,

2025

2024

Current Assets:

Cash and cash equivalents

$ 576,690

$ 21,153

Management fees receivable - related party

169,634

52,998

Prepaid expenses and other assets

67,553

44,471

Due from related party - current

68,906

—

Total current assets:

882,783

118,622

Investments

11,305,886

8,490,879

Total assets

$ 12,188,669

$ 8,609,501

Current Liabilities:

Accounts payable and accrued expenses

$ 6,100

$ 256,207

Due to related party - accrued expenses

2,930,000

3,004,441

Total current liabilities

2,936,100

3,260,648

Commitments and contingencies (Note 2)

Total members’ equity

9,252,569

5,348,853

Total liabilities and members’ equity

$ 12,188,669

$ 8,609,501

The

accompanying notes are an integral part of these audited financial statements.

UTXO Management GP, LLC

Statements of Operations

For the Years Ended December 31,

2025

2024

Income:

Performance fee income

$ 13,827,301

$ 7,299,700

Management fee income

3,329,404

395,998

Total income

17,156,705

7,695,698

Operating expenses:

Selling, general, and administrative

5,298,374

3,830,372

Total operating expenses

5,298,374

3,830,372

Income from operations

11,858,331

3,865,326

Other income:

Unrealized investment (loss) gain, net

(861,707 )

481,521

Realized gain (loss), net

(31,376 )

—

Other income, net

3,831

44,145

Gain on debt extinguishment

—

582,096

Total other (loss) income

(889,252 )

1,107,762

Net income

$ 10,969,079

$ 4,973,088

The

accompanying notes are an integral part of these audited financial statements.

UTXO

Management GP, LLC

Statements

of Changes in Members’ Equity

Members’

Equity

Balance,

January 1, 2024

$ 375,765

Net

income

4,973,088

Balance,

December 31, 2024

5,348,853

Net

income

10,969,079

Members

distributions

(7,065,363 )

Balance,

December 31, 2025

$ 9,252,569

The

accompanying notes are an integral part of these audited financial statements.

UTXO Management GP, LLC

Statements of Cash Flows

For the Years Ended December 31,

2025

2024

Cash flows from operating activities:

Net income

$ 10,969,079

$ 4,973,088

Adjustments to reconcile net income to net cash used in operating activities:

Accrued interest on convertible note

—

(3,451 )

Gain on debt extinguishment

—

(582,096 )

Unrealized investment loss (gain)

861,707

(481,521 )

Changes in operating assets and liabilities:

Management fees receivable - related party

(116,636 )

(32,714 )

Net change in investments interests

(9,345,296 )

(7,296,250 )

Prepaid expenses and other assets

(23,082 )

3,999

Due from related party

(68,906 )

—

Due to related party - accrued expenses

1,222,798

3,004,441

Accounts payable and accrued expenses

(250,107 )

254,207

Net cash provided by (used in) operating activities

3,249,557

(160,297 )

Cash flows from investing activities:

Capital contribution to investee

(1,000 )

(900 )

Redemption of investments

—

155,000

Net cash (used in) provided by investing activities

(1,000 )

154,100

Cash flows from financing activities:

Members distributions

(2,693,020 )

—

Net cash used in financing activities

(2,693,020 )

—

Net increase (decrease) in cash and cash equivalents

555,537

(6,197 )

Cash and cash equivalents at beginning of year

21,153

27,350

Cash and cash equivalents at end of year

$ 576,690

$ 21,153

Supplemental disclosure of significant non-cash operating and financing activities:

Related party expenses paid in BTC

$ 1,297,239

$ —

Members distributions paid in BTC and GBTC

$ 4,372,343

$ —

The

accompanying notes are an integral part of these audited financial statements.

UTXO

Management GP, LLC

Notes

to Financial Statements

For

the Years Ended December 31, 2025 and 2024

Description of Organization and Business Operations

UTXO

Management GP, LLC (“UTXO”) is a Tennessee limited liability company which was formed on August 9, 2019.

UTXO

is a fund manager focused on investing in the transition from analog to digital financial systems. UTXO specializes in identifying and

investing in a range of opportunities across private and public markets including early-stage technology companies, and other blockchain-related

ventures.

Limited

Partnership Agreement

August 2019, UTXO (the “General Partner”) and Limited Partners (collectively, the “Partners”) entered into a

limited partnership agreement (the “LPA”) and formed 210k Capital, LP (“210k Capital” or the “Fund”).

In July 2025, UTXO and the Partners entered into an Amended and Restated Limited Partnership Agreement (the “Amended LPA”)

governing the Fund.

these roles, UTXO has sole and absolute discretion and authority over all aspects of the business, operations, and management of the

Fund. This includes sourcing and evaluating investment opportunities, executing investment decisions, managing risk, overseeing the administration

of the Fund, and providing strategic and operational guidance to the Fund. UTXO also handles investor communications, regulatory compliance,

and coordination with third-party service providers.

The

Fund’s primary investment objective is capital appreciation through investments in digital assets and related technologies.

August 2025, 210k Capital Offshore Feeder Ltd. (“210k Offshore”) was formed as an exempted company limited by shares established

to act as an investment vehicle for non-U.S. and certain tax-exempt investors seeking exposure to the master fund structure operated

by the Fund. UTXO is the investment manager of 210k Offshore.

Summary of Significant Accounting Policies

Basis

of Presentation

The

accompanying financial statements of UTXO are presented in conformity with accounting principles generally accepted in the United States

of America (“U.S. GAAP”).

Use

of Estimates

Financial

statements prepared in conformity with U.S. GAAP require management to make estimates and assumptions that affect the amounts and disclosures

reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information

becomes known, which could impact the amounts reported and disclosed herein. Management evaluates its estimates, assumptions, and judgments

on an ongoing basis using historical experience and other factors, including the current economic environment, which management believes

to be reasonable under the circumstances. Significant estimates inherent to the preparation of these financial statements include, but

are not limited to, revenue recognition and the fair value of investments. Actual results could differ from these estimates.

Cash

and Cash Equivalents

UTXO

considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.

Revenue

Recognition

Pursuant

to Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”), revenue

is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration

that an entity expects to receive in exchange for those goods or services. UTXO applies the following five-step model in relation to

its revenue recognition: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised

goods or services are performance obligations; (iii) measurement of the transaction price; (iv) allocation of the transaction price to

the performance obligations; and (v) recognition of revenue when (or as) UTXO satisfies each performance obligation.

UTXO

provides continuous investment management services to the Fund, which includes portfolio management, risk monitoring, and consulting.

These services represent a single performance obligation that is satisfied over time, consisting of a series of distinct services that

are substantially the same and follow the same pattern of transfer. Although UTXO receives two forms of compensation (i.e., management

fees and performance-based fees, as described in more detail below), both relate to the same underlying service of managing the Fund

and are considered part of the same performance obligation. The revenue recognition under ASC 606 for each type of consideration is described

below:

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Performance

Fee Income

UTXO

recognizes performance fee income based on the Fund’s investment performance. The performance-based income arises from UTXO’s

roles as investment manager and General Partner of the Fund. The performance obligation is satisfied over time as UTXO achieves specific

investment benchmarks and thresholds through the Fund as detailed below.

Performance

fees are recognized only when the Net Asset Value (“NAV”) of a limited partner’s capital account exceeds the highest

NAV previously allocated to that account during any of the immediately preceding eight fiscal periods (the “High Water Mark”).

a limited partner experiences a net decrease in the NAV of its respective capital account as of the end of any fiscal year, the amount

of the decrease after deduction of management fees, will be carried forward (the “Loss Carryforward”). This Loss Carryforward

must be recovered in future periods before any performance allocation is earned.

Subject

to the resolution of any Loss Carryforward and the application of the High Water Mark, UTXO is entitled to receive i) 20% of the increase

in NAV of any Class A limited partner’s capital account and (ii) 15% of the increase in NAV of any Class B limited partner’s

capital account, calculated on an annual basis.

Performance

fee income is classified as variable consideration due to its dependency on the limited partner’s NAV. Given the constraint of

the High Water Mark and any Loss Carryforward, variable consideration is not recognized until uncertainty is resolved. This assessment

is performed at the end of each fiscal period. Once the thresholds are met, UTXO recognizes performance fee income for the fiscal period.

Management

Fee Income

UTXO

earns a management fee for acting as the investment manager for the Fund. The performance obligation is the management of the Fund. While

the individual activities that comprise the performance obligation can vary day to day, the nature of the overall performance obligation

to provide management service is the same and considered by UTXO to be a series of services that have the same pattern of transfer to

the customer and the same method to measure progress toward satisfaction of the performance obligation. The series of distinct services

represents a single performance obligation that is satisfied over time. UTXO recognizes revenue ratably as the Fund receives and consumes

the benefits as they are provided by UTXO.

UTXO

receives a management fee for its services of 2% annually of the NAV of any Class A limited partner’s capital account, which will

be paid to UTXO on the last day of each month.

UTXO

may also earn management fees for acting as the investment manager for other funds and special purpose vehicles (“SPV”).

During the year ended December 31, 2025, UTXO provided management services related to the formation of a SPV including researching investment

opportunities, coordinating with investors and conducting due diligence, among other services. While there are multiple individual activities

that comprise the performance obligation under this arrangement, the series of distinct services represents a single performance obligation

that was satisfied over time. UTXO satisfied all performance obligations related to the formation of the SPV during the year ended December

31, 2025 and recognized $76,768 of management fee revenue for their services.

UTXO

also earns income that is not derived from contracts with customers and is therefore outside the scope of ASC 606, including:

Investment

Income (Loss)

UTXO

generates investment income based on the performance of its carried interest account in the Fund. Investment income is determined by

the profit earned or losses incurred of the Fund and other investments held. The profits earned or losses incurred are allocated to UTXO

based on UTXO’s interest in the Fund and other investments held.

Other

Income

Other

income consists of income earned from activities that are not part of UTXO’s primary operations.

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Fair

Value Measurement

UTXO

applies ASC 820, Fair Value Measurement (“ASC 820”) which defines fair value, establishes a framework for measuring fair

value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset

or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

ASC

820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring

assets and liabilities at fair value. Under U.S. GAAP, a fair value hierarchy is implemented for inputs used in measuring fair value

that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs

be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market

data obtained from sources independent of UTXO. Unobservable inputs reflect UTXO’s own assumptions about the inputs market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

The

carrying amounts of certain of UTXO’s financial instruments, including cash, receivables, and accounts payable and accrued expenses,

approximate fair value due to their short-term nature.

The

fair value hierarchy is categorized into three levels based on the inputs as follows:

Level

1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

and in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an

ongoing basis.

Level

2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable,

either directly or indirectly.

Level

3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable, such as estimates,

assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

addition, certain of our other investments are measured at fair value using NAV per share (or its equivalent) as a practical expedient

and have not been classified within the fair value hierarchy above.

Investments

without readily determinable fair value are measured at fair value using known and unknown inputs such as our historical costs, known

changes in the business or performance, as well as observable price changes in orderly transactions) of an identical or similar investment

of the same issuer. If UTXO determines that the investment is impaired on the basis of a qualitative assessment, UTXO will recognize

an impairment loss equal to the amount by which the investment’s carrying amount exceeds its fair value.

Income

Taxes

UTXO

is organized as a limited liability company and is treated as a disregarded entity for income tax purposes. As such, it is not a taxpaying

entity for federal or state income tax purposes. UTXO’s taxable income or loss, along with its tax attributes, is passed through

to its member’s and reported on the member’s income tax return. Accordingly, no provision or liability for income taxes has

been included in the financial statements.

Commitments

and Contingencies

the normal course of business, UTXO enters into contracts that contain a variety of representations and warranties and which provide

general indemnifications. UTXO’s maximum exposure under these arrangements cannot be estimated, as this would involve future claims

that may be made against UTXO that have not yet occurred. However, UTXO expects the risk of loss to be remote.

Recent

Accounting Pronouncements

Recent

Accounting Pronouncements Not Yet Adopted

November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”) and in January 2025 issued ASU 2025-01, Income Statement - Reporting

Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”).

The amendments in ASU 2024-03 address investor requests for more detailed expense information and require additional disaggregated disclosures

in the notes to financial statements for certain categories of expenses that are included on the face of the income statement. ASU 2024-03,

as clarified by ASU 2025-01, is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years

beginning after December 31, 2027, with early adoption permitted. UTXO is currently evaluating this guidance to determine the impact

it may have on its financial statements and related disclosures.

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Investments

The

following table presents the cost basis and carrying value of UTXO’s investments as of December 31, 2025:

Investment Name

Cost Basis

Carrying Value

210k Capital, LP

$ —

$ 10,800,840

BTF Investments, LLC

1,587

Mining Company One

49,965

64,637

Navier, Inc

172,384

TVP Venture Fund

150,000

156,438

Unbroken Chain LLC

10,000

Unchained Capital Inc.

100,000

$ 483,936

$ 11,305,886

The

following table presents the cost basis and carrying value of UTXO’s investments as of December 31, 2024:

Investment Name

Cost Basis

Carrying Value

210k Capital, LP

$ —

$ 7,879,582

BTF Investments, LLC

115,463

106,779

Mining Company One

49,965

60,978

Navier, Inc

172,384

TVP Venture Fund

150,000

161,156

Unbroken Chain LLC

10,000

Unchained Capital Inc.

100,000

$ 597,812

$ 8,490,879

210k

Capital, LP

mentioned in Note 1, UTXO entered into the LPA with limited partners and formed the Fund to pursue capital appreciation through investments

in digital assets. UTXO serves as both the investment manager and General Partner of the Fund. UTXO’s investment in 210k Capital

is carried at fair value, using NAV as a practical expedient. See Note 4 and Note 7 for additional information.

January 1, 2026, the Company redeemed the full balance of its capital account with 210k Capital, LP in the total amount of $10,800,840.

See Note 9 for additional information.

BTF

Investments, LLC

June 2021, UTXO subscribed to BTF Investments, LLC, a limited liability company structured as a Special Purpose Vehicle (“SPV”)

managed by UTXO. The SPV was formed to invest in portfolio company securities, specifically targeting portfolio companies that specialize

in digital assets. These portfolio companies included 3iQ Corp., Propine Technologies Pte. Ltd., Valkyrie Digital Assets LLC, and other

smaller investments. UTXO made an initial investment of $112,500, with additional capital contributions made to fund the SPV’s

operating costs. The investment in BTF Investments, LLC is carried at fair value. See Note 4 for additional information.

During

the year ended December 31, 2025, the Company made additional capital contributions of $1,000 to SVP to fund operating costs. The investment

in BTF Investments, LLC is carried at fair value. For the year ended December 31, 2025, UTXO recognized a full impairment on its investments

in Propine Technologies Pte. Ltd. and Valkyrie Digital Assets LLC due to liquidation of $51,666 and $51,666, respectively, totaling $103,332,

as reflected within realized loss due to investment liquidation in the statements of operations. Additionally, during the year ended

December 31, 2025, UTXO’s investment in 3iQ was liquidated due to minority buyout resulting in a realized gain of $2,929 reflected

within realized loss due to investment liquidation on the statements of operations.

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Mining

Company One

August 2021, UTXO subscribed to Mining Company One, a limited liability company structured as a SPV. The SPV was formed for the purpose

of investing in Blockware Solutions, a private technology company. The SPV is managed by UTXO, which serves as the managing member. This

investment was made in the form of a convertible note bearing a 6% annual interest rate, compounded annually. The investment in Mining

Company One is carried at fair value. See Note 4 for additional information.

Navier,

Inc.

September 2021, UTXO entered into a Common Stock Purchase Agreement with Navier, Inc., a Delaware corporation, to acquire 59,810 shares

of common stock in Navier, Inc. The investment was made at a pre-money valuation of $15.0 million, resulting in a purchase price of approximately

$2.882 per share. The investment in Navier, Inc. is carried at fair value. See Note 4 for additional information.

TVP

Venture Fund I, L.P.

May 2021, UTXO subscribed into TVP Venture, a Delaware limited partnership. The investment in TVP Venture Fund I, L.P. is carried at

fair value, using NAV as a practical expedient. See Note 4 for additional information.

Unbroken

Chain, LLC

August 2023, UTXO subscribed to an interest in Unbroken Chain, LLC a limited liability company that serves as the investment manager

of Unbroken Chain Fund, LP. The investment in Unbroken Chain, LLC. is carried at fair value. See Note 4 for additional information.

Unchained

Capital Inc.

December 2020, UTXO invested into Unchained Capital, Inc., a C-Corporation, through a convertible note that subsequently converted into

equity as part of UTXO’s seed financing round. The investment was made at the Seed-5 price of $1.979 per share. The investment

in Unchained Capital Inc. is carried at fair value. See Note 4 for additional information.

Fair Value Measurements

The

following table presents information about UTXO’s assets by levels within the valuation hierarchy as of December 31, 2025:

Level 1

Level 2

Level 3

NAV as Practical

Expedient

Amount at Fair

Value

Investments carried at fair value

$ —

$ 348,608

$ 10,957,278

$ 11,305,886

Total investments carried at fair value

$ —

$ 348,608

$ 10,957,278

$ 11,305,886

The

following table presents information about UTXO’s assets by levels within the valuation hierarchy as of December 31, 2024:

Level 1

Level 2

Level 3

NAV as Practical

Expedient

Amount at Fair

Value

Investments carried at fair value

$ —

$ 450,141

$ 8,040,738

$ 8,490,879

Total investments carried at fair value

$ —

$ 450,141

$ 8,040,738

$ 8,490,879

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

The

following table summarizes the Fund’s investments in other private investment companies measured at NAV as of December 31, 2025

and 2024.

December 31, 2025

December 31, 2024

Unfunded

Commitments

Redemption

Frequency

Redemption

Notice Period

210k Capital, LP

$ 10,800,840

$ 7,879,582

$ —

Quarterly

60 Days

TVP Venture Fund

156,438

161,156

$ —

N/A

Total investments measured at NAV

$ 10,957,278

$ 8,040,738

The

following table provides a reconciliation of the beginning and ending balances for investments at fair value that use Level 3 inputs:

Investments

carried at fair value

Balance as of December 31, 2023

$ 454,474

Capital contribution to investee

900

Change in unrealized performance fee and investment income, net

(5,233 )

Balance as of December 31, 2024

$ 450,141

Capital contribution to investee

1,000

Investment liquidation and write-off

(106,192 )

Change in unrealized performance fee and investment income, net

3,659

Balance as of December 31, 2025

$ 348,608

UTXO

holds investments that are classified within Level 3 of the fair value hierarchy due to the use of significant unobservable inputs in

determining their fair value. These investments include interests in SPV’s that invest in digital asset-related companies. For

investments in the Fund and certain limited partnerships, UTXO applies the NAV as a practical expedient to estimate fair value.

The

fair value of these investments is determined using valuation techniques appropriate to the nature of each investment. For the SPV interests,

UTXO relies on the most recent capital account statements provided by SPV managers or administrators, which UTXO believes reasonably

approximate fair value. For the Fund and limited partnership interests valued using NAV, UTXO applies the practical expedient on an investment-by-investment

basis, in accordance with the terms of their respective agreements. These valuations are supported by information received from the Fund

and limited partnerships, such as monthly NAVs, reports, and financial statements, when available. These valuations incorporate the underlying

portfolio companies’ financial performance, market conditions, and any recent transactions.

The

value of the portfolio of investments may be impacted by multiple factors including, but not limited to, general macroeconomic conditions

and state of the digital asset industry, and governmental initiatives. Without a readily ascertainable market value, the estimated value

of UTXO’s portfolio of investments may differ significantly from the values that would be placed on the portfolio if a readily

determinable market existed for the investments. The illiquidity of UTXO’s investment portfolio may adversely affect UTXO’s

ability to dispose of its investments at times when it may be advantageous for UTXO to liquidate such portfolio. In addition, if UTXO

were required to liquidate some or all of the investments in the portfolio, the proceeds of such liquidation may be significantly less

than the current value of such investments. Changes in the various unobservable inputs used to determine valuations may have similar

or diverging impacts on valuation. Significant increases or decreases in these inputs in isolation and interrelationships between those

inputs could result in significantly higher or lower fair value measurements than noted in the tables above.

There

were no transfers in and out of Level 3 during any of the periods presented.

Digital Assets

During

the year ended December 31, 2025, the Company utilized bitcoin to pay expenses and send distributions to members, at a mutually agreed

upon price (refer to Note 8 for further detail on the nature of the distributions in bitcoin (“BTC”)). The Company did not

use bitcoin to pay expenses or send distributions to members during the year ended December 31, 2024. As of December 31, 2025 and December

31, 2024, the Company did not hold any digital assets.

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

The

following table presents a roll-forward of the Company’s digital assets at fair value during the year ended December 31, 2025:

Balance as of January 1, 2025

$ —

BTC redemption from 210k Capital

3,912,156

Payment of outstanding marketing expenses in BTC

(1,297,239 )

Distributions to members in BTC

(2,689,202 )

Investment income

5,467

Realized gain from sale of BTC

69,027

Payment of other expenses in BTC

(209 )

Balance as of December 31, 2025

$ —

Segment Information

Operating

segments are defined as components of an enterprise that engage in business activities for which discrete financial information is available

and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and to assess

performance. UTXO is managed collectively by its members, who act as the CODM.

UTXO

is formed solely for the purpose of holding and managing investments. UTXO is a single reportable segment entity. The CODM is regularly

provided with financial information about UTXO’s operations to manage expenses incurred. The CODM assesses performance of the reportable

segment and decides how to allocate resources using the net income as reported on the statements of operations.

Related Party Transactions

210k

Capital

detailed in Note 1, UTXO entered into the LPA with unrelated parties and formed the Fund to pursue capital appreciation through investments

in digital assets. UTXO serves as both the investment manager and General Partner of the Fund.

investment manager, UTXO earns management fees for providing investment management services. For the years ended December 31, 2025 and

2024, UTXO recognized management fee income of $3,329,404 and $395,998, respectively, as reported on the statements of operations. As

of December 31, 2025 and 2024, UTXO recorded management fees receivable of $169,634 and $52,998.

Additionally,

UTXO is entitled to performance fee income based on the Fund’s investment performance. For the years ended December 31, 2025 and

2024, UTXO recognized performance fee income of $13,827,301 and $7,299,700, respectively, as reported on the statements of operations.

UTXO

also earns investment income based on the performance of its carried interest account in the Fund. For the years ended December 31, 2025

and 2024, UTXO recognized unrealized investment (loss) gain of $(861,707) and $481,521, respectively, as reported on the statements of

operations.

January 31, 2025, the Company received a redemption payment from 210k Capital totaling $3,912,156, whereas 38.50 BTC was redeemed at

a price of $101,617.08. The redemption resulted in a decrease in the carrying value of the Company’s investment in 210k Capital.

210k

Offshore

investment manager, UTXO paid legal and other start-up costs related to the formation of 210k Offshore. As of December 31, 2025, the

Company recorded due from related party - current of $68,906 related to these payments made on behalf of 210k Offshore.

BTC

Inc.

June 2021, UTXO entered into a loan agreement with BTC Inc. Under the terms of the agreement, BTC Inc. provided a total loan of $782,093

to UTXO, disbursed in two installments: an initial payment of $621,432 in June 2021, followed by a second payment of $160,661 in February

2022. The loan was interest-free, unsecured, and scheduled to mature in June 2026. The proceeds were used to support UTXO’s business

operations and working capital needs.

December 2024, UTXO and BTC Inc. entered into a loan forgiveness agreement, under which BTC Inc. forgave the remaining balance of $582,096

in full, releasing UTXO from any further repayment obligations. UTXO accounted for the loan forgiveness as a gain on debt extinguishment

on the statements of operations.

UTXO

Management GP, LLC

Notes to Financial Statements

For the Years Ended December 31, 2025 and 2024

Furthermore,

on May 12, 2025, UTXO entered into a Master Marketing Services Agreement (“MSA”) with BTC Inc. The agreement was effective

as of January 1, 2024. Under the terms of the agreement, BTC Inc. provided marketing and advertising services to UTXO. For the years

ended December 31, 2025 and 2024, UTXO incurred $2,930,000 and $3,004,441 of marketing and advertising fees under the agreement which

is recorded in selling, general and administrative expense on the statements of operations and due to related party- accrued expenses

on the balance sheets.

During

2025, the Company paid the outstanding balance of $3,004,441 for marketing and advertising fees recorded in the previous fiscal year.

The fees were paid partially in BTC with a value of $1,297,239 and the remaining $1,707,202 in cash. Subsequent to year end, on February

6, 2026, the Company paid the outstanding balance of $2,930,000 to BTC Inc. in relation to the MSA agreement.

Members’ Equity

Contributions

The

members made contributions proportional to their ownership interests in UTXO. Additional contributions may be made to fund the operations

of UTXO at the members discretion. For the years ended December 31, 2025 and 2024, there were no contributions made by members.

Distributions

to members are made at times in the amounts determined by the members of UTXO. For the year ended December 31, 2025, there were $7,065,363

in distributions made to members. Of this amount, $2,689,202 was paid with the issuance of BTC valued at the cost basis on the date of

transfer, $1,683,141 was paid via the issuance of Grayscale Bitcoin Trust (“GBTC”) stock valued at the price per share on

the date of payment, and $2,693,020 were paid in cash distributions.

Subsequent Events

The

Company has evaluated subsequent events from the balance sheet date through March 27, 2026, the date the financial statements were available

to be issued.

210K

Redemption

January 1, 2026, the Company redeemed the full balance of its capital account with 210k Capital, LP in the total amount of $10,800,840.

The redemption was split across cash and in-kind securities in the following amounts: $9,072,903 of cash; $889,200 of STRC; $838,734

of Metaplanet. Upon receipt of the redemption, the Company distributed $647,903 in cash, $889,200 of STRC, and $838,734 of Metaplanet

to members of the Company.

Transfer

of Balance Sheet Assets

January 13, 2026, the Company entered into a Contribution and Assignment Agreement with a newly formed entity, UTXO Legacy, LLC, which,

as of the date of the agreement, has the same beneficial owners as the Company. Under the agreement, the Company contributed its ownership

interests in four investments: Mining Company One, LLC; Navier, Inc.; Unchained Capital Inc.; and TVP Bitcoin Venture Fund I, LP to UTXO

Legacy, LLC.

Ownership

Sale

February 6, 2026, the Company entered into a Redemption, Assignment and Separation Agreement with a former member. Under the agreement,

the Company redeemed the member’s 33.33% membership interest for total cash consideration of $5.0 million. In connection with the

redemption, the member resigned from all positions with the Company and agreed to provide transition services through May 31, 2026. Upon

the sale, the membership interest was reallocated equally to the two remaining members.

Sale

to Nakamoto Inc.

February 16, 2026, Nakamoto Inc. exercised its call option to acquire both UTXO Management GP, LLC and BTC Inc., as permitted in the

MSA agreement amongst the parties that was signed in 2025. The transaction closed on February 20, 2026. Following the acquisition, UTXO

Management GP, LLC became a wholly-owned subsidiary of Nakamoto Inc. Additionally, as part of the transaction on February 16, 2026, UTXO

Ventures, LLC was acquired by UTXO Management GP, LLC for no consideration and their operations will be consolidated under one entity.

EX-99.3

Filename: ex99-3.htm · Sequence: 6

Exhibit

99.3

BTC

Inc. and Subsidiaries

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

(UNAUDITED)

For

the Year Ended December 31, 2025

The

following management’s discussion and analysis of financial condition and results of operations provides information that management

believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is

derived from our financial statements and should be read in conjunction with such financial statements and notes thereto set forth elsewhere

herein.

Overview

Business

Description

BTC

Inc. is the world’s preeminent Bitcoin media, events, and intelligence company. Founded to accelerate the adoption of Bitcoin as

a global monetary standard, the Company operates across four primary business segments: (i) Events, which produces the world’s

largest Bitcoin conferences and experiences; (ii) Digital, which encompasses Bitcoin Magazine’s digital properties, multimedia

content, and marketing services; (iii) Print, consisting of the Bitcoin Magazine print publication; and (iv) Advisory, which serves institutions

and corporations seeking Bitcoin strategy, intelligence, and education through corporate subscription and consulting services.

The

Company’s business model combines high-volume event revenue driven by its flagship annual Bitcoin Conference with recurring digital

subscription and corporate membership revenue, creating a diversified and partially counter-cyclical revenue profile. Bitcoin Magazine,

now the world’s longest-running Bitcoin publication, anchors the Company’s editorial credibility and brand across all segments.

The

Company is deliberate in its approach to revenue diversification. While the Bitcoin Conference remains the largest single revenue event

and will continue to support the Company’s financial profile, management has pursued a strategy of expanding recurring and counter-cyclical

revenue streams, specifically within the Advisory and Digital segments, to reduce dependence on any single event cycle and to build a

more predictable revenue base over time. Events revenue as a percentage of total revenue is expected to decline as a proportion of the

total mix over the three-year planning horizon as the Advisory segment scales, even as absolute event revenue grows.

Financial

Summary

Revenue

types

2025

2024

Change

($)

Change

(%)

Events revenue

$ 53,615,586

$ 24,855,638

$ 28,759,948

115.7 %

Digital revenue

9,423,467

5,723,885

3,699,582

64.6 %

Print revenue

306,503

339,764

(33,261 )

(9.8 )%

Advisory revenue

2,238,693

—

Other revenue

436,303

507,386

(71,083 )

(14.0 )%

Total

revenue

66,020,552

31,426,673

34,593,879

110.1 %

Total cost of revenue

21,201,140

11,141,776

10,059,364

90.3 %

Gross profit

44,819,412

20,284,897

24,534,515

120.9 %

Gross margin %

67.9 %

64.5 %

—

3.4 %

Total operating expenses

25,445,746

21,715,766

3,729,980

17.2 %

Operating income (loss)

19,373,666

(1,430,869 )

20,804,535

1454.0 %

Net income

14,813,416

3,637,131

11,176,285

307.3 %

Cash and cash equivalents

11,071,285

2,931,437

8,139,848

277.7 %

Total accounts receivable and contract assets

11,112,077

7,099,065

4,013,012

56.5 %

Total contract liabilities (net)

16,423,381

13,771,197

2,652,184

19.3 %

- 1 -

Results

of Operations

Revenue

Total

revenue for the year ended December 31, 2025 increased 110.1%. The Company’s revenue is generated across four principal segments:

Events, Digital, Print, and Advisory. The following table presents revenue disaggregated by segment and sub-category, consistent with

Note 3 — Disaggregation of Revenue in the accompanying consolidated financial statements and as a percentage of total revenue.

Revenue

types

2025

(%)

2024

(%)

Sponsorships

$ 40,192,920

60.9 %

$ 17,709,851

56.4 %

Ticket sales

11,601,719

17.6 %

4,916,899

15.6 %

Other event revenue

1,820,947

2.8 %

2,228,888

7.1 %

Total

event revenue

53,615,586

81.2 %

24,855,638

79.1 %

Marketing services

4,705,905

7.1 %

3,004,441

9.6 %

Digital media revenue

2,378,228

3.6 %

1,169,942

3.7 %

Multimedia revenue

1,799,000

2.7 %

933,334

3.0 %

Digital licensing

362,269

0.5 %

500,000

1.6 %

Online store

178,065

0.3 %

116,168

0.4 %

Total

digital revenue

9,423,467

14.3 %

5,723,885

18.2 %

Advertising

35,000

0.1 %

75,500

0.3 %

Magazine

271,503

0.4 %

264,264

0.8 %

Total

306,503

0.5 %

339,764

1.1 %

Corporate subscriptions

1,796,193

2.7 %

—

Consulting

312,500

0.5 %

—

Symposium sponsorships

130,000

0.2 %

—

Total

advisory revenue

2,238,693

3.4 %

—

Other revenue

436,303

0.7 %

507,386

1.6 %

Total

revenue

$ 66,020,552

$ 31,426,673

Event

Revenue

Events

revenue increased 115.7%, and represents approximately 81.2% of total revenue. This growth was primarily driven by the Bitcoin Conference

2025, held in Las Vegas, Nevada, which achieved attendance of 31,584 conference attendees, representing an increase of 155.1% in flagship

conference attendance versus 2024, with total attendance across all Company events reaching 69,035. This scale drove commensurate growth

in both sponsorship and ticket revenue, as the Company was able to attract a deeper and more diversified partner and attendee base. Sponsorship

revenue increased by 127.0%, and ticket revenue increased by 136.0%, relative to the prior year.

Sponsorship

revenue represents the single largest revenue line item, reflecting the Company’s continued ability to attract premium sponsors

across Fortune 500 financial institutions, Bitcoin-native businesses, and technology companies seeking access to the Company’s

highly engaged and committed audience. Ticket revenue reflects the strong attendance and tiered pricing structure at the Bitcoin Conference

2025. Other event revenue includes merchandise, food and beverage, media partnerships, and event attractions revenue.

2021

2022

2023

2024

2025

Annual conference attendees

(multiple events)

15,561

28,394

21,468

26,253

69,035

Annual flagship attendees (single event)

15,561

26,722

18,499

12,382

31,584

Digital

Revenue

Digital

revenue grew 64.6% for the year ended December 31, 2025 and represents approximately 14.3% of total revenue. The Company considers digital

revenue one of it’s most strategically significant long-term growth opportunities.

Marketing

revenue reflects the Company’s ability to monetize its digital audience through branded content, native advertising, and digital

marketing campaigns for sponsors and advertisers, and includes $2,930,000 of marketing services revenue earned from UTXO Management GP,

LLC, a related party, under the Marketing Services Agreement entered into effective January 1, 2024.

- 2 -

Digital

media revenue encompasses digital advertising and content distribution. Multimedia revenue relates to revenue from multimedia products

and content bundles, including various, video, and licensing arrangements. Digital licensing revenue reflects joint venture and white-label

content arrangements. Online Store revenue reflects direct-to-consumer merchandise and digital product sales through the Bitcoin Magazine

website.

The

64.5% increase in digital revenue reflects broad-based growth across the segment. Marketing services revenue grew by 56.6%, driven by

increased demand for sponsored and branded content from Bitcoin-focused and institutional advertisers seeking access to the Company’s

audience. Digital media revenue increased by 116.3% and multimedia revenue grew by 92.7%, consistent with expanded digital and video

programming tied to the Company’s growing subscriber base.

Revenue

revenue reflects advertising and subscription revenue from Bitcoin Magazine’s print edition, which continues to serve as a premium,

collectible publication for the Bitcoin community. Other revenue includes book publishing revenue, shared services revenue, miscellaneous

income, and art revenue.

Advisory

Revenue

The

Advisory segment was not formally in existence during fiscal year 2024 and its official launch in 2025 contributed significant of incremental

revenue. This directly reflects management’s deliberate investment in institutionalizing the Company’s Bitcoin intelligence

capabilities ahead of what management believes is a significant long-term market opportunity within its advisory services.

Corporate

subscriptions revenue is primarily derived from the Company’s Bitcoin For Corporations membership program that provides organizations

with curated Bitcoin research, policy intelligence, and executive education. Corporate subscription contracts are recognized on a straight-line

basis over the contract term, with an average contract duration of approximately 12-24 months. Consulting revenue reflects bespoke advisory

engagements with corporations pursuing Bitcoin treasury and strategy initiatives. Symposium sponsorships pertain to the Company’s

curated, invitation-only leadership forums, held solely for the exclusive benefit of Bitcoin For Corporations members.

Cost

of Revenue

Total

cost of revenue for fiscal year 2025 increased 90.3%. This resulted in gross margin of 67.9%, compared to 64.5% in fiscal year 2024.

The following table presents cost of revenue by segment and as a percentage of total revenue:

2025

(%)

2024

(%)

Event production

$ 10,374,688

15.7 %

$ 3,616,116

11.5 %

Event venue

4,048,277

6.1 %

1,069,053

3.4 %

Audio and visual

2,967,541

4.5 %

2,556,588

8.1 %

Travel and lodging

882,082

1.3 %

658,099

2.1 %

Security

577,599

0.9 %

187,552

0.6 %

Speakers and entertainment

333,324

0.5 %

281,241

0.9 %

Other event cost of revenue

1,122,588

1.7 %

1,827,288

5.8 %

Events cost of revenue

20,306,099

30.8 %

10,195,937

32.4 %

Digital cost of revenue

405,797

0.6 %

595,449

1.9 %

Print cost of revenue

134,652

0.2 %

253,532

0.8 %

Advisory cost of revenue

158,871

0.2 %

—

Other cost of revenue

195,721

0.3 %

96,858

0.3 %

Total

cost of revenue

21,201,140

32.1 %

11,141,776

35.5 %

Gross profit

$ 44,819,412

67.9 %

$ 20,284,897

64.5 %

Event

cost of revenue represents the direct costs of producing the Company’s conferences and events. The largest single component is

event production, which encompasses staging, signage, foliage, photography, and the substantial physical infrastructure required to host

events with tens of thousands of attendees. Event venue expenses reflect location fees, security deposits, and other site associated

costs. Audio/visual expenses reflect the Company’s significant investment in production quality. The remaining event costs include

speaker fees and entertainment, security, travel and lodging, and other direct costs. Collectively, event gross margin was approximately

62.1%, consistent with the high-production value positioning of the Company’s conference brand.

- 3 -

The

90.3%, increase in total cost of revenue is substantially explained by the scale of the Bitcoin Conference 2025. Event production costs

increased by 186.9% reflecting the larger venue, expanded programming footprint, and greater physical infrastructure required to support

an event nearly three times the size of the 2024 flagship. Venue costs increased by 278.7% and audio/visual costs increased by 16.1%,

both consistent with the Las Vegas venue scale and production quality investment. Despite the significant increase in absolute cost,

the Company improved its overall gross margin from 64.5% to 67.9%, demonstrating favorable operating leverage as fixed and semi-fixed

event costs were spread across a materially higher revenue base.

Digital

cost of revenue represents a highly favorable cost structure relative to the segment’s revenue, generating a gross margin of approximately

191.6%, reflecting the highly scalable nature of digital content.

Operating

Expenses

Total

operating expenses (excluding cost of revenue) for the year ended December 31, 2025 were 17.2% greater, compared to the year ended December

31, 2024. The following table presents operating expenses by category and as a percentage of total revenue:

2025

(%)

2024

(%)

Salaries and wages

$ 6,427,600

9.7 %

$ 5,636,061

17.9 %

Commissions

5,594,356

8.5 %

2,159,781

6.9 %

Bonuses

970,853

1.5 %

83,232

0.3 %

Total

compensation

12,992,809

19.7 %

7,879,074

25.1 %

Benefits and payroll taxes

756,392

1.1 %

603,126

1.9 %

Contractors

4,293,596

6.5 %

3,002,331

9.6 %

Accounting

1,672,154

2.5 %

154,963

0.5 %

Legal

1,122,615

1.7 %

7,470,310

23.8 %

Business operations

427,349

0.6 %

197,286

0.6 %

Total

professional services

3,222,118

4.9 %

7,822,559

24.9 %

Office and administration

887,645

1.3 %

697,674

2.2 %

Marketing and advertising

1,176,435

1.8 %

667,853

2.1 %

Travel (non-event)

489,315

0.7 %

495,157

1.6 %

Insurance

319,336

0.5 %

157,111

0.5 %

Stock-based compensation

335,971

0.5 %

193,052

0.6 %

Credit loss

475,550

0.7 %

25,000

0.1 %

Charitable contributions

347,852

0.5 %

56,449

0.2 %

Depreciation

10,344

0.0 %

24,195

0.1 %

Other operating expenses

138,383

0.2 %

92,185

0.3 %

Total

operating expenses

25,445,746

38.5 %

21,715,766

69.1 %

Income (loss) from operations

$ 19,373,666

29.3 %

$ (1,430,869 )

(4.6 )%

The

17.2%, increase in total operating expenses reflects the Company’s growth investments in headcount, sales infrastructure, and financial

reporting capabilities, partially offset by a significant reduction in legal expense following the settlement of previously accrued litigation.

Excluding legal fees, operating expenses increased in 2025, consistent with the significant scaling of the business. The Company’s

operating expense ratio as a percentage of revenue improved from 69.1% in 2024 to 38.5% in 2025, reflecting substantial operating leverage

on the fixed cost base as revenue more than doubled.

- 4 -

Compensation

Total

compensation represents the Company’s largest single operating cost category. Base salaries reflect the Company’s investment

in building a world-class team across editorial, events production, sales, and corporate functions. Commission expense is directly tied

to the Company’s revenue-based incentive structure, particularly for its events sales force and corporate subscription sales teams.

Commission expense that qualifies as an incremental cost of obtaining a customer contract under ASC 340-40 is capitalized and amortized

over the contract term when the associated contract has a period of benefit greater than one year. Specifically, commissions for flagship

event sponsorship contracts qualify for capitalization under ASC 340-40, as these can be earned more than 12 months in advance of the

event. For all other sales commissions, including those for digital, print, and advisory contracts, the Company applies the practical

expedient and expenses them as incurred, as the expected benefit period does not exceed one year. Bonus expense reflects performance-based

compensation accruals for fiscal year 2025. Total compensation increased by 64.9%, versus the prior year, driven primarily by a 159%

increase in commission expense tied directly to the higher event sponsorship and advisory sales volume.

Contractors

Contractor

expense reflects the Company’s use of specialized freelance talent, primarily in content production, events staffing, and technical

functions. This approach provides operational flexibility, particularly during peak production periods.

Professional

Services

Professional

services reflects the Company’s substantial investment in accounting, audit, and legal advisory services. Accounting fees include

fees for audit preparation, tax compliance, technical accounting consultation, and financial systems work associated with the Company’s

financial reporting maturation. Legal fees reflect the Company’s engagement with outside counsel on corporate, commercial, and

intellectual property matters.

Stock-Based

Compensation

Non-cash

stock-based compensation expense was recognized for the year ended December 31, 2025, as well as fiscal year 2024. No compensation expense

was recorded at the exercise date of any of the four NSO exercises completed during 2025; the exercise-date spread represents ordinary

income to the employee and a tax deduction for the Company under IRC §83 but does not constitute GAAP compensation expense under

ASC 718.

connection with the closing of the Nakamoto Inc. merger on February 19, 2026, the vesting of all then-outstanding unvested stock options

was accelerated in full in accordance with the change-in-control provisions of the Company’s Revised 2018 Omnibus Incentive Plan.

Credit

Loss

Credit

loss reflects allowances established for accounts receivable balances identified as potentially uncollectible as of December 31, 2025.

The Company’s allowance for credit losses is determined using a specific identification methodology. Under this approach, management

evaluates individual receivable balances for indicators of impairment, including customer creditworthiness, payment history, aging, and

current economic conditions. While this methodology does not rely solely on aging schedules, older receivable balances do attract heightened

scrutiny and may trigger specific reserve consideration. Of the total contract asset balance outstanding as of December 31, 2025, the

majority representing amounts due from UTXO Management GP, LLC and Nakamoto Holdings Inc., was invoiced and collected in cash in January

2026.

- 5 -

Other

Income and Expense

The

following table summarizes other income and expense items for the years ended December 31, 2025 and 2024:

Item

2025

2024

Interest income and credit card

rewards

$ 47,746

$ 34,359

Tax refunds

229,604

10,625

Investment income

107,673

150,000

Unrealized gain (loss) on digital assets

24,295

(2,607 )

Realized gains on digital assets

47,904

139,247

Loss on investment

(141,649 )

—

Other income, net

119,104

—

Total

other income

434,677

331,624

Interest expense

(105,072 )

(179,190 )

FX exchange (loss)

(3,045 )

(7,846 )

Change in fair value of SAFE liability

(1,000 )

(170,000 )

Total

other expense

(109,117 )

(357,036 )

Net

other income (expense)

325,560

(25,412 )

Income before taxes

19,699,226

(2,183,794 )

Income tax benefit

(expense)

(4,885,810 )

5,820,925

Net income

$ 14,813,416

$ 3,637,131

Interest

expense primarily relates to the Company’s SAFE Note Payable and EIDL Loan. Change in fair value of digital assets reflects mark-to-market

adjustments gains on the Company’s Bitcoin and USDT holdings, consistent with the Company’s adoption of ASU 2023-08 and its

policy to recognize digital assets at fair value under ASC 350-60. During fiscal year 2025, the Company recognized a loss on investment

related to one of its equity interests that had no remaining value.

The

Company’s effective income tax rate for fiscal year 2025 was approximately 24.8% on pre-tax income, reflecting a total income tax

provision of $4,885,810. The Company’s current tax provision of $1,275,066 consists of $758,753 federal, and $516,313 state, and

the deferred tax expense of $3,610,744 consists of $3,022,914 federal, and $587,830 state. The deferred tax expense primarily reflects

the reversal of temporary differences previously recognized as deferred tax assets, including the full utilization of federal net operating

loss carryforwards, the settlement of the accrued litigation settlement, and the reversal of the Section 174 capitalized R&D deferred

tax asset.

Liquidity

and Capital Resources

Overview

The

Company’s principal sources of liquidity are cash generated from operating activities, principally from its events and digital

media businesses, and contract liability advance payments from event sponsors and ticket purchasers. As of December 31, 2025, the Company

had cash and cash equivalents of $11,071,285 and total accounts receivable (including contract assets) of $11,112,077.

The

Company’s business model is inherently a pre-funding model. Event sponsors and ticket purchasers pay in advance of each conference,

in many cases twelve to eighteen months in advance for flagship sponsorship packages, which creates a structural pattern of cash inflows

well in advance of the corresponding operating cash outflows for event production. This means that the Company’s operating cash

cycle is: (1) cash is received from sponsors and ticket purchasers and recorded as contract liabilities; (2) cash is disbursed to vendors

in the months preceding the event and recorded as conference prepaid expenses; and (3) revenue is recognized, and prepaid expenses are

expensed, in the time period in which the event occurs.

a result, the Company typically enters each calendar year with a significant portion of its flagship event revenue already cash-collected,

which limits the liquidity risk associated with revenue uncertainty. The Company’s contract liabilities balance as of December

31, 2025 represents a significant non-cash liquidity source, as sponsors and ticket purchasers have pre-funded future events. This balance

primarily relates to the Bitcoin 2026 Conference and represents committed future revenue that will be earned upon performance of the

obligation. The principal components of contract liabilities as of December 31, 2025 are sponsorship revenue, ticket revenue, media,

digital, print revenue, and deferred consulting and subscription revenue.

- 6 -

Working

Capital and Liquidity Position

Balance

sheet item

December

31, 2025

December

31, 2024

Cash and cash equivalents

$ 11,071,285

$ 2,931,437

Accounts receivable (net)

7,750,335

4,094,624

Contract assets

3,361,742

3,004,441

Conference prepaid expenses

3,473,358

1,081,342

Other prepaids

185,843

8,401

Digital assets

170,396

250,557

Other current assets

283,414

—

Total

current assets

26,296,373

11,370,802

Accounts payable

3,545,289

13,355

Contract liabilities

16,423,381

13,771,197

Dividends payable

1,703,140

1,489,920

Accrued liabilities and other

2,019,698

12,197,667

Total

current liabilities

23,691,508

27,472,139

Working capital surplus (deficit)

$ 2,604,865

$ (16,101,337 )

of December 31, 2025, the Company had a working capital surplus, compared to a working capital deficit as of December 31, 2024.

The

Company’s largest current liability is the contract liabilities balance, the majority of which represents advance payments from

event sponsors and ticket purchasers for the upcoming Bitcoin 2026 Conference. This contract liability does not require cash repayment;

rather, it will be earned and recognized as revenue upon delivery of the event. However, the Company would be required to refund these

amounts if the event were cancelled, which represents a contingent liability.

Conference

prepaid expenses represent advance payments made to vendors in connection with the upcoming Bitcoin 2026 Conference, which are directly

correlated to, and partially offset by, the deferred event revenue balance.

Debt

Obligations

of December 31, 2025, the Company had the following debt obligations:

● SAFE

Note Payable:: Simple Agreement for Future Equity (SAFE) issued in February 2021 for a cash

investment of $500,000. The SAFE entitles the holder to convert into the Company’s

preferred stock upon a qualifying equity financing, liquidation, or dissolution event. The

SAFE is accounted for as a liability under ASC 480 and is remeasured at fair value each period

(Level 3).

● EIDL

Loan: Economic Injury Disaster Loan from the U.S. Small Business Administration. This loan

has a 30-year term following a deferred payment period, with monthly installments of principal

and interest. Accrued interest as of December 31, 2025 is included in accrued loan interest

on the consolidated balance sheets.

● Related

Party Payables: Includes amounts due to David Bailey, co-founder and former CEO, and Tyler

Evans, co-founder and former CIO, representing expenses paid by these individuals on behalf

of the Company and funding provided to the Company.

- 7 -

Digital

Assets

The

Company holds digital assets across multiple custodial wallets, consisting of Bitcoin and USDT stablecoins as of December 31, 2025. Pursuant

to ASU 2023-08, the Company measures its digital assets at fair value using Level 1 inputs (quoted prices on active exchanges), with

changes in fair value recognized in the statement of operations each period. Stablecoins, including USDT and USDC, are classified as

digital assets, not cash or cash equivalents, consistent with the Company’s accounting policy and ASC 350-60. The following table

provides a roll-forward of digital asset activity for the years ended December 31, 2025 and 2024:

For

the Years Ended

December

31, 2025

December

31, 2024

Beginning Balance

$ 250,557

$ 116,550

Additions

16,932,236

13,317,449

Disposals

(17,084,596 )

(13,320,082 )

Realized gain on disposals

47,904

139,247

Change

in fair value of digital assets

24,295

(2,607 )

Ending Balance

$ 170,396

$ 250,557

Additions

primarily represent cryptocurrencies received from customers as payment for events and subscription services. Disposals reflect the Company’s

conversion of digital assets to U.S. dollars to fund operating activities.

Preferred

Stock and Dividends

The

Company has two series of preferred stock outstanding:

● Series

Seed Preferred Stock: 290,555 shares issued and outstanding at $1,200,000 carrying value.

Holders are entitled to receive a cumulative dividend at the annual rate of 6% of the original

issue price. As of December 31, 2025, accrued Series Seed dividends payable totaled $714,477,

compared to $642,477 as of December 31, 2024 with an aggregate liquidation preference of

$1,914,477 and $1,842,477, respectively.

● Series

A Preferred Stock: 114,111 shares issued and outstanding at $2,338,678 carrying value. Holders

are entitled to receive a cumulative dividend at the annual rate of 6% of the original issue

price. As of December 31, 2025, accrued Series A dividends payable totaled $988,663 compared

to $847,443 as of December 31, 2024 with an aggregate liquidation preference of $3,327,341

and $3,186,121, respectively.

Upon

any liquidation, dissolution, or winding up of the Company, holders of Series Seed and Series A Preferred Stock are entitled to receive,

prior to any distribution to holders of common stock, an amount per share equal to the greater of (i) the original issue price plus any

accrued but unpaid dividends, or (ii) the amount that would be payable if such shares were converted into common stock immediately prior

to the Liquidation Event. Total accrued preferred dividends payable as of December 31, 2025 were $1,703,140. Preferred dividends are

cumulative and are recorded as a reduction in retained earnings. Neither series of preferred stock is entitled to vote on matters presented

to stockholders.

Party Transactions

The

Company has the following related party balances and transactions as of and for the year ended December 31, 2025 that require disclosure

under ASC 850, Related Party Disclosures:

● Related

Party Loans Receivable: Outstanding loans to David Bailey, co-founder and former CEO, made

under Board-approved terms bearing interest at 2% per annum, payable in full at maturity.

● UTXO

Management GP, LLC; Marketing Services Agreement: UTXO is a related party as its majority

shareholders are also majority stockholders of the Company. The Company earned $2,930,000

in service fees from UTXO during fiscal year 2025, compared to $3,004,441 in 2024, reflected

in contract assets. Subsequent to December 31, 2025, the Company exercised its call right

with respect to UTXO upon closing of the Nakamoto Inc. acquisition.

● Due

to David Bailey: Represents expenses paid by Mr. Bailey on behalf of the Company and funding

provided to the Company.

● Due

to Tyler Evans: Represents expenses paid by Mr. Evans on behalf of the Company and funding

provided to the Company.

● Nakamoto

Inc.; Marketing Services Agreement: Effective May 12, 2025, BTC Inc. entered into a Marketing

Services Agreement with Nakamoto Holdings, Inc. (subsequently renamed Nakamoto Inc., NASDAQ:

NAKA). Nakamoto was a related party of BTC Inc. during the applicable service period, as

David Bailey, co-founder and former CEO of BTC Inc., also served as Chairman and CEO of Nakamoto

Inc., and Tyler Evans, co-founder and former CIO of BTC Inc., served as Chief Investment

Officer of Nakamoto Inc. Marketing services revenue earned from Nakamoto under the MSA is

included within the digital revenue segment. Subsequent to December 31, 2025, the Call Right

under the MSA was exercised by Nakamoto, resulting in the merger described in the Subsequent

Events section below.

● Related

Party Interest Payables: Includes accrued interest on related party notes payable.

Subsequent

Events

Subsequent

to December 31, 2025, on February 19, 2026, BTC Inc. was acquired by Nakamoto Inc. (NASDAQ: NAKA) in an all-stock transaction. Nakamoto

exercised its Call Right under the Marketing Services Agreement, and BTC Inc. simultaneously exercised its Call Right with respect to

UTXO Management GP, LLC. Upon closing, BTC Inc. and UTXO became wholly-owned subsidiaries of Nakamoto Inc. BTC Inc. and UTXO securityholders

received, on a fully diluted basis, shares of Nakamoto Inc. common stock.

- 8 -

Accounting

for the Acquisition - Preliminary Purchase Price Allocation

The

merger was consummated on February 19, 2026, which is prior to the issuance date of the Company’s consolidated financial statements.

Nakamoto Inc. is currently in the process of completing its preliminary purchase price allocation under ASC 805, Business Combinations.

As of the date of issuance, the fair values of the identifiable assets acquired and liabilities assumed, including the allocation of

consideration to specific assets and goodwill, have not been finalized. Accordingly, provisional amounts are subject to adjustment during

the measurement period, which may extend up to twelve months from the acquisition date.

Among

the most significant items subject to valuation and measurement period adjustment are: (i) the fair value of BTC Inc.’s contract

liabilities, which under ASC 805 will be recorded by Nakamoto Inc. at fair value, representing the estimated cost-to-fulfill the underlying

performance obligations rather than the face amount of consideration received, which may result in a reduction from carrying value; (ii)

any identifiable intangible assets, including trade names, customer relationships, and content; and (iii) the resulting goodwill balance.

Management expects to engage an independent valuation firm and to report preliminary purchase price allocation information in Nakamoto

Inc.’s upcoming periodic filings. Readers of these standalone BTC Inc. financial statements should be aware that the reported contract

liability balance as presented may not result in a corresponding full amount of revenue recognition at the Nakamoto Inc. consolidated

level following the acquisition.

IRC

§382 Ownership Change and Deferred Tax Assets

The

merger constituted an ownership change within the meaning of Internal Revenue Code Section 382, triggered by the acquisition of BTC Inc.

by Nakamoto Inc. on February 19, 2026. An IRC §382 ownership change imposes an annual limitation on the utilization of net operating

loss carryforwards and certain other tax attributes generated prior to the ownership change date. The Company has not yet completed its

analysis of the applicable annual §382 limitation, and it is possible that some or all of its deferred tax attributes may be subject

to limitation or may require a valuation allowance following completion of the analysis. Nakamoto Inc. will address this matter as part

of its broader post-acquisition tax analysis.

Revenue

Seasonality

The

Company’s revenue is seasonal and concentrated around the timing of its conferences and events. Interim period results are not

indicative of full-year performance, as a substantial portion of annual revenue is recognized at the time events are delivered. Operating

costs, including salaries, benefits, and other overhead, are incurred on a relatively consistent basis throughout the year, while event-related

revenue recognition occurs at discrete points in time corresponding to event delivery. As a result, quarterly results will vary materially

depending on the scheduling of the Company’s event portfolio in any given period.

Bitcoin

Price Sensitivity

Overall

business performance may be materially influenced by the prevailing price of Bitcoin. Bitcoin price levels affect sponsorship demand,

ticket sales, institutional engagement, the pace of corporate Bitcoin adoption, and the broader market appetite for Bitcoin-focused events,

media, and advisory services. Management cannot predict the price of Bitcoin or its trajectory, and sustained periods of Bitcoin price

decline could adversely affect demand across all of the Company’s revenue streams. Conversely, periods of price appreciation have

historically correlated with increased market activity and engagement across the Company’s product and service offerings.

- 9 -

EX-99.4

Filename: ex99-4.htm · Sequence: 7

Exhibit

99.4

UTXO

Management GP, LLC

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

The

following management’s discussion and analysis of financial condition and results of operations provides information that management

believes is relevant to an assessment and understanding of our plans and financial condition. The following financial information is

derived from our financial statements and should be read in conjunction with such financial statements and notes.

References

in this report to “we,” “us” or the “Company” refer to UTXO Management GP, LLC. The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with the audited financial

statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set

forth below includes forward-looking statements that involve risks and uncertainties.

Overview

Fund

Management Operations

UTXO

Management GP, LLC (“UTXO” or the “Company”) is a fund manager focused generally on investments in the broader

Bitcoin ecosystem. We specialize in identifying and investing in a range of opportunities across private and public markets including

early-stage technology companies and other blockchain-related ventures.

UTXO

seeks to generate returns for our funds by leveraging our extensive team of investment professionals, industry relationships, thorough

research, and a global network.

Our

Company’s primary revenue stream comes from management fees and performance fees derived from the 210k Capital, LP fund (“210k

Capital” or the “Fund”) that we have been managing since 2019. 210k Capital is a private investment fund that is primarily

invested in assets within the Bitcoin-ecosystem, including spot Bitcoin, Bitcoin treasury companies, Bitcoin derivatives, and other investments

related to this strategy. The fee revenue that UTXO receives from 210k Capital fluctuates based on the performance of the Fund and changes

in assets under management.

Management

fees are charged to and paid by the individual investors of 210k Capital to UTXO for our general management of the Fund. The standard

and most common fee class at 210k Capital includes a management fee rate of 2% annually, which is earned and paid out monthly.

Performance

fees are also charged to the 210k Capital investors, though these fees are completely dependent on the Fund’s returns in a particular

period. These fees are earned based on the net profits earned above the high-water mark for each respective investor’s account

with the Fund. The standard and most common fee class at 210k Capital, includes a performance fee rate of 20% of the net profits above

the investor’s high-water mark, with the fees accrued throughout the year and crystallized at the end of the calendar year. The

performance fee crystallization event results in capital being transferred from the investor’s account within the Fund to UTXO’s

capital account within 210k Capital (“the Carried Interest Account”).

Other

Operations and Other Sources of Revenue

Outside

of managing the 210k Capital fund, UTXO’s other operations include launching and managing Special Purpose Vehicles (“SPVs”)

and making select investments from our balance sheet. Historically, these other operations have not been a material source of revenue

for UTXO. We plan to continue to evaluate and identify other investments or investment management opportunities that may serve as potential

revenue streams in the future.

Recent

Developments

MSA

with BTC Inc.

described in Note 7 – Related Party Transactions, on May 12, 2025, UTXO entered into a Master Marketing Services Agreement (“MSA”)

with BTC Inc. The agreement was effective as of January 1, 2024. Under the terms of the agreement, BTC Inc. provides marketing and advertising

services to UTXO. The agreement also includes a put/call option for UTXO to be acquired by BTC Inc.

The

marketing services provided by BTC Inc. serve as positive exposure for UTXO as we seek to expand our brand recognition and potentially

generate new fundraising and investing opportunities. For the years ended December 31, 2025 and 2024, UTXO incurred $2,930,000 and $3,004,441

of marketing and advertising expenses under the agreement. These fees are recorded in selling, general and administrative expense on

the statements of operations.

Launch

of 210k Capital Offshore

September 30, 2025, UTXO launched the 210k Capital Offshore Feeder Ltd. fund which acts as a feeder fund to 210k Capital, LP. The goal

of this new fund vehicle is that it may generate additional fundraising from international investors seeking exposure to the 210k Capital

fund.

Subsequent

Events

210k

Redemption

January 1, 2026, we redeemed the full balance of our Carried Interest Account with 210k Capital, LP in the total amount of $10,800,840.

The redemption was split across cash and in-kind securities in the following amounts: $9,072,903 of cash; $889,200 of STRC; $838,734

of Metaplanet. Upon receipt of the redemption, the Company distributed $647,903 in cash, $889,200 of STRC, and $838,734 of Metaplanet

to members of the Company.

Transfer

of Balance Sheet Assets

January 13, 2026, we entered into a Contribution and Assignment Agreement with a newly formed entity, UTXO Legacy, LLC, which, as of

the date of the agreement, has the same beneficial owners as the Company. Under the agreement, the Company contributed its ownership

interests in four balance sheet investments: Mining Company One, LLC; Navier, Inc.; Unchained Capital Inc.; and TVP Bitcoin Venture Fund

I, LP to UTXO Legacy, LLC.

Ownership

Sale

February 6, 2026, we entered into a Redemption, Assignment and Separation Agreement with a former member. Under the agreement, the Company

redeemed the member’s 33.33% membership interest for total cash consideration of $5.0 million. In connection with the redemption,

the member resigned from all positions with the Company and agreed to provide transition services through May 31, 2026. Upon the sale,

the membership interest was reallocated equally to the two remaining members.

Sale

to Nakamoto Inc.

February 16, 2026, Nakamoto Inc. exercised its call option to acquire both UTXO Management GP, LLC and BTC Inc., as permitted in the

MSA agreement amongst the parties that was signed in 2025. The transaction closed on February 20, 2026. Following the acquisition, UTXO

Management GP, LLC became a wholly-owned subsidiary of Nakamoto Inc. Additionally, as part of the transaction on February 16, 2026, UTXO

Ventures, LLC was acquired by UTXO Management GP, LLC for no consideration and their operations will be consolidated under one entity.

Results

of Operations

The

following table sets forth our summary results of operations in dollars for the periods presented. The period-to-period comparison of

our historical results is not necessarily indicative of the results that may be expected in the future.

For the Years Ended December 31,

2025

2024

Income:

Performance fee income

$ 13,827,301

$ 7,299,700

Management fee income

3,329,404

395,998

Total income

17,156,705

7,695,698

Operating expenses:

Selling, general, and administrative

5,298,374

3,830,372

Total operating expenses

5,298,374

3,830,372

Income from operations

11,858,331

3,865,326

Other income:

Unrealized investment (loss) gain, net

(861,707 )

481,521

Realized gain (loss), net

(31,376 )

—

Other income, net

3,831

44,145

Gain on debt extinguishment

—

582,096

Total other (loss) income

(889,252 )

1,107,762

Net income

$ 10,969,079

$ 4,973,088

Revenues

earned $13,827,301 and $7,299,700 of performance fee income in 2025 and 2024, respectively, representing an increase of approximately

89%. The increase in performance fee income was driven by increased assets under management and positive investment performance by the

210k Capital fund during 2025. 210k Capital’s total gross assets under management as of December 31, 2025 were $138,206,317, compared

to $99,047,630 as of December 31, 2024. The increase in AUM is attributable to positive returns generated by the Fund and capital contributions

from both new and existing investors.

earned management fee income of $3,329,404 in 2025, a significant increase from the $395,998 earned in 2024. The increase in management

fee income was driven by new capital raised at 210k Capital, positive gross returns generated by 210k Capital, as well as new fee arrangements

with individual investors of the Fund. In 2025, many of the 210k Capital investors agreed to transition from various legacy fee structures

to the Fund’s standard fee class in the Limited Partnership Agreement which includes a 2% annual management fee rate and a 20%

performance fee rate with an annual crystallization event.

Operating

Expenses

UTXO

had operating expenses of $5,298,374 and $3,830,372 in 2025 and 2024, respectively, representing approximately a 38% increase. The largest

driver of the increase was our consultancy services expense of $705,601 in 2025, compared to $166,723 in 2024. These expenses relate

to new service providers and individual contractors engaged by UTXO. Our legal and professional services expense also increased to $222,725

in 2025, compared to $21,846 in 2024. This increase relates to audit fees incurred in 2025 which were not incurred in 2024, as our firm

underwent its first audit in 2025 which covered the 2023 and 2024 fiscal years. The remaining increase in our operating expenses predominantly

resulted from increases in our salaries and wages, guaranteed payments, and travel expenses. These expense increases were a strategic

effort to support the growth of our firm.

Other

Income and Expenses

UTXO

had an investment loss of $861,707 in 2025 compared to investment income of $481,521 in 2024. This was primarily due to a $859,992 net

loss on our investment in 210k Capital through our Carried Interest Account. The 210k Capital fund generated a positive return overall

in 2025, however, UTXO’s investment in 210k Capital increased over the course of the year as performance fees were crystallized.

During the later months of the year when UTXO had a larger Carried Interest Account balance, the Fund had negative returns.

The

Company had other expenses of $27,545 in 2025 compared to other income of $626,241 in 2024. The other expense in 2025 was primarily due

to an impairment of one of our balance sheet investments. The other income in 2024 was driven by a one-time gain on extinguishment of

debt.

Net

Income

UTXO

generated net income of $10,969,079 in 2025, an increase of approximately 120% from $4,973,088 of net income generated in 2024. The increase

in net income was primarily the result of the increase in management fee and performance fee revenues, partially offset by an increase

in operating expenses to support our growth.

Liquidity

and Capital Resources

Our

Company primarily funds its operations from existing cash balances and ongoing management fee revenue from the 210k Capital fund, which

is received monthly. Additionally, if the Fund performs well in a given year and performance fees are earned, these performance fees

are crystallized into UTXO’s Carried Interest Account at the end of the year. The Company has the ability to make redemptions from

our Carried Interest Account, as needed, to provide liquidity to our operating business at UTXO.

of December 31, 2025, we do not have any long-term debt obligations, but have an account payable to BTC Inc. of $2,930,000 related to

the MSA that UTXO entered with BTC Inc. in 2025. We have sufficient capital available to make this payment after year-end, with the ability

to redeem from our Carried Interest Account at 210k Capital, which has a balance of $10,800,840 as of December 31, 2025.

Summary

of Cash Flow

For the Years Ended December 31,

2025

2024

Net cash provided by (used in) operating activities

$ 3,249,557

$ (160,297 )

Net cash (used in) provided by investing activities

(1,000 )

154,100

Net cash used in financing activities

(2,693,020 )

—

Net increase (decrease) in cash and cash equivalents

555,537

(6,197 )

Cash and cash equivalents at beginning of year

21,153

27,350

Cash and cash equivalents at end of year

$ 576,690

$ 21,153

Operating

Activities

The

Company generated net operating cash flow of $3,249,537 and ($160,297) in 2025 and 2024, respectively. The increase was largely driven

by an increase in net income which was partially offset by an increase in our investments account, primarily the Carried Interest Account

with 210k Capital.

Investing

Activities

Net

cash used in investing activities was $1,000 in 2025 and net cash provided by investing activities was $154,100 in 2024. The decrease

relates to a redemption of investments of $155,000 in the prior year.

Financing

Activities

Net

cash used in financing activities was $2,693,020 and $0 in 2025 and 2024, respectively, which was a result of cash distributions made

to the owners of UTXO during 2025.

a result of these cash flow activities, our net cash increased by $555,537 during the year from $21,153 at the beginning of the year

to $576,690 at the end of the year.

Forward-Looking

Information

Revenue

Seasonality

Our

Company’s revenue can fluctuate materially from year to year, as our largest revenue driver in the last two years was from performance

fees that are tied to the returns of 210k Capital. The returns of the 210k Capital fund vary from year to year based upon general market

conditions, Bitcoin price fluctuations, and other factors that are difficult to predict. While we have generated performance fee revenue

from 210k Capital in both 2025 and 2024, there is no guarantee that we will generate any performance fee revenue in future years. Additionally,

we have ongoing revenue concentration risk since substantially all of our revenue is derived from the 210k Capital fund.

Operating

Expense Outlook

While

UTXO’s revenue can fluctuate materially from year to year, our operating expenses are much more predictable as they are not tied

to the returns of the Fund. The majority of our operating expenses come from advertising & marketing, consultancy services, legal

& professional services, and salaries & wages.

Critical

Accounting Estimates

Our

discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which

have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

In preparing the consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities,

stockholders’ equity/deficit, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our

estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other

assumptions or conditions.

Fair

Value Measurements

UTXO

applies ASC 820, Fair Value Measurement (“ASC 820”) which defines fair value, establishes a framework for measuring fair

value, and expands disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset

or paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date.

ASC

820 establishes a hierarchical disclosure framework which prioritizes and ranks the level of market price observability used in measuring

assets and liabilities at fair value. Under U.S. GAAP, a fair value hierarchy is implemented for inputs used in measuring fair value

that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs

be used when available. Observable inputs are those that market participants would use in pricing the asset or liability based on market

data obtained from sources independent of UTXO. Unobservable inputs reflect UTXO’s own assumptions about the inputs market participants

would use in pricing the asset or liability developed based on the best information available in the circumstances.

The

carrying amounts of certain of UTXO’s financial instruments, including cash, receivables, and accounts payable and accrued expenses,

approximate fair value due to their short-term nature.

The

fair value hierarchy is categorized into three levels based on the inputs as follows:

Level

1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities

and in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an

ongoing basis.

Level

2 - Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable,

either directly or indirectly.

Level

3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable, such as estimates,

assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

addition, certain of our other investments are measured at fair value using NAV per share (or its equivalent) as a practical expedient

and have not been classified within the fair value hierarchy above.

Investments

without readily determinable fair value are measured at fair value using known and unknown inputs such as our historical costs, known

changes in the business or performance, as well as observable price changes in orderly transactions) of an identical or similar investment

of the same issuer. If UTXO determines that the investment is impaired on the basis of a qualitative assessment, UTXO will recognize

an impairment loss equal to the amount by which the investment’s carrying amount exceeds its fair value.

EX-99.5

Filename: ex99-5.htm · Sequence: 8

Exhibit 99.5

UNAUDITED

PRO FORMA CONDENSED FINANCIAL INFORMATION

Introductory

Paragraph

The

following unaudited pro forma financial information is being presented to reflect the acquisitions of Nakamoto Holdings Inc. (“Nakamoto

Holdings”), BTC Inc. (“BTC Inc”) and UTXO Management GP, LLC (“UTXO”) with Nakamoto Inc. (“NAKA”)

being considered the accounting acquirer in accordance with ASC 805. To that extent, the unaudited pro forma condensed balance sheet

as of December 31, 2025 combines (i) the historical December 31, 2025 balance sheets of NAKA, BTC Inc and UTXO and ii) the requisite

transaction accounting adjustments made in accordance with Article 11 of Regulation S-X as if the acquisitions of BTC Inc and UTXO occurred

on that date. As the historical balance sheet of Nakamoto Holdings was already included in the December 31, 2025 historical balance sheet

of NAKA, no separate historical balance sheet has been presented for that entity. Furthermore, the unaudited pro forma condensed statement

of operations for the year ended December 31, 2025 combines (i) the historical statements of operations of NAKA, Nakamoto Holdings, BTC

Inc and UTXO and ii) the requisite transaction accounting adjustments made in accordance with Article 11 of Regulation S-X as if the

acquisitions of Nakamoto Holdings, BTC Inc and UTXO occurred on January 1, 2025.

The

pro forma combined financial statements do not necessarily reflect what the combined company’s financial condition or results of

operations would have been had the acquisition occurred on the dates indicated. They also may not be useful in predicting the future

financial condition and results of operations of the combined company. Our actual financial condition and results of operations may differ

significantly from the pro forma amounts reflected herein due to a variety of factors.

Unaudited

Pro Forma Condensed Balance Sheet

of December 31, 2025

Transaction Accounting Adjustments

Nakamoto Inc.-historical

BTC Inc.-historical

UTXO Management GP,

LLC-historical

BTC Inc-Transaction

accounting

adjustments

Notes

UTXO-Transaction

accounting

adjustments

Notes

Other

transaction

accounting

adjustments

Notes

Intercompany

Eliminations

Notes

Pro forma

combined (1)

ASSETS

Current assets:

Cash and cash equivalents

$ 22,583,253

11,071,285

$ 576,690

$ -

$ 34,231,228

Call option asset-related party

199,060,000

(71,686,352 )

(A)

(45,453,202 )

(A)

(81,920,446 )

(J)

Other current assets

2,173,979

15,225,088

306,093

(3,500,152 )

(N)

14,205,008

Total current assets

223,817,232

26,296,373

882,783

(71,686,352 )

(45,453,202 )

(81,920,446 )

(3,500,152 )

48,436,236

Non-current assets:

Digital assets

467,549,622

Intangible assets

3,009,281

69,310,000

(B)

29,952,000

(G)

102,271,281

Goodwill

81,186,805

(C)

12,821,431

(C)

94,008,236

Other non-current assets

36,231,619

3,897,140

11,305,886

51,434,645

TOTAL ASSETS

$ 730,607,754

30,193,513

$ 12,188,669

$ 78,810,453

$ (2,679,771 )

$ (81,920,446 )

$ (3,500,152 )

$ 763,700,020

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable, accrued expenses and other current liabilities

6,427,548

23,691,508

2,936,100

5,665,184

(K)

(3,500,152 )

(N)

35,220,188

Notes payable, net

209,557,614

Total current liabilities

215,985,162

23,691,508

2,936,100

5,665,184

(3,500,152 )

244,777,802

Non-current liabilities:

Other non-current liabilties

365,966

798,810

1,164,776

TOTAL LIABILITIES

$ 216,351,128

$ 24,490,318

$ 2,936,100

$ -

$ 5,665,184

$ (3,500,152 )

$ 245,942,578

COMMITMENTS AND CONTINGENCIES

Stockholders’ equity (deficit):

Seed Preferred Stock, $0.00005 par value; 290,555 shares authorized; 290,555 shares issued and outstanding as of December 31, 2025

1,200,000

(1,200,000 )

(D)

Series A Preferred Stock, $0.00005 par value; 521,778 shares authorized; 114,111 shares issued and outstanding as of December 31, 2025

2,338,678

(2,338,678 )

(D)

Common stock, $0.001 par value, 10 billion shares authorized; 439,950,632 shares issued and 437,946,327 outstanding as of December 31, 2025

439,950

218,372

(E)

23,834

(E)

682,156

Common Stock, $0.00005 par value; 3,407,409 shares authorized; 1,795,499 shares issued and outstanding as of December 31, 2025

(90 )

(D)

Treasury stock at cost, 2,004,305 shares as of December 31, 2025

(749,003 )

Additional paid-in capital

574,570,303

2,456,529

81,838,747

(F)

6,548,964

(H)

2,262,046

(L)

667,676,589

Retained earnings (deficit)

(60,004,624 )

(292,102 )

9,252,569

292,102

(D)

(9,252,569 )

(I)

(89,847,676 )

(M)

(149,852,300 )

Total stockholders’ equity (deficit)

514,256,626

5,703,195

9,252,569

78,810,453

(2,679,771 )

(87,585,630 )

517,757,442

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

$ 730,607,754

30,193,513

$ 12,188,669

$ 78,810,453

$ (2,679,771 )

$ (81,920,446 )

$ (3,500,152 )

$ 763,700,020

(1) No

separate historical balance sheet has been included for Nakamoto Holdings as the entity was

already included in NAKA’s historical balance sheet as of December 31, 2025.

See accompanying notes

to the Unaudited Pro Forma Condensed Financial Information.

Unaudited

Pro Forma Condensed Statement of Operations

For

the Year Ended December 31, 2025

Year Ended December 31, 2025

Transaction Accounting Adjustments

Year Ended December 31, 2025

Nakamoto Inc.-historical

Nakamoto Holdings, Inc.-historical (1)

BTC Inc.-historical

UTXO Management GP,

LLC-historical

BTC Inc-Transaction

accounting

adjustments

Notes

UTXO-Transaction

accounting

adjustments

Notes

Other transaction accounting adjustments

Notes

Intercompany

Eliminations

Pro Forma

Combined

Net revenues

$ 1,821,315

$ -

$ 66,020,552

$ 17,156,705

$ -

$ (5,026,348 )

(CC)

$ 79,972,224

Operating expenses:

Cost of revenues

21,201,140

Selling, general and administrative

22,950,905

7,435,885

25,445,746

5,298,374

6,952,000

(AA)

2,995,200

(AA)

7,927,230

(BB)

(5,026,348 )

(CC)

73,978,992

Loss on change in fair value of digital assets

166,093,907

Loss on investments

9,915,745

Total operating costs and expenses

198,960,557

7,435,885

46,646,886

5,298,374

6,952,000

2,995,200

7,927,230

(5,026,348 )

271,189,784

Operating income (loss)

(197,139,242 )

(7,435,885 )

19,373,666

11,858,331

(6,952,000 )

(2,995,200 )

(7,927,230 )

(191,217,560 )

Non-operating income (expense):

Change in fair value of call option asset - related party

226,374,000

Debt restructuring costs

(14,722,631 )

Loss on acquisition of Nakamoto Holdings

(59,753,811 )

Other income (expense)

(6,987,239 )

(4,247 )

325,560

(889,252 )

(7,555,178 )

Total non-operating income (expense)

144,910,319

(4,247 )

325,560

(889,252 )

144,342,380

Income (loss) before income taxes

(52,228,923 )

(7,440,132 )

19,699,226

10,969,079

(6,952,000 )

(2,995,200 )

(7,927,230 )

(46,875,180 )

Income tax benefit (expense)

(4,885,810 )

Net income (loss)

$ (52,228,923 )

$ (7,440,132 )

$ 14,813,416

$ 10,969,079

$ (6,952,000 )

$ (2,995,200 )

$ (7,927,230 )

$ -

$ (51,760,990 )

Income (loss) per common share – basic and diluted

$ (0.26 )

$ (0.11 )

Weighted average number of shares outstanding – basic and diluted

200,201,551

486,569,648

(1) The

historical statement of operations for Nakamoto Holdings included above reflects activity

from March 6, 2025 (inception) through August 13, 2025 (the day prior to its acquisition

by NAKA).

See

accompanying notes to the Unaudited Pro Forma Condensed Financial Information.

NOTES

TO UNAUDITED PRO FORMA CONDENSED FINANCIAL information

Estimated consideration and preliminary purchase price allocation

The

Company has performed a preliminary valuation analysis of the fair market value of both BTC Inc’s and UTXO’s assets to be

acquired and liabilities to be assumed. Using the total consideration for the acquisition, the Company has estimated the allocations

of such assets and liabilities. The following table summarizes the allocation of the preliminary purchase price as of the February 20,

2026 closing date of the transactions:

BTC Inc

Assets Acquired

$ 30,193,513

Identifiable intangible assets

69,310,000

Goodwill

81,186,805

Liabilities assumed

(24,490,318 )

Total estimated consideration

$ 156,200,000

UTXO

Assets Acquired

$ 12,188,669

Identifiable intangible assets

29,952,000

Goodwill

12,821,431

Liabilities assumed

(2,936,100 )

Total estimated consideration

$ 52,026,000

addition, the total consideration transferred for each of the acquisitions was measured as follows:

BTC Inc

Total company shares issued¹

259,886,237

Company’s share price²

$ 0.25

Equity portion of purchase price

$ 64,503,764

Allocation of derecognized call option

71,686,352

Replacement options-pre combination vesting

20,009,884

Total estimated consideration to be paid

$ 156,200,000

(1)

Includes 41,514,070 of common shares that are probable of being issued, but were not yet issued as of April 3, 2026.

(2)

Represents the Company’s share price as of the close of business on February 19, 2026, which was the day immediately before the

transaction closed.

UTXO

Total company shares issued¹

26,481,860

Company’s share price²

$ 0.25

Equity portion of purchase price

$ 6,572,798

Allocation of derecognized call option

45,453,202

Total estimated consideration to be paid

$ 52,026,000

(1)

Includes 2,648,186 of common shares that are probable of being issued, but were not yet issued as of April 3, 2026.

(2)

Represents the Company’s share price on February 19, 2026, which was the day immediately before the transaction closed.

The

preliminary purchase price allocations for BTC Inc and UTXO have been used to prepare the transaction accounting adjustments in the pro

forma balance sheet and income statement. The final purchase price allocation will be determined when the Company has completed the detailed

valuations and necessary calculations as described in more detail in the explanatory notes below. The final allocation is expected to

be completed before the Company files its report on Form 10-K for year ended December 31, 2026 and could differ materially from the preliminary

allocation used in the transaction accounting adjustments. The final allocation may include i) changes in allocation to intangible assets

and goodwill and ii) other changes to assets and liabilities.

Transaction Accounting Adjustments

Pro

Forma Balance Sheet

(A)

Represents allocation of the derecognized call option asset based on each of the entities approximate fair value as of February 20, 2026.

(B)

Represents intangible assets recognized as part of the acquisition. The intangible assets were primarily comprised of trade names of

$68.4 million and will be primarily amortized over an estimated useful life of 10 years.

(C)

Represents goodwill recognized as part of the acquisition.

(D)

Represents the elimination of the acquiree’s equity.

(E)

Represents the increase to common stock (excluding the to be issued shares) for shares issued to both BTC Inc and UTXO as part of the

consideration transferred. Refer to Note 1 for additional information.

(F)

Represents the net increase to additional paid in capital based on the i) the consideration transferred to the acquiree and ii) the elimination

of the acquiree’s historical additional paid in capital as follows:

Equity portion of purchase price-APIC

$ 64,285,392

Replacement options-pre combination vesting

20,009,884

Less: Acquiree’s historical APIC

(2,456,529 )

Net increase to APIC

$ 81,838,747

(G)

Represents intangible assets recognized as part of the acquisition. The intangible assets were primarily comprised of a partnership agreement

of $28.4 million and will be amortized over an estimated useful life of 10 years.

(H)

Represents the increase to additional paid in capital as a result of the shares issued to UTXO as part of the consideration transferred.

Refer to Note 1 for additional information.

(I)

Represents the elimination of UTXO’s historical retained earnings.

(J)

Represents the elimination of the remaining call option value that was not allocated as part of the preliminary purchase price allocation

due to the change in fair value from $199 million to $117 million between December 31, 2025 and February 20, 2026 (i.e. the measurement

date).

(K)

Represents acquisition related costs incurred subsequent to December 31, 2025. All acquisition related costs have been expensed in accordance

with ASC 805.

(L)

Represents the increase to additional paid in capital stemming from the issuance of replacement options.

(M)

Represents the change in Retained earnings (deficit) for i) de-recognition of the unallocated portion of the call option ($81.9 million)

acquisition related expenses incurred subsequent to December 31, 2025 ($5.7 million) and iii) stock based compensation expense

incurred stemming from the issuance of replacement options ($2.3 million).

(N)

Represents the elimination of intercompany transactions.

Pro

Forma Statement of Operations

(AA)

Represents intangible asset amortization. The recognized intangible assets, which are primarily comprised of trade names and a partnership

agreement, will be amortized on a straight-line basis over their estimated useful lives. The trade names and partnership agreements have

an estimated useful life of 10 years.

(BB)

Reflects acquisition related costs incurred subsequent to December 31, 2025 ($5.6 million) and stock based compensation expense stemming

from issued replacement options ($2.3 million). All preliminary acquisition related costs have been expensed in accordance with ASC 805.

The Company does not expect the expenses to recur beyond 12 months after the transaction.

(CC)

Represents the elimination of intercompany transactions

Pro Forma Shares Outstanding

Pro

forma basic shares outstanding was calculated as follows:

Year Ended

December 31, 2025

Nakamoto Inc. historical weighted average shares outstanding

200,201,551

Shares issued to BTC

218,372,167

Shares to be issued to BTC at a later date1

41,514,070

Shares issued to UTXO

23,833,674

Shares to be issued to UTXO at a later date

2,648,186

Pro forma shares outstanding - basic and diluted

486,569,648

(1)

Includes BTC Inc holdback shares of 24.8 million and letter of transmittal shares of 16.7 million as of April 3, 2026. These BTC

Inc shares as well as the UTXO holdback shares as of April 3, 2026 of 2.6 million are probable of being issued and therefore have

been reflected in the consideration transferred amount. Further, the to be issued shares have been analyzed under ASC 480 and ASC 815

and have been determined to be equity classified.

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v3.26.1

Cover

Feb. 26, 2026

Document Type

8-K/A

Amendment Flag

true

Amendment Description