Nakamoto Inc美股招股说明书(2026-01-23版)

2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrantsand82,310 Shares of Common Stock This prospectus supplement updates and supplements the information contained in the prospectus dated May 6, 2025 (as may besupplemented or amended from time to time, the “Prospectus”), which forms part of our registration statement on Form S-1 (File No. 333-274606), as amended, with the information contained in our Current Reports on Form 8-K which were filed with the Securities and ExchangeCommission on December 8, 2025, December 9, 2025, December 12, 2025, December 18, 2025, and January 21, 2026 (the “Current Reports”).Accordingly, we have attached the Current Reports to this prospectus supplement. The Prospectus and this prospectus supplement relate to the issuance by Nakamoto Inc., a Delaware corporation, of up to 2,059,811 sharesof common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the “Non-tradeable Warrants”) andthe representative’s warrants (the “Representative’s Warrants” and, together with the Tradeable Warrants and the Non-tradeable Warrants, the“Warrants”) previously issued by us in our initial public offering that closed on June 3, 2024. We are not selling any shares of our commonstock in this offering, and, as a result, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All ofthe net proceeds from the sale of our common stock will go to the holders of the Warrants. Upon exercise of the Warrants, however, we willreceive proceeds from the exercise of such Warrants if exercised for cash. The Prospectus and the prospectus supplement also relate to the resale from time to time by the selling stockholders named in theProspectus (the “Selling Stockholders”) of 82,310 shares of common stock. We will not receive any proceeds from the sale of shares ofcommon stock by the Selling Stockholders pursuant to the Prospectus. You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified by reference to theProspectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus. Thisprospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus. If there is anyinconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectussupplement. Terms used in this prospectus supplement but not defined herein shall have the meanings given to such terms in the Prospectus. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA” and our Tradeable Warrants are listedunder the symbol “NAKAW.” The last reported sale price of our common stock on Nasdaq on January 22, 2026 was $0.40 per share and thelast reported sale price of our Tradeable Warrants on Nasdaq on January 22, 2026 was $1.89 per warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and in theother documents that are incorporated by reference in the Prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecurities to be issued under the Prospectus or determined if the Prospectus or this prospectus supplement is truthful or complete. Anyrepresentation to the contrary is a criminal offense. The date of this prospectus supplement is January 23, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported):December 8, 2025 Kindly MD, Inc.(Exact name of registrant as specified in its charter) (Registrant’s telephone number, including area code) N/A(Former name or former address, if changed since last report) ☐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: 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). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Appointment of Chief Financial Officer On December 8, 2025, t