nakamoto inc美股招股说明书(2026-02-02版)

NAKAMOTO INC. 2,059,811 Shares of Common Stock Issuable Upon Exercise of Previously Issued Warrantsand 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 Report on Form 8-K which was filed with the Securities and The Prospectus and this prospectus supplement relate to the issuance by Nakamoto Inc., a Delaware corporation, of up to2,059,811 shares of common stock underlying the tradeable warrants (the “Tradeable Warrants”), the non-tradeable warrants (the“Non-tradeable Warrants”) and the representative’s warrants (the “Representative’s Warrants” and, together with the TradeableWarrants 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 common stock in this offering, and, as a result, we will not receive any proceeds from the 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 of You should read this prospectus supplement in conjunction with the Prospectus. This prospectus supplement is qualified byreference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the informationcontained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except inconnection with, the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “NAKA.” The last reported sale price ofour common stock on Nasdaq on January 29, 2026 was $0.37 per share. Our Tradeable Warrants are quoted on the OTC Pinkmarketplace (“OTC”) under the symbol “NAKAW.” The last reported sale price of our Tradeable Warrants on OTC on January 29, Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and inthe other 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 The date of this prospectus supplement is January 30, 2026. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM 8-K CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF Date of Report (Date of earliest event reported):January 30, 2026 Nakamoto Inc. ☐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) Securities registered pursuant to Section 12(b) of the Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01. Entry into a Material Definitive Agreement. Amendment No. 1 to the Master Loan Agreement On January 30, 2026, Nakamoto Inc., a Delaware corporation, through its wholly owned subsidiary, Nakamoto Holdings, Inc.(“Nakamoto Holdings”), entered into that certain First Amendment to the Master Loan Agreement (the “MLA Amendment”), whichamends that certain Master Loan Agreement, dated as of December 3, 2025 (the “Master Loan Agreement”), by and between The MLA Amendment amends the Master Loan Agreement to permit the funding of a designated trading wallet maintained at theLender (the “Trading Wallet”) and to clarify that the Trading Wallet shall serve as collateral for both the obligations under the Master The foregoing description of the MLA Amendment does not purport to be complete and is qualified in its entirety by reference to thefull text of the MLA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein Item 9.01 Financial Statements and Exhibits. (d) Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned, hereunder duly authorized. FIRST AMENDMENT TO MASTER LOAN AGREEMENT THIS FIRST AMENDMENT (this “Amendment”) is made as of January 30, 2026 and amends that certain Master LoanAgreement dated as of December 3, 2025 (the “Master Loan Agreement”) between Payward Interactive, Inc. (“Lender”), a Floridacorporation, and Nakamoto Holdings Inc. (“Borrow