Nakamoto Inc. 8-K

What Happened

• Nakamoto Inc. (NAKA) filed an 8-K reporting that its subsidiary, Nakamoto Holdings Inc., executed a restructured loan arrangement with Payward Interactive, Inc. (Kraken) on June 5, 2026. The parties replaced a prior term sheet and initially agreed to a 210,000,000 USDT fixed-term loan secured by 4,405 Bitcoin. After selling ~600 BTC and related positions, the borrower applied $45 million to repay part of the loan, reducing the principal to 165,000,000 USDT.
• Also on June 5, 2026, the borrower and Kraken entered a new June Term Sheet that supersedes the Restructured Loan Term Sheet. The June Loan (165,000,000 USDT) is secured solely by Bitcoin held in a custodian-controlled Collateral Account and matures in two tranches (60,000,000 USDT due Dec 4, 2026; 105,000,000 USDT due Jun 30, 2027). The company furnished a related press release on June 11, 2026.
• Separately, Nasdaq notified Nakamoto on June 9, 2026 that it regained compliance with the $1.00 minimum bid-price rule (satisfied for 10 consecutive business days ending June 8). On June 10, 2026 the Board approved a share repurchase program authorizing up to $25 million of buybacks through Dec 31, 2026.

Key Details

• Restructured loan amount: initially 210,000,000 USDT; after $45M partial repayment, outstanding principal = 165,000,000 USDT (June 5, 2026).
• Bitcoin collateral: 4,405 BTC originally; June Loan initially secured by 3,805.112 BTC held in Kraken’s Collateral Account. Custodian: Payward Financial, Inc.; subject to an account control agreement.
• Loan economics and terms: loan fee 7.75% p.a. if at least 2,000 BTC held in the Trading Wallet (baseline); 8.00% p.a. if below baseline. Early returns allowed with 30 days’ notice, no penalty.
• Corporate actions: Nasdaq compliance regained (notice dated June 9, 2026); Board approved up to $25M repurchase program on June 10, 2026 (expires Dec 31, 2026).

Why It Matters

• The financing changes confirm the company’s continued access to secured liquidity with Kraken while reducing outstanding principal by $45M, which may lower near-term financing obligations.
• The loan is secured solely by pledged Bitcoin held under custodian control; therefore, fluctuations in Bitcoin’s market value could require additional collateral or partial repayment and, if collateral falls below liquidation thresholds, Kraken may liquidate collateral.
• Regaining Nasdaq compliance removes a near-term listing risk, and the $25M repurchase program signals the Board’s authorization to return capital or support the share price subject to available resources and legal limits.