SEC Form 4 · accession 0002113891-26-000003
Nakamoto Inc. · NAKA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Calli Sullivan Bailey
10% Owner
Period of report
Aug 25, 2026
Accepted (ET)
Aug 27, 2026 · 9:43 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001946573
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Aug 25, 2026 | J | 3,844 | $0.00 | D | 2,468,300 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On August 25, 2026, 3,844 shares of Common Stock of Nakamoto Inc. (the "Issuer"), previously held by the Reporting Person, were returned to Issuer to satisfy obligations pursuant to the terms of the Agreement and Plan of Merger, dated February 17, 2026, by and among the Issuer, BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer, BTC Inc., a Delaware corporation, and the stockholder representative party thereto.
- F2The total shares of Issuer Common Stock beneficially owned by the Reporting Person as reported herein reflect the application of a 40:1 reverse stock split disclosed in Issuer's Form 8-K filed on May 21, 2026. In addition, the current filing corrects for the overreporting of the Reporting Person's beneficial ownership in the Reporting Person's Form 3 filing, which included transaction shares that were not beneficially owned by the Reporting Person at that time.