SCHEDULE: Nakamoto CEO Bailey Discloses 17.33% Stake Post-Mergers

David Bailey, Chairman and CEO of Nakamoto Inc., has disclosed a beneficial ownership of 17.33% of the company's common stock following a series of merger agreements.

Summary

• David Bailey, Chairman and Chief Executive Officer of Nakamoto Inc., beneficially owns 119,361,200 shares of the company's Common Stock.
• This ownership represents 17.33% of the 688,942,624 shares of Common Stock outstanding as of February 26, 2026.
• The shares were acquired through several transactions, including the Nakamoto Merger Agreement (11,160,572 shares), the BTC Consulting Agreement (751,879 restricted stock units), the UTXO Merger Agreement (11,916,837 shares), and the BTC Merger Agreement (96,283,791 shares).
• Bailey states that the securities were acquired for investment purposes only and are held as a long-term investment.
• He retains the right to continuously review his investment, potentially acquiring additional securities or disposing of existing ones, including for tax withholding obligations, and reserves the right to change his intentions.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this filing positively as it demonstrates significant insider ownership and long-term investment intent by the CEO, aligning management's interests with shareholders, despite the inherent liquidity restrictions from lock-up agreements.

Positives

• Significant insider ownership (17.33%) by the Chairman and CEO, David Bailey, demonstrates strong alignment of management interests with shareholder value.
• Bailey's stated intention to hold the securities for long-term investment indicates confidence in the company's future.

Negatives

• Lock-up agreements restrict the immediate liquidity of a substantial portion of Bailey's shares, potentially limiting his flexibility.

Risks

• Future disposition of a large block of shares by a significant insider, such as David Bailey, could exert downward pressure on the stock price.
• The expiration of lock-up agreements could lead to increased selling pressure as shares become freely tradable.
• Bailey may sell shares to cover tax withholding obligations, which could result in a reduction of his beneficial ownership.

Future Outlook

David Bailey intends to continuously review his investment in Nakamoto Inc. and may, in the future, acquire additional securities or dispose of existing ones, including for tax withholding obligations. He explicitly reserves the right to change his intentions regarding these matters.

Management Comments

• "Acquired all of the securities for investment purposes only and is holding them as a long-term investment."
• "Intends to continuously review his investment in the Issuer and may in the future determine to acquire additional securities of the Issuer or dispose of the securities of the Issuer owned by him or take any other available course of action, including surrendering or selling shares back to the Issuer for tax withholding obligations."
• "Specifically reserves the right to change his intention with respect to any or all of such matters."

Industry Context

StockSavvy.ai notes that the company name "Nakamoto Inc." and the involvement of "BTC Consulting" strongly suggest a focus on the cryptocurrency or blockchain industry. A significant insider stake of 17.33% by the CEO post-mergers is a common occurrence in growth-oriented sectors, particularly those undergoing consolidation, and indicates strong alignment of management interests with shareholder value, assuming the underlying mergers are strategic.

Comparison to Industry Standards

• A 17.33% beneficial ownership by a CEO is a substantial stake, often seen as a positive indicator of management's commitment, aligning their personal wealth with the company's performance. This level of insider ownership is higher than the average for CEOs in many established industries, where stakes often range from 1-5%, but can be more common in founder-led or rapidly consolidating tech/crypto companies.
• The lock-up agreements, with staggered release over 6 and 12 months, are standard practice in merger transactions to prevent immediate market saturation and provide stability post-acquisition, comparable to lock-up periods seen in IPOs or SPAC mergers for founders and early investors.
• The inclusion of demand and piggyback registration rights is also a standard provision for significant shareholders in merger agreements, allowing for future liquidity options, similar to those granted to large institutional investors or founders in companies like Coinbase (COIN) or MicroStrategy (MSTR) in the crypto space.

Corporate Governance

Related Party Transactions

• The BTC Consulting Agreement, dated August 14, 2025, between Nakamoto Inc. and BTC Consulting, LLC (an entity controlled by David Bailey), under which David Bailey serves as CEO and received 751,879 restricted stock units.

Stakeholder Impact

• Shareholders: Increased confidence due to significant insider ownership and long-term investment intent by the CEO. Potential for future share sales upon lock-up expiration could create selling pressure. Registration rights provide a pathway for large shareholders to monetize their holdings.
• Management/Employees: David Bailey's substantial stake aligns his interests with the company's performance.

Next Steps

• Continuous review of investment by David Bailey in Nakamoto Inc.
• Potential future acquisition or disposition of Nakamoto Inc. securities by David Bailey.
• Expiration of lock-up periods for shares acquired through the Nakamoto Merger (90 and 180 days from May 12, 2025).
• Expiration of lock-up periods for shares acquired through the UTXO and BTC Mergers (6 and 12 months from February 16, 2026).
• Potential exercise of demand or piggyback registration rights by David Bailey.

Key Dates

Recommendation

The filing indicates strong insider alignment with the company's future through a significant ownership stake by the CEO, which is generally a positive signal. However, it is primarily a disclosure of past transactions and future intentions, not new operational or financial performance data. The lock-up agreements provide near-term stability, but their eventual expiration could introduce selling pressure. Without additional operational or financial updates, a "hold" recommendation is appropriate, awaiting further performance indicators.

Keywords

Nakamoto Inc, David Bailey, Schedule 13D, beneficial ownership, insider ownership, merger, acquisition, common stock, CEO, corporate governance, lock-up agreement, registration rights