Nakamoto Inc美股招股说明书(2026-02-17版)

NAKAMOTO INC. 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 be supplemented 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 Securitiesand Exchange Commission on February 17, 2026 (the “Current Report”). Accordingly, we have attached the Current Report 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 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 Tradeable Warrants and theNon-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 aresult, we will not receive any proceeds from the sale of the common stock covered by this prospectus. All of the net proceeds from the sale of our common stock will go to the holders of the Warrants.Upon exercise of the Warrants, however, we will receive 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 the Prospectus (the “Selling Stockholders”) of 82,310 shares ofcommon stock. We will not receive any proceeds from the sale of shares of common 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 the Prospectus except to the extent that the information inthis prospectus supplement supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with,the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Terms used inthis 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.” The last reported sale price of our common stock on Nasdaq on February 17, 2026 was $0.27 pershare. Our Tradeable Warrants are quoted on the OTC Pink marketplace (“OTC”) under the symbol “NAKAW.” The last reported sale price of our Tradeable Warrants on OTC on February 17, 2026 was$1.37 per warrant. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 20 of the Prospectus and in the other documents that are incorporated by reference in theProspectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the Prospectus or determined if theProspectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is February 17, 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 Nakamoto 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) ☐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: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.☐ Item 1.01 Entry into a Material Definitive Agreement. Exercise of Nakamoto Option to Acquire BTC On February 16, 2026, Nakamoto Inc., a Delaware corporation (“Nakamoto”) exercised its call option (the “Nakamoto Option”) to acquire BTC Inc., a Delaware corporation (“BTC”), under that certainMaster Marketing Services Agreement, by and between Nakamoto Holdings, Inc., a Delaware corporation (“Nakamoto Holdings”), BTC, and the other parties thereto, dated May 12, 2025 (the “BTCMSA”), which was assigned to and assumed by Nakamoto pursuant to that certain Assignment and Assumption Agreement with Novation, dated August 14, 2025, by and between Nakamoto