Nakamoto Inc. · NASDAQ:NAKA
Nakamoto — Kindly MD — Merger or Acquisition (May 2025)
29 slides from Nakamoto's merger presentation, May 12, 2025
Slide 1: Investor Presentation May 2025
Highly Confidential Nasdaq: KDLY Investor Presentation May 2025
Slide 2: Cautionary Statement Forward-Looking Statements
Highly Confidential CAUTIONARY STATEMENT FORWARD - LOOKING STATEMENTS All statements, other than statements of historical fact, included in this presentation that address activities, events or de vel opments that Kindly MD, Inc. (“Kindly”) or Nakamoto. (“Nakamoto”) expects, believes or anticipates w
Slide 3: KindlyMD and Nakamoto Are Merging
Highly Confidential Are Merging NAKAMOTO
Slide 4: Merger Overview
Highly Confidential MERGER OVERVIEW MERGER STRUCTURE • Kindly MD, Inc. (NASDAQ: KDLY, “Kindly”) has signed a merger agreement to combine with Nakamoto. (“Nakamoto”) to acquire 100% of the equity of Nakamoto in exchange for equity in Kindly (the “Merger”). • Nakamoto shareholders will own approximate
Slide 5: Transaction Summary: Pro Forma Economic Ownership
Highly Confidential Pro Forma Economic Ownership TRANSACTION SUMMARY Capital Raise Overview 1 2 3 4 % Own. Shares (M) 1.1% 6.0 KDLY Shareholders (2) 3.9% 22.3 Nakamoto Shareholders 2.5% 14.4 Other Shares (3) 80.0% 455.4 PIPE Shares/Warrants ($510M) (4) 12.5% 71.4 Convert Investor ($200M as converted
Slide 6: Convertible Note Term Sheet
Highly Confidential CONVERTIBLE NOTE TERM SHEET 6 Note: Final terms will be reflected in the definitive documents and certain conditions are required to close. General Terms • Kindly MD, Inc. (to be renamed at or before the closing of the Merger) | Nasdaq: KDLY Issuer • At the closing of the Merger
Slide 7: Who Is Nakamoto?
Highly Confidential WHO IS NAKAMOTO? David Bailey Founder & CEO Since 2013, a Bitcoin industry leader and evangelist, recently led Bitcoin and crypto initiatives for the Trump 2024 campaign, leveraging his experience and network to shape the Administration’s Bitcoin vision Tyler Evans Co - Founder &
Slide 8: We Are Nakamoto
Highly Confidential WE ARE NAKAMOTO Everyone believes once we explain it… David Bailey CEO When I started Bitcoin Media in 2013 I knew I had to tell people about Bitcoin and get them to use it. The journey to today, and telling the most powerful man on earth about Bitcoin, and getting him to support
Slide 9: Why Nakamoto?
Highly Confidential WHY NAKAMOTO? Tim Pickett CEO of KindlyMD In building KindlyMD, we set out to disrupt the healthcare system by putting patients first. Through integrated care coordination, innovative data strategies, and a commitment to those left behind by traditional medicine, we've built KDLY
Slide 10: Strategy Showed the Potential
Highly Confidential Strategy Showed the Potential 10 Stock performance since August 10, 2020, when MircroStrategy adopted its Bitcoin strategy Outperformance Since Adoption of Bitcoin Strategy Key Assets and Indices Big Tech Stocks Enterprise Software Stocks 2,883% 701% 64% 58% 64% 14% (5%) 119% 88%
Slide 11: Marketplace
Highly Confidential MARKETPLACE 11 Gold $16T Art $18T $6T Equities $115T Real Estate $330T Bonds $300T Money $120T Total Global Asset Value: $900T+ Cars & Collectibles Bitcoin: ~$2T We are in the 1st Inning Source: Bloomberg, FactSet, Companiesmarketcap.com/gold/marketcap
Slide 12: Increasing Number of Pubcos Hold BTC
Highly Confidential $52.0 $4.5 $1.8 $1.1 $1.0 $0.9 $0.8 $0.3 $0.3 $8.9 Others # of BTC 94,603 3,303 3,605 8,485 9,480 10,273 11,869 19,223 47,600 553,555 INCREASING NUMBER OF PUBCO’S HOLD BTC BTC Value (at $94K/BTC) Broadening Trend of Public Companies Embracing Bitcoin in Their Treasuries Examples:
Slide 13: The Bitcoin Arms Race Is Starting
Highly Confidential THE BITCOIN ARMS RACE IS STARTING Governments Worldwide Embracing Bitcoin Initiatives “Bitcoin is about bringing resources back into the communities that need it most and giving all Americans a chance ” > Rep. Tim Scott (R - S.C.) “Not only did the opposition err resoundingly wit
Slide 14: Highly Confidential Highly Confidential
Highly Confidential Highly Confidential
Slide 15: BTC Inc
Highly Confidential BTC INC INVESTMENT 4 • UTXO Venture Fund: Seeding the industry by investing in the best new ideas in the Bitcoin universe • 210K Hedge Fund: Discretionary liquid strategy in the Bitcoin ecosystem across equities, derivatives, and Bitcoin - native assets • UTXO Treasury: Specializ
Slide 16: BTC Inc by the Numbers
Highly Confidential 16 BTC INC BY THE NUMBERS 2024 Highlights $39M $67M 20.6% 24.0% 2024A 2025E FINANCIAL HIGHTLIGHTS Revenue Adj. EBITDA Margin 500+ Sponsors and Advertisers in ‘24 131% Revenue Growth in ’24 10B+ Media Impressions in ‘24 4M+ Current Social Followers $150M (4) AUM for UTXO 180% ‘24
Slide 17: BTC Inc – 2024 Highlights
Highly Confidential BTC INC – 2024 HIGHLIGHTS • President Donald J Trump pictured at our 2024 conference announcing his Pro Bitcoin stance • The administration announced a Strategic Bitcoin Reserve in March 25 • The administration’s support of Bitcoin gives BTC Inc. the opportunity to shape the futu
Slide 18: Nakamoto
Highly Confidential NAKAMOTO Highly Confidential
Slide 19: Nakamoto: The Next Generation Digital Industrialist
Highly Confidential NAKAMOTO THE NEXT GENERATION DIGITAL INDUSTRIALIST Highly Confidential Medici Rothschild JP Morgan Goldman Nakamoto
Slide 20: Nakamoto Started with a Question: What Would Happen If?
Highly Confidential 20 NAKAMOTO STARTED WITH A QUESTION What Would Happen If? Bitcoin Treasury Strategy Playbook The aim is to accumulate Bitcoin as a held reserve asset and provide positive “Bitcoin Yield“. “Bitcoin Yield” is achieved by in creasing Bitcoin owned on a per share basis, aiming to del
Slide 21: Japan: Metaplanet
Highly Confidential 0M 30M 60M 90M 120M 150M $0.00 $1.00 $2.00 $3.00 $4.00 $5.00 Apr-24 Jun-24 Aug-24 Nov-24 Jan-25 Apr-25 Volume (millions) Price JAPAN: METAPLANET Share Price Volume 310% Q4 2024 BTC Yield (3) ~2,475% Market Cap Growth since BTC Adoption (TYO: 3350.T) (2) 5,000 BTC on the Balance S
Slide 22: Hong Kong: HK Asia Holdings
Highly Confidential 0M 7M 14M 21M 28M 35M 42M 49M 56M 63M 70M 77M 84M 91M 98M $0.00 $0.30 $0.60 $0.90 $1.20 $1.50 Dec-24 Jan-25 Feb-25 Mar-25 Apr-25 Volume (millions) Price Source: FactSet | Market Data as of 4/29/2025 and Publicly Available Information (1) UTXO holds an investment in HK Asia Holdin
Slide 23: Targeting Key Public Markets
Highly Confidential 23 TARGETING KEY PUBLIC MARKETS Japan, Hong Kong, India, Canada, Abu Dhabi, Brazil, UK, Korea, USA, and Many More 1 NYSE 2 Nasdaq Rank 11 TMX Group 25 Bolsa Mexicana de Valores B3 - Brazil Stock Exchange & OTC Market 20 19 Johannesburg Stock Exchange 10 21 14 Abu Dhabi Securities
Slide 24: Deals in Play
Highly Confidential 24 DEALS IN PLAY BTC Outperformance Bitcoin Media Deal BTC Return Performance Investment Date Market Company UTXO DEALS 2,117 % Integrated Media Deal 3 5 % 2,153 % 04/24 Metaplanet 9 10 % Integrated Media Deal 1% 9 11 % 01/25 HK.1723 411 % N/A 6 4 % 4 75 % 02/24 MSTR 1 3 7% Inves
Slide 25: The BTC Flywheel
Highly Confidential • Growing the Bitcoin audience - billions of global interactions across media • Educating the Bitcoin community • Highlighting & partnering with Bitcoin companies • Trusted, authentic, “ of the culture ” • DTC - building retail shareholder base • Building treasury BUM - Bitcoiner
Slide 26: The Nakamoto Vision
Highly Confidential THE NAKAMOTO VISION 26 Medici Rothschild JP Morgan Goldman Nakamoto The Bitcoin Company for The Next Billion Bitcoiners Establish Bitcoin Native Holding Company. Build Culture, Build Market, Build Audience, Build Treasury in Global Capital Markets. Holding Company Regional Subsid
Slide 27: The Nakamoto Ecosystem
Highly Confidential Work the Treasury, Support the Infrastructure, Build the Ecosystem THE NAKAMOTO ECOSYSTEM Main Treasury 27 Nakamoto’s network has unparalleled expertise across the industry. As Bitcoin and Bitcoin adjacent business grows to a $100T+ industry. Nakamoto will capture an outsize % of
Slide 28: The Nakamoto Difference
Highly Confidential THE NAKAMOTO DIFFERENCE 28 NAKAMOTO How & Why Invest in Bitcoin Through Nakamoto vs. Other Avenues? NAKAMOTO Publicly Traded Vehicle - Maxi Strategy Publicly Traded Vehicle - Hedge Strategy ETF Exchange Self Custody x Business mission is “HyperBitcoinization” x Business focus is
Slide 29: Risk Factors
Highly Confidential RISK FACTORS Certain factors may have a material adverse effect on the business, financial condition and results of operations of the Part ies and your proposed investment in Kindly in connection with a potential Merger and related Transactions. The risks and uncertainties des cr