Nakamoto Inc.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

**Washington, D.C. 20549

Schedule 14A

**(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

**Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

Nakamoto Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

October 29, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of Nakamoto Inc., a Delaware corporation (“Nakamoto,” the “Company,” “we,” or “us”). The Annual Meeting will be held on December 17, 2026 at 9:00 am Eastern Time. The Annual Meeting will be a completely “virtual” meeting.

Please note that attendance at the Annual Meeting will be limited to stockholders of record as of October 26, 2026 (the “Record Date”) (or their authorized representatives) and guests of the Company. To attend, you will need the control number located on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. You may wish to refer to page one of this proxy statement (the “Proxy Statement”) for information about voting your proxy, including voting at the Annual Meeting, and see “How do I attend the Annual Meeting virtually?” for registration and attendance procedures. If you will be unable to attend the Annual Meeting, please complete your proxy and return it as soon as possible. If you decide later to attend the Annual Meeting, you may revoke the proxy and vote at the Annual Meeting, subject to the procedures described in the Proxy Statement.

Pursuant to rules adopted by the Securities and Exchange Commission, the Company uses the Internet as the primary means of furnishing proxy materials to stockholders. Accordingly, the Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to the Company’s stockholders. All stockholders will have the ability to access the proxy materials (including the Company’s annual report, the Proxy Statement and the form of proxy) via the Internet at www.proxydocs.com/NAKA. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice contains a control number that you will need to vote your shares. Please keep the Notice for your reference through the Annual Meeting date. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. The Company encourages stockholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of its annual meetings, while allowing the Company to provide stockholders with the information they need in a more timely manner and to lower the costs of printing and distributing the proxy materials.

Whether or not you plan to attend the Annual Meeting, please vote electronically via the Internet, or, if you requested paper copies of the proxy materials, please complete, sign, date and return the accompanying proxy card in the enclosed postage-paid envelope. See “How do I cast my vote if I am a stockholder of record entitled to vote at the Annual Meeting?” in the Proxy Statement for more details.

Sincerely,

/s/ David Bailey

David Bailey

Chief Executive Officer and Chairman of the Board

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NAKAMOTO INC.

300 10th Ave South

Nashville, TN 37203

(615) 676-8668

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 17, 2026

PLEASE PROMPTLY FILL IN, SIGN, DATE AND RETURN THE ENCLOSED PROXY, WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING.

If your shares are held in the name of a third-party brokerage firm, nominee, or other institution, only that third party may vote your shares, unless you are authorized to vote your shares at the Annual Meeting by following the procedures described under “How do I cast my vote if I am a stockholder of record entitled to vote at the Annual Meeting?” in the Proxy Statement. In that case, please promptly contact the third party responsible for your account and give instructions on how your shares should be voted.

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Important Notice of Internet Availability Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on Thursday, December 17, 2026: In accordance with rules and regulations adopted by the Securities and Exchange Commission, we have elected to furnish our proxy materials to stockholders by providing access to the materials on the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to the majority of our stockholders, while other stockholders have instead received paper copies by mail, or electronic copies by email, of the documents accessible on the Internet. It is important that your shares be represented and voted, whether or not you plan to attend the virtual annual meeting (the “Annual Meeting”). The Annual Meeting will be held in a virtual-only format, and you will not be able to attend the Annual Meeting in person. See “How do I attend the Annual Meeting virtually?” in the Proxy Statement for registration and attendance procedures. If you are the registered holder of your shares and are viewing the proxy statement on the Internet, you may grant your proxy electronically via the Internet by following the instructions in the Notice previously mailed to you and the instructions listed on the Internet site. If you are receiving a paper copy of the proxy statement, you may vote by completing and mailing the proxy card enclosed with the proxy statement, by telephone by following the instructions on the proxy card, or you may grant your proxy electronically via the Internet by following the instructions on the Notice or proxy card. If your shares are held in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should review the Notice used by that firm to determine whether and how you will be able to submit your proxy over the Internet. Submitting a proxy over the Internet, by telephone, or by mailing a proxy card will ensure your shares are represented at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting during ordinary business hours at our principal place of business at 300 10th Ave South, Nashville, TN 37203, or on a reasonably accessible electronic network as provided by the Company. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders of record at the Annual Meeting through the meeting portal.

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TABLE OF CONTENTS

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**NAKAMOTO INC.

300 10th Ave South

Nashville, TN 37203

(615) 676-8668