nakamoto.com<\/a>.<\/p>\nForward Looking Statements<\/b><\/p>\n
\nAll statements, other than statements of historical fact, included in this press release that address activities, events or developments that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws, related to Nakamoto. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross\u2212selling opportunities, operational plans, market expansion, the long\u2212term strategic impact or anticipated effects of the Transaction, financial projections of BTC Inc and\/or UTXO, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto\u2019s anticipated holding of Bitcoin as part of its corporate treasury. Such forward-looking statements are inherently uncertain and involve numerous assumptions and risks.<\/p>\n
\nForward-looking terms used may include, but are not limited to, \u201cestimate,\u201d \u201cproject,\u201d \u201cpredict,\u201d \u201cbelieve,\u201d \u201cexpect,\u201d \u201canticipate,\u201d \u201cpotential,\u201d \u201ccreate,\u201d \u201cintend,\u201d \u201ccould,\u201d \u201cwould,\u201d \u201cmay,\u201d \u201cplan,\u201d \u201cwill,\u201d \u201cguidance,\u201d \u201clook,\u201d \u201cgoal,\u201d \u201cfuture,\u201d \u201cbuild,\u201d \u201cfocus,\u201d \u201ccontinue,\u201d \u201cstrive,\u201d \u201callow,\u201d \u201cseek,\u201d \u201csee,\u201d \u201caim,\u201d \u201ctarget,\u201d or the negative of such terms or other variations thereof and words and terms of similar substance used in connection with any discussion of future plans, actions, or events identify forward-looking statements and similar expressions. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements include, but are not limited to, descriptions of Nakamoto and its operations, subsidiaries, strategies and plans, expectations regarding anticipated synergies, cross\u2212selling opportunities, operational plans, market expansion, the long\u2212term strategic impact or anticipated effects of the Transaction, financial projections of BTC Inc and\/or UTXO, the timing of closing of the Transaction, Bitcoin-related strategies, and Bitcoin treasury management activities. These statements may also relate to broader macroeconomic trends, industry developments, technology adoption, competitive positioning, market expansion, product launches, research and development efforts, acquisitions or dispositions, legal or regulatory developments, and other initiatives that could affect our future business performance. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. Factors that could cause actual results to differ include, but are not limited to, the following: the acquisition of BTC Inc or UTXO may not provide the benefits we anticipate receiving due to any number of factors, including the inability of BTC Inc or UTXO to maintain current level of earnings or to continue to grow its sales to new and existing customers; our inability to successfully cross-sell business between our existing customers and BTC Inc\u2019s or UTXO\u2019s existing products or services, or expand products or services to new customers; the effect of the Transaction on our business relationships, performance, and business generally; and we may encounter difficulties with integration or unanticipated costs related to the Transaction; Bitcoin market volatility; and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond Nakamoto\u2019s control, including those detailed in Nakamoto\u2019s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and such other documents of Nakamoto that are filed, or will filed, with the SEC that are or will be available on Nakamoto\u2019s website at www.nakamoto.com<\/a> and on the website of the SEC at www.sec.gov<\/a>. All forward-looking statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation of any proxy or vote. Past performance is not indicative of future results.<\/p>\nNon-GAAP Financial Measures<\/b><\/p>\n
\nThis press release contains the following non-GAAP financial measures consisting of EBITDA and fully diluted shares. We define EBITDA as Earnings Before Interest, Taxes, Depreciation, and Amortization (\u201cEBITDA<\/i><\/b>\u201d) and we define fully diluted shares as common shares outstanding and all options, warrants, hold back shares for the Transaction and restricted stock units (\u201cFully Diluted Shares<\/b>\u201d). Non-GAAP financial measures are financial measures that are derived from consolidated financial statements, but that are not presented in accordance with generally accepted accounting principles in the United States (\u201cGAAP<\/i><\/b>\u201d). Non-GAAP financial measures are subject to material limitations as they are not measurements prepared in accordance with GAAP, and are not a substitute for such measurements. Nakamoto uses these non-GAAP financial measures and other key metrics internally to facilitate analysis of its financial and business trends and for internal planning and forecasting purposes. Nakamoto believes these non-GAAP financial measures, when taken collectively, may be helpful to investors because they provide consistency and comparability with past financial performance by excluding certain items that may not be indicative of its business, results of operations, or outlook. However, non-GAAP financial measures have limitations as an analytical tool and are presented for supplemental informational purposes only. They should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. In particular, other companies, including companies in Nakamoto\u2019s industry, may report EBITDA and Fully Diluted Shares, or similarly titled measures but calculate them differently, which reduces their usefulness as comparative measures.<\/p>\n
Reconciliation of Net Income to EBITDA<\/i><\/p>\n
\nThe following table presents a reconciliation of non-GAAP EBITDA to GAAP Net Income, the most directly comparable GAAP measure, based on preliminary unaudited financial results for BTC Inc and UTXO for the 12-month period ended September 30, 2025:<\/p>\n