Kindly MD to merge with Nakamoto Holdings, issue 22.3M shares; also secures $510M PIPE and $200M debenture

Nakamoto Inc.

Merger consideration: 22.3M Kindly shares at $1.12/share (~$25M); Nakamoto stockholders receive Kindly common.
PIPE Financing: $510M from subscribers at $1.12/share; proceeds for Bitcoin purchase and working capital.
Debt Financing: $200M secured convertible debenture from Yorkville; 0% interest for 2 yrs, then 6%; convertible at $2.80.
Lock-up agreements for directors, officers, certain shareholders; termination fee of $2.5M for either party.
Closing conditions include stockholder approvals, Nasdaq listing, S-3 effectiveness; target close Nov 14, 2025.

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