Legal Notice
Disclaimer
The content available on this website is provided for general informational purposes only. It should not be interpreted as an offer, solicitation, or recommendation to purchase or sell any securities or to engage in any financial transaction involving any entity.
No express or implied warranties are made regarding the accuracy, completeness, or reliability of the information presented. Any decisions made based on this content are done so at the user’s own risk. Nakamoto Holdings Inc., a Delaware corporation (“Nakamoto”) disclaims all responsibility for any losses or damages—whether direct or indirect—arising from the use of or reliance on material presented on this website or any external sites linked from it. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor other regulatory authority in the United States, or any other country or jurisdiction has in any way passed upon this information and no representation or warranty is made by Nakamoto to that effect. Printed copies of public disclosure documents may be obtained directly from Nakamoto.
Forward-Looking Information Cautionary Statement
This website may include forward-looking statements, as defined under U.S. federal securities laws, related to the proposed business combination between Nakamoto and Kindly MD, Inc. (“Kindly MD”), as detailed in the Form 8-K dated May 12, 2025, and in other filings Kindly makes with the SEC. These statements—covering matters such as expectations, plans, strategic outlooks, financial projections, market conditions, regulatory environments, and Nakamoto’s future initiatives around Bitcoin-based financial solutions—are inherently uncertain and involve numerous assumptions and risks.
Forward-looking terms used may include, but are not limited to, “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “potential,” “create,” “intend,” “could,” “would,” “may,” “plan,” “will,” “guidance,” “look,” “goal,” “future,” “build,” “focus,” “continue,” “strive,” “allow” 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, statements regarding the proposed merger between Nakamoto and Kindly (the “Merger”), the fully committed $510 million private placement in public equity (“PIPE Financing”) and the $200 million in gross proceeds from the sale of senior secured convertible notes of KindlyMD that mature in 2028 (the “Debt Financing” and collectively, the “Transactions”), the expected closing of the proposed Transactions and the timing thereof and as adjusted descriptions of the post-transaction company and its operations, strategies and plans, integration, debt levels and leverage ratio, capital expenditures, cash flows and anticipated uses thereof, synergies, opportunities and anticipated future performance, including the management team and board of directors of the combined company and expected use of proceeds from the Transactions, and any post-closing transactions contemplated between the combined company and BTC Inc (and/or UTXO Management, LLC and UTXO Management GP, LLC). Information adjusted for the proposed Transactions should not be considered a forecast of future results. 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. These include the risk that cost savings, synergies and growth from the proposed transaction may not be fully realized or may take longer to realize than expected; the risk that a condition to closing of the Transactions may not be satisfied, that either party may terminate the merger agreement, the subscription agreements or the convertible debt purchase agreement or that the closing of the Transactions might be delayed or not occur at all; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the Transactions; the risk that the parties do not receive regulatory approval of the Transactions; the occurrence of any other event, change, or other circumstances that could give rise to the termination of the merger agreement relating to the Transactions; the risk that changes in KindlyMD’s capital structure and governance could have adverse effects on the market value of its securities; the ability of KindlyMD and Nakamoto to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on KindlyMD and Nakamoto’s operating results and business generally; the risk the Transactions could distract management from ongoing business operations or cause KindlyMD and/or Nakamoto to incur substantial costs; the risk that KindlyMD may be unable to reduce expenses or access financing or liquidity; the impact of any related economic downturn; the risk of changes in governmental regulations or enforcement practices; 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 KindlyMD’s and Nakamoto’s control, including those detailed in KindlyMD’s Annual Reports on Form 10-K, Quarterly Reports on Form 10- Q, Current Reports on Form 8-K, and such other documents of KindlyMD filed, or to be filed, with the SEC that are or will be available on KindlyMD’s website at www.kindlymd.com and on the website of the SEC at www.sec.gov. All forward-looking statements are based on assumptions that KindlyMD and Nakamoto believe 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 neither KindlyMD or Nakamoto undertakes 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, Kindly MD, or any other party, nor does it constitute a solicitation of any proxy or vote.
Limitation of Liability
Nakamoto shall not be held liable for any claims, costs, damages (including direct, indirect, consequential, or special), lost profits, or data loss resulting from your use of or reliance on information found on this website. This includes damages related to outdated or inaccurate content, third-party websites linked herein, or any harmful software, including viruses or other destructive programs, encountered in connection with this website—even if Nakamoto was made aware of such risks, and recommends that you install appropriate anti-virus or other protective software.
Technical and Security Risks
Users acknowledge that internet-based communication and data transmission are inherently vulnerable to interruptions, inaccuracies, and malicious software. Nakamoto implements reasonable security measures to protect your information from unauthorized access, disclosure, or destruction. However, no method of transmission over the Internet or electronic storage is completely secure, and we cannot guarantee absolute security. Nakamoto is not responsible for any resulting harm and advises all users to employ up-to-date security software when accessing this website.
Terms of Use
By accessing or using this website, you agree to be bound by these Terms of Use (“Terms”). If you do not agree to these Terms, please do not use the website. You may use the website for lawful purposes only. You agree not to use the website in any way that may damage, disable, overburden, or impair the website or interfere with any other party’s use of the website.
Intellectual Property
All content on the website, including text, graphics, logos, and images, is the property of the Nakamoto or its licensors and is protected by applicable intellectual property laws. You may not reproduce, distribute, or create derivative works from any content without express written permission.
No Investment or Financial Advice
The information provided on this website is for informational purposes only and does not constitute investment, financial, legal, or other professional advice. You should consult with a qualified professional before making any investment or financial decisions. Nakamoto does not endorse or recommend any specific investment, product, or service.
No Offer or Solicitation
Nothing on this website constitutes an offer, solicitation, or recommendation to buy or sell any securities, cryptocurrencies, or other financial instruments.
Limitation of Liability
To the fullest extent permitted by law, Nakamoto and its affiliates, officers, employees, agents, and licensors disclaim all liability for any direct, indirect, incidental, consequential, or punitive damages arising out of or related to your use of, or inability to use, the website or any information provided. The website is provided “as is” and “as available,” without warranties of any kind, either express or implied.
Indemnification
You agree to indemnify, defend, and hold harmless Nakamoto and its affiliates from and against any claims, liabilities, damages, losses, or expenses arising out of your use of the website or violation of these Terms.
Governing Law
These Terms are governed by the laws of the Delaware, without regard to its conflict of law principles.