Business Context and Reporting Period
Company: Kindly MD, Inc. (Ticker: NAKA, Warrants: NAKAW)
Filing Type: Form 8-K (Current Report)
Date of Report: October 6, 2025
Reporting Entity: Naka SPV 2, LLC, a wholly owned subsidiary of Kindly MD, Inc.
Context: The filing discloses the entry into a material loan agreement and a potential future capital raise.
Key Financial Metrics and Obligations
- New Debt Facility: Master Loan Agreement with Antalpha Digital Pte. Ltd. for an aggregate principal of 206,000,000 USDT.
- Interest Rate: 7.0% per annum.
- Tranche Structure: First tranche up to 150,000,000 USDT; total facility to be advanced over up to five days.
- Maturity: 30 days from the initial tranche extension, with an option to extend for an additional 30 days.
- Collateral: Secured solely by Bitcoin or other agreed-upon digital assets.
- Prepayment: Not permitted during the initial 30-day period; permitted without penalty during the optional extension period.
- Use of Proceeds: Refinancing existing obligations under a September 30, 2025, Master Loan Agreement with Two Prime Lending Limited and covering transaction costs.
Material Changes and Potential Transactions
The primary material change is the refinancing of existing debt through the Antalpha Loan Agreement. Additionally, on October 7, 2025, the Company announced a non-binding agreement regarding indicative terms for a potential issuance of up to $250,000,000 in secured convertible notes. This potential issuance is subject to the negotiation and agreement of definitive documentation and is not yet a binding obligation.
Guidance, Risks, and Contingencies
- Collateral Risk: The loan is secured by digital assets, subjecting the Company to loan-to-value requirements and volatility risks associated with Bitcoin and other digital assets.
- Covenants: The agreement includes customary affirmative and negative covenants, representations, warranties, and events of default.
- Contingency: The potential $250 million convertible note issuance is non-binding and contingent on finalizing definitive documentation.
- Financial Metrics: The filing text does not provide specific values for revenue, profit, cash flow, margins, or overall liquidity positions outside of the specific debt terms described.
Investor Verification Checklist
- Verify the current market value of the Bitcoin/digital assets pledged as collateral against the 206,000,000 USDT loan principal to assess loan-to-value ratios.
- Confirm the status of the refinancing of the September 30, 2025, loan with Two Prime Lending Limited.
- Monitor progress on the definitive documentation for the potential $250 million secured convertible note issuance.
- Review the full text of the Loan Agreement (Exhibit 10.1) for specific details on negative covenants and events of default.
- Assess the Company's ability to service the 7.0% interest rate and principal repayment within the 30-60 day window.