Business Context and Reporting Period
Company: Kindly MD, Inc. (Reporting as Nakamoto Inc. in metadata; legal name Kindly MD, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: September 3, 2025
Reporting Period: Event date September 4, 2025 (Minority Investment execution)
Business Context: The Company, through its wholly-owned subsidiary Nakamoto Holdings, Inc., entered into a material definitive agreement to make a minority investment in Treasury B.V., a private limited liability company under the laws of the Netherlands.
Key Financial Metrics
Investment Amount: Approximately $15.0 million (EUR 12,835,870.08).
Payment Method: USD Coin (USDC).
Transaction Structure: Purchase of 1,363,027 depositary receipts representing ordinary shares of Treasury B.V.
Price per Unit: Approximately $10.98 (EUR 9.42) per depositary receipt.
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for these standard financial metrics as this is a current report on a specific transaction, not a periodic financial statement.
Material Changes and Transaction Details
- Minority Investment: Nakamoto Holdings acquired a minority stake in Treasury B.V. via a Private Deed of Issuance.
- Reverse Listing Plan: Treasury B.V. intends to reverse list on Euronext Amsterdam N.V. through a merger with MKB Nedsense N.V. ("ListCo").
- Lock-Up Agreement: Nakamoto agreed to a 90-day lock-up period on ListCo Securities received in exchange for depositary receipts, subject to a phased release commencing on the effective date of the Reverse Listing.
- Related Party Transactions: The transaction involves affiliates of BTC, Inc. (Bitcoin Decentralized B.V. and BTC Media LLC). Key Company executives (David Bailey, Tyler Evans, Andrew Creighton) hold officer, director, or equity positions in BTC, Inc. The Audit Committee approved the transaction under the Related Person Transaction Policy.
- Governance Rights: Nakamoto received observer and consultation rights on Treasury's Anchor Investment Committee. Upon consummation of the Reverse Listing, CEO David Bailey is intended to be appointed to a strategic advisory board.
Guidance, Outlook, and Risks
Outlook: The Company anticipates the Reverse Listing of Treasury B.V. on Euronext Amsterdam N.V. following the investment.
Management Commentary: The transaction was negotiated on an arm's length basis, and the Minority Investment was not a condition to the separate agreements for the purchase of Bitcoin Decentralized B.V. or the media services agreement with BTC Media LLC.
Risks and Contingencies:
- Related Party Conflicts: Significant overlap in management and equity ownership between the Company and BTC, Inc. affiliates involved in the broader transaction.
- Lock-Up Restrictions: Liquidity of the acquired securities is restricted for 90 days post-listing.
- Regulatory Approval: The Reverse Listing and subsequent merger are contingent on regulatory and corporate approvals not yet finalized.
Investor Verification Checklist
- Verify the full text of the Private Deed (Exhibit 10.1) for specific covenants and conditions.
- Confirm the status of the Reverse Listing merger with MKB Nedsense N.V. and the purchase of Bitcoin Decentralized B.V.
- Review the Related Person Transaction Policy approval documentation regarding the involvement of BTC, Inc. affiliates.
- Monitor the 90-day lock-up period timeline for the ListCo Securities.
- Assess the impact of the $15.0 million USDC outflow on the Company's current liquidity position.