Business Context and Reporting Period
Company: Nakamoto Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: June 17, 2026
Reporting Period: Event-based report regarding changes in the registrant's certifying accountant.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on corporate governance and audit firm changes.
Material Changes
- Dismissal of Auditor: On June 17, 2026, the Audit Committee dismissed Sadler, Gibb & Associates, LLC ("Sadler") as the independent registered public accounting firm.
- Appointment of New Auditor: On June 17, 2026, the Audit Committee appointed Wolf & Company, P.C. ("Wolf") as the new independent registered public accounting firm for the fiscal year ending December 31, 2026, and related interim periods.
- Reason for Change: The filing notes a material weakness relating to internal control over financial reporting previously disclosed in the Company's 2025 Form 10-K. No other disagreements or reportable events were cited regarding Sadler.
Guidance, Outlook, and Risks
Management Commentary: The Audit Committee confirmed that Sadler's reports for the fiscal years ended December 31, 2025, and 2024, did not contain adverse opinions, disclaimers, or qualifications regarding uncertainty, audit scope, or accounting principles.
Risks and Contingencies: The primary risk factor highlighted is the previously disclosed material weakness in internal controls over financial reporting. The Company has authorized Sadler to respond to inquiries from Wolf regarding this matter.
Unusual Items: The filing indicates the Company is an emerging growth company.
Investor Verification Checklist
- Verify the specific nature of the material weakness in internal controls disclosed in the 2025 Form 10-K.
- Review the letter from Sadler, Gibb & Associates, LLC (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the transition plan and remediation efforts regarding the internal control weakness under the new auditor, Wolf & Company, P.C.
- Confirm the status of the tradeable warrants (NAKAW) trading on the OTC Pink Market.