The comparison this series uses is fully diluted BPS against CEBE. FD BPS divides total Bitcoin by every share that could ever exist, counting options, restricted stock units, prefunded warrants, acquisition holdbacks, and tradeable warrants. It is the most dilution-conservative version of Bitcoin per share, and it is the number sophisticated analysts reach for, because it does not flatter a company by ignoring its option overhang.

FD BPS has one blind spot that no version of it can fix. It treats every Bitcoin on the balance sheet as belonging to common equity. It does not net senior claims, because BPS by construction never does.

Nakamoto shows that blind spot more starkly than any other company in the series, because its entire senior claim is a single instrument. One secured term loan of $210 million from Kraken, an 8% annual fee, a hard maturity on December 4, 2026, and the contractual right for the lender to seize the Bitcoin collateral without prior notice if coverage falls below threshold. No preferred stock, no convertible notes. The full gap between what FD BPS reports and what common shareholders own is that one loan.

At $72,000 normalization, FD BPS reports 22,677 sats per share. CEBE, after netting the loan against the reserve, reports 14,000 sats. Since FD BPS already counts maximum dilution, that gap is not the option pool. It is the loan. The senior claims % measures it directly and independently of any share count. The loan claims 47.9% of the Bitcoin reserve, leaving common equity 52.1%.

This is where Nakamoto earns its place in the series. CEBE can distinguish a secured loan from a perpetual preferred from a convertible note, because it nets all three and shows what each leaves behind. FD BPS cannot. It counts every Bitcoin and nets none, so it treats a senior claim and the absence of one as the same thing. To argue that instruments differ in risk, you first need a metric that sees them at all.

The Story in Two Movements

From inception through November 2025, Nakamoto accumulated 5,398 Bitcoin. Since then the treasury has moved one direction, and it is not up. The company appears to have sold an estimated 56 Bitcoin in Q4 2025, inferred from the snapshot change, and sold another 284 in Q1 2026, at an average of $70,422 per coin, roughly 40% below its average cost basis of $118,204. A derivatives program contributed a net 3 Bitcoin over the same window. The March 31 balance is 5,061. Nakamoto is the only company on this tracker that has reduced its Bitcoin position over the period under review.

The single sharpest figure in this piece is verified at both ends from primary filings. Fully diluted BPS fell from 40,617 sats per share at the Q4 2025 close to 22,677 sats at the Q1 2026 close, a 44.2% decline in one quarter. CEBE over the same quarter fell from 21,480 to 14,000 sats, a 34.8% decline. The driver was the BTC Inc and UTXO acquisition, which closed February 20 and was financed entirely in newly issued stock that added zero Bitcoin to the treasury. FD BPS fell harder than CEBE because the acquisition brought a large option and holdback pool into the fully diluted count, on top of the common shares issued.

Both measures of per-share Bitcoin exposure dropped by a third or more in ninety days, with no Bitcoin added and coins sold. It is the rare case where finishing the math and not finishing it point the same way. What differs is the magnitude, and the magnitude traces to the loan.

Who They Are

Nakamoto is a public company assembled from a shell, a treasury vehicle, and two private businesses owned by its chief executive.

KindlyMD was a Nasdaq-listed operator of healthcare clinics in Utah. It provided the exchange listing and the shelf registration. Nakamoto Holdings, a Bitcoin treasury vehicle founded by David Bailey, merged into it in August 2025, backed by $710 million in PIPE financing priced at $1.12 per share and $200 million in convertible notes. The combined company became Nakamoto Inc. In February 2026, Nakamoto acquired BTC Inc, which publishes Bitcoin Magazine and operates the Bitcoin Conference, and UTXO Management, a Bitcoin-focused asset manager. Bailey founded and controlled both. The healthcare clinics are being wound down by the end of Q2 2026.

The acquisition was financed in newly issued Nakamoto stock at a contractual price of $1.12 per share, set in the original Marketing Services Agreement when the stock traded above $15. By the closing date in February 2026, the stock had fallen to $0.248. The contract price was roughly 4.5 times the market price on the day the shares were delivered. Whatever the accounting treatment, 286 million pre-split shares entered the float in exchange for zero Bitcoin, and the fully diluted count grew further still through the option and holdback pool that came with the deal.

David Bailey is Chairman and CEO. As of the April 2026 proxy his beneficial ownership stood at approximately 17.3% of outstanding common stock, and he disclosed additional open-market purchases on May 28, 2026. Tyler Evans is Chief Investment Officer and joined the board on May 22, 2026. The management team is building a Bitcoin treasury, a media business, an asset manager, and a derivatives program simultaneously, against a secured loan that matures in roughly six months. How they resolve that maturity is the question that determines CEBE trajectory from here.

The Structure: One Loan, Four Mechanisms

Every company on the tracker has one structural feature that most affects common equity and that the market is most likely mispricing. For Nakamoto it is the Kraken loan, and it carries mechanisms that a convertible or a perpetual preferred would not.

The Maturity

On December 3, 2025, Nakamoto signed a Master Loan Agreement with Payward Financial, the affiliate operating Kraken. Principal of $210 million in USDT, an 8% annual fee, maturity December 4, 2026. Unlike perpetual preferred, which never comes due, and unlike a convertible that can extinguish itself by converting into equity, this loan has to be repaid, refinanced, or defaulted on a fixed date. It is a calendar event, not a contingent risk.

The Collateral and the Seizure Clause

The loan required a minimum of $323.4 million in Bitcoin collateral at origination, an initial loan-to-value ratio near 65%. The FY2025 10-K describes the remedy on a coverage shortfall: Kraken may require additional Bitcoin, demand partial repayment, or declare default and liquidate some or all of the collateral without prior notice. Those last three words are the structural distinction. Neither a perpetual preferred holder nor a convertible holder can touch the underlying Bitcoin, but a secured lender with this clause can take it, and take it before the company has a chance to respond. As of March 23, 2026, 4,405 of Nakamoto's 5,061 Bitcoin are pledged to Kraken, 87% of the entire stack. The remaining 653 coins are unencumbered.

The maintenance mechanism is not theoretical. On February 5, 2026, with Bitcoin trading in the upper $80,000 range, Nakamoto pledged 688 additional Bitcoin to satisfy collateral maintenance requirements, bringing the pledged total to 4,405 from 3,717. The clause has been triggered once already. The specific maintenance ratio is not disclosed in any filing, so the exact price at which it triggers again cannot be stated as fact. What can be stated is the coverage arithmetic at any price, and that is in Scenario 2.

The Shared Collateral Pool

On January 30, 2026, Nakamoto amended the loan to add a designated trading wallet as collateral. In April it announced a Bitcoin derivatives program, managed by Bitwise through a separately managed account, that writes covered calls and buys protective puts against the same Kraken-held Bitcoin. The company's own risk disclosures flag the interaction between the derivatives program and the secured loan, including collateral priority and cross-default risk, and the risk that margin or collateral calls could force liquidation at unfavorable prices. The same pool of pledged coins backs two obligations.

The Make-Whole Window

The loan included a make-whole provision requiring a premium on early repayment within the first six months of funding. The six-month anniversary of the December 4, 2025 funding date was June 4, 2026. That window has now closed, and Nakamoto can prepay or refinance without penalty from here forward. If a refinancing or payoff is arranged, this is the period when it would surface.

The Wrapper

The wrapper measures the annual cost of carrying the capital structure. Every component below is from the Q1 2026 earnings release, the FY2025 10-K, or the Q1 10-Q, except where marked.

The wrapper picture carries one large caveat. The Q1 results capture only 38 days of BTC Inc and UTXO operations, with heavy integration costs and no major revenue events. The combined businesses generated $2.7 million in Q1 revenue against $7.3 million in total Q1 insider compensation. The trailing-twelve-month EBITDA figure of $34.2 million used to justify the acquisition was measured through September 30, 2025 and predates the period any public investor can verify. Bitcoin Conference 2026 ran April 27-29, after the quarter closed, and its revenue lands in Q2. Whether the operating businesses cover the loan's annual fee is the open question Q2 answers. The one segment already profitable is the derivatives program, which contributed positive adjusted operating income in its partial quarter.

CEBE and FD BPS Progression, at $72K Normalization (post-split)

CEBE TRACKER

Nasdaq: NAKA

What BPS Misses: Nakamoto

Fully diluted BPS vs CEBE per share, normalized at $72,000 BTC, post-split (1-for-40)

FD BPS: every Bitcoin, every share, no claim netted

CEBE: what common equity owns after the loan

Q4 → Q1 cliff

FD BPS −44%  |  CEBE −35%

40,890EST

22,800

Q3 2025

claims 46.0%

40,617

21,480

Q4 2025

claims 48.7%

22,677

14,000

Q1 2026

claims 47.9%

Both measures of Bitcoin per share fell by a third or more in one quarter, driven by an all-stock acquisition that added zero Bitcoin. The space between the bars is one secured loan: $210M due December 4, 2026. No version of BPS can see it.

Sats per share, post-split. FD BPS Q4 and Q1 verified from earnings-release reconciliations; Q3 FD BPS estimated (no Q3 FD table disclosed). CEBE all quarters verified. Claims % = senior claims as % of BTC reserve.

cebetracker.io · @chcbearsfan

The Q4 story was modest. Shares contracted slightly from Q3, the Bitcoin stack fell by 56 coins between snapshots, and CEBE drifted down. The Q4-to-Q1 cliff is the event. FD BPS fell 44.2% and CEBE fell 34.8% in a single quarter, driven by 258 million pre-split net new shares issued for the acquisition against zero new Bitcoin, plus the 284-coin corporate sale. The senior claims % held near 48% across all three quarters, because the loan size was roughly constant while the reserve and share count moved. That stability is itself the point. The claim does not shrink. Only the equity around it does.

Scenario 1: The Maturity Wall

The loan matures December 4, 2026. The resolution math is fixed by the calendar and the balance sheet.

Principal due is $210 million. Remaining interest across the two quarters to maturity runs about $8.4 million, bringing the total to roughly $218 million. Against that, cash at March 31 was $35.3 million and declining from operations, and the unencumbered Bitcoin, 653 coins, was worth about $48 million at $73,000. The company cannot repay from free Bitcoin and cash combined. It has to choose among three paths.

Refinance

The cleanest outcome. A new secured facility replaces the Kraken loan, ideally at lower cost and longer duration. The original lender is the natural counterparty, holding the most leverage to set terms. Refinancing is straightforward if Bitcoin is well above the collateral maintenance level and the operating businesses demonstrate cash generation. It is harder if Bitcoin sits near the maintenance line and the businesses are still integrating. The make-whole window closing June 4 is the first marker. Any refinancing announced after that date avoids the early-repayment premium.

Equity Raise

Nakamoto filed a $5 billion at-the-market equity program in August 2025, of which approximately $6.4 million has been drawn. The remaining capacity is roughly $4.99 billion, about 24 times the loan principal. The dilution runway exists. The cost is CEBE. At a post-split price near $6, raising $210 million requires roughly 35 million post-split shares against the current 17.4 million outstanding, more than doubling the share count and cutting CEBE accordingly. The ATM is the repayment plan if Bitcoin cooperates and the stock holds. It is the doom path if the stock falls while the raise proceeds, because each issuance at a lower price requires more shares.

Bitcoin Sale

At $73,000, the 4,405 pledged coins are worth approximately $322 million. Selling enough to repay $218 million, with Kraken's consent given its lien, would leave residual Bitcoin. This extinguishes the loan but also the treasury thesis. It is the path the company has already begun walking at small scale, having sold 284 coins in Q1 for working capital.

Each path resolves the maturity. Each carries a different cost to common equity. The framework does not predict which one management chooses. It measures what each does to CEBE when it happens.

Scenario 2: The Collateral Cascade

This is the scenario the secured structure creates and a perpetual-preferred structure cannot. As Bitcoin falls, collateral coverage compresses and the lender's contractual remedies activate before common equity is wiped on paper.

The arithmetic below is pure coverage math. It states what the pledged and total Bitcoin are worth at given prices against the $210 million loan. It is not a prediction of when Kraken acts, because the maintenance ratio is undisclosed. It is just the math of the position at each price.

Three reference points stand out. At $71,500, the pledged collateral covers exactly 150% of the loan, the same coverage ratio that existed when Nakamoto was required to post additional collateral on February 5. At $41,500, the entire Bitcoin stack equals the loan principal exactly, with no margin for interest or fees. At $34,519, the full stack plus all cash equals the reported debt. That $34,519 figure is the CEBE break-even, the price at which net senior claims consume the entire reserve and common equity reaches zero in accounting terms.

The structural point is the ordering. In a perpetual-preferred structure, the break-even price is the floor, because preferred holders cannot seize anything. In Nakamoto's secured structure, the collateral remedies sit above break-even, and the February 5 top-up shows that coverage maintenance gets enforced well before $34,519. The lender moves first and sets the timing, which makes common equity a price-taker in any liquidation Kraken initiates.

This is not a prediction that the cascade happens. Bitcoin near $73,000 sits above the level that triggered the one collateral action on record. It is a description of the mechanism that exists, written into the loan, that does not exist in any other capital structure on the tracker.

Scenario 3: The $150K That Never Came

The Nakamoto capital structure was assembled for a different Bitcoin price. The August 2025 merger, the PIPE at $1.12, the convertible at $2.80, and the eventual Kraken loan were all built when $150,000 was the consensus cycle target and Bitcoin was purchased at a weighted average cost of $118,204.

At $150,000 with the verified March 31 structure intact, the net senior claims of $174.7 million represent 1,165 Bitcoin rather than 2,426. Common equity Bitcoin grows from 2,635 to 3,896. CEBE rises to 20,760 sats post-split, a 48% improvement over the $72K figure. The senior claims % compresses to 23%. At $150,000, the 4,405 pledged coins are worth $661 million against a $210 million loan, and the collateral cascade of Scenario 2 disappears entirely. The maturity becomes a refinancing formality.

But $150,000 cannot recover what dilution removed. At the Q3 2025 pre-split share count and $150,000 Bitcoin, CEBE would have been 30,480 sats post-split adjusted. At the Q1 2026 share count and the same price, CEBE is 20,760 sats. The 9,720-sat difference is not price. Price is $150,000 in both cases. It is the 286 million pre-split shares issued for the acquisition at zero sats each, and the roughly 340 Bitcoin by which the treasury shrank from its Q3 peak.

The 30,480 figure isolates dilution by holding price fixed and varying only the share count. At $150,000, common-equity Bitcoin is divided by the Q3 2025 CEBE share base rather than the larger Q1 2026 base, then restated to post-split terms for comparison. Same price, same loan, same netting method. Only the denominator changes. The entire 9,720-sat gap is therefore attributable to the shares added and the coins sold between Q3 and Q1, not to any change in Bitcoin's price. Price explains the gap between the $150,000 the structure was built for and the $73,000 it lives in. Dilution and Bitcoin sales explain the gap between what $73,000 could have meant and what it shows.

What I'm NOT Saying

This piece measures. It does not predict.

It does not claim Nakamoto will default on the Kraken loan. The company has six months, a refinancing path, a derivatives program generating income, Bitcoin Conference 2026 revenue landing in Q2, and a $5 billion equity program with ample capacity. Any of those can produce an outcome that does not involve the cascade in Scenario 2.

It does not claim management has acted in bad faith. The capital structure was designed for a $150,000 environment that did not arrive. Every capital decision has a defensible rationale from the information available when it was made. The measurement is about what common shareholders own today given how the environment actually played out, not about intent.

It does not recommend any action on the stock. CEBE is a measurement framework, not a trading signal. The distance between FD BPS and CEBE is information that lets a reader price the capital structure accurately. What they do with that information is their own decision.

What this piece does claim is narrow. At $72,000 Bitcoin, common shareholders have a verifiable claim on 14,000 sats per share after netting the one senior claim on the balance sheet. That claim is a secured loan with collateral seizure rights and a December 4 maturity, and fully diluted BPS, the most conservative version of the headline metric, still prices the company as though it were not there. Everything that moves CEBE from here is named, measurable, and on a date. The reader now has the math to follow them.

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