Nakamoto Inc. filed a Form 8-K on November 12, 2026, disclosing that its subsidiary entered into a Second Amendment to its Master Loan Agreement with Kraken on November 11, 2026, extending the maturity of a portion of an outstanding USDT-denominated loan and expanding the collateral framework.

Key Highlights

  • Maturity extended: USDT 60,000,000 of the USDT 165,000,000 outstanding principal under the June 2026 fixed-term loan has had its maturity date extended from December 4, 2026 to December 4, 2027.
  • Remaining balance unchanged: The remaining USDT 105,000,000 of the June Loan continues to mature on June 30, 2027.
  • New collateral provision: The Second Amendment adds the Borrower's rights under a derivatives Trading Agreement with Payward Oceanic Ltd. (POL) to the collateral under the Master Loan Agreement.
  • Daily valuation: Kraken determines the net value of the Borrower's Trading Agreement positions daily; that value is treated as zero if negative.
  • Collateral call flexibility: The Borrower may now meet collateral calls by terminating positions under the Trading Agreement, with proceeds paid directly to a collateral account.
  • Signing authority: The filing was signed by Teresa Gendron, Chief Financial Officer, on November 12, 2026.

Nakamoto Holdings Amends Kraken Loan Terms and Collateral Structure

According to the filing, Nakamoto Inc. (NASDAQ:NAKA), through its wholly owned subsidiary Nakamoto Holdings Inc. (the "Borrower"), entered into a Second Amendment to its Master Loan Agreement with Payward Interactive, Inc., doing business as Kraken, on November 11, 2026. The original Master Loan Agreement was dated December 3, 2025, and was previously amended on January 30, 2026. Payward Oceanic Ltd. joined the Second Amendment solely for purposes of Sections II and V thereof.

The company disclosed that the Second Amendment extends the maturity of USDT 60,000,000 of the USDT 165,000,000 outstanding principal amount under the June 2026 fixed-term loan from December 4, 2026 to December 4, 2027. The remaining USDT 105,000,000 continues to mature on June 30, 2027. The filing also describes an expansion of the collateral framework: the net value of the Borrower's positions under the derivatives Trading Agreement with POL will count toward collateral value under the Master Loan Agreement without requiring the termination of those positions, subject to certain limitations. According to the filing, this feature "is intended to let protective positions, such as Bitcoin put options, offset declines in collateral value before the Borrower must post additional collateral or repay a portion of the June Loan."

The filing further states that the net value of Trading Agreement positions counts only for testing collateral call and liquidation thresholds and for sizing collateral calls, and not for collateral returns. Additionally, the amended early-termination event of default now applies only to terminations resulting from a default by, or certain termination events affecting, the Borrower, and excludes terminations made to meet collateral calls or those agreed to with Kraken's consent. Without Kraken's consent, the Borrower may not transfer or encumber its rights under the Trading Agreement.

What Was Disclosed

Nakamoto Inc. reported a Second Amendment to its Master Loan Agreement with Kraken, extending USDT 60,000,000 of the June 2026 loan's maturity to December 4, 2027, and revising the collateral framework to include the net value of derivatives positions held under a related Trading Agreement with Payward Oceanic Ltd.