Executive Summary
The Story So Far
Why This Matters
Who Thinks What?
KindlyMD’s Nakamoto (NAKA) token experienced a sharp decline of over 55% on September 15, causing its market capitalization to fall significantly below the value of its Bitcoin holdings. This substantial sell-off followed the effectiveness of a U.S. Securities and Exchange Commission (SEC)-cleared resale registration, which allowed private investment in public equity (PIPE) investors to sell previously restricted shares into the open market.
Share Unlock Triggers Sell-Off
The catalyst for the market downturn was the September 12 effectiveness of a Form S-3 resale registration. This filing registered PIPE investors, including subscribers to a $51.5 million PIPE completed in June at $5.00 per share, as well as a larger initial PIPE from May priced at $1.12 per share, to offload their stock.
The influx of shares onto the open market put significant downward pressure on NAKA’s price. The company’s market cap now stands well beneath the value of its 5,765 BTC, creating a notable discount to its Bitcoin per share.
Nakamoto’s Capital Building and Bitcoin Strategy
Nakamoto’s capital accumulation strategy began in May with a merger agreement, securing approximately $511.7 million in initial PIPE commitments at $1.12 per share. This was later augmented by the $51.5 million June add-on at a higher price of $5.00 per share.
In August, the company continued its financial maneuvers, closing a $200 million senior secured convertible note on August 15 with an initial conversion price of $2.80 per share. Just four days later, on August 19, Nakamoto executed its first major post-merger purchase, acquiring 5,743.91 BTC for approximately $679 million. By August 26, the company had also established a $5 billion at-the-market program.
Valuation Discrepancy
Following the recent sell-off, NAKA’s market value has notably dipped below the estimated $665.8 million value of its 5,765 Bitcoin. At the close of market on September 15, the company’s market capitalization was approximately $466.4 million. This represents a substantial 43% discount when compared to the value of its underlying Bitcoin holdings.
When factoring in the $200 million convertible note, Nakamoto’s current enterprise value is approximately equivalent to the value of its Bitcoin holdings, highlighting the market’s reaction to the unlock of previously restricted shares.