Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Amendment No. 1 to the Master Loan Agreement

On January 30, 2026, Nakamoto Inc., a Delaware corporation, through its wholly owned subsidiary, Nakamoto Holdings, Inc. ("Nakamoto Holdings"), entered into that certain First Amendment to the Master Loan Agreement (the "MLA Amendment"), which amends that certain Master Loan Agreement, dated as of December 3, 2025 (the "Master Loan Agreement"), by and between Nakamoto Holdings and Payward Interactive, Inc. (the "Lender").

The MLA Amendment amends the Master Loan Agreement to permit the funding of a designated trading wallet maintained at the Lender (the "Trading Wallet") and to clarify that the Trading Wallet shall serve as collateral for both the obligations under the Master Loan Agreement and obligations (if any) resulting from trading activity conducted through such wallet.

The foregoing description of the MLA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the MLA Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.