Nakamoto Inc

This proposal requests stockholder approval to amend the Company’s Certificate of Incorporation to permit a reverse stock split at a variable ratio between 1-for-20 and 1-for-50, with the Board granted sole discretion to choose the exact ratio, the timing (within one year of approval), and the right to abandon the split prior to filing. Management seeks this authority principally to address Nasdaq’s minimum bid price requirement (the Company received notice of non-compliance because the closing bid fell below $1.00), and believes the reverse split would provide flexibility to increase the per‑share price, reduce delisting risk, and potentially improve market perception and financing opportunities. The amendment’s variable-range approach gives the Board flexibility to select a split ratio that optimizes the post‑split market price given prevailing market conditions and outstanding share count, while also allowing the Board to abandon the action if conditions change. The Board emphasizes that the reverse split would not change the total authorized shares but would increase the number of authorized-but-unissued shares relative to outstanding shares, which could facilitate future capital raises but also enable additional dilution if shares are later issued. The proposal discloses risks: there is no guarantee the split will raise the market price sufficiently or improve liquidity, the split may be perceived negatively by some investors, liquidity could be impaired by fewer outstanding shares, and subsequent declines in price could be proportionally larger. Tax, fractional-share cash-in-lieu, and equity‑award adjustment mechanics are described; fractional shares will be cashed out and outstanding equity awards will be proportionately adjusted. The Board recommends a FOR vote asserting that the Reverse Stock Split is necessary to maintain Nasdaq listing and provide management flexibility to address the listing deficiency, while reserving the right to abandon the split if it judges that action is not in stockholders’ best interests.

This management proposal asks shareholders to authorize the holders of proxies to adjourn the Special Meeting, if necessary, to allow additional time to solicit and obtain the votes needed to approve Proposal 1 or to establish a quorum. Management’s rationale is practical: if the reverse stock split does not receive sufficient support at the scheduled meeting or a quorum is not present, adjournment would permit outreach to holders (including those who previously voted) to solicit additional proxies and potentially secure approval without convening a separate meeting. The proxy text explicitly cautions that approval could allow the chairman to adjourn even when initial votes would otherwise defeat Proposal 1, giving management time to change votes in favor. The proposal specifies procedural limits (no additional notice if adjourned for 30 days or less and no new record date) and explains the vote standard and effects of abstentions. From a governance perspective, the adjournment authority is a common procedural tool that preserves board flexibility to pursue time‑sensitive corporate actions but may also be used strategically to alter the timing and conditions under which a contested matter is decided. The Board recommends a FOR vote to ensure it has the operational ability to secure sufficient votes to address the Nasdaq listing issue via the reverse split. Stockholders should weigh the pragmatic benefits of preserving the opportunity to obtain approval against the potential for management to use adjournment to attempt to change results after an initial vote.