NAKA's Nasdaq Delisting Threat: Anatomy of a Treasury In Freefall

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NAKA’s Nasdaq Delisting Threat: Anatomy of a Treasury Collapse

Nakamoto received a Nasdaq delisting notice on December 12 for failing to maintain the exchange’s $1.00 minimum bid price requirement for 30 days straight.

This makes it the first Bitcoin treasury company to face potential removal from a major U.S. exchange since the sector exploded in 2024 and 2025. 

The self-proclaimed Bitcoin treasury for Bitcoin treasuries holds 5,398 BTC worth approximately $483 million at current prices, yet trades at a market capitalization so compressed that shares closed below the compliance threshold. 

From its May peak of $34 per share, the stock now trades at $0.36.

Now the company has 180 days to regain compliance — by trading over $1 for 10 consecutive days — or face delisting to over-the-counter markets, where liquidity evaporates and institutional investors typically exit positions entirely. 

Nakamoto did not reply to multiple requests for comment on its delisting notice, compliance strategy, or whether the threat changes its approach to Bitcoin treasury management and planned acquisitions.

Nakamoto’s collapse to $0.36 today from $34.77 in May 2025 — a 99% loss of shareholder value — traces directly to the mechanics of its Private Investment in Public Equity (PIPE) financing. The company raised $763 million to fund its Bitcoin treasury strategy, including $563 million through PIPE deals that sold shares to institutional investors at 20% to 40% discounts to market prices in exchange for 90-180 day lock-up periods.

When those lock-ups expired, supply flooded the market. PIPE holders who bought at favorable terms sold into the rally, realizing profits even as the stock crashed. Retail investors absorbed the downward pressure while insiders extracted value.

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The numbers expose the carnage: 413 million shares outstanding, $329 million market cap against 5,398 BTC worth $483 million. Nakamoto trades at 0.36x mNAV — a 64% discount to Bitcoin NAV — meaning markets assign negative value to management, operations, and future execution.

For a company dubbing itself “the Bitcoin treasury for Bitcoin treasuries,” the discount signals that investors are skeptical of the business model. The PIPE structure created misaligned incentives from inception, where institutional buyers received discounted shares with no long-term commitment, then dumped on retail when lock-ups expired.

The company’s inability to maintain even $1 minimum bid price reveals how PIPE financing can hamstring treasury models. At 0.36x mNAV, Nakamoto cannot issue equity without further crushing Bitcoin per share — every dollar raised at current valuations buys only $0.36 of Bitcoin purchasing power. Without capital access, it is unclear that the company will be able to execute its Bitcoin conglomerate vision of acquiring portfolio companies.

Without systematic Bitcoin accumulation, it's not a treasury — just a static holder trading at discounts because markets expect holdings to shrink through forced sales or operational burn. The PIPE death spiral completes when companies face delisting, eliminating any remaining path to capital markets recovery.

Structural fragility

The potential delisting exposes the structural fragility that some treasury companies have when they lack the necessary operational revenue to support their Bitcoin holdings. Nakamoto positions itself as a "a Bitcoin treasury company building a global portfolio of Bitcoin-native companies," aiming to establish the first publicly traded conglomerate of Bitcoin businesses by acquiring and developing an ecosystem across finance, media, and advisory sectors. 

By leveraging the Bitcoin treasury as capital base for acquiring portfolio companies, Nakamoto basically uses a Bitcoin-backed holding company model. 

But markets aren’t assigning much value to the vision. Even with $483 million in Bitcoin on the balance sheet, the stock trades at extreme discounts — nearly 65% — suggesting that investors are doubting the company’s ability to execute acquisitions. Moreover, investors might be expecting further Bitcoin liquidation during times of market stress, or view the holding company model as unproven when compared to pure treasury plays. 

For a stock to remain trading on the Nasdaq, the minimum bid price rule requires listed companies to maintain closing prices at or above $1 for at least 10 consecutive trading days during any compliance period. Companies that fall below this threshold will receive a so-called deficiency notice and will be procured 180 calendar days to regain compliance. 

Satisfying Nasdaq’s requirements

Nakamoto has several mechanisms to satisfy that requirement. First, it can achieve 10 consecutive closes above $1 through natural stock appreciation, or second, by executing a reverse stock split to artificially boost per-share price. 

But if the company fails to regain compliance within the 180-day window, Nasdaq will delist the stock, forcing trading to over-the-counter markets where bid-ask spreads widen dramatically and institutional ownership typically disappears. 

One way to switch course is by executing a reverse stock split. Another company, France-based chipmaker Sequans Communications, has already completed theirs. Basically, a 1-for-10 reverse split would convert 10 existing shares into 1 new share, mechanically boosting the stock price overnight. 

Reverse split stocks don’t create value, however, they simply rearrange the capital structure. And if investors believe Nakamoto lacks the operational capability to execute its BItocin conglomerate vision or will eventually liquidate holdings under pressure the stock will likely drift back below $1 regardless of that split ratio.

In fact, companies that execute reverse splits to satisfy listing requirements often trade back to pre-split levels within months as fundamental concerns regarding the company tend to reassert themselves. 

Bollinger Innovations, formerly known as Mullen Automotive, became notorious for its relentless use of reverse splits: nine splits from 2022 through 2025, including a 1-for-250 consolidation in September 2025 aimed at lifting the share price back over the Nasdaq’s $1 minimum. Despite this, the stock traded at around $0.054 at that time, and the cumulative impact of splits has effectively reduced shareholder value by more than a quadrillion-fold.

Another example is Faraday Future (FFIE) has also turned to multiple reverse stock splits in recent years, such as a 1-for-40 split in August 2024 to avoid delisting pressure amid a share price that had fallen well below $1. Even after these actions, the stock lost most of its value in subsequent trading, reflecting persistent operational challenges rather than a sustained price recovery following the splits. 

Share buybacks present an alternative. If Nakamoto could access more capital, buying stock at current valuations might increase Bitcoin-per-share more efficiently than buying additional Bitcoin at market prices. A company trading at severe discounts to NAV means every dollar spent on buybacks retires Bitcoin NAV from the share count at pennies on the dollar, dramatically improving per-share metrics.

This strategy requires available capital and assumes the company doesn’t need liquidity for operations or planned acquisitions — which can turn into potentially problematic constraints for a holding company attempting to build a portfolio of Bitcoin businesses. Additionally, buybacks contradict the stated strategy of using treasury holdings as acquisition currency for building the Bitcoin conglomerate.

Just yesterday, Nakamoto announced that its Board of Directors authorized a share repurchase program, allowing the company to repurchase shares through open-market purchases, privately negotiated transactions, or block trades, though it does not obligate specific repurchase amounts and may be modified or terminated at any time.

At 0.36x mNAV, buybacks offer compelling mathematics — every dollar spent retiring shares at current prices removes $2.78 of Bitcoin NAV from the share count ($1 ÷ 0.36 = $2.78), improving per-share metrics far more efficiently than buying Bitcoin at market.

Put differently, $100 million deployed into buybacks would retire $278 million worth of Bitcoin from the outstanding share count, nearly tripling the per-share impact compared to buying Bitcoin directly. Execution, however, requires available capital, and the announcement contains no commitment to actual purchase amounts or timeline.

Delisting to OTC markets would make executing the holding company model Nakamoto envisions significantly more challenging. Over-the-counter stocks trade on systems like OTC Pink or OTCQB rather than major exchanges, suffering from reduced visibility, minimal analyst coverage, wider bid-ask spreads, and restricted institutional participation. 

Many funds prohibit OTC holdings entirely due to liquidity and regulatory concerns. For Nakamoto, OTC delisting would eliminate the capital markets access that it needs to continue executing the Bitcoin conglomerate strategy. Without it, the firm has no ability to use stock as acquisition currency for purchasing Bitcoin-native businesses, no ATM equity programs to fund treasury growth, and no convertible offerings to finance operations.

Eventually, the company would face the choice between abandoning the holding company vision or attempting acquisitions with illiquid OTC shares that target companies would likely reject.

The November 2025 Corporate Adoption Report showed five companies reducing Bitcoin holdings, led by Sequans' 970 BTC sale representing one-third of its treasury. Nakamoto could follow this path if delisting forces strategic recalibration. Sell Bitcoin to fund share buybacks, operational expenses, or simply to demonstrate to markets that it still has liquidity. 

Such sales would validate skepticism about its treasury commitment and raise broader questions about which experimental treasury models — holding companies, operational businesses, pure balance-sheet plays — are able to weather mNAV compression and broader market stress.

Nakamoto’s delisting threat tests whether the Bitcoin conglomerate model can gain investor support. The company’s vision of using a Bitcoin treasury as its foundation for acquiring and building portfolio companies represents a different approach than pure treasury strategies (Strategy, Metaplanet) or mining-based accumulation (MARA, Cango). 

If successful, the model could demonstrate that Bitcoin treasuries enable new corporate structures beyond simple accumulation. Failing to do so, and leading to OTC delisting, suggests that markets are demanding either pure treasury exposure or established operational businesses — not experimental holding company structures lacking proven execution.  

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• Cryptio. Cryptio is an enterprise-grade accounting software platform built specifically for digital assets and cryptocurrencies. It enables businesses to transform blockchain transaction data from multiple exchanges and custodians into auditable financial records, supporting compliance with GAAP and IFRS standards. Learn more: Cryptio

• The Hemisphere Foundation. Hemisphere develops open-source solutions designed to help treasury teams securely manage, deploy, and optimize their BTC holdings, withe benefits of self-custody and Bitcoin native deployment. Learn more: The Hemisphere Foundation

• Orange Wheel Advisors. Orange Wheel Advisors is a strategic consulting firm that helps companies navigate Bitcoin’s impact on corporate finance and competitive strategy. With expertise spanning treasury management, payments, capital structure, mining, and investor communications, they provide executive education, tailored strategies, and execution support to guide businesses through the global monetary transition. Learn more: Orange Wheel Advisors

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