Nakamoto expands with all-stock deal for BTC Inc and UTXO Management

NASHVILLE — Nakamoto Inc. has agreed to acquire BTC Inc, the global Bitcoin media and events group, and UTXO Management GP, an asset management and advisory firm focused on Bitcoin ventures, in an all-stock transaction valued at about $107.3 million. The merger agreements were signed on 17 February by the Nasdaq-listed firm as it seeks to build a diversified Bitcoin-centric operating company spanning media, finance and advisory services.

Under the terms, holders of BTC Inc and UTXO securities will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis, priced at $1.12 per share based on Nakamoto’s 13 February closing price. The transaction is expected to close in the first quarter of 2026 subject to customary closing conditions.

Nakamoto’s move formalises strategic ties that pre-dated the transaction. The company had secured a call option over BTC Inc as part of a prior merger with Nakamoto Holdings, and BTC Inc in turn held a call option on UTXO. Those options were exercised concurrently at signing, with no additional shareholder approval required for the acquirees.

David Bailey, Chairman and Chief Executive Officer of Nakamoto, said the acquisitions reflect a long-held plan to assemble a portfolio of businesses that can scale alongside long-term Bitcoin adoption. He described BTC Inc and UTXO as “global leaders in Bitcoin media and asset management” whose integration into Nakamoto advances the company’s mission to operate across media, asset management and advisory services.

BTC Inc, headquartered in Nashville, holds a dominant position in Bitcoin media and event organisation, operating 27 brands with a combined global audience of around six million on social platforms. It is also the organiser of The Bitcoin Conference, which drew tens of thousands of attendees across major regions in 2025, and publishes Bitcoin Magazine, a title with roots going back to 2012.

UTXO Management serves as adviser to 210k Capital, a hedge fund allocating capital to Bitcoin and related securities. Its investment team specialises in both private and public market opportunities within the Bitcoin ecosystem, giving Nakamoto exposure to institutional-grade investment capabilities.

The all-stock structure at a fixed share price above Nakamoto’s market trading levels has stirred some debate among investors, with the implied dilution of existing shareholders a point of focus following the announcement. Trading reports showed Nakamoto’s stock performance under pressure, reflecting the broader volatility in Bitcoin-related equities.

The acquisitions also come as Nakamoto continues to evolve its corporate identity. The company had previously rebranded from KindlyMD to align its name with its strategic focus on Bitcoin businesses while maintaining its legacy healthcare operations through a subsidiary. Alongside the acquisition announcement, the firm has authorised a share repurchase programme and strengthened its finance leadership with new appointments, underscoring efforts to stabilise its financial footing.

Industry analysts view the consolidation of media, event organisation and asset management under a single public entity as a noteworthy development in the Bitcoin space. By bringing narrative, community engagement and capital allocation into closer alignment, Nakamoto aims to create synergies that could support its Bitcoin accumulation strategy and future strategic acquisitions as momentum builds in the digital asset ecosystem.

While the deal signals confidence in Bitcoin’s long-term trajectory, some investors remain cautious given the scale of share issuance and the challenge of integrating disparate business models. The next earnings report, due later this month, will be watched closely for indications of how these strategic shifts are translating into financial performance.