Nakamoto to acquire BTC Inc, UTXO in $107M all-stock deal

Nakamoto, the Bitcoin treasury company formerly known as KindlyMD, has signed definitive agreements to acquire BTC Inc and UTXO Management GP, advancing its plan to build a Bitcoin-native operating company.

The transaction will be financed entirely with Nakamoto’s common stock under a previously disclosed call option contained in a Marketing Services Agreement (MSA) with BTC Inc. The MSA granted Nakamoto the right to acquire BTC Inc, which in turn held a call option to acquire UTXO, the company disclosed Tuesday.

Under the terms, BTC Inc and UTXO holders will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis.

The shares are priced at $1.12 each under the call option framework. Based on Nakamoto’s Friday closing price of $0.2951 per share, the aggregate consideration is valued at approximately $107.3 million, before adjustments.

The deal consolidates Bitcoin (BTC) media, events and capital allocation under one public entity. BTC Inc is the parent company of Bitcoin Magazine and organizer of The Bitcoin Conference, while UTXO advises 210k Capital, a hedge fund focused on Bitcoin and related securities.

The all-stock structure at a fixed $1.12 per share is well above Nakamoto’s recent trading price of near $0.30, implying substantial dilution for existing shareholders and raising valuation questions. Nakamoto shares were lower following the announcement.

*Nakamoto trades on Nasdaq under the ticker NAKA and has a market capitalization of about $194 million. Source:* *Yahoo Finance*

Expanding the Bitcoin treasury model

Management has positioned BTC Inc and UTXO as recurring cash-flow businesses that can support additional Bitcoin accumulation and future acquisitions, effectively creating a public-market wrapper for media, asset management and advisory operations tied to Bitcoin.

Nakamoto holds 5,398 BTC on its balance sheet, according to industry data, placing it ahead of ProCap Financial, GameStop and Gemini Space Station among public Bitcoin treasury companies.

*Nakamoto began its Bitcoin acquisition strategy last summer. Source:* *BitcoinTreasuries.NET*

The company’s Bitcoin-focused pivot followed challenges in its previous healthcare business under the KindlyMD name, including weak share price performance and a strategic repositioning undertaken before the rebrand.

The Bitcoin treasury model has faced pressure in recent months amid a sharp digital asset downturn, with Bitcoin more than halved, to the $60,000 range from about $126,000. As Cointelegraph reported, corporate treasury adoption stalled in the fourth quarter amid the downturn.