Nakamoto to Acquire BTC Inc and UTXO in $107M All-Stock Deal
Nakamoto, a Bitcoin treasury company formerly known as KindlyMD, has entered into definitive agreements to acquire BTC Inc and UTXO Management GP in an all-stock transaction, bringing Bitcoin-focused media, events, and asset management under a single Nasdaq-listed entity.
The deal will be funded entirely with Nakamoto common shares pursuant to a previously disclosed call option outlined in a Marketing Services Agreement (MSA) with BTC Inc. Under the MSA, Nakamoto held the right to acquire BTC Inc, which itself had a call option to acquire UTXO, the company said Tuesday.
According to the terms, holders of BTC Inc and UTXO 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 total implied value of the consideration is approximately $107.3 million, before adjustments.
The transaction consolidates Bitcoin (BTC) media, events, and capital allocation into one public company. BTC Inc is the parent of Bitcoin Magazine and the organizer of The Bitcoin Conference, while UTXO provides advisory services to 210k Capital, a hedge fund focused on Bitcoin and related securities.
The fixed all-stock exchange at $1.12 per share is significantly above Nakamoto’s recent trading price near $0.30, indicating substantial dilution for existing shareholders and prompting valuation scrutiny. Nakamoto shares declined following the announcement. Nakamoto trades on Nasdaq under the ticker NAKA and has a market capitalization of about $194 million. Source: Yahoo Finance
Expanding a Bitcoin treasury strategy
Management has described BTC Inc and UTXO as recurring cash-flow businesses that can support further Bitcoin accumulation and future acquisitions, creating a public-market platform for media, asset management, and advisory services tied to Bitcoin.
Nakamoto holds 5,398 BTC on its balance sheet, according to industry data, ranking ahead of ProCap Financial, GameStop, and Gemini Space Station among public Bitcoin treasury holders. Nakamoto began its Bitcoin acquisition strategy last summer. Source: BitcoinTreasuries.NET
The company’s pivot toward a Bitcoin-focused strategy followed difficulties in its prior healthcare operations under the KindlyMD brand, including weak share performance and a strategic repositioning preceding the rebrand.
Bitcoin treasury strategies have faced headwinds in recent months amid a broad digital-asset downturn, with Bitcoin more than halving to the $60,000 range from about $126,000.
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