Nakamoto Acquires BTC Inc and UTXO in $107M Stock Transaction

Nakamoto, a prominent Bitcoin treasury company previously operating as KindlyMD, has entered into definitive agreements to purchase BTC Inc and UTXO Management GP. This strategic move is designed to establish a comprehensive Bitcoin-native operating entity within the public markets.

The entire acquisition will be funded through the issuance of Nakamoto’s common stock, leveraging a call option outlined in an existing Marketing Services Agreement (MSA) with BTC Inc. This MSA previously provided Nakamoto with the opportunity to acquire BTC Inc, which itself possessed a call option for UTXO, as detailed in the company’s announcement on Tuesday.

According to the agreement terms, holders of BTC Inc and UTXO will be issued a total of 363,589,816 shares of Nakamoto common stock, calculated on a fully diluted basis. These shares are valued at $1.12 per share as per the call option structure. When measured against Nakamoto’s closing share price of $0.2951 on Friday, the overall transaction value comes to approximately $107.3 million, prior to any potential adjustments.

This deal brings together key elements of the Bitcoin ecosystem, including media operations, event organization, and capital allocation strategies, all under a single publicly traded company listed on Nasdaq. BTC Inc serves as the parent entity for Bitcoin Magazine and is responsible for hosting The Bitcoin Conference, one of the leading events in the space. Meanwhile, UTXO provides advisory services to 210k Capital, a hedge fund specializing in Bitcoin and associated securities investments.

The all-stock nature of the transaction, fixed at $1.12 per share, represents a significant premium over Nakamoto’s recent market trading levels around $0.30 per share. This premium suggests considerable dilution for current shareholders and has sparked discussions regarding the valuation rationale. Following the public disclosure of the deal, Nakamoto’s share price experienced downward pressure in trading sessions.

Nakamoto currently trades on the Nasdaq exchange using the ticker symbol NAKA, maintaining a market capitalization of roughly $194 million, according to financial data platforms.

Building Out the Bitcoin Treasury Framework

Company leadership views BTC Inc and UTXO as stable, recurring revenue generators capable of fueling further Bitcoin purchases and supporting additional strategic buyouts. This approach effectively packages media production, asset management, and consulting services—all centered around Bitcoin—into a publicly accessible investment vehicle.

Data from industry trackers indicates that Nakamoto maintains 5,398 BTC on its corporate balance sheet, positioning it favorably among publicly listed firms adopting Bitcoin treasuries. This places the company ahead of competitors such as ProCap Financial, GameStop, and Gemini Space Station in terms of Bitcoin reserves held by public entities.

Nakamoto initiated its Bitcoin accumulation efforts during the previous summer, marking a deliberate shift toward cryptocurrency-focused operations. This pivot came after encountering difficulties in its original healthcare sector activities under the KindlyMD branding, which included underwhelming stock performance and a broader strategic overhaul leading up to the name change.

In recent months, the Bitcoin treasury strategy has encountered headwinds due to a pronounced decline in digital asset prices. Bitcoin’s value has dropped by more than half, retreating from peaks near $126,000 to the $60,000 range. Reports have highlighted that corporate adoption of Bitcoin treasuries largely paused during the fourth quarter, as major players curtailed purchases amid the market correction.

Despite these challenges, Nakamoto’s acquisition strategy underscores a long-term commitment to integrating Bitcoin-centric businesses. By combining media influence through Bitcoin Magazine, high-profile event production via The Bitcoin Conference, and sophisticated asset management through UTXO, the company aims to create synergies that enhance its position in the evolving cryptocurrency landscape.

The fixed-price stock issuance at a premium to current market levels reflects confidence in the combined entity’s future growth potential, even as it introduces dilution risks for existing investors. Market reactions post-announcement indicate investor caution, but proponents argue that the consolidation strengthens Nakamoto’s role as a leader in Bitcoin-native public companies.

Looking ahead, this transaction could serve as a model for other firms seeking to aggregate Bitcoin-related operations under public market structures. With substantial Bitcoin holdings already in place and recurring revenue streams from the acquired entities, Nakamoto is well-positioned to navigate market volatility while pursuing aggressive treasury expansion.