Nakamoto to Acquires BTC Inc and UTXO in $107M All-Stock Deal

The deal consolidates Bitcoin media, events, and asset management operations under a single publicly listed entity.

Crypto News

Nakamoto, the

traded on Nasdaq under the ticker NAKA and formerly operating as KindlyMD, has signed definitive agreements to acquire BTC Inc and UTXO Management GP in an all-stock transaction valued at approximately $107.3 million. The deal consolidates Bitcoin media, events, and asset management operations under a single publicly listed entity.

BTC Inc is the parent company of Bitcoin Magazine and the organizer of The Bitcoin Conference. UTXO Management advises 210k Capital, a hedge fund focused on Bitcoin and Bitcoin-related securities. Both firms were already connected to Nakamoto through existing contractual agreements before the acquisition was finalized.

The transaction was structured around a call option that Nakamoto held to acquire BTC Inc under a Marketing Services Agreement, while BTC Inc itself held a separate call option to acquire UTXO. Both options were exercised simultaneously, according to Tuesday's disclosure.

Under the terms, BTC Inc and UTXO holders will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis, priced at $1.12 per share under the call option framework. Nakamoto's