Nakamoto Inc. (NASDAQ: NAKA) is poised to reshape the Bitcoin landscape with the announcement of its merger agreements to acquire BTC Inc and UTXO Management GP, LLC (UTXO). The transaction, expected to close in the first quarter of this year, marks a significant step in Nakamoto’s strategy to establish itself as a diversified Bitcoin operating company with a global brand and robust institutional capabilities.
A Strategic Move to Strengthen the Bitcoin Ecosystem
The acquisition of BTC Inc and UTXO is a testament to Nakamoto’s vision of building a comprehensive portfolio of companies that can scale with Bitcoin’s long-term growth. BTC Inc, a leader in Bitcoin media and events, and UTXO, an investment firm focused on Bitcoin companies, are expected to contribute recurring earnings that will bolster Nakamoto’s balance sheet and support its growth initiatives, including additional Bitcoin accumulation and strategic acquisitions.
BTC Inc: A Global Leader in Bitcoin Media and Events
BTC Inc, headquartered in Nashville, is one of the largest Bitcoin media companies in the world, boasting a vast online audience and a strong brand portfolio. Its holdings include 27 media brands that reach approximately 6 million people globally through aggregated social media followers. BTC Inc organizes The Bitcoin Conference, the largest Bitcoin event series in the U.S., Asia, Europe, and the Middle East, which attracted more than 67,000 attendees in 2025. Additionally, BTC Inc operates Bitcoin for Corporations, a membership-based platform for companies adopting Bitcoin as a strategic treasury asset, currently hosting over 40 member companies.
UTXO: Driving Bitcoin Investment and Innovation
UTXO, the adviser to 210k Capital, LP, is a hedge fund focused on Bitcoin, Bitcoin-related securities, and derivatives. With extensive experience in the Bitcoin ecosystem, UTXO’s investment team allocates capital across public and private market opportunities, aiming to support the builders and companies shaping the Bitcoin economy. Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, emphasized the synergies between the two companies, stating, ‘Leveraging Nakamoto’s public platform and robust treasury, we see a powerful opportunity to compound value across the Bitcoin ecosystem and reinforce Bitcoin’s role as a foundational asset in modern capital markets.’
Reinforcing Nakamoto’s Position in the Bitcoin Space
David Bailey, Chairman and CEO of Nakamoto, highlighted the strategic importance of the acquisitions: ‘Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one. We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with Bitcoin’s long-term growth. BTC Inc and UTXO are global leaders in Bitcoin media and asset management. This transaction signifies the first step of the company we intend to build, and we’re just getting started.’
The Financials and Future Outlook
The transaction will be financed entirely with Nakamoto common stock, using a price of $1.12 per share, as outlined in the Marketing Services Agreement (MSA) previously approved by Nakamoto’s shareholders. BTC Inc and UTXO securityholders will receive, on a fully diluted basis, 363,589,816 shares of Nakamoto common stock, subject to customary purchase price adjustments at closing. The combined value of this consideration is $107,295,354, based on Nakamoto’s closing price on February 13, 2026, of $0.2951.
As the Bitcoin ecosystem continues to evolve, Nakamoto’s strategic acquisitions position it to play a pivotal role in shaping the future of digital finance. With a strengthened portfolio and enhanced capabilities, Nakamoto is well-equipped to drive innovation and growth in the Bitcoin space, setting the stage for a new era of decentralized financial services.
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