Publicly traded Bitcoin treasury firm Nakamoto has signed definitive agreements to acquire BTC Inc and UTXO Management GP in an all-stock deal valued at approximately $107.3 million. The acquisition consolidates Bitcoin media, events, and capital management under one entity, as Nakamoto builds a Bitcoin-native operating company. Existing shareholders face significant dilution, as the transaction shares are priced at $1.12 each, far above the company’s recent trading price near $0.30.
Nakamoto will finance the acquisition entirely with its common stock under a previously disclosed call option framework. 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 agreement. Based on Nakamoto‘s recent closing price of $0.2951 per share, the aggregate consideration is valued at approximately $107.3 million before adjustments.
The deal brings Bitcoin media, events, and capital allocation under one public entity. BTC Inc is the parent company of Bitcoin Magazine and organizes The Bitcoin Conference, while UTXO advises 210k Capital, a hedge fund focused on Bitcoin and related securities.
Management has positioned BTC Inc and UTXO as recurring cash-flow businesses. These operations are intended to support additional Bitcoin accumulation and future acquisitions for the company.
Nakamoto holds 5,398 BTC on its balance sheet according to industry data. This places it ahead of other public Bitcoin treasury companies like ProCap Financial, GameStop, and Gemini Space Station.
The company’s Bitcoin-focused pivot followed challenges in its previous healthcare business under the KindlyMD name. It faced weak share price performance and a strategic repositioning before the rebrand.
The Bitcoin treasury model has faced pressure in recent months amid a sharp digital asset downturn. Bitcoin has more than halved to the $60,000 range from about $126,000.
