Nakamoto Inc. (NASDAQ: NAKA) introduced immediately that it has entered into merger agreements to accumulate BTC Inc, the main supplier of Bitcoin-related media and occasions, and UTXO Administration GP, LLC (“UTXO”), an funding agency centered on personal and public Bitcoin corporations (collectively, the “Transaction”).
The Transaction is predicted to shut within the first quarter this 12 months, topic to customary closing circumstances, and will probably be financed totally with Nakamoto frequent inventory in accordance with Nakamoto’s name choice beneath the Advertising and marketing Providers Settlement (the “MSA”), utilizing a worth of $1.12 per share. The Firm’s choice to accumulate BTC Inc and UTXO, by BTC Inc’s name choice with UTXO, was beforehand disclosed as a part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. (“Nakamoto Holdings”).
The MSA, outlines the phrases of the Firm’s choice and was publicly filed and authorized by the Firm’s shareholders in reference to that transaction. Following shareholder approval, Nakamoto, BTC Inc, and UTXO engaged in intensive joint advertising and marketing initiatives throughout BTC Inc’s media and occasions platforms. Nakamoto exercised its name choice with BTC Inc and BTC Inc exercised its name choice with UTXO concurrently with signing of the merger agreements.
The Transaction is meant to additional set up Nakamoto as a diversified Bitcoin working firm with a worldwide model, established distribution networks, and institutional capabilities throughout media, asset administration, and advisory companies. BTC Inc and UTXO are anticipated to supply recurring earnings to strengthen the Firm’s stability sheet and assist development initiatives, together with extra Bitcoin accumulation and strategic acquisitions.
“Bringing BTC Inc and UTXO into Nakamoto has been part of our imaginative and prescient since day one,” stated David Bailey, Chairman and CEO of Nakamoto. “We intend to function a portfolio of corporations throughout media, asset administration, and advisory companies that may scale with Bitcoin’s long-term development. BTC Inc and UTXO are world leaders in Bitcoin media and asset administration. This transaction signifies step one of the corporate we intend to construct, and we’re simply getting began.”
The Transaction will probably be financed totally with Nakamoto frequent inventory in accordance with Nakamoto’s name choice beneath the MSA, utilizing a worth of $1.12 per share. BTC Inc and UTXO securityholders will obtain, on a completely diluted foundation, 363,589,816 shares of Nakamoto frequent inventory, topic to customary buy worth changes at closing, The mixed worth of this consideration is $107,295,354, earlier than any such customary buy worth changes, which is predicated on Nakamoto’s closing worth on February 13, 2026, of $0.2951.
BTC Inc: The World Chief in Bitcoin Media and Occasions
BTC Inc, headquartered in Nashville, is the one of many largest Bitcoin media corporations on this planet, primarily based on occasion attendance, on-line viewers, and model portfolio. Its holdings embrace 27 media manufacturers, reaching roughly 6 million folks globally by its aggregated social media followers.
BTC Inc organizes The Bitcoin Convention, the biggest Bitcoin occasion sequence within the U.S., Asia, Europe, and the Center East, which hosted greater than 67,000 attendees in 2025.
BTC Inc can be the dad or mum firm of Bitcoin Journal, which was first revealed in Might 2012, establishing the publication because the longest-running supply of Bitcoin information, data, and skilled commentary.
BTC Inc additionally operates Bitcoin for Companies, a membership-based platform for corporations adopting Bitcoin as a strategic treasury asset, which at the moment hosts over 40 member corporations and has a 5-year model partnership with Technique Inc. for internet hosting networking occasions and academic content material.
“For greater than a decade, BTC Inc has centered on informing, convening, and advancing the worldwide Bitcoin group,” stated Brandon Inexperienced, Chief Govt Officer of BTC. “Combining with Nakamoto represents a major alternative to scale our attain, deepen engagement, and assist the subsequent part of Bitcoin’s development throughout enterprises and traders.”
UTXO: Investing in Bitcoin Acceleration
UTXO is the adviser to 210k Capital, LP, a hedge fund centered on Bitcoin, Bitcoin-related securities, and derivatives. The funding crew leverages intensive expertise within the Bitcoin ecosystem to allocate capital throughout private and non-private market alternatives.
“UTXO was based to again the builders and corporations shaping the Bitcoin economic system,” stated Tyler Evans, Chief Funding Officer of Nakamoto and Chief Funding Officer of UTXO. “Leveraging Nakamoto’s public platform and strong treasury, we see a robust alternative to compound worth throughout the Bitcoin ecosystem and reinforce Bitcoin’s position as a foundational asset in trendy capital markets.”
About Nakamoto Inc.
Nakamoto Inc. (NASDAQ: NAKA) is a Bitcoin firm that owns and operates a worldwide portfolio of Bitcoin- native enterprises spanning media and data, asset administration, and advisory companies. For extra data, please go to nakamoto.com.
Bitcoin Journal is revealed by BTC Inc. BTC Inc. has entered into an settlement to be acquired by Nakamoto Inc. (NASDAQ: NAKA); the transaction has not but closed.