KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare providers supplier, has entered right into a merger settlement with Nakamoto Holdings Inc., a Bitcoin-native holding firm. The transaction, introduced on Might 12, 2025, contains $710 million in financing by way of a mixture of personal placement and convertible notes.
The merger will create a publicly traded firm targeted on establishing a Bitcoin treasury technique, with $510 million raised by way of personal placement in public fairness (PIPE) at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028.
David Bailey, founding father of BTC Inc. and Nakamoto Holdings, will function CEO of the mixed entity. Tim Pickett will proceed managing KindlyMD’s healthcare operations, which embrace 4 clinics throughout Utah offering built-in medical providers, ache administration, and psychological well being care.
David Bailey, Founder and CEO of Nakamoto mentioned, “Nakamoto’s imaginative and prescient is to convey Bitcoin to the middle of world capital markets, packaging it into fairness, debt, most popular shares, and new hybrid constructions that each investor can perceive and personal. Our mission is easy: checklist these devices on each main trade on the earth.”
He continued, “Nakamoto is constructing the primary publicly traded conglomerate designed to speed up that future. The monetary establishments who outlined their chapter in historical past have all carried the names of their founders: Medici, Rothschild, Morgan, Goldman. Right now, we stake that legacy on Nakamoto.”
The PIPE financing attracted over 200 buyers globally, together with institutional buyers reminiscent of Actai Ventures, Arrington Capital, BSQ Capital Companions, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors, alongside people together with Adam Again, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Jihan Wu, Ricardo Salinas, and Simon Gerovich (CEO of Metaplanet). YA II PN, Ltd., an funding fund managed by Yorkville Advisors, was the only real convertible notice purchaser.
Beneath the settlement, KindlyMD’s shares will proceed buying and selling on Nasdaq below the image “KDLY” till a brand new ticker image is introduced. The mixed firm’s board will encompass six administrators appointed by Nakamoto and one by KindlyMD.
The transaction contains the belief of Nakamoto’s advertising and marketing providers settlement with BTC Inc., which can present advertising and marketing providers associated to Bitcoin treasury operations. KindlyMD’s scientific operations will keep their present deal with decreasing opioid use by way of built-in healthcare providers.
The merger requires KindlyMD shareholder approval and is topic to customary closing situations. Further transaction particulars will likely be out there in a Present Report on Type 8-Okay to be filed with the SEC.
BTC Inc, Bitcoin Journal’s dad or mum firm, is affiliated with Nakamoto by way of widespread possession. BTC Inc additionally has a contractual relationship with Nakamoto to offer advertising and marketing providers.