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 targeted on non-public and public Bitcoin corporations (collectively, the “Transaction”).
The Transaction is predicted to shut within the first quarter this yr, topic to customary closing situations, and might be financed fully with Nakamoto widespread inventory in accordance with Nakamoto’s name choice below the Advertising Companies Settlement (the “MSA”), utilizing a worth of $1.12 per share. The Firm’s choice to accumulate BTC Inc and UTXO, via 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 accepted by the Firm’s shareholders in reference to that transaction. Following shareholder approval, Nakamoto, BTC Inc, and UTXO engaged in in depth 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 offer recurring earnings to strengthen the Firm’s stability sheet and assist progress 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,” mentioned 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 progress. BTC Inc and UTXO are international 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 might be financed fully with Nakamoto widespread inventory in accordance with Nakamoto’s name choice below 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 widespread 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 relies 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 the planet, primarily based on occasion attendance, on-line viewers, and model portfolio. Its holdings embody 27 media manufacturers, reaching roughly 6 million individuals globally via its aggregated social media followers.
BTC Inc organizes The Bitcoin Conference, the most important Bitcoin occasion collection within the U.S., Asia, Europe, and the Center East, which hosted greater than 67,000 attendees in 2025.
BTC Inc can also 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 professional commentary.
BTC Inc additionally operates Bitcoin for Corporations, a membership-based platform for corporations adopting Bitcoin as a strategic treasury asset, which presently 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 targeted on informing, convening, and advancing the worldwide Bitcoin neighborhood,” mentioned Brandon Inexperienced, Chief Govt Officer of BTC. “Combining with Nakamoto represents a major alternative to scale our attain, deepen engagement, and assist the following part of Bitcoin’s progress throughout enterprises and traders.”
UTXO: Investing in Bitcoin Acceleration
UTXO is the adviser to 210k Capital, LP, a hedge fund targeted on Bitcoin, Bitcoin-related securities, and derivatives. The funding staff leverages in depth 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 financial system,” mentioned Tyler Evans, Chief Funding Officer of Nakamoto and Chief Funding Officer of UTXO. “Leveraging Nakamoto’s public platform and sturdy treasury, we see a strong 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 knowledge, 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.
