Bitcoin treasury company Nakamoto, formerly known as KindlyMD, has signed definitive agreements to acquire BTC Inc and UTXO Management GP in an all-stock deal valued at approximately $107.3 million. The transaction, announced on February 15, 2025, and expected to close in the first quarter of 2025, consolidates major Bitcoin media, events, and capital allocation under a single public entity.
The deal will be financed entirely with Nakamoto's 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, priced at a fixed $1.12 per share. This price is significantly above Nakamoto's recent trading price of around $0.30, implying substantial dilution for existing shareholders. Following the announcement, Nakamoto shares traded lower.
BTC Inc is the parent company of Bitcoin Magazine and the organizer of The Bitcoin Conference, while UTXO advises 210k Capital, a hedge fund focused on Bitcoin and related securities. Nakamoto's management, led by Chairman and CEO David Bailey, has positioned the acquired entities as recurring cash-flow businesses that can support additional Bitcoin accumulation and future acquisitions.
Nakamoto itself holds 5,398 BTC on its balance sheet, placing it ahead of other public Bitcoin treasury companies like ProCap Financial and GameStop. The company began its Bitcoin acquisition strategy last summer after pivoting from its previous healthcare business under the KindlyMD name, which faced challenges including weak share price performance.
The acquisition creates a vertically-integrated powerhouse within the Bitcoin ecosystem, combining media, community engagement, and institutional investment management. This consolidation occurs as Bitcoin's price has more than halved from about $126,000 to the $60,000 range, and corporate treasury adoption stalled in the fourth quarter of 2025 amid a broader digital asset downturn.
