Nakamoto Inc. to Acquire BTC Inc & UTXO Management in $107M Deal

• Nakamoto has signed definitive agreements to acquire BTC Inc and UTXO Management in an all-stock transaction valued at approximately $107.3 million.
• The deal integrates Bitcoin media, events, asset management, and advisory services under one publicly traded company.
• The acquisition will be financed entirely with Nakamoto common stock, with 363.6 million shares issued at $1.12 per share under a prior call option agreement.

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Nakamoto Inc. has signed definitive merger agreements to acquire BTC Inc, a global Bitcoin media and events company, and UTXO Management GP, LLC, an investment firm focused on Bitcoin-related companies. The transaction, announced Tuesday, is expected to close in the first quarter of 2026, subject to customary closing conditions.

The deal will be financed entirely through Nakamoto common stock. BTC Inc and UTXO securityholders will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis, priced at $1.12 per share under the company’s call option agreement. Based on Nakamoto’s February 13, 2026, closing price of $0.2951, the implied value of the consideration totals approximately $107.3 million, before customary adjustments.

The acquisition brings together businesses spanning media, asset management, and advisory services, forming what Nakamoto describes as an integrated Bitcoin operating platform.

“Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one,” said David Bailey, Chairman and CEO of Nakamoto.

He stated the company intends to operate a portfolio of Bitcoin-native enterprises designed to scale alongside Bitcoin’s long-term growth.

Expanding Across Media and Asset Management

BTC Inc, headquartered in Nashville, operates 27 media brands and reaches approximately 6 million people globally through its combined social media presence. The company organizes The Bitcoin Conference, which reported around 67,000 attendees in 2025 across events in the United States, Asia, Europe, and the Middle East.

BTC Inc is also the parent company of Bitcoin Magazine, first published in May 2012, and operates Bitcoin for Corporations, a membership-based platform for companies adopting Bitcoin as a treasury asset. The platform currently includes over 40 member companies and maintains a five-year brand partnership with Strategy Inc.

Brandon Green, CEO of BTC Inc, said the merger presents an opportunity to expand the company’s reach and engagement across enterprises and investors.

UTXO Management serves as adviser to 210k Capital, LP, a hedge fund investing in Bitcoin, Bitcoin-related securities, and derivatives. The firm focuses on both public and private Bitcoin companies. Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, said the transaction creates an opportunity to leverage Nakamoto’s public platform and treasury strategy to “compound value across the Bitcoin ecosystem.”

Governance and Advisory Oversight

A Special Committee of independent directors was formed to review and negotiate the transaction. B. Riley Securities served as financial advisor and fairness opinion provider to the committee, while Simpson Thacher & Bartlett LLP acted as independent legal counsel.

Nakamoto was advised by TD Securities as financial advisor and Reed Smith LLP as legal counsel. BTC Inc and UTXO were advised by Bradley Arant Boult Cummings LLP and Haynes and Boone, LLP, respectively.

No additional shareholder approval is required to complete the transaction, according to the company. The option structure enabling the acquisition was previously disclosed in connection with Nakamoto’s earlier merger with Nakamoto Holdings.

Strategic Positioning

The company stated that BTC Inc and UTXO are expected to contribute recurring earnings and strengthen its balance sheet, supporting growth initiatives, including additional Bitcoin accumulation and strategic acquisitions.

The transaction positions Nakamoto as a publicly traded company combining media distribution, asset management capabilities, and advisory services within the Bitcoin sector.

Forward-looking statements in the release note that anticipated synergies, integration plans, financial projections, and the timing of closing remain subject to risks and uncertainties, including integration challenges and Bitcoin market volatility.

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Editorial Note: This news article has been written with assistance from AI. Edited & fact-checked by the Editorial Team.

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