Nakamoto (NAKA) to Acquire BTC Inc and UTXO Management in $107M All-Stock Deal

Nakamoto Holdings (NAKA) has signed definitive agreements to acquire bitcoin-focused media company BTC Inc and asset management firm UTXO Management in an all-stock transaction valued at approximately $107.3 million. The deal, announced Tuesday, is expected to close in the first quarter of 2026 and marks a major step in Nakamoto’s long-term bitcoin growth strategy.

Under the terms of the agreement, Nakamoto will issue 363 million shares to complete the acquisition. BTC Inc operates several prominent bitcoin media brands, including Bitcoin Magazine, The Bitcoin Conference, and the enterprise-focused Bitcoin for Corporations initiative. UTXO Management serves as an advisor to 210k Capital, a hedge fund that allocates capital across bitcoin-related public and private market opportunities.

David Bailey, CEO of Nakamoto and also a leader at BTC Inc, said the company aims to build a diversified portfolio spanning bitcoin media, asset management, and advisory services. According to Bailey, the acquisition represents the first phase of a broader strategy to scale alongside Bitcoin’s long-term adoption and institutional growth.

The transaction has drawn attention from market observers due to the pricing shift since the initial agreement. When the deal was originally structured, shares were priced at $1.12, implying a valuation exceeding $400 million. However, with NAKA stock currently trading near $0.30, the final deal value stands closer to $107 million.

Because Bailey is involved in all three entities, the acquisition qualifies as a related-party transaction. Nakamoto stated that a special committee of independent directors reviewed and approved the agreement with guidance from external legal and financial advisors.

NAKA shares were flat on Tuesday at $0.30, significantly below the roughly $2.00 level seen before the company transitioned from Kindly MD into a bitcoin treasury-focused strategy.