Nakamoto Inc. (NASDAQ: NAKA) introduced right this moment that it has entered into merger agreements to amass BTC Inc, the main supplier of Bitcoin-related media and occasions, and UTXO Administration GP, LLC (“UTXO”), an funding agency targeted on personal and public Bitcoin firms (collectively, the “Transaction”).
The Transaction is predicted to shut within the first quarter this yr, topic to customary closing situations, and might be financed totally with Nakamoto frequent inventory in accordance with Nakamoto’s name possibility beneath the Advertising and marketing Providers Settlement (the “MSA”), utilizing a worth of $1.12 per share. The Firm’s possibility to amass BTC Inc and UTXO, via BTC Inc’s name possibility 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 possibility and was publicly filed and accredited by the Firm’s shareholders in reference to that transaction. Following shareholder approval, Nakamoto, BTC Inc, and UTXO engaged in intensive joint advertising and marketing initiatives throughout BTC Inc’s media and occasions platforms. Nakamoto exercised its name possibility with BTC Inc and BTC Inc exercised its name possibility 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 world model, established distribution networks, and institutional capabilities throughout media, asset administration, and advisory providers. BTC Inc and UTXO are anticipated to supply recurring earnings to strengthen the Firm’s steadiness sheet and assist progress initiatives, together with further 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 firms throughout media, asset administration, and advisory providers 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 totally with Nakamoto frequent inventory in accordance with Nakamoto’s name possibility beneath the MSA, utilizing a worth of $1.12 per share. BTC Inc and UTXO securityholders will obtain, on a totally diluted foundation, 363,589,816 shares of Nakamoto frequent 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 is predicated on Nakamoto’s closing worth on February 13, 2026, of $0.2951.
BTC Inc: The International Chief in Bitcoin Media and Occasions
BTC Inc, headquartered in Nashville, is the one of many largest Bitcoin media firms on this planet, primarily based on occasion attendance, on-line viewers, and model portfolio. Its holdings embrace 27 media manufacturers, reaching roughly 6 million folks globally via its aggregated social media followers.
BTC Inc organizes The Bitcoin Convention, 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 guardian firm of Bitcoin Journal, which was first printed in Could 2012, establishing the publication because the longest-running supply of Bitcoin information, info, and professional commentary.
BTC Inc additionally operates Bitcoin for Firms, a membership-based platform for firms adopting Bitcoin as a strategic treasury asset, which at the moment hosts over 40 member firms 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 group,” mentioned Brandon Inexperienced, Chief Government Officer of BTC. “Combining with Nakamoto represents a major alternative to scale our attain, deepen engagement, and assist the following section 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 crew leverages intensive expertise within the Bitcoin ecosystem to allocate capital throughout private and non-private market alternatives.
“UTXO was based to again the builders and firms 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 robust alternative to compound worth throughout the Bitcoin ecosystem and reinforce Bitcoin’s position as a foundational asset in fashionable capital markets.”
About Nakamoto Inc.
Nakamoto Inc. (NASDAQ: NAKA) is a Bitcoin firm that owns and operates a world portfolio of Bitcoin- native enterprises spanning media and data, asset administration, and advisory providers. For extra info, please go to nakamoto.com.
Bitcoin Journal is printed by BTC Inc. BTC Inc. has entered into an settlement to be acquired by Nakamoto Inc. (NASDAQ: NAKA); the transaction has not but closed.
