Nakamoto Inc. (NASDAQ: NAKA) entered into definitive merger agreements to acquire BTC Inc., the world’s leading Bitcoin media and events company, and UTXO Management GP, LLC, a Bitcoin‑focused investment firm. The transaction is financed entirely with Nakamoto common stock at a fixed price of $1.12 per share, which translates to a total consideration of approximately $107 million based on the company’s closing price of $0.2951 on February 13, 2026. The parties expect the deal to close in the first quarter of 2026.
The acquisition is intended to create a diversified Bitcoin operating company that combines BTC Inc.’s media portfolio—including The Bitcoin Conference and Bitcoin Magazine—with UTXO Management’s investment expertise. Management describes the combination as a “flywheel” of recurring earnings that will strengthen Nakamoto’s balance sheet, support future Bitcoin accumulation, and enable additional strategic acquisitions. The all‑stock structure also provides BTC Inc. and UTXO shareholders with a premium over the current trading price, signaling confidence in the combined entity’s long‑term value.
Nakamoto’s financial profile underscores the strategic urgency of the deal. Revenue has fallen 31.13% year‑over‑year as of Q1 2026, and the company reported a negative EBITDA of $14.76 million. A NASDAQ delisting notice issued in December 2025 highlights ongoing compliance pressures. Despite these challenges, Nakamoto has been actively accumulating Bitcoin, with treasury holdings that once exceeded $500 million. The acquisition is therefore seen as a way to leverage the company’s Bitcoin assets while diversifying revenue streams.
BTC Inc. brings a global media footprint that reaches roughly six million people through 27 brands and organizes the high‑profile Bitcoin Conference. UTXO Management, founded in 2019, focuses on Bitcoin‑centric investment advisory, managing assets for 210k Capital, LP. Together, the two entities provide complementary capabilities—media influence, event production, and investment management—that align with Nakamoto’s goal of building a comprehensive Bitcoin ecosystem.
Management emphasized the strategic fit in a joint statement. David Bailey, Chairman and CEO of Nakamoto, said, “Bringing BTC Inc. and UTXO into Nakamoto has been a part of our vision since day one. We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with Bitcoin’s long‑term growth.” Brandon Green, CEO of BTC Inc., added, “Combining with Nakamoto represents a significant opportunity to scale our reach, deepen engagement, and support the next phase of Bitcoin’s growth across enterprises and investors.” Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, noted, “UTXO was founded to back the builders and companies shaping the Bitcoin economy. Leveraging Nakamoto’s public platform and robust treasury, we see a powerful opportunity to compound value across the Bitcoin ecosystem and reinforce Bitcoin’s role as a foundational asset in modern capital markets.”
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