- Bitcoin treasury company Nakamoto plans to acquire BTC Inc and UTXO Management in an all stock deal valued at about $107.3 million and expected to close in the first quarter of 2026
- The transaction involves issuing 363 million NAKA shares and has drawn attention due to the lower current share price compared with the original $1.12 reference price
Bitcoin treasury company Nakamoto has agreed to acquire BTC Inc and UTXO Management in an all-stock transaction valued at about $107.3 million, according to a Tuesday press release. The deal, which brings together a bitcoin-focused media and events group with a digital asset asset-management firm under Nakamoto’s umbrella, is expected to close in the first quarter of 2026, pending customary conditions.
Details of the Nakamoto acquisition
Under the definitive agreements, Nakamoto (ticker: NAKA) will issue 363 million shares to complete the purchase of BTC Inc and UTXO Management. The companies described the structure as a stock-for-equity transaction, with no cash component disclosed in the announcement. Based on Nakamoto’s current share price, the total consideration is estimated at approximately $107.3 million.
BTC Inc operates a suite of well-known bitcoin media and events platforms. Its portfolio includes Bitcoin Magazine, one of the longest-running editorial brands in the sector, as well as The Bitcoin Conference, a large-scale industry gathering. The firm also runs the enterprise-oriented Bitcoin for Corporations program, which targets businesses exploring bitcoin-related strategies and infrastructure.
UTXO Management, the other firm in the deal, focuses on advisory and asset management, including work with 210k Capital. That hedge fund allocates capital into bitcoin-linked investments across both public and private markets, positioning UTXO within the institutional segment of the crypto asset class. By combining BTC Inc’s audience reach with UTXO’s asset-management role, Nakamoto is aligning media, events, and investment services under one listed company.
Strategic direction for Bitcoin treasury company Nakamoto
Nakamoto’s leadership presented the transaction as a foundational step in building a diversified operation around bitcoin. Chief executive David Bailey said the company plans to manage a portfolio spanning media, asset management, and advisory services that can expand alongside bitcoin’s long-term growth trajectory. In his comments, Bailey framed the acquisitions as the initial move in a broader strategy the company intends to pursue.
The deal also reflects Nakamoto’s shift in corporate focus. The company previously operated under the name Kindly MD and traded near $2.00 per share before adopting a bitcoin treasury strategy. Since that change, the stock has traded significantly lower. On Tuesday, NAKA shares were flat at around $0.30, a level that now underpins the valuation of the BTC Inc and UTXO Management acquisition.
For BTC Inc, integration into a listed bitcoin treasury company offers a new ownership structure while retaining its emphasis on sector coverage and event organization. For UTXO Management and its relationship with 210k Capital, the move places its advisory and asset-management business inside a public vehicle aligned with bitcoin holdings and related services. Together, the acquired operations position Nakamoto at multiple points along the bitcoin value chain, from information and conferences to capital allocation.
Pricing questions and governance considerations
The structure and timing of the transaction have drawn scrutiny from market observers, particularly regarding the gap between the original deal pricing and the current implied valuation. One commentator on X highlighted that Nakamoto was initially set to pay more than $400 million, based on an agreed share price of $1.12. With the stock now trading below $0.30, the same 363 million shares translate to an acquisition price closer to $107 million.
This sharp discount, driven by the decline in NAKA’s share price, has prompted questions about fairness and related-party dynamics. David Bailey, who serves as CEO of Nakamoto, also leads BTC Inc, placing him at the center of all three entities involved in the deal. That overlap means the transaction qualifies as a related-party arrangement, which typically requires additional oversight to address potential conflicts of interest.
In response to those concerns, Nakamoto formed a special committee composed of independent directors to evaluate and approve the transaction. The committee engaged external legal and financial advisers as part of its review, according to the press release. While the statement did not disclose the advisers’ names or the specific methodologies used to assess valuation, the company emphasized that the independent directors had ultimate authority in approving the deal.
For shareholders, the outcome is a significantly lower price tag compared with the initial reference valuation, yet the share issuance remains unchanged at 363 million units. The combination of a large stock issue and a depressed trading price underscores how sensitive all-stock deals can be to market movements, especially in volatile sectors like digital assets.
Conclusion
Nakamoto’s agreement to acquire BTC Inc and UTXO Management marks a notable consolidation of bitcoin media, events, and asset-management activities under a single publicly traded bitcoin treasury company. The all-stock deal, involving 363 million new shares and currently valued at about $107.3 million, is scheduled to close in the first quarter of 2026, subject to conditions.
While the transaction advances Nakamoto’s plan to assemble a portfolio of bitcoin-focused businesses, it also highlights the effects of share-price swings on stock-based acquisitions and the additional scrutiny that comes with related-party dealings. With NAKA trading near $0.30 and a special committee of independent directors signing off on the terms, investors will be watching how the combined entity executes on its stated strategy as the closing date approaches.
Disclaimer
The information provided in this article is for informational purposes only and should not be considered financial advice. The article does not offer sufficient information to make investment decisions, nor does it constitute an offer, recommendation, or solicitation to buy or sell any financial instrument. The content is opinion of the author and does not reflect any view or suggestion or any kind of advise from CryptoNewsBytes.com. The author declares he does not hold any of the above mentioned tokens or received any incentive from any company.
Featured image created by AI
