Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto” or the “Company”) today announced that it has entered into merger agreements to acquire BTC Inc, the leading provider of Bitcoin-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies (collectively, the “Transaction”). The Transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.
The Company’s option to acquire BTC Inc and UTXO, through BTC Inc’s call option with UTXO, was previously disclosed as part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. (“Nakamoto Holdings”). The Marketing Services Agreement with BTC Inc (the “MSA”), which the Company assumed from Nakamoto Holdings in the merger last year, outlines the terms of the Company’s option and was publicly filed and approved by the Company’s shareholders in connection with that transaction.
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Following shareholder approval, Nakamoto, BTC Inc, and UTXO engaged in extensive joint marketing initiatives across BTC Inc’s media and events platforms. Nakamoto exercised its call option with BTC Inc and BTC Inc exercised its call option with UTXO concurrently with signing of the merger agreements. No additional Nakamoto shareholder approval is required to complete the Transaction.
“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. “We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with Bitcoin’s long-term growth. BTC Inc and UTXO are global leaders in Bitcoin media and asset management. This transaction signifies the first step of the company we intend to build, and we’re just getting started.”
Nakamoto’s acquisition of BTC Inc and UTXO represents a significant addition to the Company’s portfolio and advances its stated mission to develop an ecosystem of Bitcoin-native companies. The companies combine durable operating businesses, global distribution, and disciplined capital allocation into a single “flywheel”. BTC Inc and UTXO are expected to provide recurring earnings to strengthen the Company’s balance sheet and support growth initiatives, including additional Bitcoin accumulation and strategic acquisitions. The Transaction is intended to further establish Nakamoto as a diversified Bitcoin operating company with a global brand, established distribution networks, and institutional capabilities across media, asset management, and advisory services.
The Transaction will be financed entirely with Nakamoto common stock in accordance with Nakamoto’s call option under the MSA, using a price of $1.12 per share. BTC Inc and UTXO securityholders will receive, on a fully diluted basis, 363,589,816 shares of Nakamoto common stock, subject to customary purchase price adjustments at closing, The combined value of this consideration is $107,295,354, before any such customary purchase price adjustments, which is based on Nakamoto’s closing price on February 13, 2026, of $0.2951.
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