Nakamoto announced it has signed definitive merger agreements to acquire BTC Inc, a global Bitcoin-focused media and events company, and UTXO Management GP, an investment firm focused on private and public Bitcoin companies. The deal is expected to close in the first quarter of 2026, subject to customary closing conditions.
The acquisitions represent a key milestone in Nakamoto’s strategy to build an integrated Bitcoin operating company spanning media and information, asset management, and advisory and consulting services. The company said the transaction establishes an ecosystem of Bitcoin-native enterprises designed to scale alongside Bitcoin’s long-term growth.
The option to acquire BTC Inc and UTXO was previously disclosed as part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. Under a Marketing Services Agreement that Nakamoto assumed last year, the company held a call option to acquire BTC Inc, which in turn held a call option for UTXO. Following shareholder approval and joint marketing initiatives, Nakamoto exercised its call option with BTC Inc, and BTC Inc concurrently exercised its call option with UTXO upon signing the merger agreements. No additional shareholder approval is required to complete the transaction.
Nakamoto said the deal will be financed entirely with common stock under the terms of its call option agreement, using a price of $1.12 per share. Securityholders of BTC Inc and UTXO will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis, subject to customary purchase price adjustments at closing. The combined value of the consideration is approximately $107,295,354, based on Nakamoto’s closing price of $0.2951 per share on February 13, 2026.
The company expects BTC Inc and UTXO to contribute recurring earnings that strengthen its balance sheet and support growth initiatives, including additional Bitcoin accumulation and future strategic acquisitions. Nakamoto described the combination as creating a “flywheel” that integrates durable operating businesses, global distribution, and disciplined capital allocation under a single public platform.
Support: The Special Committee retained B. Riley Securities as an independent financial advisor and fairness opinion provider and Simpson Thacher & Bartlett as independent legal counsel. Nakamoto was advised by TD Securities (USA) and Reed Smith. BTC Inc was advised by Bradley Arant Boult Cummings, and UTXO was advised by Haynes and Boone.
KEY QUOTES:
“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. 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.”
David Bailey, Chairman and CEO of Nakamoto
“For more than a decade, BTC Inc has focused on informing, convening, and advancing the global Bitcoin community. 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.”
Brandon Green, Chief Executive Officer of BTC Inc
“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.”
Tyler Evans, Chief Investment Officer of Nakamoto and Chief Investment Officer of UTXO
