Nakamoto Inc. to Acquire Bitcoin Media Giant BTC Inc and UTXO Management in All-Stock Deal

Nakamoto Inc. (NASDAQ: NAKA) has entered into agreements to acquire BTC Inc and UTXO Management GP, LLC, positioning itself as a diversified Bitcoin operating company spanning media, asset management, and advisory services^[1].

The transaction, expected to close in the first quarter of this year, will be financed entirely through approximately 363.6 million shares of Nakamoto common stock at $1.12 per share under a previously disclosed call option. The combined consideration totals $107.3 million based on Nakamoto's February 13, 2026 closing price of $0.2951^[1].

BTC Inc, based in Nashville, operates 27 media brands reaching approximately 6 million people globally and organizes The Bitcoin Conference series, which attracted over 67,000 attendees in 2025. The company publishes Bitcoin Magazine, the industry's longest-running publication since May 2012, and operates Bitcoin for Corporations, a membership platform serving over 40 companies^[1].

UTXO serves as adviser to 210k Capital, LP, a hedge fund focused on Bitcoin and related securities.

"Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one," said David Bailey, Nakamoto's Chairman and CEO, describing the acquisition as the first step in building a portfolio of companies positioned for Bitcoin's long-term growth^[1].