Nakamoto Acquires BTC Inc and UTXO Management GP to Consolidate Bitcoin Media and Advisory Businesses in the United States

[»] Jump to Summary…

Nakamoto, the Bitcoin treasury company formerly known as KindlyMD, is taking a big step toward becoming a fully Bitcoin-native public company.

The firm has announced definitive agreements to acquire BTC Inc and UTXO Management GP, consolidating media, events, and asset advisory under a single umbrella.

The acquisition is structured entirely in Nakamoto common stock, leveraging a previously disclosed call option from a Marketing Services Agreement (MSA) with BTC Inc.

BTC Inc, in turn, had a call option to acquire UTXO, making the transaction a nested consolidation.

Deal Terms and Valuation Raise Eyebrows

Under the agreements, holders of BTC Inc and UTXO will receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis.

The call option sets the share price at $1.12, which is notably higher than Nakamoto’s recent trading price near $0.30 per share.

At Friday’s closing, the total consideration was roughly $107.3 million before adjustments.

The discrepancy between the exercise price and the current market value implies substantial dilution for existing shareholders and raises questions about valuation metrics for the combined entity.

Following the announcement, Nakamoto shares dipped as investors digested the implications.

Combining Bitcoin Media, Events, and Treasury Management

BTC Inc is best known as the parent company of Bitcoin Magazine and the organizer of The Bitcoin Conference, both staples in the cryptocurrency community.

Suggested Readings (News continues below)

Actress Brittany Curran Arrested for Public Intoxication and Safety Risk After Showing Up Confused at Police Station in Burbank California

Princesses Beatrice and Eugenie face royal scrutiny over past associations with Jeffrey Epstein in the United Kingdom

Dragonfly Capital Raises $650 Million to Invest in Blockchain Financial Infrastructure and Tokenized Real-World Assets Globally

Gordon and Tana Ramsay and Caroline Peaty

Tana Ramsay reveals what she told Adam Peaty’s estranged mother about her son and vulnerable daughter Holly ahead of Bath Abbey wedding amid family feud

UTXO Management GP advises 210k Capital, a hedge fund focused on Bitcoin and related digital assets.

By bringing these businesses together under Nakamoto, the company now unites Bitcoin media, capital advisory, and recurring cash-flow operations.

Management intends for these revenue streams to support ongoing Bitcoin accumulation and future acquisitions, effectively positioning Nakamoto as a public-market hub for Bitcoin-focused operations.

Expanding the Bitcoin Treasury Model

Nakamoto currently holds 5,398 BTC on its balance sheet, surpassing other public treasury companies like ProCap Financial, GameStop, and Gemini Space Station.

This acquisition aligns with its strategy to grow a corporate Bitcoin reserve while generating recurring cash flows from media and advisory services.

The company’s pivot to Bitcoin began after challenges in its previous healthcare business under the KindlyMD name, including poor share price performance and the need to rebrand.

The move reflects a broader trend of corporate treasuries adopting Bitcoin, though the strategy has faced headwinds from recent digital asset downturns.

Bitcoin’s price has dropped from around $126,000 to roughly $60,000 in recent months, stalling some corporate accumulation efforts.

Market Reaction and Strategic Implications

The all-stock acquisition may increase Nakamoto’s market influence in the Bitcoin ecosystem, but it comes with clear risks for shareholders.

The fixed $1.12 share price is more than triple the recent market value, leading to potential dilution concerns.

Investors are weighing whether combining media, event organization, and advisory functions under a single public company creates sustainable cash flow or just amplifies financial exposure during market volatility.

What’s Next?

Nakamoto is expected to focus on integrating BTC Inc and UTXO operations over the coming months while continuing to expand its Bitcoin holdings.

Analysts will be watching closely to see how revenue from media and advisory services can sustain the treasury strategy and whether the market responds positively to the larger, combined entity.

The company may also explore additional acquisitions in the Bitcoin ecosystem, potentially further consolidating media, advisory, and treasury services into a single public-market platform.

Summary

Nakamoto, formerly KindlyMD, has acquired BTC Inc and UTXO Management GP in an all-stock deal valued at $107.3 million, consolidating Bitcoin media, event, and advisory operations under one public company.

The transaction, structured through call options, introduces substantial dilution risks while strengthening Nakamoto’s position as a Bitcoin-focused corporate treasury.

The company currently holds 5,398 BTC, positioning it among the largest public Bitcoin treasury entities.