Nakamoto Inc. Signs Definitive Agreements to Acquire BTC Inc and UTXO Management
NASHVILLE, Tenn. — Nakamoto Inc. (NASDAQ: NAKA) 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. 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. 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. 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. 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 & CEO, Nakamoto Inc.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.
Transaction Overview
BTC Inc: The Global Leader in Bitcoin Media and Events
Headquartered in Nashville, BTC Inc is the largest Bitcoin media company in the world, based on event attendance, online audience, and brand portfolio. BTC Inc’s portfolio spans 27 media brands, reaching approximately 6 million people globally through its aggregated social media followers.
BTC Inc is the organizer of The Bitcoin Conference, the largest Bitcoin event series across the United States, Asia, Europe, and the Middle East, which hosted approximately 67,000 attendees in 2025. BTC Inc is also the parent company of Bitcoin Magazine, first published in May 2012, establishing the publication as the longest-running source of Bitcoin news, information, and expert commentary.
BTC Inc also operates Bitcoin for Corporations, a membership-based platform for companies adopting Bitcoin as a strategic treasury asset, which currently hosts over 40 member companies and has a 5-year brand partnership with Strategy Inc. for hosting networking events and educational content.
“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, BTC IncUTXO: Investing in Bitcoin Acceleration
UTXO is the adviser to 210k Capital, LP, a hedge fund focused on Bitcoin, Bitcoin-related securities, and derivatives. The investment team leverages extensive experience in the Bitcoin ecosystem to allocate capital across public and private market opportunities.
“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, CIO, Nakamoto Inc. & UTXOMore information about the transaction can be found on the Nakamoto Investor Relations site.
Additional Transaction Details
A Special Committee of independent directors of Nakamoto’s Board of Directors was formed to review, evaluate, and negotiate the Transaction. The Special Committee retained B. Riley Securities, Inc. as the independent financial advisor and fairness opinion provider, and Simpson Thacher & Bartlett LLP as independent legal counsel.
Nakamoto was advised by TD Securities (USA) LLC as its financial advisor and Reed Smith LLP as legal counsel. BTC Inc was advised by Bradley Arant Boult Cummings LLP and UTXO was advised by Haynes and Boone, LLP, in each case acting as legal counsel to the respective parties.
About Nakamoto Inc.
Nakamoto Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media and information, asset management, and advisory services. For more information, visit nakamoto.com.
Contacts
Forward-Looking Statements
All statements, other than statements of historical fact, included in this press release that address activities, events or developments that Nakamoto expects, believes or anticipates will or may occur in the future are forward-looking statements, as defined under U.S. federal securities laws. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts, including, without limitation, statements about expectations regarding anticipated synergies, cross-selling opportunities, operational plans, market expansion, the long-term strategic impact or anticipated effects of the Transaction, financial projections of BTC Inc and/or UTXO, the timing of closing of the Transaction, Bitcoin-related strategies, Bitcoin treasury management activities, and Nakamoto’s anticipated holding of Bitcoin as part of its corporate treasury.
Such forward-looking statements are inherently uncertain and involve numerous assumptions and risks. There are a number of risks and uncertainties that could cause actual results to differ materially from the forward-looking statements included in this communication. Factors that could cause actual results to differ include, but are not limited to: the acquisition of BTC Inc or UTXO may not provide the benefits anticipated; inability to successfully cross-sell business between existing customers; the effect of the announcement on business relationships and performance; the acquisition may not be closed in a timely manner or at all; difficulties with integration or unanticipated costs; Bitcoin market volatility; and other important factors detailed in Nakamoto’s SEC filings available at www.sec.gov.
All forward-looking statements are based on assumptions that Nakamoto believes to be reasonable but that may not prove to be accurate. Any forward-looking statement speaks only as of the date on which such statement is made, and Nakamoto does not undertake any obligation to correct or update any forward-looking statement, except as required by applicable law. Nothing contained herein constitutes an offer to buy or sell securities of Nakamoto or any other party, nor does it constitute a solicitation of any proxy or vote. Past performance is not indicative of future results.
