Nakamoto Inc. (NASDAQ: NAKA) today announced it has entered into definitive merger agreements to acquire BTC Inc, a prominent provider of Bitcoin-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm specializing in private and public Bitcoin companies. This strategic Transaction, expected to conclude in the first quarter of this year, aims to solidify Nakamoto’s position as a diversified Bitcoin operating company. The acquisition is designed to integrate global brand recognition, established distribution networks, and robust institutional capabilities across media, asset management, and advisory services.

The financing for the Transaction will be executed entirely through Nakamoto common stock, utilizing a price of $1.12 per share, consistent with Nakamoto’s call option under the previously approved Marketing Services Agreement (MSA). This option, encompassing both BTC Inc and UTXO (via BTC Inc’s call option with UTXO), was initially disclosed during Nakamoto’s proposed merger with Nakamoto Holdings, Inc. Following shareholder approval of the MSA, Nakamoto, BTC Inc, and UTXO engaged in extensive joint marketing campaigns across BTC Inc’s diverse media and event platforms. Nakamoto formally exercised its call option with BTC Inc, which concurrently exercised its call option with UTXO, upon the signing of the merger agreements.

This consolidation is poised to significantly strengthen Nakamoto’s balance sheet with recurring earnings from BTC Inc and UTXO, thereby fueling growth initiatives such as further Bitcoin accumulation and strategic acquisitions. David Bailey, Chairman and CEO of Nakamoto, expressed the long-held vision behind this move: “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.” He emphasized that BTC Inc and UTXO are global leaders in their respective fields, marking this transaction as a foundational step for the company’s future.

BTC Inc, headquartered in Nashville, stands as one of the world’s largest Bitcoin media companies, distinguished by its event attendance, expansive online audience, and comprehensive brand portfolio. It oversees 27 media brands, collectively reaching approximately 6 million people globally through aggregated social media channels. BTC Inc is also the orchestrator of The Bitcoin Conference, recognized as the largest Bitcoin event series, with successful stagings across the U.S., Asia, Europe, and the Middle East, drawing over 67,000 attendees in 2025. Furthermore, it is the parent company of Bitcoin Magazine, established in May 2012, making it the longest-running source for Bitcoin news, information, and expert commentary.

Beyond its core media and events, BTC Inc operates Bitcoin for Corporations, a membership-based platform designed for companies strategically integrating Bitcoin into their treasury assets. This platform currently serves over 40 member companies and maintains a five-year brand partnership with Strategy Inc. for hosting networking events and developing educational content. Brandon Green, CEO of BTC, articulated the company’s decade-long commitment to informing and advancing the global Bitcoin community, viewing the merger with Nakamoto as a pivotal opportunity to expand reach, deepen engagement, and facilitate Bitcoin’s growth across both enterprise and investor sectors.

UTXO Management GP, LLC plays a crucial role as an investment firm dedicated to Bitcoin companies in both private and public markets. It serves as the adviser to 210k Capital, LP, a hedge fund with a focused mandate on Bitcoin, Bitcoin-related securities, and derivatives. The investment team at UTXO is renowned for its extensive experience within the Bitcoin ecosystem, enabling astute capital allocation across diverse market opportunities. Tyler Evans, who holds dual roles as Chief Investment Officer of Nakamoto and UTXO, highlighted UTXO’s founding principle: “UTXO was founded to back the builders and companies shaping the Bitcoin economy.” He sees a powerful synergy in leveraging Nakamoto’s public platform and robust treasury to compound value across the Bitcoin ecosystem and solidify Bitcoin’s fundamental role in modern capital markets.

The financial consideration for BTC Inc and UTXO securityholders involves receiving 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 this consideration is estimated at $107,295,354, prior to any adjustments, a figure based on Nakamoto’s closing price of $0.2951 on February 13, 2026. This significant acquisition underscores Nakamoto Inc.’s commitment to its mission as a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises, spanning media and information, asset management, and advisory services.