Nakamoto Inc. (NASDAQ: NAKA) today announced the successful completion of its previously disclosed merger agreements for the acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO”). This significant transaction was structured entirely through the issuance of Nakamoto common stock. Securityholders of BTC Inc. and UTXO collectively received 364,795,104 shares of Nakamoto stock, which, based on Nakamoto’s closing price of $0.248 on February 19, 2026, represents a combined value of $81,632,852.

A recent Form 8-K filing by Nakamoto revealed the strong financial performance of the two acquired businesses. For the 12-month period ending September 30, 2025, BTC Inc. and UTXO reported a combined revenue of $80.5 million, $34.2 million in Earnings Before Interest, Taxes, and Amortization (EBITDA), and a net income of $40.1 million. The completion of this deal aligns with the terms of Nakamoto’s call option under its existing Marketing Services Agreement, which had received prior approval from its shareholders.

BTC Inc. is recognized as a global Bitcoin media company and is the publisher of Bitcoin Magazine, one of the longest-running publications dedicated to the cryptocurrency industry. Furthermore, BTC Inc. is responsible for organizing The Bitcoin Conference, a series of influential events held across the U.S., Asia, Europe, and the Middle East, which successfully attracted over 67,000 attendees in 2025. The company also manages Bitcoin for Corporations, a specialized membership platform designed for enterprises that utilize Bitcoin as a treasury asset.

UTXO Management GP, LLC operates as an adviser to a hedge fund with a primary focus on Bitcoin and related investments. Its expert team is responsible for allocating capital across both public and private markets within the broader Bitcoin ecosystem. The integration of UTXO is expected to significantly enhance Nakamoto’s existing investment and advisory capabilities, providing a more comprehensive offering in the digital asset space.

David Bailey, Chairman and CEO of Nakamoto Inc., earlier articulated that these acquisitions are pivotal to the company’s strategic vision of operating a diverse portfolio of companies encompassing media, asset management, and advisory services. Bailey underscored that BTC Inc. and UTXO contribute valuable recurring earnings and institutional capabilities, which are essential in bolstering Nakamoto’s growth strategy. Brandon Green, CEO of BTC Inc., added that joining Nakamoto will facilitate the scaling of their media and event platforms, thereby extending their reach to a wider audience of companies and investors engaged with Bitcoin. Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, further noted that this synergistic combination provides an opportunity to reinforce Bitcoin’s integral role in modern capital markets and to develop innovative new investment strategies.

With these key acquisitions now finalized, Nakamoto operates a diversified portfolio of Bitcoin-native enterprises that span media, events, asset management, and advisory services. The company plans to leverage this newly consolidated platform for future strategic initiatives, including further Bitcoin accumulation and potential additional acquisitions, thereby solidifying its position as a key player in the evolving Bitcoin ecosystem.