Nakamoto Inc to Acquire Bitcoin Inc in All-Stock Deal

Key Highlights

• Nakamoto Inc. has unveiled its plan to acquire BTC Inc. and UTXO Management in an all-stock transaction agreement 
• The deal is valued at approximately $107.3 million, with BTC Inc. and UTXO securityholders receiving over 363 million shares of Nakamoto common stock at a fixed price of $1.12 per share
• The acquisition is expected to be completed in the first quarter of 2026, with regulatory approval 

On February 17, Nakamoto Inc, the leading Bitcoin holding company, revealed its plan to acquire BTC Inc and UTXO Management in an all-stock transaction. 

Nakamoto Inc. Plans to Execute $107.3 Million Deal in All-Stock Transaction

The cumulative value of the all-stock transaction is around $107.3 million. The deal will provide the owners of BTC Inc. and UTXO a total of 363,589,816 shares of Nakamoto Inc common stock. The price is set at $1.12 per share based on earlier option agreements. This price is much higher than Nakamoto’s recent closing price of $0.2951 on February 13, 2026. 

The acquisition is expected to be completed in the first quarter of 2026. However, the deal is still waiting for regulatory approval, and it will have to meet standard conditions. 

David Bailey, Chairman and CEO of Nakamoto Inc, stated in the press release, “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.”

This purchase comes from options that were part of a Marketing Services Agreement. Nakamoto Inc took over this agreement when it merged with Nakamoto Holdings in 2025. At the time of writing this, the company holds around 5,398 Bitcoins. 

BTC Inc is located in Nashville which operates 27 media brands that reach about 6 million people around the world through social media. BTC Inc is a leading provider of Bitcoin-related media and events, which is also the parent company of Bitcoin Magazine and the Bitcoin Conference. 

UTXO Management is an investment company that focuses on Bitcoin-related assets. It is an adviser of 210k Capital, LP, a hedge fund that invests in Bitcoin securities and derivatives in both public and private markets. 

Brandon Green, Chief Executive Officer of BTC Inc, said, “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.”

Tyler Evans, Chief Investment Officer of Nakamoto and Chief Investment Officer of UTXO, said, “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.”

Also Read: Global Asian Food Giant DDC Expands Bitcoin Treasury to Over 2000 BTC