Nakamoto Inc. (NASDAQ: NAKA) announced today 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 (collectively, the “Transaction”).
The Transaction is expected to close in the first quarter this year, subject to customary closing conditions, and will be financed entirely with Nakamoto common stock in accordance with Nakamoto’s call option under the Marketing Services Agreement (the “MSA”), using a price of $1.12 per share. 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. (“Nakamoto Holdings”).
The MSA, 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.
The Transaction is intended to further establish Nakamoto as a diversified Bitcoin operating company with a global brand, established distribution networks, and institutional capabilities across media, asset management, and advisory services. 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.
“Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one,” said David Bailey, Chairman and CEO of Nakamoto. “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.”
The Transaction will be financed entirely with Nakamoto common stock in accordance with Nakamoto’s call option under the MSA, using a price of $1.12 per share. BTC Inc and UTXO securityholders will receive, on a fully diluted basis, 363,589,816 shares of Nakamoto common stock, subject to customary purchase price adjustments at closing, The combined value of this consideration is $107,295,354, before any such customary purchase price adjustments, which is based on Nakamoto’s closing price on February 13, 2026, of $0.2951.
BTC Inc: The Global Leader in Bitcoin Media and Events
BTC Inc, headquartered in Nashville, is the one of the largest Bitcoin media companies in the world, based on event attendance, online audience, and brand portfolio. Its holdings include 27 media brands, reaching approximately 6 million people globally through its aggregated social media followers.
BTC Inc organizes The Bitcoin Conference, the largest Bitcoin event series in the U.S., Asia, Europe, and the Middle East, which hosted more than 67,000 attendees in 2025.
BTC Inc is also the parent company of Bitcoin Magazine, which was 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,” said Brandon Green, Chief Executive Officer of BTC. “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.”
UTXO: 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,” said Tyler Evans, Chief Investment Officer of Nakamoto and Chief Investment Officer of UTXO. “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.”
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, please visit nakamoto.com.
Bitcoin Magazine is published by BTC Inc. BTC Inc. has entered into an agreement to be acquired by Nakamoto Inc. (NASDAQ: NAKA); the transaction has not yet closed.
