KindlyMD, Inc. (NASDAQ: KDLY), a healthcare services provider based in Utah, has signed a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company. The transaction was announced on May 12, 2025, and its defining feature is the attempt to combine a traditional operating business with a capital-markets strategy centered on Bitcoin. Rather than fully replacing KindlyMD’s existing healthcare model, the plan is to keep the clinical business running while using the public company structure to launch a Bitcoin treasury platform.
The financing package behind the deal is substantial. In total, the transaction includes $710 million in funding. That consists of $510 million raised through a private investment in public equity, or PIPE, priced at $1.12 per share, plus $200 million in senior secured convertible notes that mature in 2028. This structure gives the combined company both equity capital and structured debt capital as it moves to establish a Bitcoin treasury strategy.
The merger structure between Nakamoto and KindlyMD
The merger stands out because it ties together a listed healthcare provider and a company built around a Bitcoin-first capital strategy. Under the agreement, KindlyMD remains the public company base for now, and its shares will continue trading on Nasdaq under the ticker KDLY until a new ticker symbol is announced. In practice, that means the listed shell stays in place while the strategic identity of the combined entity shifts much more heavily toward Bitcoin treasury operations.
The stated goal is to create a publicly traded company focused on building a Bitcoin treasury strategy. In this context, “treasury” means more than simply holding BTC on a balance sheet. The broader concept is to embed Bitcoin exposure into the architecture of a public company and to connect that exposure to more familiar financial instruments used in equity and debt markets. The announcement clearly frames the merged entity as a vehicle for bringing Bitcoin into mainstream capital-market structures.
Leadership roles have already been defined. David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the combined company. At the same time, Tim Pickett will continue to manage KindlyMD’s healthcare business. KindlyMD currently operates four clinics in Utah, offering integrated medical services, pain management, and mental health care, so the transaction does not imply an immediate shutdown or abandonment of the company’s existing clinical operations.
How the $710 million financing is structured
A major reason this transaction has attracted attention is the size and composition of its financing package. According to the announcement, the capital stack is divided into two parts. First, the company raised $510 million through a PIPE, a private placement into a public company, at a price of $1.12 per share. Second, it secured $200 million in senior secured convertible notes that will mature in 2028. This blend of common equity financing and convertible debt gives the merged company flexibility as it prepares to execute a Bitcoin treasury strategy.
From a capital-markets perspective, PIPE investors are effectively backing the future strategic direction of the combined company before that direction is fully expressed in the public market. Convertible note financing, by contrast, can offer downside protection and additional optionality to the lender or purchaser. In this case, YA II PN, Ltd., an investment fund managed by Yorkville Advisors, was the sole purchaser of the convertible notes. That makes the debt side of the transaction more concentrated than the equity side.
If the merger closes as planned, the financing is expected to provide the initial capital base for the Bitcoin treasury strategy. The source article does not specify how much Bitcoin the company intends to acquire, nor does it outline the timing or execution plan for any BTC purchases. Even so, the scale of the financing and the language used by management indicate that this is meant to be a foundational corporate strategy rather than a symbolic balance-sheet allocation.
David Bailey’s vision for Bitcoin in global capital markets
David Bailey’s own comments make the ambition of the project unusually explicit. He said Nakamoto’s vision is to bring Bitcoin “to the center of global capital markets,” packaging it into equity, debt, preferred shares, and new hybrid structures that every investor can understand and own. He added that Nakamoto’s mission is simple: to list these instruments on every major exchange in the world.
That statement suggests Nakamoto does not want to be seen merely as another public company that owns BTC. Instead, it is presenting itself as a platform for financial engineering around Bitcoin exposure. The idea is to use public-company structures, securities issuance, and exchange listings to translate Bitcoin into formats that are more familiar to traditional investors. For investors who are comfortable buying stocks, bonds, or preferred shares but not comfortable managing wallets, private keys, or direct on-chain exposure, that model could be positioned as a bridge.
Bailey went even further, describing Nakamoto as the “first publicly traded conglomerate” designed to accelerate that future. He invoked the legacy of financial institutions associated with family names such as Medici, Rothschild, Morgan, and Goldman, and said that today he is staking that legacy on the name Nakamoto. Whether or not the market ultimately embraces that framing, the branding and strategic intent are unmistakable: Nakamoto wants to become a flagship Bitcoin-focused capital-markets holding company.
More than 200 investors joined the financing round
The PIPE financing reportedly attracted more than 200 investors globally, spanning both institutions and individuals. On the institutional side, the named participants include Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors. That list is notable because it combines crypto-native funds, venture-style investors, and firms with broader asset-management recognition.
The roster of individual participants is also prominent. The announcement names Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler — identified as CEO of Semler Scientific — as well as Jihan Wu, Ricardo Salinas, and Simon Gerovich, who is identified as CEO of Metaplanet. These names come from different parts of the Bitcoin and digital-asset ecosystem, including technology, entrepreneurship, treasury strategy, and public-market corporate adoption.
Yorkville Advisors appears in more than one capacity. Not only was it listed among the institutional investors participating in the financing, but its managed fund YA II PN, Ltd. was also the sole purchaser of the senior secured convertible notes. The source text does not disclose individual investment sizes, so it would be inappropriate to infer exact influence from ticket size alone. Still, Yorkville’s presence on both the equity and debt side makes it one of the more structurally important participants in the deal.
Governance and the future of KindlyMD’s healthcare operations
Governance details suggest that strategic control after closing will lean heavily toward Nakamoto. The combined company’s board will consist of seven directors, with six appointed by Nakamoto and one appointed by KindlyMD. That distribution makes it clear which side is expected to drive corporate strategy once the transaction is completed.
At the same time, the source article emphasizes continuity in the healthcare business. Tim Pickett will remain responsible for KindlyMD’s medical operations, and the company’s clinics will continue focusing on reducing opioid use through integrated healthcare services. KindlyMD’s existing platform includes four clinics in Utah that provide integrated medical care, pain management, and mental health services.
As a result, the post-merger company appears set to operate along two parallel tracks. One track is the ongoing healthcare services business. The other is a Bitcoin treasury and capital-markets strategy built around the public-company structure. That combination is unusual in listed markets, and it is likely to draw attention because it merges an operating healthcare business with a high-profile digital-asset treasury narrative.
Closing conditions, SEC disclosures, and related agreements
The transaction has not yet fully closed. According to the announcement, it still requires approval from KindlyMD shareholders and remains subject to customary closing conditions. So while the agreement has been signed and the financing package has been announced, the merger still depends on the successful completion of the normal legal and corporate approval process.
Additional details will be disclosed in a Current Report on Form 8-K to be filed with the U.S. Securities and Exchange Commission (SEC). For investors following public-company Bitcoin treasury strategies, the 8-K filing will likely be one of the most important documents for understanding transaction mechanics, governance terms, financing obligations, and risk factors.
The deal also includes the assumption of Nakamoto’s marketing services agreement with BTC Inc. Under that arrangement, BTC Inc. will provide marketing services related to Bitcoin treasury operations. The source article also includes a disclosure note stating that Bitcoin Magazine is published by BTC Inc., a subsidiary of Nakamoto Inc. (NASDAQ: NAKA). That relationship helps explain the corporate links between the parties and the media entity reporting on the transaction.