Merger Agreement and Financing Details
On May 12, 2025, KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare services provider, entered into a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company. The total financing for the transaction is $710 million, structured through a combination of a $510 million private placement in public equity (PIPE) at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028. The PIPE attracted over 200 global investors, while the convertible notes were solely purchased by YA II PN, Ltd., a fund managed by Yorkville Advisors. The combined company will focus on building a Bitcoin treasury. KindlyMD’s clinical operations, including four clinics in Utah offering integrated medical services, pain management, and mental health care, will continue under the management of Tim Pickett. Shares of KindlyMD will continue trading on Nasdaq under the symbol “KDLY” until a new ticker is announced.
Leadership and Strategic Vision
David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the combined entity. In a statement, 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. Our mission is simple: list these instruments on every major exchange in the world.” He added: “The financial institutions who defined their chapter in history have all carried the names of their founders: Medici, Rothschild, Morgan, Goldman. Today, we stake that legacy on Nakamoto.” The board will consist of six directors appointed by Nakamoto and one by KindlyMD. The merger is subject to KindlyMD shareholder approval and customary closing conditions. Additional details will be disclosed in a Form 8-K filed with the SEC.
Global Investor Roster
The PIPE round featured over 200 investors worldwide, including institutional names such as Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, VanEck, and Yorkville Advisors. Notable individuals include Adam Back (CEO of Blockstream), Balaji Srinivasan (former CTO of Coinbase), Danny Yang (founder of Blockcap), Eric Semler (CEO of Semler Scientific), Jihan Wu (co-founder of Bitmain), Ricardo Salinas (Mexican billionaire), and Simon Gerovich (CEO of Metaplanet). The convertible note purchaser was YA II PN, Ltd., managed by Yorkville Advisors.
Transaction Structure and Next Steps
The agreement includes the assumption of Nakamoto’s marketing services agreement with BTC Inc., which will provide marketing services related to Bitcoin treasury operations. KindlyMD’s clinical operations will maintain their current focus on reducing opioid use through integrated healthcare services. Bitcoin Magazine is published by BTC Inc., a subsidiary of Nakamoto Inc. (NASDAQ: NAKA). The transaction is expected to close after customary regulatory and shareholder approvals, with further terms available in the SEC filing. Analysts view this merger as a template for combining legacy businesses with Bitcoin treasury strategies, potentially accelerating similar deals in 2025 as corporate interest in digital assets grows.