Merger Overview: KindlyMD and Nakamoto Holdings Join Forces to Create Bitcoin Treasury Public Company
On May 12, 2025, KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare services provider, signed a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company. The transaction carries total financing of $710 million, raised through a combination of private placement in public equity (PIPE) and convertible notes. The resulting entity will be a publicly traded company with a core strategy of establishing a Bitcoin treasury, aiming to bring Bitcoin to the center of global capital markets.
David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the combined company. Tim Pickett will continue managing KindlyMD's healthcare operations, which include four clinics across Utah providing integrated medical services, pain management, and mental health care.
Financing Structure: $510 Million PIPE and $200 Million Convertible Notes
The financing is structured in two parts: $510 million raised through a 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 investors globally, reflecting strong market interest in the Bitcoin treasury strategy.
The sole purchaser of the convertible notes was YA II PN, Ltd., an investment fund managed by Yorkville Advisors. These funds will support the company's future Bitcoin acquisitions and operational expansion.
All-Star Investor Lineup: Over 200 Global Participants
The PIPE investor list reads like a who's who of the crypto and traditional finance world. Institutional investors include Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors. Notable individual investors include Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Jihan Wu, Ricardo Salinas, and Simon Gerovich (CEO of Metaplanet).
The participation of these highly influential figures in the Bitcoin and crypto space further underscores the significance of this merger.
Corporate Governance and Future Plans: David Bailey at the Helm, Shared Bitcoin Vision
Under the agreement, the combined company's board will consist of six directors appointed by Nakamoto and one by KindlyMD. The shares will continue trading on Nasdaq under the symbol "KDLY" until a new ticker symbol is announced. The transaction includes the assumption of Nakamoto's marketing services agreement with BTC Inc., which will provide marketing services related to Bitcoin treasury operations.
David Bailey stated, "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, "Nakamoto is building the first publicly traded conglomerate designed to accelerate that future. 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."
Meanwhile, KindlyMD's clinical operations will maintain their current focus on reducing opioid use through integrated healthcare services.
Transaction Conditions and Next Steps
The merger requires KindlyMD shareholder approval and is subject to customary closing conditions. Additional transaction details will be available in a Current Report on Form 8-K to be filed with the SEC. Notably, Bitcoin Magazine is published by BTC Inc., a subsidiary of Nakamoto Inc. (NASDAQ: NAKA), further highlighting the interconnected nature of this consolidation.
As Bitcoin treasury strategies gain traction among corporations, the KindlyMD-Nakamoto merger could herald a new wave of publicly traded companies adopting Bitcoin as a core financial asset.