Acquisition Closed: All-Stock Deal Details and Financials
Nakamoto Inc. (NASDAQ: NAKA) announced today that it has completed its acquisitions of BTC Inc. and UTXO Management GP, LLC (“UTXO”), finalizing merger agreements previously announced earlier this month. The transaction was structured entirely through the issuance of Nakamoto common stock. BTC Inc. and UTXO securityholders received 364,795,104 shares of Nakamoto stock, at a combined value of $81,632,852 based on Nakamoto’s closing price on February 19, 2026, of $0.248. In a Form 8-K filing yesterday, Nakamoto disclosed that the two businesses reported combined revenue of $80.5 million, $34.2 million in EBITDA, and $40.1 million in net income for the 12-month period ending September 30, 2025. The deal followed the terms of Nakamoto’s call option under its Marketing Services Agreement, previously approved by shareholders.
Acquired Entities: Bitcoin Media and Asset Management
BTC Inc. is a global Bitcoin media company that produces Bitcoin Magazine, one of the longest-running publications covering the cryptocurrency industry. The company also organizes The Bitcoin Conference, a series of events held across the U.S., Asia, Europe, and the Middle East, which attracted over 67,000 attendees in 2025. BTC Inc. also operates Bitcoin for Corporations, a membership platform for companies using Bitcoin as a treasury asset. UTXO Management serves as an adviser to a hedge fund focused on Bitcoin and related investments. Its team allocates capital across public and private markets in the Bitcoin ecosystem. The firm’s integration into Nakamoto expands the company’s investment and advisory capabilities.
Management Outlook: Building a Bitcoin-Native Enterprise Portfolio
David Bailey, Chairman and CEO of Nakamoto Inc., said earlier this week that the “acquisition aligns with our plan to operate a portfolio of companies across media, asset management, and advisory services. BTC Inc. and UTXO provide recurring earnings and institutional capabilities that support our growth strategy.” Brandon Green, CEO of BTC Inc., added, “Joining Nakamoto allows us to scale our media and event platforms and extend our reach to a wider audience of companies and investors in Bitcoin.” Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, said the combination provides an opportunity to reinforce Bitcoin’s role in modern capital markets and to develop new investment strategies. With the acquisition complete, Nakamoto now operates a diversified portfolio of Bitcoin-native enterprises spanning media, events, asset management, and advisory services. The company intends to use the combined platform for future strategic initiatives, including additional Bitcoin accumulation and potential acquisitions.
Bitcoin Magazine is published by BTC Inc., a subsidiary of Nakamoto Inc. (NASDAQ: NAKA)