Nakamoto Inc. to acquire BTC Inc and UTXO Management in a deal worth $107.3 million

Nakamoto has signed agreements to acquire both BTC Inc. and UTXO Management GP, LLC., in order to create a system that attracts investors while also providing asset management services. 

The acquisition was completely funded by 363,589,816 shares of Nakamoto Inc.’s common stock. The total value of the transaction is approximately $107 million, according to the company’s statement. 

Nakamoto to acquire BTC and UTXO 

Nakamoto Inc. formally announced on Tuesday, February 17, 2026, that it has entered into definitive merger agreements to acquire BTC Inc and UTXO Management GP, LLC.

This acquisition is expected to be finalized within the first quarter of 2026, provided that all standard closing conditions are met.

Nakamoto Inc. previously had the option to acquire these companies through a Marketing Services Agreement (MSA) that was assumed during its merger with Nakamoto Holdings last year, and the company’s shareholders had already approved the terms of this option. 

Following the approval, the three companies worked together on several marketing projects. 

Nakamoto then exercised its option to buy BTC Inc, while BTC Inc simultaneously made use of its own option to bring UTXO Management into the fold. Because of previous approvals, no further shareholder vote is needed to complete the deal.

The transaction uses a set price of $1.12 per share, which was established in the original MSA. In total, securityholders for BTC Inc and UTXO Management will receive 363,589,816 shares of Nakamoto common stock. 

The shares were priced at $0.2951 when the market closed on February 13, 2026, so the combined value of these shares is roughly $107,295,354.

As of today, Nakamoto’s stock (NAKA) is trading around $0.30 per share.

BTC Inc is based in Nashville and owns 27 different media brands that reach a combined audience of about 6 million people through various social media platforms. BTC Inc is most famous for organizing The Bitcoin Conference and for owning Bitcoin Magazine. 

BTC Inc. also runs a platform called Bitcoin for Corporations that helps businesses adopt Bitcoin as a treasury asset. This division also maintains a five-year partnership with Strategy Inc. to provide educational content and networking events for corporate leaders.

UTXO Management acts as the advisor to 210k Capital, LP., a hedge fund that specializes in Bitcoin-related securities, derivatives, and private investments. 

Tyler Evans, who serves as the Chief Investment Officer for both Nakamoto and UTXO, noted that the goal is to use Nakamoto’s public platform to build up value across the entire Bitcoin ecosystem.

How will this acquisition change Nakamoto Inc.’s business model?

With the acquisition, Nakamoto Inc. is no longer a holding company but rather a diversified “Bitcoin operating company.” David Bailey, the company’s Chairman and CEO, explained that the vision is to own a portfolio of businesses that can grow alongside Bitcoin. 

By owning both the media that informs the community and the investment firm that funds new projects, Nakamoto creates what they call a “flywheel.”

In Nakamoto’s new model, BTC Inc will provide global distribution and reach to attract companies and investors. UTXO will then provide the financial expertise to help those investors and the company itself allocate capital efficiently. 

The profits from these businesses are expected to provide “recurring earnings” to strengthen Nakamoto’s balance sheet. The funds will be used for buying more Bitcoin and making more strategic acquisitions.

The Bitcoin treasury strategy has been adopted by many public firms, including Strategy Inc., which recently announced that it now holds 713,502 Bitcoins, which they acquired for about $54.26 billion. In 2025 alone, they raised $25.3 billion to buy more Bitcoin.

Other companies like Hyperscale Data, Inc. reported that its Bitcoin treasury reached over 600 Bitcoins, valued at approximately $41.3 million. Hyperscale Data noted that their Bitcoin and cash holdings now exceed their entire market capitalization by over 136%.

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