$107M Stock-Based Merger: Nakamoto Set to Take Over BTC Inc and UTXO
In a comprehensive all-stock transaction, Nakamoto plans to take control of BTC Inc and UTXO, bringing together Bitcoin-focused media operations, conference organization, and asset management within a single Nasdaq-traded entity.
The Bitcoin treasury company Nakamoto, previously operating under the name KindlyMD, has entered into binding agreements to take ownership of both BTC Inc and UTXO Management GP, marking a significant step forward in its strategy to construct a Bitcoin-focused operational enterprise.
The acquisition will be funded exclusively through the issuance of Nakamoto's common stock, utilizing a pre-existing call option mechanism embedded within a Marketing Services Agreement (MSA) previously established with BTC Inc. This MSA provided Nakamoto with the authority to purchase BTC Inc, which itself possessed a call option enabling it to acquire UTXO, according to the company's Tuesday disclosure.
According to the agreement's provisions, shareholders of BTC Inc and UTXO are set to receive a total of 363,589,816 shares of Nakamoto common stock calculated on a fully diluted basis.
The call option framework establishes a share price of $1.12 for the transaction. When measured against Nakamoto's Friday session closing price of $0.2951 per share, the total transaction value reaches approximately $107.3 million, prior to any potential adjustments.
This transaction brings together Bitcoin (BTC) media operations, conference activities, and capital deployment strategies beneath a single publicly traded umbrella. BTC Inc serves as the corporate parent of Bitcoin Magazine and acts as the organizing force behind The Bitcoin Conference, whereas UTXO provides advisory services to 210k Capital, a hedge fund concentrated on Bitcoin and associated securities.
The entirely stock-based transaction structure utilizing a locked-in price of $1.12 per share stands significantly above Nakamoto's current trading levels hovering around $0.30, suggesting considerable dilution for current shareholders and prompting questions regarding valuation methodology. Nakamoto's share price declined in the aftermath of the announcement.
Expanding the Bitcoin treasury model
Company leadership has characterized BTC Inc and UTXO as enterprises generating consistent cash flow that can facilitate continued Bitcoin accumulation efforts and support future acquisition activities, in essence establishing a publicly traded vehicle encompassing media production, asset management capabilities, and advisory services all connected to Bitcoin.
Based on available industry data, Nakamoto maintains a position of 5,398 BTC within its corporate balance sheet, positioning the company ahead of ProCap Financial, GameStop and Gemini Space Station when compared to other publicly listed Bitcoin treasury companies.
The organization's strategic shift toward Bitcoin occurred following difficulties encountered in its prior healthcare-oriented business operations under the KindlyMD identity, which included disappointing stock performance and a strategic realignment executed prior to the company's rebranding effort.
The Bitcoin treasury business model has encountered headwinds during recent months as the digital asset sector experienced a dramatic decline, with Bitcoin losing more than half its value, dropping to the $60,000 range from approximately $126,000. According to Cointelegraph's reporting, corporate treasury adoption experienced a slowdown during the fourth quarter as the downturn intensified.