Nakamoto Inc. (NASDAQ: NAKA) has signed definitive agreements to acquire BTC Inc, a global Bitcoin-focused media and events company, and UTXO Management GP, LLC, an investment firm focused on Bitcoin-related companies. The transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.
The acquisition follows previously disclosed arrangements tied to Nakamoto’s earlier merger with Nakamoto Holdings, Inc. Under a Marketing Services Agreement that had been publicly filed and approved by shareholders, Nakamoto held a call option to acquire BTC Inc, which in turn had a call option to acquire UTXO. Both options were exercised concurrently with the signing of the merger agreements. No additional shareholder approval is required to complete the deal.
The transaction will be financed entirely through the issuance of Nakamoto common stock. BTC Inc and UTXO securityholders are set to receive 363,589,816 shares of Nakamoto common stock on a fully diluted basis, subject to customary purchase price adjustments. The consideration is valued at approximately $107.3 million, based on Nakamoto’s closing share price of $0.2951 on February 13, 2026. The share issuance is calculated at $1.12 per share under the call option framework.
The acquisition marks a strategic expansion for Nakamoto as it seeks to build a diversified portfolio of Bitcoin-native businesses across media, asset management, and advisory services. The company has stated that BTC Inc and UTXO are expected to contribute recurring earnings, strengthen its balance sheet, and support growth initiatives, including further Bitcoin accumulation and strategic acquisitions.
BTC Inc’s Global Bitcoin Media Platform
Headquartered in Nashville, BTC Inc operates what it describes as the largest Bitcoin media and events platform globally, based on event attendance, online audience, and brand portfolio. The company manages 27 media brands with a combined social media following of approximately 6 million.
BTC Inc organizes The Bitcoin Conference, which hosted around 67,000 attendees in 2025 across events in the United States, Asia, Europe, and the Middle East. It is also the parent company of Bitcoin Magazine, first published in May 2012 and widely regarded as one of the longest-running Bitcoin-focused publications.
In addition, BTC Inc operates Bitcoin for Corporations, a membership-based platform that supports companies adopting Bitcoin as a treasury asset. The initiative currently includes more than 40 member companies and maintains a five-year brand partnership with Strategy Inc. for networking events and educational programming.
UTXO’s Bitcoin-Focused Investment Strategy
UTXO serves as adviser to 210k Capital, LP, a hedge fund focused on Bitcoin, Bitcoin-related securities, and derivatives. The firm allocates capital across public and private market opportunities within the Bitcoin ecosystem.
The integration of UTXO into Nakamoto is positioned as a move to strengthen institutional investment capabilities within the broader Bitcoin economy. By combining media distribution, capital markets expertise, and advisory services, the company aims to create a vertically integrated Bitcoin operating platform.
Upon completion, the combined entity is expected to operate across global markets with established distribution networks and institutional capabilities spanning media, asset management, and advisory services.
The transaction reflects continued consolidation within the digital asset ecosystem, as publicly listed firms seek to integrate infrastructure, media, and capital allocation strategies under unified platforms.
