Nakamoto Completes Expansion Strategy with Acquisition of BTC Inc and UTXO Management

Nakamoto Inc. (NASDAQ: NAKA) has announced the signing of legally binding merger agreements to acquire BTC Inc, a leading company in bitcoin-related media and events, along with UTXO Management GP, LLC. This move marks an important step in Nakamoto’s plan to build a diverse and global bitcoin business portfolio.

The transaction is expected to close in the first quarter of 2026, after satisfying customary closing conditions. With financial commitments and legal agreements in place, Nakamoto is now ready to integrate these two business assets into its current organizational structure.

Transaction Valued at Over $107 Million – Clear Financial Structure

The entire deal will be funded with Nakamoto common stock at $1.12 per share. Specifically, 363,589,816 shares will be issued, representing a total value of approximately $107,295,354 before potential adjustments. This structure allows Nakamoto to expand operations without putting pressure on cash reserves and enables the selling parties to retain long-term interests in the company’s growth.

No additional shareholder approval is needed to complete the transaction, as these purchase rights have already been approved by shareholders as part of the merger with Nakamoto Holdings last year.

BTC Inc and UTXO – Two Pillars of a Comprehensive Bitcoin Strategy

BTC Inc has established a leading global position in bitcoin media and industry event organization. The company provides a platform for leaders, investors, and enthusiasts to connect, learn, and share ideas.

UTXO Management acts as an advisor to 210k Capital, LP—a hedge fund focused on bitcoin, bitcoin-related securities, and derivatives. UTXO’s investment team leverages extensive experience within the bitcoin ecosystem to allocate capital across opportunities in both public and private markets.

Global Vision: From Media to Asset Management

David Bailey, Chairman and CEO of Nakamoto, shared the strategic vision behind this transaction: “Integrating BTC Inc and UTXO into Nakamoto has been part of our vision from day one. We intend to operate a portfolio of companies in media, asset management, and consulting services that can grow alongside the long-term expansion of bitcoin. This transaction marks the first step in building the company we aim to become.”

Through this combination, Nakamoto aims to: generate stable revenue streams through media and asset management services; capitalize on cross-business opportunities between its existing customer base and the products/services of BTC Inc and UTXO; and strengthen its global market position within the bitcoin ecosystem.

UTXO’s Role: Accelerating Bitcoin Investment Opportunities

Tyler Evans, Nakamoto’s Chief Investment Officer and also UTXO’s CIO, emphasized the potential of this partnership: “UTXO was founded to support developers and companies shaping the bitcoin economy. Using Nakamoto’s strong public platform and capital resources, we see significant opportunities to increase value across the bitcoin ecosystem and reinforce bitcoin’s role as a foundational asset in modern capital markets.”

Governance and Expert Advisory

To ensure fairness and transparency, an Independent Special Committee of board members has been established to review, evaluate, and negotiate the transaction. This committee is supported by leading industry advisors: B. Riley Securities, Inc. as independent financial advisor providing fairness opinions; Simpson Thacher & Bartlett LLP as independent legal counsel.

Nakamoto is advised by TD Securities (USA) LLC (financial advisor) and Reed Smith LLP (legal counsel). BTC Inc is supported by Bradley Arant Boult Cummings LLP, and UTXO by Haynes and Boone, LLP, each serving as legal counsel for their respective parties.

Timeline and Key Milestones Ahead

The transaction is expected to close in Q1 2026. Post-closing, key steps will include integrating BTC Inc and UTXO into Nakamoto’s operations, implementing cross-business strategies, and exploring potential additional acquisitions for the bitcoin fund.

Investors and stakeholders are encouraged to follow official releases from Nakamoto for updates on integration progress, financial performance of BTC Inc and UTXO, and other strategic developments related to the bitcoin portfolio.

About Nakamoto Inc.

Nakamoto Inc. (NASDAQ: NAKA) is a bitcoin holding and operating company with a global portfolio of native bitcoin businesses, including media and information, asset management, and consulting services. The company is committed to building sustainable, long-term growth within the bitcoin ecosystem.

Note on Forward-Looking Statements: Statements regarding expected benefits of the merger, cross-business opportunities, operational plans, market expansion, and strategic impact are forward-looking. These statements are subject to significant risks and uncertainties that could cause actual results to differ materially. Factors such as profitability sustainability, success of cross-business initiatives, bitcoin market volatility, and macroeconomic conditions may affect the transaction outcomes. Readers are cautioned not to rely heavily on these forward-looking statements.