Nakamoto Inc. (NASDAQ: NAKA) has announced the successful completion of its previously disclosed acquisitions of BTC Inc, a prominent provider of Bitcoin-related media and events, and UTXO Management GP, LLC, an investment firm specializing in private and public Bitcoin companies.
The transaction, which involved the satisfaction of customary closing conditions, positions BTC Inc and UTXO as wholly owned subsidiaries of Nakamoto. The consideration for the acquisition consisted solely of Nakamoto common stock and assumed options to purchase Nakamoto common stock. Securityholders of BTC Inc and UTXO received 364,795,104 shares of Nakamoto common stock, on a fully diluted basis, valued at $81,632,852, net of aggregate strike prices for assumed options. This valuation was based on Nakamoto’s closing price of $0.248 on February 19, 2026.
Nakamoto Inc., based in Nashville, Tenn., now operates an integrated portfolio of Bitcoin-native enterprises, encompassing media and information, finance and asset management, and advisory and consulting services. Based on preliminary unaudited results for the 12-month period ending September 30, 2025, BTC Inc and UTXO collectively generated approximately $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income, after intercompany eliminations.
BTC Inc has established itself as a leading Bitcoin media company globally, evidenced by its event attendance, online audience, and brand portfolio. Its operations include 27 media brands that reach an estimated 6 million individuals worldwide through aggregated social media channels. BTC Inc is the organizer of The Bitcoin Conference, an event series held across the United States, Asia, Europe, and the Middle East, which attracted approximately 67,000 attendees in 2025. Additionally, the company is the parent of Bitcoin Magazine, launched in May 2012, recognized as the longest-running source for Bitcoin news and commentary. BTC Inc also manages Bitcoin for Corporations, a membership platform for entities integrating Bitcoin into their treasury strategies, which currently serves over 40 member companies and maintains a five-year brand partnership with Strategy Inc. for networking and educational content. For the 12 months ended September 30, 2025, BTC Inc reported preliminary unaudited figures of approximately $65.3 million in revenue, $20.6 million in EBITDA, and $26.5 million in net income.
UTXO Management GP, LLC focuses on investing in Bitcoin-related opportunities. The firm acts as an adviser to 210k Capital, LP, a hedge fund dedicated to Bitcoin, Bitcoin-related securities, and derivatives. Its investment team leverages specific experience within the Bitcoin ecosystem to deploy capital across public and private market ventures. Preliminary unaudited results for UTXO for the 12-month period ended September 30, 2025, show approximately $18.2 million in revenue, $13.6 million in EBITDA, and $13.6 million in net income.
For the transaction, a Special Committee of Nakamoto’s Board of Directors, consisting of independent directors, engaged B. Riley Securities, Inc. as its financial advisor and Simpson Thacher & Bartlett LLP as its legal counsel. Nakamoto itself was advised by TD Securities (USA) LLC as financial advisor and Reed Smith LLP as legal counsel. Bradley Arant Boult Cummings LLP provided legal counsel to BTC Inc, while Haynes and Boone, LLP advised UTXO.
