Nakamoto Inc to accelerate growth with BTC Inc and UTXO Management GP acquisition

Building on an existing marketing partnership, nakamoto inc is moving to consolidate its position across Bitcoin media, asset management, and advisory services with a major all-stock transaction.

Details of the BTC Inc and UTXO acquisition

Nakamoto Inc. (NASDAQ: NAKA) has signed definitive merger agreements to acquire BTC Inc, a leading Bitcoin media and events group, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public Bitcoin companies. Together, these deals are referred to as the Transaction.

The Transaction is expected to close in the first quarter of this year, subject to customary closing conditions. Moreover, it will be financed entirely with Nakamoto common stock at a price of $1.12 per share, in line with the company’s call option under the existing Marketing Services Agreement (the “MSA”).

The option to acquire BTC Inc and UTXO, via BTC Inc’s call option with UTXO, had already been disclosed as part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. (“Nakamoto Holdings”) in earlier filings. That said, the current Transaction formalizes that strategic path.

Marketing Services Agreement and option exercise

The MSA governs the terms of the company’s option and was publicly filed and approved by shareholders in connection with the proposed merger with Nakamoto Holdings. Following that approval, Nakamoto, BTC Inc, and UTXO launched extensive joint marketing campaigns across BTC Inc’s media and events channels to build brand awareness.

As part of this process, Nakamoto exercised its call option with BTC Inc, and BTC Inc simultaneously exercised its call option with UTXO at the time of signing the merger agreements. However, completion of the Transaction still depends on the usual closing steps.

Strategic rationale and financial structure

The Transaction aims to position Nakamoto as a diversified Bitcoin operating company with a global brand, extensive distribution, and institutional-grade capabilities across media, asset management, and advisory services. BTC Inc and UTXO are expected to generate recurring earnings that reinforce the company’s balance sheet.

Moreover, this earnings base is intended to support further growth initiatives, including additional Bitcoin accumulation and potential strategic acquisitions. In the middle of this strategy, the leadership believes the combined platform of nakamoto inc can scale alongside Bitcoin’s long-term adoption curve.

The deal consideration will be paid fully in Nakamoto common stock, at $1.12 per share under the MSA terms. On a fully diluted basis, BTC Inc and UTXO securityholders are set to receive 363,589,816 Nakamoto shares, subject to customary purchase price adjustments at closing.

The combined value of this consideration is $107,295,354 before any such adjustments. This figure is derived from Nakamoto’s closing share price of $0.2951 on February 13, 2026, reflecting the market’s view of the company on that date.

Executive commentary on the Transaction

“Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one,” said David Bailey, Chairman and CEO of Nakamoto. “We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with Bitcoin’s long-term growth.”

Bailey added that BTC Inc and UTXO are “global leaders in Bitcoin media and asset management” and described the Transaction as “the first step of the company we intend to build.” However, he stressed that the organization is “just getting started” in executing this broader strategy.

BTC Inc: global Bitcoin media and events leader

BTC Inc, headquartered in Nashville, is one of the largest Bitcoin media companies worldwide, based on event attendance, online reach, and the breadth of its brand portfolio. Its holdings include 27 media brands, which collectively reach about 6 million people globally through aggregated social media channels.

The company organizes The Bitcoin Conference, described as the largest Bitcoin event series across the U.S., Asia, Europe, and the Middle East. In 2025, this flagship conference recorded more than 67,000 attendees, underscoring strong bitcoin conference attendance across multiple regions.

BTC Inc is also the parent of Bitcoin Magazine, first published in May 2012. This makes the title the longest-running dedicated source of Bitcoin news, analysis, and expert commentary in the sector, and a core asset in the group’s media franchise.

In addition, BTC Inc operates Bitcoin for Corporations, a membership-based platform designed for businesses adopting Bitcoin as a strategic treasury asset. The platform currently has over 40 member companies and benefits from a 5-year brand partnership with Strategy Inc. to host networking events and educational content for corporate participants.

“For more than a decade, BTC Inc has focused on informing, convening, and advancing the global Bitcoin community,” said Brandon Green, Chief Executive Officer of BTC. “Combining with Nakamoto represents a significant opportunity to scale our reach, deepen engagement, and support the next phase of Bitcoin’s growth across enterprises and investors.” That said, he emphasized that BTC Inc’s core mission will remain aligned with the broader ecosystem.

UTXO Management: focused Bitcoin investment platform

UTXO acts as adviser to 210k Capital, LP, a hedge fund concentrating on Bitcoin, Bitcoin-related securities, and derivatives. The investment team draws on deep experience across the Bitcoin ecosystem to deploy capital into both public and private market opportunities.

Moreover, this mandate positions UTXO as a specialized bitcoin investment firm within the broader Nakamoto ecosystem, complementing its media and advisory units. The integration is expected to strengthen group-wide capabilities in bitcoin asset management and institutional product development.

“UTXO was founded to back the builders and companies shaping the Bitcoin economy,” said Tyler Evans, Chief Investment Officer of Nakamoto and Chief Investment Officer of UTXO. “Leveraging Nakamoto’s public platform and robust treasury, we see a powerful opportunity to compound value across the Bitcoin ecosystem and reinforce Bitcoin’s role as a foundational asset in modern capital markets.”

About Nakamoto Inc

Nakamoto Inc. (NASDAQ: NAKA) is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native businesses. Its activities span media and information, asset management, and advisory services for institutions and enterprises worldwide.

For more information about the company, its media brands, events, and financial strategy, please visit nakamoto.com. The closing of the BTC Inc and UTXO acquisitions will mark the next phase in Nakamoto’s expansion as it seeks to build a comprehensive Bitcoin operating platform.

In summary, the all-stock acquisition of BTC Inc and UTXO is designed to give Nakamoto a larger footprint across Bitcoin media, events, and investment management, providing recurring earnings, broader distribution, and a stronger base for future Bitcoin-focused growth.