Nakamoto Moves to Acquire BTC Inc, UTXO for $107M

Nakamoto Inc., a publicly traded Bitcoin treasury company, has announced plans to acquire BTC Inc. and UTXO Management. The deal is valued at about $107 million. The company signed the merger agreements on February 17. The transaction will be completed entirely in stock. It will bring Bitcoin Magazine, The Bitcoin Conference and a Bitcoin focused asset manager under one corporate roof. The deal is expected to close in the first quarter of 2026, pending standard conditions. Company leaders say the move marks the first major step in building a vertically integrated Bitcoin business.

Bringing Media, Events, and Investments Together

The acquisition will combine three different parts of the Bitcoin ecosystem. Nakamoto Inc. focuses on holding Bitcoin on its balance sheet and building a treasury strategy around it. BTC Inc. operates as a media and events company. It publishes Bitcoin Magazine and runs large global conferences focused on the asset. UTXO Management works as a Bitcoin investment and advisory firm.

By merging these businesses, Nakamoto plans to create a single company that covers media, capital and strategy. Executives say this structure can help spread Bitcoin education, support corporate treasury adoption and create new business opportunities. The goal is to build a public company that lives fully inside the Bitcoin economy. Rather than just holding the asset.

Deal Structure and Share Issuance

The transaction will be completed using Nakamoto stock. The company will issue about 363 million new shares to the sellers. The valuation is based on a fixed share price from earlier agreements. However, because the stock currently trades below that level. The real market value of the deal stands closer to $107 million.

Most of the shares will go to BTC Inc. stakeholders, while a smaller portion will go to UTXO Management. Furthermore, key insiders and major holders will face lock-up periods after the deal closes. The company will not use cash for the acquisition; instead, this approach helps it preserve its Bitcoin treasury strategy. Still, the large number of new shares could dilute existing investors. While some analysts view the share increase as the main short-term risk tied to the deal.

Strategic Vision and Market Reaction

Nakamoto’s leadership says the acquisition has been part of its plan from the start. Specifically, the company wants to control multiple parts of the Bitcoin narrative and business cycle because media content, events, and investment advice can all feed into one strategy. Consequently, that could help the firm grow influence as institutional interest in Bitcoin expands.

Investors show mixed reactions to the initial market news. Shares rose briefly after the news. However, the price remains far below earlier levels. Which reduced the deal’s effective value. However, some analysts see strong synergy in the vertical integration model. Meanwhile, others worry about dilution and the concentration of media and investment influence under one public company.

Outlook for the Combined Company

If the deal closes as planned, Nakamoto will operate across several core Bitcoin sectors at once. It will manage capital, shape media narratives and host large industry events. Supporters say this could accelerate Bitcoin adoption and corporate treasury use. However, challenges remain. The company must integrate the businesses smoothly. It must also manage shareholder dilution and governance concerns. For now, the market will watch closely as the first quarter closing date approaches.

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