Nakamoto Inc. (NASDAQ: NAKA) announced today that it has completed its acquisition of BTC Inc. and UTXO Management GP, LLC (“UTXO”), finalizing merger agreements previously announced earlier this month.
The transaction was structured solely through the issuance of Nakamoto shares. BTC Inc. and UTXO security holders received 364,795,104 shares of Nakamoto stock for an aggregate value of $81,632,852 based on Nakamoto’s February 19, 2026 closing price of $0.248. In a Form 8-K filing yesterday, Nakamoto revealed that the two companies reported total revenue of $80.5 million, $34.2 million in EBITDA (Earnings Before Interest, Taxes and Amortization) and $40.1 million in net income for the 12-month period ending September 30, 2025.
The deal followed the terms of Nakamoto’s purchase option under the marketing services agreement previously approved by shareholders.
BTC Inc. is a global Bitcoin media company that produces Bitcoin Magazineone of the longest running publications covering the cryptocurrency industry.
The company also arranges The Bitcoin Conferencea series of events held in the US, Asia, Europe and the Middle East, which attracted over 67,000 participants by 2025. BTC Inc. Bitcoin for businessesa membership platform for businesses that use Bitcoin as a financial asset.
UTXO Management acts as an advisor to a hedge fund focused on Bitcoin and related investments. Its team allocates capital across public and private markets in the Bitcoin ecosystem.
The firm’s integration into Nakamoto expands the firm’s investment and advisory capabilities.
Nakamoto: A portfolio of bitcoin-adjacent companies
David Bailey, chairman and CEO of Nakamoto Inc., said earlier this week that “the acquisition aligns with our plan to operate a portfolio of businesses across media, asset management and advisory services. BTC Inc. and UTXO provide recurring earnings and institutional capabilities that support our growth strategy.”
Brandon Green, CEO of BTC Inc., added: “Joining Nakamoto allows us to scale our media and events platforms and expand our reach to a wider audience of companies and investors in Bitcoin.”
Tyler Evans, Chief Investment Officer of Nakamoto and UTXO, said the combination provides an opportunity to strengthen Bitcoin’s role in modern capital markets and develop new investment strategies.
With the acquisition completed, Nakamoto now operates a diversified portfolio of Bitcoin-native businesses spanning media, events, wealth management and advisory services.
The company intends to use the combined platform for future strategic initiatives, including further Bitcoin accumulation and potential acquisitions.
Bitcoin Magazine is published by BTC Inc, a subsidiary of Nakamoto Inc. (NASDAQ: NAKA)