David Bailey’s Nakamoto Inc. Pulls Private Bitcoin Ventures Into Public Sphere at a Discounted Price
By [Reporter Name] – February 18 2026
A Nasdaq‑listed Bitcoin‑focused company, Nakamoto Inc. (ticker: NAKA), announced that it will merge with two businesses originally founded by its own chairman and chief executive officer, David Bailey. The transaction brings BTC Inc., the media and events arm behind Bitcoin Magazine and the annual Bitcoin Conference, and UTXO Management, a Bitcoin‑centric investment advisory firm, under the public‑company umbrella.
Deal mechanics
- Structure – The acquisition will be financed entirely with newly issued common shares of Nakamoto Inc. at a contract price of $1.12 per share. The price is based on pre‑existing call‑option provisions that were disclosed in earlier merger paperwork.
- Valuation – The transaction is valued at roughly $107 million. At the time of the announcement, Nakamoto’s shares were trading near $0.27, meaning the purchase price represents a discount of more than 70 % to the public market price.
- Dilution – Issuing approximately 363.6 million new shares will increase the float substantially, diluting existing shareholders regardless of the nominal $1.12 price tag.
- Approvals – Because the call‑option rights were already approved in prior agreements, Nakamoto Inc. says no additional shareholder vote is required to close the deal.
- Timeline – The merger is expected to close in the first quarter of 2026.
Market reaction
Nakamoto’s stock has been under severe pressure this year, down more than 90 % from the start of 2025. Following the announcement, the share price slipped 2.5 % in intraday trading and was about 10 % lower compared with the previous evening’s close.
Background on the players
David Bailey has been a prominent figure in the Bitcoin ecosystem for over a decade. He co‑founded BTC Inc. and later launched UTXO Management, positioning both firms as key content and advisory providers within the space. In late 2025, Bailey handed the CEO role of BTC Inc. to Brandon Greene, a longtime executive who helped expand Bitcoin Magazine and the Bitcoin Conference. Bailey also advised political campaigns on crypto policy during the 2024 U.S. election cycle.
Industry commentary
Justin Bechler, a well‑known Bitcoin advocate, highlighted the “exit liquidity” aspect of the deal, noting that the private entities are being absorbed at a price set long before many current shareholders entered the market. He wrote:
“The dilution is real. 363.6 million new shares just entered the float, regardless of whether the paperwork says $1.12 or $0.29.”
Brian Brookshire, an advisor at the Bitcoin‑backed stablecoin protocol Saturn, argued that the transaction was foreseeable, adding that Nakamoto has long functioned as a vehicle for taking BTC Inc. public.
Other observers on social media described the transaction as a “self‑dealing” move, suggesting that shareholders are effectively funding the private companies owned by the CEO.
Analysis
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Consolidation of Bitcoin‑focused operations – By folding media, events, and advisory services into a single publicly traded entity, Nakamoto aims to create a diversified Bitcoin operating platform with cross‑selling opportunities. The combined brand could attract institutional investors seeking exposure to multiple facets of the Bitcoin ecosystem.
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Potential conflict of interest – The fact that Bailey serves as both buyer and seller raises governance concerns. While the transaction follows pre‑approved call‑option terms, the lack of a fresh shareholder vote may amplify perceptions of self‑dealing, especially given the sizable dilution.
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Shareholder impact – Existing investors face immediate dilution, which could suppress the share price further in the short term. The discount to market price means that the private businesses are effectively receiving “exit liquidity” from public shareholders rather than cash.
- Future outlook for NAKA – If the merged entity can leverage its expanded media reach and advisory capabilities to generate sustainable revenue, the dilution may be offset over time. However, the company must address governance transparency to reassure the market and avoid eroding investor confidence.
Key takeaways
- Deal value: ~ $107 million, financed with newly issued shares at $1.12 each.
- Dilution: ~ 363.6 million new shares will increase the float and dilute existing holders.
- Pricing gap: Share price at announcement was ~ $0.27, indicating a > 70 % discount to the contract price.
- No extra vote: The merger proceeds under previously approved call‑option terms; no new shareholder approval required.
- Market sentiment: Shares fell 2.5 % intraday; the stock is down > 90 % year‑to‑date.
- Strategic intent: Create a diversified, publicly listed Bitcoin operating company spanning media, events, and asset‑management services.
- Governance risk: CEO’s dual role as buyer and seller intensifies scrutiny over potential conflicts of interest.
The transaction underscores how crypto‑focused private ventures can be folded into public shells, but it also illustrates the delicate balance between growth ambitions and shareholder protection in an evolving regulatory landscape.
Source: https://thedefiant.io/news/people/david-bailey-nakamoto-buys-own-bitcoin-empire-at-discounted-public-price
