Nakamoto Inc. Completes Acquisitions of BTC Inc. and UTXO Management
NASDAQ: NAKA – February 22 2026
Nakamoto Inc. announced that it has finalized the purchase of BTC Inc. and UTXO Management GP, LLC (UTXO), concluding the merger transactions that were disclosed earlier this month. The acquisitions were executed entirely through a stock‑for‑stock exchange, with the two target companies receiving a total of 364,795,104 shares of Nakamoto common stock.
Deal economics
Based on Nakamoto’s closing price of $0.248 on February 19 2026, the issued shares represent a consideration of roughly $81.6 million. In a Form 8‑K filed with the SEC, Nakamoto reported that BTC Inc. and UTXO together generated $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income for the twelve‑month period ending September 30 2025.
The transaction was carried out under a call option provision in Nakamoto’s Marketing Services Agreement, which had already received shareholder approval.
The companies being integrated
BTC Inc. is a globally recognized Bitcoin‑focused media firm. It publishes Bitcoin Magazine, one of the longest‑running cryptocurrency publications, and produces the annual Bitcoin Conference series, which in 2025 attracted more than 67,000 participants across North America, Asia, Europe and the Middle East. BTC Inc. also runs Bitcoin for Corporations, a membership platform that provides resources and networking for enterprises that hold Bitcoin as a treasury asset.
UTXO Management operates as an advisory arm to a hedge fund that specializes in Bitcoin‑related investments. Its team allocates capital across both public and private markets within the Bitcoin ecosystem, giving the firm a foothold in institutional‑grade asset management and advisory services.
Strategic rationale
David Bailey, Chairman and CEO of Nakamoto, said the acquisitions “fit squarely within our objective to assemble a diversified portfolio of Bitcoin‑adjacent businesses spanning media, asset management, and advisory services.” He added that the added earnings streams and institutional capabilities of BTC Inc. and UTXO will bolster the company’s growth trajectory.
Brandon Green, CEO of BTC Inc., noted that joining Nakamoto “will enable us to scale our media and event operations and reach a broader audience of corporate and investor stakeholders in the Bitcoin space.”
Tyler Evans, Nakamoto’s Chief Investment Officer, highlighted the synergy between the two businesses, stating that the combined platform “creates new opportunities to reinforce Bitcoin’s role in modern capital markets and to develop innovative investment strategies.”
Outlook and next steps
With the acquisitions complete, Nakamoto now oversees a suite of Bitcoin‑native enterprises covering content creation, conferences, corporate membership services, and hedge‑fund advisory. The company indicated that the enlarged platform will be leveraged for future strategic initiatives, including additional Bitcoin accumulation and the pursuit of further acquisition targets.
Key takeaways
| Takeaway | Implication |
|---|---|
| Diversified revenue base | BTC Inc. and UTXO contributed $80.5 M in revenue and $40.1 M in net income, adding sizable recurring cash flow to Nakamoto’s balance sheet. |
| Expanded service offering | The combined entities give Nakamoto capabilities across media, events, corporate education, and institutional investment advisory. |
| Stock‑based financing | By issuing 364.8 M shares, Nakamoto avoided cash outlay, preserving liquidity while still delivering $81.6 M of value to the sellers. |
| Strategic fit | The acquisitions align with Nakamoto’s stated plan to build a “portfolio of companies across media, asset management, and advisory services.” |
| Potential for further M&A | Management signaled that the integrated platform will be used to identify and execute additional Bitcoin‑related acquisitions. |
The completion of these deals marks a milestone for Nakamoto as it transitions from a single‑purpose blockchain entity to a multi‑segment operator within the broader Bitcoin ecosystem. Analysts will be watching how effectively the firm integrates the media and advisory businesses and whether the anticipated synergies translate into incremental earnings growth in the coming quarters.
Source: https://bitcoinmagazine.com/news/nakamoto-inc-naka-completes-acquisition-of-btc-inc-and-utxo-management
