Nakamoto Inc. (NASDAQ: NAKA) has agreed to buy BTC Inc and UTXO Management in a deal worth about $107 million. The company will pay for both businesses using its own stock, not cash. The deal is expected to close in the first quarter of 2026 if all normal closing conditions are met.

Under the agreement, BTC Inc and UTXO owners will receive 363,589,816 shares of Nakamoto stock. Although the deal uses a reference price of $1.12 per share under an earlier agreement, Nakamoto’s stock recently closed at $0.2951. Based on that market price, the total value of the transaction is about $107.3 million.

This acquisition has been planned for some time. Nakamoto previously disclosed that it had the option to buy BTC Inc and UTXO under a Marketing Services Agreement (MSA).

That agreement was approved by shareholders in connection with an earlier merger involving Nakamoto Holdings. After that approval, the companies worked together on joint marketing campaigns before formally signing the merger agreements. No new shareholder vote is required to complete the deal.

Nakamoto’s leadership says the goal is to build a broad Bitcoin-focused business. The company wants to combine media, asset management, and advisory services under one public company. It believes this structure will allow it to grow as Bitcoin adoption increases.

David Bailey, Chairman and CEO of Nakamoto, said the deal fits into a long-term vision. He stated:

BTC Inc is a major Bitcoin media and events company based in Nashville. It operates 27 media brands and reaches about 6 million people worldwide through social media. The company is best known for organizing The Bitcoin Conference, which attracted thousands of attendees in 2025 across events in the United States, Asia, Europe, and the Middle East.

BTC Inc is also the parent company of Bitcoin Magazine, first published in 2012 and considered one of the longest-running Bitcoin news publications. In addition, it runs Bitcoin for Corporations, a membership platform for companies that use bitcoin as a treasury asset.

The program has more than 40 member companies and a five-year brand partnership with Michael Saylor’s Strategy Inc.

Brandon Green, CEO of BTC Inc, said the deal will help expand the company’s reach. “For more than a decade, BTC Inc has focused on informing, convening, and advancing the global Bitcoin community,” he said.

“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.”

UTXO Management is an investment firm focused on Bitcoin-related opportunities. It advises 210k Capital, a hedge fund that invests in bitcoin and bitcoin-related securities in both public and private markets. The firm specializes in backing companies and projects within the Bitcoin ecosystem.

However, the deal has raised some concerns among market watchers. One issue is dilution. Because the company is issuing a large number of new shares, existing shareholders could see their ownership percentage reduced.

Some observers have also pointed out the difference between the earlier $1.12 reference price and the company’s current stock price of around $0.30. Based on the higher price, the deal would have been valued at more than $400 million. At today’s stock price, it is worth about $107 million.

In addition, David Bailey has leadership roles connected to the companies involved, making the deal a related-party transaction. Nakamoto said a Special Committee of independent directors reviewed and approved the transaction. The committee hired outside legal and financial advisers to evaluate the deal.