Nakamoto has signed definitive agreements to acquire BTC Inc and UTXO Management GP in an all-stock deal valued at about $107.3 million, consolidating Bitcoin media, events and capital allocation under a single public entity.
The transaction will be funded entirely with Nakamoto common stock under a previously disclosed call option in a Marketing Services Agreement, with BTC Inc and UTXO holders set to receive 363,589,816 shares on a fully diluted basis.
The shares are priced at $1.12 each under the call option framework, well above Nakamoto’s recent closing price of $0.2951, implying substantial dilution for existing shareholders and raising valuation questions.
BTC Inc is the parent of Bitcoin Magazine and organiser of The Bitcoin Conference, while UTXO advises 210k Capital, a hedge fund focused on Bitcoin and related securities, bringing media and asset management operations together within the treasury vehicle.
Management has positioned the businesses as recurring cash-flow generators to support additional Bitcoin accumulation and future acquisitions, and following the announcement the Nakamoto share price was down at $0.2951.
Nakamoto holds 5,398 BTC on its balance sheet, ranking it among the larger public Bitcoin treasury companies ahead of ProCap Financial, GameStop and Gemini Space Station.
The acquisition comes as the Bitcoin treasury model faces renewed pressure following a sharp digital asset downturn, with Bitcoin falling from around $126,000 to the $60,000 range and corporate treasury adoption slowing in the fourth quarter.
At the time of reporting, Bitcoin price was $67,479.93.