Nakamoto to acquire BTC Inc and UTXO Management in all-stock deal valued at ~$107M

Nakamoto Inc.

Nakamoto to issue 336.8M shares for BTC and 26.8M shares for UTXO, priced at $1.12/share per MSA.
Based on Feb 13 close of $0.2951, total consideration valued at ~$107.3M.
Mergers expected to close Q1 2026; subject to HSR, stockholder approval, and other conditions.
Lock-up agreements restrict 50% of shares for 6 months, remaining 50% for 12 months.
Conflicts: CEO Bailey, CIO Evans, CCO Creighton hold interests in targets and will receive shares.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nakamoto Inc. entered into Agreement and Plan of Merger with BTC Inc. valued at 336,804,102 shares of Nakamoto Common Stock valued at approximately $99,390,890 (effective 2026-02-16).

Action: entry
Agreement: merger
Counterparty: BTC Inc.
Value: 336,804,102 shares of Nakamoto Common Stock valued at approximately $99,390,890
Effective: 2026-02-16

Exact text from the filing

Concurrently with the exercise of the Nakamoto Option, Nakamoto entered into an Agreement and Plan of Merger (the “ BTC Merger Agreement ”) with BTC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Nakamoto (“ Merger Sub ”), BTC, and the stockholder representative party thereto.

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Nakamoto Inc. filing history →

Source: SEC EDGAR

accession 0001493152-26-006959

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