Nakamoto Corporation (NASDAQ: NAKA) today announced that it has completed its acquisition of BTC Inc and UTXO Management GP, LLC (“UTXO”), finalizing the merger agreement announced earlier this month.
The transaction consisted entirely of the issuance of Nakamoto common stock. BTC Inc. and UTXO security holders received 364,795,104 shares of Nakamoto stock for a total value of $81,632,852 based on Nakamoto’s closing price of $0.248 on February 19, 2026. In yesterday’s Form 8-K filing, Nakamoto revealed that both businesses reported combined revenue of $80.5 million, EBITDA (earnings before interest, taxes, amortization) of $34.2 million, and net income of $40.1 million for the 12 months ended September 30, 2025.
This transaction was conducted pursuant to the terms of Nakamoto’s call option under a marketing services agreement that was pre-approved by shareholders.
BTC Inc. is a global Bitcoin media company that publishes Bitcoin Magazine, one of the longest-running publications covering the cryptocurrency industry.
The company also hosts a series of events in the US, Asia, Europe, and the Middle East called Bitcoin Conferences, which attracted more than 67,000 attendees in 2025. BTC Inc. also operates Bitcoin for Corporation, a membership platform for businesses that use Bitcoin as a financial asset.
UTXO Management serves as an advisor to hedge funds focused on Bitcoin and related investments. Its team allocates capital across the public and private markets of the Bitcoin ecosystem.
The combination of the company and Nakamoto will expand the company’s investment and advisory capabilities.
Mr. Nakamoto: Portfolio of companies adjacent to Bitcoin
“This acquisition is consistent with our plan to operate a portfolio of companies across media, asset management and advisory services,” Nakamoto Chairman and CEO David Bailey said earlier this week. “BTC and UTXO provide recurring revenue and organizational capabilities to support our growth strategy.”
Brandon Green, CEO of BTC Inc., added, “Joining Nakamoto will allow us to expand our media and events platform and extend our reach to a broader range of companies and investors in Bitcoin.”
Nakamoto and UTXO Chief Investment Officer Tyler Evans said the combination strengthens Bitcoin’s role in modern capital markets and provides an opportunity to develop new investment strategies.
With the acquisition completed, Mr. Nakamoto now operates a diverse portfolio of Bitcoin-native companies spanning media, events, asset management, and advisory services.
The company plans to use the integrated platform for future strategic initiatives, including additional Bitcoin accumulation and possible acquisitions.
Bitcoin Magazine is published by BTC Inc., a subsidiary of nakamoto Inc. (NASDAQ: NAKA).
