David Bailey Rolls Bitcoin's Biggest Media Properties Into One Company
Nakamoto Inc. (NAKA) has signed definitive agreements to acquire BTC Inc. and UTXO Management in an all-stock transaction valued at $107.3 million, as of February 18, 2026. The deal, announced on the company's official site, will bring Bitcoin Magazine, The Bitcoin Conference, and a Bitcoin-focused hedge fund advisory business under a single publicly traded entity. The transaction involves issuing 363 million shares of Nakamoto common stock and is expected to close in the first quarter of 2026.
David Bailey, who serves as chairman and CEO of Nakamoto and also leads both BTC Inc. and UTXO Management, called the acquisition "the first step of the company we intend to build" across media, asset management, and advisory services. The related-party nature of the deal required approval from a special committee of independent directors with external legal and financial advisors.
The $400 Million Deal That Closed at $107 Million
The most striking detail sits in the gap between the deal's original pricing and its current value. The merger agreement references a share price of $1.12 per share, which was the price set under the original master services agreement. At that price, the 363 million shares would have been worth roughly $407 million.
But Nakamoto's stock closed at $0.2951 on February 13, 2026, the reference date in the filing. That puts the actual market value of the consideration at approximately $107 million, a discount of more than 73% from the contractual price. Nakamoto shares have fallen from around $2.00 when the company first pivoted to a Bitcoin treasury strategy, formerly operating as Kindly MD, a healthcare company, to under $0.30 today. Some observers have raised concerns about dilution for existing shareholders, given that the stock has shed roughly 85% of its value since the treasury pivot.
The price collapse means Bailey's companies are being absorbed at a fraction of what they would have cost six months ago, while Nakamoto's existing shareholders absorb the dilution of 363 million new shares entering the float.
What Nakamoto Is Actually Buying
BTC Inc. is described as the largest Bitcoin media company in the world. Its portfolio includes 27 media brands reaching approximately 6 million people globally. The flagship properties are Bitcoin Magazine, which has been publishing since May 2012, and The Bitcoin Conference, which attracted roughly 67,000 attendees in 2025. The company also operates Bitcoin for Corporations, an enterprise membership platform with more than 40 member companies.
UTXO Management advises 210k Capital LP, a hedge fund that allocates capital into Bitcoin, Bitcoin-related securities, and derivatives across public and private markets. This gives Nakamoto an institutional asset management arm alongside the media and events business.
Combined, the new entity is positioned as what Bailey describes as "a diversified Bitcoin operating company" with recurring revenue from media subscriptions and conference tickets, global distribution through Bitcoin Magazine's audience, and institutional capabilities through the hedge fund advisory.
The Kindly MD Backstory and the Treasury Pivot
Nakamoto Inc. did not begin as a Bitcoin company. It previously operated as Kindly MD, a healthcare firm, before pivoting to a Bitcoin treasury strategy in 2025. The playbook followed the template popularized by Strategy (formerly MicroStrategy), where publicly traded companies convert their balance sheets into Bitcoin reserves and use equity issuances to fund accumulation.
The Strategy model has spawned dozens of imitators, from Metaplanet's 738% revenue surge in Japan to Eric Trump's American Bitcoin crossing 6,000 BTC. But most of these companies are pure treasury plays: they hold Bitcoin and issue stock. Nakamoto's acquisition is different because it adds operating businesses with actual revenue streams, cash flow, and brand equity.
The risk is equally different. Strategy buys Bitcoin with convertible debt and stock offerings. Nakamoto is issuing stock to buy media companies, which means shareholders are diluted not by Bitcoin purchases but by the integration of related-party businesses at a price set when the stock was four times higher.
What This Means for Bitcoin's Conference and Media Landscape
The consolidation raises practical questions for the Bitcoin ecosystem. Bitcoin Magazine and The Bitcoin Conference are the industry's two most recognizable media properties. Both have operated with editorial independence under BTC Inc. Now they will sit inside a publicly traded company whose stock price depends on Bitcoin's trajectory and whose CEO controls all three entities in the merger.
For conference attendees and sponsors, the immediate impact is likely minimal. The Bitcoin Conference has grown into one of the largest crypto events globally, and its 67,000-attendee scale gives it momentum independent of corporate ownership. For Bitcoin Magazine readers, the question is whether editorial priorities shift when the publisher is also an investor through the UTXO/210k Capital connection.
The hedge fund advisory angle adds an institutional dimension. With 210k Capital now under the same corporate umbrella as Bitcoin Magazine, there is a structural relationship between the entity analyzing Bitcoin investments and the entity shaping Bitcoin's media narrative. The special committee's approval suggests the board considered these conflicts, but market participants will watch how the editorial and investment functions interact.
Broader Implications for Bitcoin Treasury Companies
Nakamoto's deal arrives at a time when the Bitcoin treasury playbook is facing pressure. Bitcoin has pulled back significantly from its highs, and companies that pivoted to treasury strategies at peak prices are sitting on unrealized losses. The NAKA stock decline from $2.00 to under $0.30 illustrates the leverage these vehicles carry: when Bitcoin falls, the stock falls harder, and when the stock falls, the equity used for acquisitions becomes worth less.
For crypto card holders and Bitcoin ecosystem participants, the consolidation is a signal that the infrastructure layer around Bitcoin, the media companies, conference organizers, and asset managers, is entering a phase of mergers. As venture capital faces what Dragonfly's partner called a mass extinction, smaller Bitcoin-adjacent businesses may not survive independently. Nakamoto's bet is that bundling media, events, and asset management creates a more durable business than any one of those verticals alone.
If the deal closes as expected in Q1 2026, Nakamoto will emerge as the single largest entity in Bitcoin media and one of the few publicly traded companies combining content, events, and institutional Bitcoin exposure.
FAQ
Who is David Bailey? David Bailey is the chairman and CEO of Nakamoto Inc. He previously founded and led both BTC Inc. (Bitcoin Magazine, The Bitcoin Conference) and UTXO Management (advisor to 210k Capital hedge fund). His role across all three entities makes the Nakamoto acquisition a related-party transaction.
Why is the deal worth $107 million instead of $400 million? The merger agreement set a share price of $1.12 per share, but Nakamoto's stock was trading at approximately $0.2951 as of February 13, 2026. The 363 million shares issued are worth roughly $107 million at the current market price, compared to $407 million at the contractual price.
What was Nakamoto Inc. before it became a Bitcoin company? Nakamoto previously operated as Kindly MD, a healthcare company, before pivoting to a Bitcoin treasury strategy in 2025.
Will Bitcoin Magazine remain editorially independent? The company has not made specific public commitments about editorial independence. Bitcoin Magazine and UTXO Management's 210k Capital hedge fund will now operate under the same publicly traded parent company, which creates a structural relationship between media coverage and investment interests.
Overview
Nakamoto Inc. is acquiring BTC Inc. and UTXO Management in a $107 million all-stock deal that consolidates Bitcoin Magazine, The Bitcoin Conference, and a hedge fund advisory business under one publicly traded roof. The deal, which involves issuing 363 million shares at a contractual price of $1.12 per share, closes at roughly a quarter of its original implied value after Nakamoto's stock fell from $2.00 to under $0.30. CEO David Bailey leads all three entities, making this a related-party transaction approved by an independent committee. If it closes in Q1 2026, Nakamoto becomes the dominant force in Bitcoin media and events, with an institutional asset management arm attached.
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