Nakamoto (NASDAQ: NAKA)signed definitive agreements Tuesday to acquire media company Bitcoin Magazine–including its international conference series, the Bitcoin Conference–and investment firm UTXO Management. The transaction consolidates media, asset management, and advisory services under one public entity.
The acquisition is an all-stock transaction valued at approximately $107.3 million based on Nakamoto’s February 13 closing price of $0.2951. Under the terms, Nakamoto will issue approximately 363.6 million shares to securityholders of the two target companies. The deal value effectively reaches roughly $407 million when calculated using the contractual strike price of $1.12 per share outlined in prior agreements.
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BTC operates as a major player in cryptocurrency media and events. The Bitcoin Conference hosted roughly 67,000 attendees in 2025 across multiple continents. Its portfolio includes 27 media brands and a corporate membership platform, Bitcoin for Corporations.
UTXO Management serves as the adviser to 210k Capital, LP, a hedge fund specializing in Bitcoin and derivatives. The firm recorded strong performance metrics in 2024, focusing on “Bitcoin Treasury” companies.
The transaction follows a period of financial maneuvering for Nakamoto. The company recently authorized a $10 million share repurchase program in December 2025 after receiving a Nasdaq delisting notice. This move addressed pressure on the stock, which had traded below the $1.00 threshold.
To strengthen its balance sheet, Nakamoto refinanced debt earlier in December with a $210 million Bitcoin-backed loan from Kraken. This replaced previous obligations to Antalpha, signaling an aggressive capital management strategy. Filings from November showed an $86 million net loss in the third quarter of 2025.
The deal was long expected, first announced over the summer. Volatility in NAKA shares persisted throughout late 2025 despite the expected consolidation of businesses, with NAKA shares often trading at a discount to the company’s Bitcoin holdings due to equity unlocks.
The transaction is expected to close in the first quarter of 2026. No additional shareholder approval is required, as the option to acquire was previously approved.