Nakamoto Inc completes all-stock deal, issues 364.8M shares

What to Know:

• Nakamoto closes all-stock acquisition of BTC Inc and UTXO, ~$81.6M.
• BTC Inc and UTXO join Nakamoto in share-based deal worth $81.6M.

According to Investing.com, Nakamoto Inc. (NASDAQ: NAKA) has closed its all-stock acquisitions of BTC Inc and UTXO Management GP, LLC. The stock consideration was originally sized near $107.3 million, with an option-adjusted value of roughly $81.6 million using NAKA’s Feb. 19, 2026 share price around $0.248. The report also notes the businesses contributed about $80.5 million in revenue, $34.2 million in EBITDA, and $40.1 million in net income for the 12 months ended Sept. 30, 2025. BTC Inc operates Bitcoin-focused media and events, while UTXO runs asset management and advisory lines.

The transaction consolidates media, events, and asset management into Nakamoto’s public platform. This aims to shift the company beyond a pure treasury posture toward recurring operating revenues and broader Bitcoin-native services.

Immediate impact on revenue, EBITDA, net income, and NAKA dilution

These figures imply a profitable contribution at close, with positive EBITDA and net income entering NAKA’s consolidated results. Pro forma effects will depend on post-close accounting, but the acquired units appear positioned to bolster near-term top line and earnings.

On capital structure, the all-stock consideration expands NAKA’s share count and dilutes existing holders. AInvest notes that new issuance to BTC Inc/UTXO holders roughly doubled the float, heightening dilution risk for legacy shareholders.

Management has framed the tie-up as foundational for building durable, recurring revenue streams across Bitcoin media and asset management. “Bringing BTC Inc and UTXO into Nakamoto has been a part of our vision since day one,” said David Bailey, CEO, as reported by The Block.

At the time of this writing, Bitcoin traded around $67,910, based on data from Yahoo Finance. This contextual backdrop may influence sentiment around media, events, and asset-management activity linked to Bitcoin.

8-K revenue correction, governance, and integration risks to monitor

As reported by StockTitan, a recent Form 8-K corrected earlier commentary: combined revenue for BTC Inc and UTXO for calendar 2025 was about $78 million, not “over $100 million.” The revision raises disclosure-quality questions that investors will likely monitor through subsequent filings.

Nakamoto Inc. disclosed that a Special Committee of independent directors reviewed and negotiated the transaction, with B. Riley Securities providing financial advice and a fairness opinion; legal counsel included firms such as Simpson Thacher & Bartlett and Reed Smith LLP. These steps are designed to mitigate conflicts and support process integrity in a related-party context.

Execution risk remains material as Nakamoto integrates a media/events franchise with an asset-management business under a public-company umbrella. Revenue durability, regulatory exposure, and Bitcoin-linked volatility could affect realized results relative to expectations, and the company’s disclosures flag these uncertainties.