February 23, 2026 -- B. Riley Securities, Inc. announced it served as exclusive financial advisor and fairness opinion provider to the Special Committee of independent directors of the Board of Directors of Nakamoto Inc. (NASDAQ: NAKA) in connection with Nakamoto's announced acquisition of BTC Inc. and UTXO Management GP, LLC.
Nakamoto
exercised its call option to acquire BTC Inc. and UTXO
Management, previously disclosed as part of its merger with Nakamoto
Holdings, Inc. The transaction is valued at approximately $107 million and will
be financed entirely with Nakamoto common stock at $1.12 per share. BTC Inc.
and UTXO securityholders will receive 363,589,816 shares on a fully diluted
basis, based on Nakamoto's closing price of $0.2951 on February 13, 2026.
No additional Nakamoto shareholder approval was required to
complete the transaction. The deal is expected to close in the first quarter of
2026, subject to customary closing conditions.
Nakamoto is a diversified Bitcoin operating company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media and information, asset management, and advisory services. The acquisition of BTC Inc. and UTXO Management advances Nakamoto's mission to build an integrated ecosystem of Bitcoin-native businesses across media, finance, and advisory services.
BTC Inc. is a leading Bitcoin media company operating 27 media brands including Bitcoin Magazine and organizer of The Bitcoin Conference series, which hosted approximately 67,000 attendees in 2025. Founded in 2012, BTC Inc. has established itself as one of the longest-running and most influential voices in the Bitcoin industry. UTXO Management is an investment firm focused on public and private Bitcoin companies, securities, and derivatives. UTXO Management manages a diversified portfolio of Bitcoin-related investments and provides strategic advisory services to institutional and high-net-worth clients.
B. Riley Securities' deal team was led by Joe Nardini, Matt Spain, Matthew Doull and Alex Wolodzko, and included Joe Nardini, Jr.
Read more about the transaction here.
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