Nakamoto’s $107 Million Merger Deal Sparks Dilution Backlash

Nakamoto Inc. has agreed to acquire BTC Inc. and UTXO Management in a $107.3 million all-stock deal, issuing over 363 million shares. Supporters see vertical integration, while critics warn of heavy dilution and insider-favored terms.

Bailey’s Bitcoin Empire Roll-up Raises Self-Dealing Questions

Nakamoto Inc. (Nasdaq: NAKA) announced on Feb. 17 that it has agreed to acquire BTC Inc. and UTXO Management in a $107.3 million all-stock transaction. However, the terms of the deal have caused sharp division among investors and market analysts.

The deal calls for the issuance of 363,589,816 Nakamoto shares at a fixed $1.12 price under previously disclosed call options. BTC Inc. shareholders will receive 336.8 million shares, while UTXO equityholders will receive 26.8 million. Closing is expected in Q1 2026, with no additional shareholder vote required.

At its core, the transaction consolidates entities effectively controlled by one individual: David Bailey. Bailey is chairman and CEO of Nakamoto and co-founder of both BTC Inc., the publisher of Bitcoin Magazine and producer of The Bitcoin Conference, and UTXO, adviser to 210k Capital.

Supporters argue this creates an integrated bitcoin operating company combining media reach, events revenue, and asset management. One X user, @RoaringRagnar, argued that the move gives Nakamoto a “profitable operating company” capable of regularly buying more bitcoin. Others framed it as long-needed consolidation in the bitcoin ecosystem.

Critics see it differently. Several posts highlighted that shares were priced at $1.12 despite NAKA trading near $0.25–$0.30. Estimates circulating on X suggest roughly 35–42% dilution, with no new bitcoin added to the treasury. Nakamoto currently holds about 5,700 BTC, while its market cap hovers near $110–$150 million. Some investors argue the structure transfers significant value to insiders.

A critic of the deal on X, @1914ad wrote, “Bailey just traded a magazine and a hedge fund for a claim on 2,630 BTC. At current prices, that’s over $240M in bitcoin acquired for companies generating $30M EBITDA. He paid with shares priced at $1.12 in a stock trading at $0.25. No shareholder vote required.”

The X article added:

“The amazing part? The extraction was locked in before retail investors ever bought a single share.”

Several people disagreed with the sentiment of this X article. “Don’t you have that inverted?” Blockstream CEO Adam Back asked the X user @1914ad. “‘Bailey’s companies are receiving shares valued at nearly 4x times current market price’ that makes it 4x worse for Bailey and shareholders of UTXO mgmt, and BTC inc, and a 75% discount to NAKA shareholders, assuming a fair, independent valuation,” Back added.

“Seriously dumb piece,” another replied. “If Nakamoto is buying the company valuing their equity at $1.12 when in reality it’s 1/4 that, that’s Nakamoto shareholders who benefit, not the shareholders of the selling company.”

The company says the merger diversifies it beyond a pure bitcoin treasury strategy. Still, NAKA shares have fallen more than 40% in the past month and remain below Nasdaq’s $1 minimum bid requirement.

Whether this becomes a bitcoin-native flywheel or a cautionary tale may depend less on structure and more on execution.

FAQ 🌍

• What is Nakamoto’s $107 million acquisition?

Nakamoto Inc. is acquiring BTC Inc. and UTXO Management in an all-stock deal valued at $107.3 million through the issuance of 363.6 million new shares.

• Who controls the companies involved?

David Bailey serves as chairman and CEO of Nakamoto and co-founded BTC Inc. and UTXO, meaning the buyer and sellers are effectively under common control.

• How much dilution will NAKA shareholders face?

Based on public filings and investor estimates, the transaction could dilute existing shareholders by roughly 35–42%, with shares issued at $1.12 versus a sub-$0.30 market price.

• Does the deal add more bitcoin to Nakamoto’s treasury?

No new bitcoin is being added directly through the acquisition; the company currently holds approximately 5,700 BTC and aims to use operating revenue to potentially expand holdings in the future.