Nakamoto (NAKA) has signed definitive agreements to acquire media and events firm BTC Inc and asset management firm UTXO Management.

The all-stock deal is — NAKA will issue 363. million shares for the purchase — is valued at approximately $107.3 million and expected to close in the first quarter of 2026, according to a Tuesday press release.

BTC Inc runs several high-profile bitcoin media properties, including Bitcoin Magazine, The Bitcoin Conference, and the enterprise-focused Bitcoin for Corporations program. UTXO, meanwhile, advises 210k Capital, a hedge fund allocating capital into bitcoin-related public and private markets.

“We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with Bitcoin’s long-term growth,” said David Bailey, CEO of Nakamoto. “This transaction signifies the first step of the company we intend to build, and we’re just getting started.”

The transaction has raised eyebrows among some market watchers due to the steep discount between the original pricing and the current execution. One user on X pointed out that Nakamoto was originally set to pay over $400 million based on the agreed $1.12 share price, but with the stock now trading below 30 cents, the acquisition is closing at roughly $107 million.

Bailey, who also leads BTC Inc, is central to all three companies involved, making this a related-party transaction. A special committee of independent directors approved the deal with input from outside legal and financial advisers.

NAKA shares are flat on Tuesday, trading at just $0.30 versus the roughly $2.00 level prior to converting to a bitcoin treasury strategy (when the company was named Kindly MD).