Nakamoto Inc. 8-K

What Happened

• Nakamoto Inc. announced on February 16–17, 2026 that it exercised its option to acquire BTC Inc. and that BTC exercised its option to acquire UTXO Management. Nakamoto entered into two merger agreements—one to merge BTC into a Nakamoto subsidiary (BTC Merger Agreement) and one to merge UTXO into a Nakamoto subsidiary (UTXO Merger Agreement). The transactions were memorialized in an 8-K filed February 17, 2026 and accompanied by a press release and investor presentation.

Key Details

• Transaction consideration: BTC equity will convert into 336,804,102 shares of Nakamoto common stock (the “BTC Consideration”); UTXO equity will convert into 26,785,714 shares of Nakamoto common stock (the “UTXO Consideration”). Combined issuance ≈ 363,589,816 shares.
• Valuation mechanics: per-share issuance price is fixed at $1.12 (as required by a prior Master Marketing Services Agreement). BTC base value used was ≈ $377.22M (BTC Consideration valued at ≈ $99.39M based on Nakamoto’s $0.2951 close on Feb 13, 2026); UTXO base value $30.0M (UTXO Consideration valued at ≈ $7.90M on that same market price).
• Closing conditions and safeguards: holdback shares will be withheld at closing for purchase-price adjustments and indemnity; holders will sign lock-up agreements restricting sale of received shares (50% locked for 6 months, remainder locked for 12 months, with customary exceptions); required BTC stockholder consents and other customary closing conditions (HSR expiration, accredited investor questionnaires, resignations, absence of legal restraints). BTC and UTXO mergers are intended to qualify as tax-free reorganizations under Section 368(a).
• Governance and approvals: Nakamoto’s board and an independent Special Committee unanimously approved the transactions; the audit committee reviewed related-party aspects because certain Nakamoto executives (CEO David Bailey, CIO Tyler Evans, CCO Andrew Creighton) hold BTC/UTXO interests and will receive Nakamoto stock. The agreements include mutual $5.0M termination fee provisions in specified circumstances.

Why It Matters

• For investors, the deals will significantly increase Nakamoto’s outstanding shares (issuance of ~363.6M new shares), which can dilute existing holders; issued shares will carry legends and be subject to transfer restrictions and lock-ups. The transaction terms (fixed $1.12 share price mandated by prior agreements) and withheld holdback shares mean some consideration is subject to post-closing adjustments and indemnity claims. Closing requires several approvals and conditions (including BTC stockholder consents and regulatory clearances) and has termination deadlines in May 2026, so completion is not yet guaranteed. The filing also includes Regulation FD disclosures (press release and investor presentation) for immediate public information.