Simpson Thacher is representing the Special Committee of the Board of Directors of Nakamoto Inc. (NASDAQ: NAKA) (“Nakamoto”) in connection with definitive merger agreements for Nakamoto to acquire BTC Inc. (“BTC”) and UTXO Management GP, LLC (“UTXO”) (collectively, the “Transaction”). The Transaction is expected to close in the first quarter of 2026, subject to customary closing conditions.
Nakamoto’s option to acquire BTC and UTXO, through BTC’s call option with UTXO, was previously disclosed as part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. (“Nakamoto Holdings”). The Marketing Services Agreement with BTC (the “MSA”), which Nakamoto assumed from Nakamoto Holdings in the merger last year, outlines the terms of Nakamoto’s option and was publicly filed and approved by Nakamoto’s shareholders in connection with that transaction. Nakamoto exercised its call option with BTC and BTC exercised its call option with UTXO concurrently with signing of the merger agreements.
The Transaction will be financed entirely by Nakamoto common stock in accordance with Nakamoto’s call option under the MSA, using a price of $1.12 per share. BTC and UTXO securityholders will receive, on a fully diluted basis, 363,589,816 shares of Nakamoto common stock, subject to customary purchase price adjustments at closing. The combined value of the consideration is $107,295,354, before any such customary purchase price adjustments, which is based on Nakamoto’s closing price on February 13, 2026, of $0.2951.
Nakamoto is a Bitcoin company that owns and operates a global portfolio of Bitcoin-native enterprises spanning media and information, asset management and advisory services. BTC is the leading provider of Bitcoin-related media and events. UTXO is an investment firm focused on private and public Bitcoin companies. Nakamoto’s acquisition of BTC and UTXO represents a significant addition to Nakamoto’s portfolio and advances its stated mission to develop an ecosystem of Bitcoin-native companies.
The Simpson Thacher team includes Jonathan Corsico, Anthony Vernace, Erin Harvey, Lawrence Ekin and David Jennings (M&A); Michael Osnato (Regulatory) and Benjamin Rippeon (Tax).