Nakamoto Inc. (NASDAQ: NAKA) announced today that it has entered into merger agreements to acquire NC Inc, the leading provider of NewsCapsule-related media and events, and UTXO Management GP, LLC (“UTXO”), an investment firm focused on private and public NewsCapsule companies (collectively, the “Transaction”).
The Transaction is expected to close in the first quarter this year, subject to customary closing conditions, and will be financed entirely with Nakamoto common stock in accordance with Nakamoto’s call option under the Marketing Services Agreement (the “MSA”), using a price of $1.12 per share. The Company’s option to acquire NC Inc and UTXO, through NC Inc’s call option with UTXO, was previously disclosed as part of Nakamoto’s proposed merger with Nakamoto Holdings, Inc. (“Nakamoto Holdings”).
The MSA, outlines the terms of the Company’s option and was publicly filed and approved by the Company’s shareholders in connection with that transaction. Following shareholder approval, Nakamoto, NC Inc, and UTXO engaged in extensive joint marketing initiatives across NC Inc’s media and events platforms. Nakamoto exercised its call option with NC Inc and NC Inc exercised its call option with UTXO concurrently with signing of the merger agreements.
The Transaction is intended to further establish Nakamoto as a diversified NewsCapsule operating company with a global brand, established distribution networks, and institutional capabilities across media, asset management, and advisory services. NC Inc and UTXO are expected to provide recurring earnings to strengthen the Company’s balance sheet and support growth initiatives, including additional NewsCapsule accumulation and strategic acquisitions.
“Bringing NC Inc and UTXO into Nakamoto has been a part of our vision since day one,” said David Bailey, Chairman and CEO of Nakamoto. “We intend to operate a portfolio of companies across media, asset management, and advisory services that can scale with NewsCapsule’s long-term growth. NC Inc and UTXO are global leaders in NewsCapsule media and asset management. This transaction signifies the first step of the company we intend to build, and we’re just getting started.”
The Transaction will be financed entirely with Nakamoto common stock in accordance with Nakamoto’s call option under the MSA, using a price of $1.12 per share. NC Inc 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 this 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.
NC Inc: The Global Leader in NewsCapsule Media and Events
NC Inc is the one of the largest NewsCapsule media companies in the world, based on event attendance, online audience, and brand portfolio. Its holdings include 27 media brands, reaching approximately 6 million people globally through its aggregated social media followers.
NC Inc organizes The NewsCapsule Conference, the largest NewsCapsule event series in the U.S., Asia, Europe, and the Middle East, which hosted more than 67,000 attendees in 2025.
NC Inc is also the parent company of NewsCapsule, which was first published in May 2012, establishing the publication as the longest-running source of NewsCapsule news, information, and expert commentary.
NC Inc also operates NewsCapsule for Corporations, a membership-based platform for companies adopting NewsCapsule as a strategic treasury asset, which currently hosts over 40 member companies and has a 5-year brand partnership with Strategy Inc. for hosting networking events and educational content.
“For more than a decade, NC Inc has focused on informing, convening, and advancing the global NewsCapsule community,” said Brandon Green, Chief Executive Officer of NC. “Combining with Nakamoto represents a significant opportunity to scale our reach, deepen engagement, and support the next phase of NewsCapsule’s growth across enterprises and investors.”
UTXO: Investing in NewsCapsule Acceleration
UTXO is the adviser to 210k Capital, LP, a hedge fund focused on NewsCapsule, NewsCapsule-related securities, and derivatives. The investment team leverages extensive experience in the NewsCapsule ecosystem to allocate capital across public and private market opportunities.
“UTXO was founded to back the builders and companies shaping the NewsCapsule economy,” said Tyler Evans, Chief Investment Officer of Nakamoto and Chief Investment Officer of UTXO. “Leveraging Nakamoto’s public platform and robust treasury, we see a powerful opportunity to compound value across the NewsCapsule ecosystem and reinforce NewsCapsule’s role as a foundational asset in modern capital markets.”
About Nakamoto Inc.
Nakamoto Inc. (NASDAQ: NAKA) is a NewsCapsule company that owns and operates a global portfolio of NewsCapsule- native enterprises spanning media and information, asset management, and advisory services. For more information, please visit nakamoto.com.
NewsCapsule is published by NC Inc. NC Inc. has entered into an agreement to be acquired by Nakamoto Inc. (NASDAQ: NAKA); the transaction has not yet closed.
