Nakamoto is a new holding company founded by David Bailey. In partnership with BTC Inc, Nakamoto seeks to build the first global network of Bitcoin treasury companies. This is the first step in Nakamoto’s vision for an ecosystem of Bitcoin-native companies, including media, advisory and financial services, that exist to accelerate Bitcoin adoption and utility.
The combined company will aim both to accumulate Bitcoin and grow the Bitcoin owned on a per share basis, or Bitcoin Yield, through a variety of equity, debt and other offerings. This merger gives the public market exposure to Bitcoin within a compliant, transparent structure backed by a uniquely experienced Bitcoin management team, including a partnership with one of the world’s most influential Bitcoin marketing platforms.
“This is a transformational transaction, and Bitcoin’s emergence as a treasury asset is a natural evolution. With ETF adoption expanding its legitimacy, organizations now have a secure way to hold capital while bypassing the delays of traditional banking. Just as electric engines replaced steam engines, this represents a fundamental shift in how we manage capital—and one that will only accelerate with time,” said Reed Smith's Crypto and Digital Assets Group Chair Constantine Karides.
“In capital markets, we’re seeing strong adoption of alternative and innovative transaction structures that fully embrace blockchain and digital assets enabled by new technologies. While traditional capital market structures tend to move cautiously, those adopting these emerging innovations are experiencing remarkable growth in both volume and creativity,” added Karides.
The PIPE financing attracted participation from over 200 investors across six continents, including global investment firms and leaders across the Bitcoin ecosystem. Institutional investors include Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck and Yorkville Advisors, alongside individuals including Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Ricardo Salinas and Simon Gerovich (CEO of Metaplanet). YA II PN, Ltd., an investment fund managed by Yorkville Advisors, was the sole convertible note purchaser.
The Reed Smith team was led by Constantine Karides, along with capital markets partners Lynwood Reinhardt, Anne Peetz and Katie Geddes. Debt finance partners Jay Spader, Chris Hand and Gerard Martin; executive compensation partner Ian Sherwin; tax partner James Tandler and counsel Ari Byk; IP partner Marjorie Witter Norman and counsel Frank Wei; and health care partners Sung Park and Vicki Tankle also contributed to the transaction.
Additional information can be found on the Business Wire release.