Bitcoin Magazine Parent Company Nakamoto Holdings Merges with Utah Healthcare Provider KindlyMD to Create Bitcoin Treasury

KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare services provider, has entered into a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company.

KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based provider of healthcare services, has entered into a merger agreement with Bitcoin-native holding company Nakamoto Holdings Inc.. The transaction also includes $710 million in financing through a combination of private placement and convertible notes.

The merger will create a new publicly traded company focused on establishing a Bitcoin treasury strategy.

The transaction includes a $510 million private placement in public equity (PIPE) at $1.12 per share and senior secured convertible notes for $200 million maturing in 2028.

The PIPE financing was oversubscribed with over 200 investors globally, including Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, Yorkville Advisors, and individuals including Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Jihan Wu, 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 merger will require approval by KindlyMD shareholders and is subject to customary closing conditions.

The combined company’s board will consist of six directors appointed by Nakamoto and one director appointed by KindlyMD.

The transaction includes the assumption of Nakamoto’s marketing services agreement with BTC Inc (CRYPTO: BTC), which will provide marketing services related to Bitcoin treasury operations. KindlyMD’s clinical operations will continue their current focus on reducing opioid use through integrated healthcare services.

Additional transaction details will be available in a Current Report on Form 8-K to be filed with the SEC.

BTC Inc, Bitcoin Magazine’s parent company, is affiliated with Nakamoto through common ownership. BTC Inc also has a contractual relationship with Nakamoto to provide marketing services.

KindlyMD shares will continue trading on Nasdaq under the symbol “KDLY” until a new ticker symbol is announced.