Bitcoin's New Empire: Nakamoto Builds a Treasury-Backed Conglomerate

Nakamoto Holdings Inc., the Bitcoin-native holding company affiliated with KindlyMD, is preparing to acquire BTC Inc., following the completion of a successful audit and a recent Bitcoin acquisition. The strategic move aligns with Nakamoto’s broader mission to build a global portfolio of Bitcoin-native companies and establish itself as a leading publicly traded conglomerate in the cryptocurrency space. The acquisition is expected to be funded in part by the recent purchase of 5,743.91 Bitcoin, valued at approximately $679 million, which KindlyMD acquired using proceeds from its private placement in public equity (PIPE) financing. This transaction increases the company’s total Bitcoin holdings to 5,764.91 BTC. David Bailey, CEO and Chairman of KindlyMD, emphasized that Bitcoin is being positioned as a reserve asset and a foundation for constructing a more dynamic capital structure that supports the growth of a decentralized financial ecosystem.

The recent acquisition of Bitcoin follows a $51.5 million additional PIPE financing round that closed in under 72 hours, adding to KindlyMD’s total financing of approximately $563 million in PIPE equity and $763 million including convertible notes. The proceeds from this round are intended to be used for Bitcoin purchases and general corporate purposes. This additional financing reinforces KindlyMD’s commitment to its strategy of accumulating Bitcoin while expanding its capital base to support future operations and potential acquisitions. The company has previously raised capital through similar mechanisms, including a $763 million mix of convertible notes and equity, demonstrating strong investor confidence in its vision.

Nakamoto’s strategy involves more than simply holding Bitcoin as a reserve asset; it aims to leverage Bitcoin as a base layer of value and pair it with public equity to strategically deploy capital into smaller, high-potential public companies. This model is designed to compound exposure, improve market access, and support the growth of a decentralized, Bitcoin-native financial ecosystem. UTXO Management, a subsidiary of Nakamoto, has already seeded and supported several high-profile Bitcoin treasury companies, including Metaplanet, The Smarter Web Company, and The Blockchain Group—each of which has demonstrated significant growth in BTC holdings and public equity value.

The company’s strategy is also informed by the structural limitations that many institutional investors face in accessing Bitcoin directly, as they are often permitted only to invest in public equities that hold Bitcoin as a treasury asset. By seeding and supporting regionally compliant public vehicles, Nakamoto is addressing this asymmetry and serving as a legal and practical conduit for institutional Bitcoin exposure. This approach is supported by the public market’s transparency, liquidity, and efficient price discovery, which enable capital recycling and rapid expansion into new geographies.

A key element of Nakamoto’s capital management strategy is compliance with the 40% securities threshold of the Investment Company Act of 1940, which limits the percentage of its balance sheet that can consist of securities such as public equities. As equity positions in Bitcoin treasury companies appreciate, Nakamoto must sell down these stakes to stay within the regulatory limit, reinforcing a focus on cycling gains back into Bitcoin. To manage this constraint, the company is utilizing innovative structures such as Bitcoin-denominated convertible notes, which allow for gradual conversion and avoid sudden regulatory breaches.

The recent acquisition of BTC Inc. is a milestone in Nakamoto’s long-term vision of building a publicly traded conglomerate of Bitcoin companies. By acquiring and developing an ecosystem of companies across finance, media, and advisory services, Nakamoto aims to provide the infrastructure necessary for the next generation of capital markets. With over $750 million in capital, the company is well positioned to scale its strategy globally and continue its mission of accumulating one million Bitcoin. As Bitcoin increasingly functions as a global benchmark for capital, strategies that generate returns in excess of Bitcoin itself are becoming particularly valuable.