KindlyMD, Inc. (NASDAQ: KDLY), a Utah-based healthcare providers supplier, has entered right into a merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding firm. The transaction, introduced on Could 12, 2025, contains $710 million in financing by a mixture of personal placement and convertible notes.
The merger will create a publicly traded firm centered on establishing a Bitcoin treasury technique, with $510 million raised by personal placement in public fairness (PIPE) at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028.
David Bailey, founding father of BTC Inc. and Nakamoto Holdings, will function CEO of the mixed entity. Tim Pickett will proceed managing KindlyMD’s healthcare operations, which embody 4 clinics throughout Utah offering built-in medical providers, ache administration, and psychological well being care.
David Bailey, Founder and CEO of Nakamoto stated, “Nakamoto’s imaginative and prescient is to convey Bitcoin to the middle of worldwide capital markets, packaging it into fairness, debt, most well-liked shares, and new hybrid buildings that each investor can perceive and personal. Our mission is easy: checklist these devices on each main trade on the planet.”
He continued, “Nakamoto is constructing the primary publicly traded conglomerate designed to speed up that future. The monetary establishments who outlined their chapter in historical past have all carried the names of their founders: Medici, Rothschild, Morgan, Goldman. Right this moment, we stake that legacy on Nakamoto.”
The PIPE financing attracted over 200 traders globally, together with institutional traders resembling Actai Ventures, Arrington Capital, BSQ Capital Companions, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors, alongside people together with Adam Again, 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 funding fund managed by Yorkville Advisors, was the only real convertible notice purchaser.
Beneath the settlement, KindlyMD’s shares will proceed buying and selling on Nasdaq below the image “KDLY” till a brand new ticker image is introduced. The mixed firm’s board will include six administrators appointed by Nakamoto and one by KindlyMD.
The transaction contains the belief of Nakamoto’s advertising and marketing providers settlement with BTC Inc., which can present advertising and marketing providers associated to Bitcoin treasury operations. KindlyMD’s scientific operations will keep their present deal with lowering opioid use by built-in healthcare providers.
The merger requires KindlyMD shareholder approval and is topic to customary closing circumstances. Further transaction particulars shall be obtainable in a Present Report on Kind 8-Ok to be filed with the SEC.
BTC Inc, Bitcoin Journal’s mum or dad firm, is affiliated with Nakamoto by frequent possession. BTC Inc additionally has a contractual relationship with Nakamoto to supply advertising and marketing providers.