Nakamoto & KindlyMD merge with USD $710 million Bitcoin plan

Nakamoto and KindlyMD have reached a merger agreement to launch a Bitcoin treasury strategy supported by a significant capital raise.

The merger will see Nakamoto, a Bitcoin-native holding company founded by David Bailey, combine with KindlyMD, a provider of integrated healthcare services. The merged company plans to accumulate Bitcoin and increase the amount of Bitcoin owned on a per-share basis, referred to as Bitcoin Yield, using a range of equity, debt, and other offerings.

As part of the transaction, the companies announced a private investment in public equity (PIPE) of USD $510 million and the sale of USD $200 million in convertible notes. According to the companies, this constitutes the largest PIPE for any public crypto-related transaction and the largest capital raise to initiate a Bitcoin treasury.

The PIPE financing attracted more than 200 investors from six continents, including institutional investors such as Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors. Individual investors include Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler, Jihan Wu, Ricardo Salinas, and Simon Gerovich. YA II PN, Ltd., managed by Yorkville Advisors, served as the sole purchaser of the convertible notes.

The combined company will be led by David Bailey as CEO, with support from a Bitcoin-focused management team. A marketing services agreement involving BTC Inc., a prominent Bitcoin marketing platform, will also be included.

David Bailey, Founder and CEO of Nakamoto, said, "Traditional finance and Bitcoin-native markets are converging. The securitisation of Bitcoin will redraw the world's economic map. We believe a future is coming where every balance sheet – public or private – holds Bitcoin. Nakamoto seeks to be the first publicly traded conglomerate designed to accelerate that."

"Nakamoto's vision is to bring Bitcoin to the centre of global capital markets, packaging it into equity, debt, preferred shares, and new hybrid structures that every investor can understand and own. Our mission is simple: list these instruments on every major exchange in the world."

Bailey added, "Nakamoto is building the first publicly traded conglomerate designed to accelerate that future. The financial institutions who defined their chapter in history have all carried the names of their founders: Medici, Rothschild, Morgan, Goldman. Today, we stake that legacy on Nakamoto."

Tim Pickett, CEO and founder of KindlyMD, will continue to oversee the company's healthcare operations under the new structure. He commented, "This merger represents a strategic leap for KindlyMD, allowing us to expand our mission. Nakamoto brings in a team with deep expertise in Bitcoin strategy and unparalleled access to the leading experts in Bitcoin treasury management. It's a bold new vision that will drive long-term value for our shareholders."

The clinics currently operated by KindlyMD will maintain their existing focus, remaining committed to combating the opioid crisis using holistic healthcare services. These clinics are expected to retain their teams and maintain patient-first values during and after the transaction.

The proposed Board of Directors for the combined company will consist of six directors appointed by Nakamoto and one director appointed by KindlyMD. The final members will be named before closing the transaction.

Shares of KindlyMD will continue to trade on Nasdaq under the ticker symbol "KDLY" until the combined company is renamed and adopts a new trading symbol. Before the transaction is finalised, approval from KindlyMD shareholders and other customary closing conditions are required.

In addition to the main transaction, BTC Inc will provide ongoing marketing services to the combined company as part of its Bitcoin treasury and related operations.

Cohen & Company Capital Markets is serving as the lead financial advisor and placement agent for debt and PIPE financing. 10X Capital, through its affiliated broker-dealer, is also acting as a financial advisor and placement agent. Legal advisors for Nakamoto include Reed Smith LLP, while Loeb & Loeb LLP acted as placement agent counsel. KindlyMD is advised by Brunson Chandler & Jones, PLLC and HighGate Capital Partners.

Following the approval and closing of the transaction, the combined entity intends to pursue its stated mission of establishing itself and its Bitcoin instruments across global capital markets.