B. Riley Securities served as exclusive financial advisor and fairness opinion provider to the special committee of independent directors of the board of directors of Nakamoto in connection with Nakamoto’s announced acquisition of BTC and UTXO Management GP.
Nakamoto exercised its call option to acquire BTC and UTXO Management, previously disclosed as part of its merger with Nakamoto Holdings. The transaction is valued at approximately $107 million and will be financed entirely with Nakamoto common stock at $1.12 per share. BTC and UTXO securityholders will receive 363,589,816 shares on a fully diluted basis, based on Nakamoto’s closing price of $0.2951 on Feb. 13, 2026. No additional Nakamoto shareholder approval was required to complete the transaction. The deal is expected to close in Q1/26, subject to customary closing conditions.
B. Riley Securities’ deal team was led by Joe Nardini, Matt Spain, Matthew Doull and Alex Wolodzko, and included Joe Nardini, Jr.
