A Bitcoin‑focused public company just bought two businesses that its own CEO originally founded, leaving many in the crypto circles scratching their heads over who’s really running the show.

The buyer, recently launched Bitcoin treasury company Nakamoto Inc., said in a Feb. 17 press release that it will merge with BTC Inc., the media and events group behind Bitcoin Magazine and The Bitcoin Conference, and UTXO Management, a Bitcoin-focused investment adviser.

David Bailey, Nakamoto’s chairman and CEO, co-founded BTC Inc. and UTXO Management, meaning he is effectively the buyer, seller, and CEO approving the deal.

“The Transaction is intended to further establish Nakamoto as a diversified Bitcoin operating company with a global brand, established distribution networks, and institutional capabilities across media, asset management, and advisory services,” the press release states.

The deal is expected to close in Q1 2026 and is valued at about $107.2 million. Shares of Nakamoto, which trade on Nasdaq under the ticker NAKA, are down over 90% on the year.

NAKA shares are down 2.5% today and trading 10% lower since yesterday evening, following the news.

As Bitcoin advocate Justin Bechler pointed out in an X article on Feb. 17, in November 2025 Bailey handed the CEO title of BTC Inc. to Brandon Greene, who previously served as managing director, chief of staff, and head of events at BTC Inc., driving the growth of Bitcoin Magazine.

Bailey’s background spans over a decade in crypto leadership, including leading Bitcoin Magazine and organizing industry events. During the 2024 U.S. election cycle he was a visible Bitcoin advocate who advised Donald Trump’s campaign on crypto and played a role in securing Trump’s keynote appearance at the 2024 Bitcoin Conference.

‘Exit Liquidity’

As multiple commentators on X pointed out, the mechanics of the deal appear messy, given the ownership of the involved parties. The transaction will be financed entirely with newly issued common stock priced at $1.12 per share under pre‑existing call‑option terms, giving the sellers shares worth more than four times NAKA’s current market price, trading near $0.27 at press time.

That means Bailey’s private companies are being absorbed into the public shell at a price set long before most current shareholders bought in.

“Forget the pricing fiction on the contract. What matters is that 363.6 million new shares just entered the float. Existing shareholders are being diluted by that number regardless of whether the paperwork says $1.12 or $0.29. The $1.12 label is a courtesy to the seller. The dilution is real,” Bechler writes.

Because the call rights were previously disclosed and approved as part of earlier merger documentation, Nakamoto said “No additional Nakamoto shareholder approval is required to complete the Transaction.”

Some onlookers argue it was expected that Nakamoto would pull this move. Brian Brookshire, advisor at Bitcoin credit‑backed stablecoin protocol Saturn, noted in an X post yesterday evening that “no one should be surprised by this deal,” adding that “it was crystal clear from the outset that Nakamoto was a vehicle for bringing BTC Inc. public.”

For outside investors, the deal shows how linked operating businesses can be folded into a public shell while using shareholders as “exit liquidity.” Some explicitly pointed out the redundant ownership structure, saying the transaction was nothing more than “David pays David for David’s company with shareholders money…and the scam goes on.”