KindlyMD, Inc. (NASDAQ: KDLY), a healthcare company focused on integrated, patient-centered services, has entered into a definitive merger agreement with Nakamoto Holdings Inc., a Bitcoin-native holding company founded by David Bailey, Business Wire reports.
The transaction represents a strategic move to establish one of the first publicly traded Bitcoin treasury companies and reflects a shared belief in Bitcoin’s long-term value.
The newly combined entity will focus on acquiring and managing Bitcoin while creating investment products based on its treasury holdings, including equity, debt, and hybrid instruments. Upon closing, David Bailey—also founder of BTC Inc and the investment firm UTXO—will serve as Chief Executive Officer. Tim Pickett, current CEO of KindlyMD, will continue to lead the company’s healthcare operations.
To support the merger, the companies have announced a $510 million private investment in public equity (PIPE) and $200 million in senior secured convertible notes, marking the largest PIPE for a public crypto-related transaction to date. The PIPE attracted over 200 investors across six continents, including major institutional players and notable Bitcoin advocates.
“This transaction marks a pivotal step in integrating traditional finance with Bitcoin-native infrastructure,” said David Bailey. “We envision a future where Bitcoin is a central element in global capital markets, and our strategy is to make it accessible through familiar financial instruments across major exchanges.”
Nakamoto Holdings was created to build a global network of companies aligned with Bitcoin’s growth and utility. The merger with KindlyMD provides the entity with immediate public market access, positioning it as a leader in transparent, compliant Bitcoin treasury operations.
Despite its transition, KindlyMD’s clinical operations—focused on opioid reduction and holistic health services—will remain intact and continue to serve patients under their existing care teams. The merger allows KindlyMD to expand its mission while benefiting from the expertise and capital access provided by the Bitcoin-native team at Nakamoto.
The combined company’s board will comprise six directors appointed by Nakamoto and one from KindlyMD. Shares will continue trading under the ticker symbol “KDLY” on Nasdaq, though a new name and ticker are expected post-merger.
The merger has been unanimously approved by both companies’ boards and remains subject to shareholder approval and customary closing conditions. Upon completion, the combined company will assume Nakamoto’s marketing partnership with BTC Inc to support its treasury and financial services activities.
More information about the transaction will be available in filings with the US Securities and Exchange Commission at www.sec.gov.
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