In a significant move that signals the growing integration of Bitcoin into traditional financial markets, Nakamoto Holdings Inc., a Bitcoin-native holding company founded by David Bailey, has announced a merger with healthcare services provider KindlyMD, Inc. (NASDAQ: KDLY). The transaction includes $710 million in financing through a combination of private placement and convertible notes, marking the largest capital raise to fund a Bitcoin treasury company and the biggest private investment in public equity (PIPE) for any public crypto-related transaction.
BREAKING: David Bailey and holding company Nakamoto raises $710 million and announces merger with KindlyMD to establish #Bitcoin Treasury. pic.twitter.com/eCuJfemaQh
— Bitcoin Magazine (@BitcoinMagazine) May 12, 2025
Strategic Vision and Leadership
The merger will create a publicly traded company focused on establishing a Bitcoin treasury strategy, with $510 million raised through private placement in public equity at $1.12 per share and $200 million in senior secured convertible notes maturing in 2028.
David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the combined entity. Tim Pickett will continue managing KindlyMD’s healthcare operations, which include four clinics across Utah providing integrated medical services, pain management, and mental health care.
“Nakamoto’s vision is to bring Bitcoin to the center 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,” said Bailey.
He continued, “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.“
“Traditional finance and bitcoin-native markets are converging,” Bailey said. “The securitization 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.“
Investor Interest and Market Impact
The PIPE financing attracted over 200 investors globally, 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, alongside individuals including Adam Back, 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 investment fund managed by Yorkville Advisors, was the sole convertible note purchaser.
Shares of KindlyMD surged more than 650% in premarket trading following the announcement.
Operational Structure and Governance
Under the agreement, KindlyMD’s shares will continue trading on Nasdaq under the symbol “KDLY” until a new ticker symbol is announced. The combined company’s board will consist of six directors appointed by Nakamoto and one by KindlyMD.
The combined company will maintain KindlyMD’s healthcare operations while accelerating Nakamoto’s vision of a Bitcoin-native financial conglomerate supported by BTC Inc’s media and advisory network — the firm behind Bitcoin Magazine.
Upon the close of the transaction, the combined company will be led by Founder and CEO David Bailey, a leader within the Bitcoin ecosystem and an influential advocate for hyperbitcoinization, the inflection point at which Bitcoin becomes the default value system of the world. As Co-Founder and CEO of BTC Inc – the company behind Bitcoin Magazine and the global annual Bitcoin Conferences – and General Partner of Bitcoin-focused investment firm UTXO Management, Mr. Bailey has built industry-leading platforms at the heart of the Bitcoin ecosystem. Mr. Bailey will be supported by a seasoned management team with decades of experience operating in the Bitcoin space.
Tim Pickett, CEO and founder of KindlyMD, will continue to manage KindlyMD’s healthcare operations. Under the combined company, KindlyMD clinics will remain dedicated to their mission of combating the opioid crisis through innovative, holistic health services. The clinics are expected to continue operation with the same care teams and patient-first values that have defined their development to date.
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Bitcoin Treasury Strategy
The combined company aims to both accumulate Bitcoin and grow the Bitcoin owned on a per share basis, termed “Bitcoin Yield,” through various equity, debt, and other offerings. This approach gives public market investors exposure to Bitcoin within a compliant, transparent structure backed by an experienced Bitcoin management team.
“This merger represents a strategic leap for KindlyMD, allowing us to expand our mission,” KindlyMD CEO Tim Pickett said. “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.”
Industry Context
There are now more than 70 companies that have adopted some form of bitcoin treasury, with Cantor Fitzgerald, SoftBank, Bitfinex, and Tether recently announcing the planned launch of a $3.6 billion bitcoin venture called Twenty One, joining the likes of Semler Scientific, KULR, and Metaplanet in adopting a bitcoin acquisition model, pioneered by Strategy (formerly MicroStrategy).
Transaction Details
The transaction includes the assumption of Nakamoto’s marketing services agreement with BTC Inc., which will provide marketing services related to Bitcoin treasury operations. KindlyMD’s clinical operations will maintain their current focus on reducing opioid use through integrated healthcare services.
The merger requires KindlyMD shareholder approval and is subject to customary closing conditions. Additional transaction details will be available in a Current Report on Form 8-K to be filed with the SEC.
BTC Inc, Bitcoin Magazine’s parent company, is affiliated with Nakamoto through common ownership. BTC Inc also has a contractual relationship with Nakamoto to provide marketing services.
Market Significance
This merger represents one of the most ambitious Bitcoin treasury strategies to date. It positions the new entity as a publicly traded Bitcoin conglomerate aimed at pushing BTC into the heart of global capital markets. Bailey, who has been a longtime Bitcoin advocate and advisor to Donald Trump’s 2024 campaign, is positioning this new venture to build a new breed of financial institution that uses Bitcoin as a core asset.
The transaction reflects a growing trend of Bitcoin integration into traditional finance and corporate treasury strategies, signaling increasing institutional acceptance of digital assets as legitimate financial instruments.
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