David Bailey and Bitcoin local holding company Nakamura announce merger with KindlyMD to establish Bitcoin Treasury
Kindlymd, Inc, a Utah-based healthcare provider. (NASDAQ: KDLY) has entered into a merger agreement with Bitcoin local holding company Nakamoto Holdings Inc. The transaction was announced on May 12, 2025 and includes financing of $710 million through a combination of private placement and convertible notes.
The merger will create a public trading company focused on developing Bitcoin’s treasury strategy, raising $510 million for $1.12 per share through private placement of public equity (PIPE) and mature premium secured convertible notes in 2028.
David Bailey, founder of BTC Inc. and Nakamoto Holdings, will serve as CEO of the joint entity. Tim Pickett will continue to manage KindlyMD’s medical business, which includes four Utah clinics that provide comprehensive healthcare services, pain management and mental health care.
“Nakamoto’s vision is to bring Bitcoin to the heart of global capital markets, packaging it into a new hybrid structure that every investor can understand and own,” said David Bailey, founder and CEO of Nakamoto. “Our mission and the new hybrid structure that we have is simple: list these major exchanges in every major exchange in the world.”
He continued: “Nakamoto is building the first conglomerate to accelerate future public transactions. The financial institutions that define chapters in their history are named after their founders: Medici, Rothschild, Rothschild, Morgan, Goldman. Today, we have identified this legacy on Nakamoto.”
The pipeline financing has attracted more than 200 investors around the world, including Actai Ventures, Artington Capital, BSQ Capital Partners, Kingsway, Kingway, Off the Caint Capital, Parafi, RK Capital, Van Eck and Yorkville Advisors, as well as including Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (Eric Selin of Selin of Jih whw whe) Simon Gerovich (CEO of Metaplanet). YA II PN, Ltd, an investment fund managed by Yorkville Advisors. is the only convertible notes buyer.
Under the agreement, KindlyMD’s stock will continue to trade on the Nasdaq under the “KDLY” symbol until a new stock symbol is announced. The combined company’s board of directors will consist of six directors and one director appointed by Nakamoto.
The transaction includes the assumptions of Nakamoto’s marketing services agreement with BTC Inc., which will provide marketing services related to the Bitcoin Treasury business. The clinical practice of KindlyMD will maintain its current focus on reducing opioid use through integrated health care services.
The merger requires gracious shareholder approval and requires accustomed to ending conditions. Additional transaction details will be provided in the current report on Form 8-K to be submitted to the SEC.
BTC Inc, the parent company of Bitcoin Magazine, is affiliated with Nakamoto through co-ownership. BTC Inc also established a contractual relationship with Nakamoto to provide marketing services.
