David Bailey's Nakamoto, KindlyMD Merge to Launch $710M Bitcoin Treasury

David Bailey, a prominent figure in the Bitcoin ecosystem and founder of BTC Inc and UTXO, is spearheading a new venture that aims to bring Bitcoin directly to public markets. His Bitcoin-native holding company, Nakamoto Holdings Inc., has announced a merger agreement with KindlyMD, Inc. (NASDAQ:KDLY), a healthcare services provider, in a strategic move to establish a publicly traded Bitcoin treasury.

The transaction is backed by a $710 million capital raise, comprising a $510 million private placement in public equity (PIPE) financing and $200 million in convertible notes. A PIPE is a way for publicly traded companies to raise capital by selling shares to private investors at a discount to the current market value. These investors are typically institutional entities or accredited individuals.

The PIPE financing for this merger attracted substantial interest from over 200 investors across six continents, including notable firms like Van Eck and ParaFi, as well as prominent Bitcoin advocates such as Adam Back and Jihan Wu. YA II PN, Ltd., managed by Yorkville Advisors, was the sole purchaser of the $200 million in convertible notes, the announcement said.

Upon the closing of the merger, which is subject to shareholder approval and customary conditions, the combined entity will be led by David Bailey as CEO. The company's primary objective will be to accumulate Bitcoin and increase its Bitcoin holdings per share, or "Bitcoin Yield," through various equity, debt, and other financial offerings. This strategy aims to provide public market investors with compliant and transparent exposure to Bitcoin, guided by a management team deeply rooted in the Bitcoin space.

"Traditional finance and Bitcoin-native markets are converging. 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," stated David Bailey, founder and CEO of Nakamoto. He further articulated Nakamoto's vision 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."

While the combined company will be led by Bailey, Tim Pickett, CEO of KindlyMD, will continue to manage the healthcare operations of KindlyMD, which will remain focused on its mission of combating the opioid crisis. The existing KindlyMD clinics are expected to operate with their current teams and patient-centric approach.

The merger will result in a new name and ticker symbol for the combined company, although KindlyMD's shares will continue to trade on Nasdaq under the "KDLY" symbol until the transaction is finalized.