In an expedited move to become a Bitcoin treasury company, KindlyMD (NASDAQ: NAKA) has filed a Definitive Information Statement to complete its merger with Nakamoto Holdings. According to the filing, the agreement passed after 50.76% of voting shares approved the transaction on May 18 and 50.14% approved related financings on June 19.
Under the merger agreement, Nakamoto shareholders will receive 22.3 million shares of KindlyMD common stock at $1.12 per share. Concurrently, KindlyMD raised $511.7 million through a private placement of common shares and pre-funded warrants at $1.12 per share and, on June 19, an additional $51.5 million via a $5.00 per share PIPE, in order to purchase bitcoin.
The company also issued a three year maturity, $200 million senior secured convertible debenture to Yorkville Advisors, collateralized by $400 million of bitcoin and carrying 0% interest for two years, 6% in the third year, and 18% in the event of default. The company also intends to use these proceeds to acquire bitcoin.
To support post-closing growth, KindlyMD adopted a 2025 Equity Incentive Plan reserving 10% of fully diluted shares, and entered a non-interest-bearing $1.75 million working-capital note with BTC Inc. – the parent company of Bitcoin Magazine, The Bitcoin Conference, and UTXO Management – drawn monthly through September 30, 2025, secured by all assets, and due upon the merger’s close or November 14.
The merger and financings are still subject to closing conditions, including HSR clearance and Nasdaq listing approval for the new issuances. Upon closing, Nakamoto will become a wholly owned subsidiary of KindlyMD, which will continue focusing on both healthcare data services and bitcoin treasury operations.
At time of publication, NAKA is down 5.4%.
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