KindlyMD, Inc. (Nasdaq: KDLY), a Utah-based healthcare provider, will merge with bitcoin-native holding company Nakamoto Holdings Inc. to establish a publicly traded entity focused on building a bitcoin treasury, backed by $510 million in private equity and $200 million in convertible notes.

The merger, approved by both boards, positions Nakamoto founder David Bailey—CEO of BTC Inc. and UTXO Management—as chief executive of the combined company. KindlyMD CEO Tim Pickett will oversee healthcare operations, which will continue addressing the opioid crisis through holistic care.

The deal, contingent on shareholder approval, marks the largest capital raise for a bitcoin treasury and the biggest PIPE (private investment in public equity) transaction in crypto history. Nakamoto aims to accumulate Bitcoin and expand its “bitcoin yield” per share through equity, debt, and hybrid offerings.

Bailey emphasized plans to list BTC-linked financial instruments globally, calling Nakamoto the first conglomerate designed to accelerate bitcoin’s integration into mainstream capital markets. Over 200 investors, including Arrington Capital, Vaneck, and Metaplanet CEO Simon Gerovich, participated in the funding.

KindlyMD’s clinics will remain operational, maintaining insurance reimbursements and patient-focused care. The combined company will leverage BTC Inc.’s marketing resources to promote its bitcoin strategy. A six-member board dominated by Nakamoto appointees will oversee operations.

“This merger represents a strategic leap for KindlyMD, allowing us to expand our mission,” said Pickett. Bailey added that Nakamoto seeks to mirror legacy financial institutions by making Bitcoin a core asset class. Cohen & Company Capital Markets and 10X Capital advised on the transaction, expected to close pending regulatory approvals. Post-merger, KindlyMD shares will trade under a new ticker. SEC filings detailing the deal will be published this month.

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