お知らせ • Aug 15
Nakamoto Holdings Inc. completed the acquisition of Kindly MD, Inc. (NasdaqCM:KDLY) from Wade Rivers LLC and others in a reverse merger transaction.
Nakamoto Holdings Inc. entered into a definitive merger agreement to acquire Kindly MD, Inc. (NasdaqCM:KDLY) from Wade Rivers LLC and others for $87 million in a reverse merger transaction on May 12, 2025. Upon the terms and subject to the conditions set forth in the Merger Agreement, Nakamoto continuing as the surviving entity and a wholly-owned subsidiary of Kindly, and as a result of which the holders of Nakamoto Class A and Class B common stock (other than shares held in treasury or by dissenting stockholders) will receive an aggregate 22.3 million shares of Kindly MD common stock based on a price per share of $1.12. Shares of Merger Sub common stock will be converted into shares of common stock of the surviving corporation. In case of termination of transaction, Nakamoto Holdings Inc. will pay a termination fee of $2.50 million and Kindly will pay a termination fee of $2.50 million. Tim Pickett, Chief Executive Officer 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 Board of Directors of the combined company will consist of six directors appointed by Nakamoto and one director appointed by KindlyMD, each of whom will be named prior to closing.
The board of directors of Kindly, and the board of directors of Nakamoto unanimously approved the Merger Agreement. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, approval of offer by acquirer board, obtaining financing, subject to shareholder approval,HSR act and third party approval needed. The deal has been unanimously approved by the board. The Merger to be completed, including obtaining all approvals, consents, clearances, registrations, permits, authorizations and other confirmations from any third party necessary, proper or advisable to consummate the transactions contemplated by the Merger Agreement. As of May 20, 2025, KindlyMD shareholders approved the transaction. In connection with the transaction, the parties will prepare and file an information statement with the Securities and Exchange Commission. The merger is expected to close 20 days after the date that the parties mail the information statement to KindlyMD shareholders. The transaction is now on track to close in the third quarter of 2025. As of June 18, 2025 Nakamoto Holdings Appoints Tyler Evans as Chief Investment Officer to Lead Bitcoin-Native Capital Deployment.
As of May 23, 2025, KindlyMD has changed its ticker from “KDLY” to “NAKA” on the Nasdaq Stock Exchange. The ticker for the tradable warrants has also been changed from “KDLYW” to “NAKAW” and the common stock and warrants will begin trading under the new tickers beginning May 23, 2025.
Cohen & Company Capital Markets, LLC acted as financial advisor for Nakamoto Holdings Inc. Constantine Karides, Lynwood E. Reinhardt, Anne G. Peetz, Katherine E. Geddes, Jay Spader, Christopher J. Hand, Gerard C. Martin, Ian Sherwin, James R. Tandler, Ari Byk, Vicki J. Tankle, Sung W. Park, Frank Wei and Marjorie Witter Norman of Reed Smith LLP acted as legal advisor for Nakamoto Holdings Inc. Brunson Chandler & Jones, PLLC acted as legal advisor for Kindly MD, Inc. Kingswood Investments, LLC acted as financial advisor and provided fairness opinion to Kindly MD, Inc and will recieve a fee of $110,000. HighGate Capital Partners and WallachBeth Capital LLC acted as financial advisor to Kindly MD, Inc.
Nakamoto Holdings Inc. completed the acquisition of Kindly MD, Inc. (NasdaqCM:KDLY) from Wade Rivers LLC and others in a reverse merger transaction on August 14, 2025. Nakamoto is now a wholly-owned subsidiary of KindlyMD and the Company will operate the Bitcoin financial services line of business under the Nakamoto brand. The transaction generated approximately $540 million of gross proceeds from the private placement in public equity ("PIPE Financing"). The PIPE Financing closed concurrently with the merger. The proceeds will be used to fund the purchase of Bitcoin and for general corporate purposes. The Company expects to close the previously announced $200 million convertible note offering tomorrow.
Mr. Bailey will serve as the CEO and Chairman of the Company's Board of Directors (the "Board"). Mr. Pickett will continue to manageKindlyMD's healthcare operations as Chief Medical Officer and also serve as a director of the combined company. Other new members of the leadership team include Amanda Fabiano, Chief Operating Officer, Tyler Evans, Chief Investment Officer, and Andrew Creighton, Chief Commercial Officer. Jared Barrera will remain as KindlyMD'sChief Financial Officer. Alongside Mr. Bailey and Mr. Pickett, the following independent directors have been named to the board: Charles Blackburn, Perianne Boring, Eric Weiss, Greg Xethalis and Mark Yusko.
10X Capital ("10X"), through its affiliated broker-dealer, also served as a financial advisor and placement agent to Nakamoto.
