David Bailey’s Nakamoto Holdings Inc. completed its merger with KindlyMD, Inc. (NASDAQ: NAKA) on August 14, 2025, forming a publicly traded Bitcoin treasury vehicle.
The combined company, operating under the KindlyMD name, raised $540 million through a private placement in public equity (PIPE) financing and closed a $200 million convertible note offering, totaling $740 million. These funds are primarily intended for Bitcoin purchases to build a substantial treasury, with a long-term goal of acquiring one million BTC.
Currently, KindlyMD holds 21 Bitcoin, but plans to add approximately 4,544 more at current market prices, positioning it among the top 20 Bitcoin treasury firms. David Bailey, a Bitcoin advocate and former advisor to Donald Trump, serves as CEO and Chairman, with Tim Pickett, former KindlyMD CEO, now Chief Medical Officer.
SPACs provide a faster route for crypto firms to go public compared to traditional IPOs, which can take over six months and involve extensive regulatory scrutiny. The Nakamoto-KindlyMD merger, completed in weeks, exemplifies this speed, raising $740 million to fund Bitcoin purchases.
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SPAC mergers like Nakamoto’s create publicly traded vehicles that offer investors indirect exposure to Bitcoin without the complexities of self-custody or direct crypto volatility. This is particularly appealing to institutional investors wary of unregulated crypto markets.
The Nakamoto-KindlyMD deal, backed by a $540 million PIPE and $200 million convertible note, demonstrates how SPACs attract institutional capital from firms like Galaxy Digital and Pantera Capital, broadening the investor base. SPACs bridge crypto and traditional finance by creating regulated equity vehicles that hold digital assets.
Nakamoto’s strategy mirrors MicroStrategy’s (now Strategy) model, which saw its market cap soar to over $120 billion by leveraging Bitcoin as a treasury asset. The SEC’s “Project Crypto” and its classification of Bitcoin and Ether as cash equivalents in 2025 have reduced regulatory barriers, encouraging more SPAC-driven crypto treasury firms.
Crypto treasury SPACs often trade at premiums over their net asset value (NAV), as seen with Strategy’s 200% premium. Nakamoto’s aim to build a one-million BTC treasury could similarly drive speculative investor interest, potentially inflating valuations. However, this premium is vulnerable to market downturns.
Critics like Jim Chanos and Nic Carter warn that these premiums may erode during bear markets, leaving retail investors exposed if token values drop. SPAC structures, including Nakamoto’s, involve significant shareholder dilution due to sponsor fees (often 20% of equity) and PIPE financing.
High redemption rates (95% in 2025 SPACs) can strain funding, as seen in broader market trends. The crypto market’s volatility, combined with speculative SPAC models, poses risks. Past crypto SPACs, like those targeting miners or exchanges, often underperformed, with 85% of SPACs trading below IPO price post-merger.
A more crypto-friendly regulatory environment under SEC Chairman Paul Atkins and pro-crypto policies from the Trump administration have boosted SPAC activity. Nakamoto’s merger benefits from this shift, as the SEC’s relaxed stance on Bitcoin as a cash equivalent eases treasury strategies.
How SPACs Are Shaping the Crypto Market
Unlike 2021 SPACs that targeted crypto exchanges or miners, 2025 SPACs, like Nakamoto-KindlyMD, focus on Bitcoin treasury strategies. This shift, inspired by Strategy’s success, emphasizes holding digital assets as a core business model, offering investors high-beta exposure to crypto price movements.
Examples include ProCap BTC’s $1 billion SPAC merger to buy 3,724 BTC and Cantor Equity Partners’ merger with Twenty One Capital, both prioritizing Bitcoin accumulation. The SPAC market raised $11 billion in 2025, with crypto-linked SPACs driving significant activity.
Nakamoto’s $740 million raise aligns with this trend, as boutique banks like Cohen & Co. and Cantor Fitzgerald lead deals, filling the gap left by major banks like Citigroup. This resurgence follows a “crypto winter” and SPAC bust, with 2025 deals matching 2024’s total capital raised, signaling renewed investor confidence.
SPACs enable crypto firms to use Bitcoin as collateral for loans, insurance, or other financial products, as seen in broader trends with companies like Bitcoin Standard Treasury Company. Nakamoto could adopt similar strategies to generate yield from its Bitcoin holdings, enhancing treasury stability.[](k SPAC boom, including deals like Nakamoto’s, may mirror the 2021 speculative frenzy.
Overexuberance could lead to inflated valuations unsupported by fundamentals, with 75% of 2025 SPAC mergers trading below IPO price. The Nakamoto-KindlyMD merger exemplifies how SPACs are reshaping the crypto market by enabling rapid public listings, attracting institutional capital, and legitimizing Bitcoin as a treasury asset.
This trend fosters integration with traditional finance, drives speculative premiums, and introduces innovative financial products. However, risks like dilution, volatility, and regulatory uncertainty persist. For Nakamoto, disciplined management of its $740 million war chest and transparent governance will be critical to sustaining investor confidence and avoiding the pitfalls of past SPAC failures.