Raises $510 Million PIPE and $200 Million in Convertible Notes Marking Largest Capital Raise to Launch a Bitcoin Treasury and the Largest PIPE for Any Public Crypto-Related Transaction

David Bailey, Founder of BTC Inc and UTXO, to Lead Combined Company as CEO

Transaction Reflects Shared Belief in Bitcoin's Long-Term Value and Positions Combined Company as a Leading Public Market Bitcoin Treasury

KindlyMD, Inc. (NASDAQ:KDLY, "KindlyMD"))), a leading provider of integrated healthcare services, today announced that it has entered into a definitive merger agreement with Nakamoto Holdings Inc. ("Nakamoto"), a Bitcoin-native holding company, to start a Bitcoin treasury strategy.

Nakamoto is a new holding company founded by David Bailey. In partnership with BTC Inc, Nakamoto seeks to build the first global network of Bitcoin treasury companies. This is the first step in Nakamoto's vision for an ecosystem of Bitcoin-native companies, including media, advisory, and financial services, that exist to accelerate Bitcoin adoption and utility.

The combined company will aim both to accumulate Bitcoin and grow the Bitcoin owned on a per share basis, or Bitcoin Yield, through a variety of equity, debt and other offerings. This merger gives the public market exposure to Bitcoin within a compliant, transparent structure backed by a uniquely experienced Bitcoin management team, including a partnership with one of the world's most influential Bitcoin marketing platforms.

The PIPE financing attracted participation from over 200 investors across six continents, including global investment firms and leaders across the Bitcoin ecosystem. Institutional investors include Actai Ventures, Arrington Capital, BSQ Capital Partners, Kingsway, Off the Chain Capital, ParaFi, RK Capital, Van Eck, and Yorkville Advisors, alongside individuals including Adam Back, Balaji Srinivasan, Danny Yang, Eric Semler (CEO of Semler Scientific), Jihan Wu, Ricardo Salinas, and Simon Gerovich (CEO of Metaplanet). YA II PN, Ltd., an investment fund managed by Yorkville Advisors, was the sole convertible note purchaser.

Upon the close of the transaction, the combined company will be led by Founder and CEO David Bailey, a leader within the Bitcoin ecosystem and an influential advocate for hyperbitcoinization, the inflection point at which Bitcoin becomes the default value system of the world. As Co-Founder and CEO of BTC Inc – the company behind Bitcoin Magazine and the global annual Bitcoin Conferences – and General Partner of Bitcoin-focused investment firm UTXO Management, Mr. Bailey has built industry-leading platforms at the heart of the Bitcoin ecosystem. Mr. Bailey will be supported by a seasoned management team with decades of experience operating in the Bitcoin space.

Transaction Summary

Shares of KindlyMD will continue to trade on Nasdaq under the symbol "KDLY." The combined company expects to be renamed and trade under a new ticker symbol.

The Board of Directors of Nakamoto and KindlyMD have unanimously approved the transaction. The transaction will require the approval of the shareholders of KindlyMD and is subject to customary closing conditions.

The transaction includes $510 million in gross proceeds from a fully committed private placement in public equity ("PIPE Financing") priced at $1.12 per share and consisting of common stock and pre-funded warrants in KindlyMD and $200 million in gross proceeds from the sale of senior secured convertible notes of KindlyMD that mature in 2028 (the "Debt Financing"). The PIPE and Debt Financings are expected to close concurrently with the merger.

As part of the merger, the combined company will assume the rights and obligations of Nakamoto under its marketing services agreement with BTC Inc, whereby BTC Inc provides certain marketing services to Nakamoto and, following the closing of the merger, will provide such services to the combined company in connection with its Bitcoin treasury and related operations.