Podcast Summary:

TFTC: A Bitcoin Podcast
Host: Marty Bent
Episode: #676 – Building the First Bitcoin-Focused SPAC on NASDAQ
Guests: Andrew Hohns & Jonathan Kirkwood
Date: October 27, 2025

Main Theme

This episode explores the launch and vision behind the first Bitcoin-focused SPAC (Special Purpose Acquisition Company) listed on NASDAQ: BTC Development Company (trading as BDCI). Marty Bent, Andrew Hohns, and Jonathan Kirkwood discuss the rationale, mechanics, and ambition to use traditional capital markets to onboard established businesses into the Bitcoin ecosystem by recapitalizing them with Bitcoin—and, in turn, accelerating the mainstream adoption of Bitcoin as digital capital.

Key Discussion Points & Insights

1. Macro Backdrop: Money, Fiat, and Bitcoin’s Appeal

[00:07–00:33]

• The trio begins by critiquing monetary policy, with Andrew noting that central banks have “gone nuts," spurring interest in Bitcoin as a safe haven.
• Marty: “In a world where central bankers are tripping over themselves to devalue their currency bitcoin wins in the world of fiat currencies bitcoin is the victoria I mean.” (00:20)

2. SPAC Launch and the Church of “Digital Capital”

[01:01–02:48]

• Jonathan reflects on the excitement of seeing Bitcoin-related projects on the NASDAQ displays in Times Square during the bell ringing.
• Both guests remark how the SPAC marks a new phase: moving beyond Bitcoin treasury/mining companies toward bringing mainstream or traditional businesses into the fold by recapitalizing with Bitcoin.

3. State of Bitcoin Adoption in Public Markets

[02:55–07:19]

• Andrew is surprised so few mainstream businesses add Bitcoin to their balance sheets, noting that the 100th largest public holder has just 26 BTC.
• The new SPAC (BTC Development Co.) has raised $253 million; a majority of which could be converted to Bitcoin—immediately creating one of the largest publicly-listed corporate Bitcoin treasuries.

Notable Quote:

“If you have more than twenty-six bitcoin you could be at this moment in the top one hundred publicly traded companies.” – Andrew (05:04)

4. Digital Capital: A Business Revolution

[07:43–12:30]

• Jonathan lays out the “digital capital” thesis, comparing the digitization of land (e-commerce), labor (AI, LLMs, humanoid robots), and now, capital itself (Bitcoin).
• “If we're going to have abundance in digitization of labor, then scarcity reigns supreme and the digitization of capital, which is Bitcoin, is being adopted today… The time is now.” – Jonathan (10:01)
• Early adopters have “outsized advantage”; acquiring Bitcoin to power business operations is akin to adopting websites in the early days of the internet.

5. Bitcoin on the Balance Sheet: Why It Matters

[13:34–19:09] Andrew breaks down three main benefits for businesses:

• As a Treasury Asset: Historically, holding Bitcoin over 4–8 years can massively increase dollar-denominated value—creating financial flexibility and liquidity.
• As a Marketing/Customer Affinity Tool: Embracing Bitcoin expands customer base, leveraging the globally recognized brand.
• For Commercial/Industrial Efficiency: Bitcoin’s open protocol can improve payments, enable industrial process synergies, and bolster cybersecurity.

Notable Quote:

“Bitcoin is the best brand...one of the most recognizable logos in the world which is remarkable because there's not a dollar of ad spend by bitcoin the brand.” – Andrew (15:34)

6. Bitcoin for Employees and Defensive Use Cases

[19:09–21:14]

• Jonathan notes that using Bitcoin to reimburse or incentivize employees can reduce churn and act as long-term compensation with less equity dilution.
• With AI-generated spam and attacks rising, Bitcoin (and its proof-of-work architecture) could underpin defenses (e.g., requiring a Bitcoin “stamp” to deliver emails).

7. Bitcoin’s Intangible Benefits for Founders

[26:08–26:54]

• Marty shares an anecdote: Bitcoin acts like a “founder coach," enforcing discipline and clear opportunity cost thinking. It changes how business owners relate to capital and expenses—hard to explain unless experienced directly.

8. Rethinking Corporate Capital with Bitcoin

[26:54–31:18]

• Jonathan critiques the misuse of debt as capital over the past 40 years and argues that true “productive capital” is reawakened through Bitcoin.
• Andrew places Michael Saylor among titans of corporate innovation for establishing the Bitcoin-treasury playbook: “with bitcoin… you can use it to power all of the things that you're doing…”

Notable Quote:

"You can take bitcoin which is liquid three hundred sixty five days a year...it is programmable...and it has tended to appreciate very powerfully over time...You then have this radiating core of energy that's growing." – Andrew (29:00)

9. The S&P 500 Will Be Upended by Bitcoin

[31:18–32:41]

• Andrew predicts that within 15–30 years, S&P 500 mainstays will be outcompeted by those who embrace Bitcoin as digital capital:

“The only companies in the s and p five hundred that will stay… thirty years from now are going to be those companies which over the course of the next five to ten years add bitcoin to their balance sheet…” – Andrew (31:18)

10. Building a Networked, Positive-Sum Bitcoin Business Portfolio

[38:50–44:00]

• Jonathan emphasizes the “network effect” within the 1031 portfolio—Bitcoin-focused firms mutually reinforce one another, sharing innovation and customer bases openly.
• Andrew points out it’s a “Harvard Business School case study” for collective equity and positive-sum cooperation—success for one lifts all.

Notable Quote:

“Bitcoin is a common equity that all these companies share...The model that 1031 has developed...creates this really strong incentive system that's very powerful.” – Andrew (41:35)

11. Call to Action: Who Should Reach Out

[45:27–53:24]

• The SPAC seeks operating businesses (not just tech/Bitcoin companies) with $250–500M+ in enterprise value, audited financials, solid management, and a real desire to leverage Bitcoin and public capital markets to scale.
• Not looking to “take over”—1031 and partners want to make a strong minority investment and be a strategic catalyst.
• The Cohen family (Cohen Circle) are co-leads, bringing decades of deep public market and fintech experience.

Notable Quote:

"We're seeking to merge the capital that we have raised ideally as much of it as possible into bitcoin...The combined company trades under a new symbol...It's not about replacing management: it's about vaulting businesses into the digital capital future." – Andrew (45:27, summarized)

12. Final Thoughts and Next Steps

[52:28–53:37]

• Jonathan: "I'm bullish on humanity, I'm bullish on our endeavors."
• Interested companies should reach out via spac031.xyz.

Memorable Quotes

• “If you're not paying attention, you probably should be.” – Marty (00:33)
• “If you have more than twenty-six bitcoin you could be...in the top one hundred publicly traded companies.” – Andrew (05:04)
• “We are still extremely early...we're marking this time in history where bitcoin is being more accepted.” – Jonathan (09:22)
• “The interactions with people who move first in bitcoin have the largest outside advantage.” – Jonathan (08:43)
• “You have to have the digital capital to be able to operate in the future.” – Jonathan (11:31)
• “Bitcoin is the best brand...one of the most recognizable logos in the world which is remarkable because there's not a dollar of ad spend.” – Andrew (15:34)
• "Bitcoin acts like a founder coach... it's hard to express but you don't know it until you experience it." – Marty (26:08)
• “Companies are penalized for holding cash on their balance sheet... But with bitcoin, it's an inversion of that concept.” – Andrew (28:30)
• “At the end... it's a positive sum game... everyone benefits.” – Jonathan (44:40)

Noteworthy Timestamps

• [01:01] – The emotional impact and signaling power of Bitcoin ringing the NASDAQ bell in Times Square
• [05:04] – Surprising data on how few Bitcoin treasury companies there are
• [10:01] – The thesis of “digital capital” and how early we still are
• [19:09] – Using Bitcoin as an employee compensation lever and defense tool against AI-driven fraud
• [29:00] – The “radiating core of energy” analogy for a Bitcoin-powered balance sheet
• [31:18] – S&P 500 and Bitcoin adoption: prediction for the future
• [41:35] – The unique “portfolio network effect” in Bitcoin-dedicated funds
• [45:27] – SPAC mechanics and invitation for interested business owners
• [53:28] – Direct call to action for business owners to reach out

Tone & Closing

Throughout, the discussion is optimistic, visionary, and pragmatic. All three speakers stress urgency (the time is now), how early it still is in Bitcoin’s adoption curve, and how the tools and network being assembled will empower a new generation of forward-thinking business leaders.

Final rallying cry from Marty:

“We say it a lot here at tftc at ten thirty one—we're going to win. So come join some winners.”

For those operating successful companies, or advising them, and looking to leap into the Bitcoin era by recapitalizing with Bitcoin and accessing public markets—this episode is a direct invitation to reach out and get involved.