tl;dr
Verb Technology has completed an oversubscribed $558 million private placement to become a Toncoin-focused treasury vehicle in partnership with Kingsway Capital. It will rebrand as TON Strategy Co. (TSC) around August 7, becoming the first publicly traded treasury reserve dedicated to Toncoin. The P...
Verb Technology has successfully priced an oversubscribed $558 million private placement to transform into a Toncoin (TON)-focused treasury vehicle in partnership with Kingsway Capital. Following the close, Verb plans to rebrand as TON Strategy Co. (TSC), becoming the first publicly traded treasury reserve dedicated to Toncoin, with the transition expected around August 7.
The private investment in public equity (PIPE) comprises approximately 58.7 million shares of common stock, including pre-funded warrants, sold to institutional and accredited investors at $9.51 per share, matching Verb’s closing price on August 1. The majority of the net proceeds will be used to acquire TON as the primary treasury reserve asset, with an emphasis on staking holdings to generate recurring rewards and aim for a cash-flow-positive treasury model.
Until the transaction closes, Verb will continue trading on Nasdaq, maintaining and expanding its existing operations. The announcement corroborates earlier rumors that the Ton Foundation intended to raise around $400 million to establish the first TON treasury vehicle.
This strategy capitalizes on Telegram’s growing integration with the TON blockchain. Telegram and the Ton Foundation have designated TON as the exclusive blockchain powering Telegram’s ecosystem, with the TON Wallet recently launched for 87 million users in the US alone. With Telegram boasting over 1 billion monthly active users worldwide, TON is well-positioned for mainstream adoption within a vast consumer platform.
Incoming executive chairman Manuel Stotz, also president of the Ton Foundation and CEO of Kingsway Capital, highlighted that a permanent-capital vehicle is well-suited to TON’s potential to compound value and deliver staking yield. Peter Smith, CEO and co-founder of Blockchain.com, will serve as special advisor, describing the move as a significant catalyst for wider crypto adoption. The incoming leadership team includes former members of the Ton Foundation and JPMorgan.
More than 110 institutional and crypto-native investors participated, led by Kingsway Capital and anchored by Vy Capital, Blockchain.com, Ribbit Capital, and Graticule (GAMA). Other notable investors include CMCC Global, Pantera, MEXC Ventures, FalconX, and key founders such as Guy Young of Ethena Labs.
Following the close, Verb expects that 36% of its share capital will be locked up for six to twelve months. The company aims for a cash-assets-to-total-assets ratio of 77% and an initial cash position roughly equating to 5% of TON’s circulating market value, underscoring a strong liquidity profile as it pivots towards this new strategic focus.