Verb Technology Company, a Nasdaq-listed entity, is set to undergo a significant transformation, having successfully closed an oversubscribed private placement of $558 million. This strategic move will see Verb pivot into the first publicly traded treasury vehicle dedicated to Toncoin (TON), signaling a major vote of confidence in the burgeoning TON ecosystem. The company plans to rebrand as TON Strategy Co. (TSC) around August 7, marking a pivotal moment in its corporate trajectory.
This substantial capital infusion, secured through a Private Investment in Public Equity (PIPE), involved the sale of approximately 58,7 millones of common stock shares and pre-funded warrants to a diverse group of institutional and accredited investors. Priced at $9,51 per share, matching Verb’s closing price on August 1, the proceeds are earmarked primarily for the acquisition of TON as a core treasury reserve asset. The strategy aims to establish a cash-flow-positive model by leveraging staking rewards from these holdings.
The decision to become a dedicated TON treasury underscores the growing confidence in The Open Network, particularly given its deep integration with Telegram. With Telegram boasting over 1 billion monthly active users globally and TON Wallet recently rolling out to 87 millones of US users, the potential for mainstream adoption and utility for TON is immense. This strategic alignment positions TSC to capitalize on Telegram’s vast reach and the inherent compounding value of the TON network through staking.
Manuel Stotz, President of the Ton Foundation and CEO of Kingsway Capital – a lead investor in the private placement – is set to become the incoming executive chairman of TSC. Stotz emphasized that a permanent-capital vehicle is ideally suited to harness TON’s potential for value appreciation and staking yield generation. Joining the executive team are seasoned professionals, including Peter Smith, CEO and co-founder of Blockchain.com, who will serve as a special advisor, alongside former Ton Foundation and JPMorgan executives. Smith views this initiative as a significant catalyst for broader cryptocurrency adoption.
The oversubscribed nature of the private placement highlights strong institutional interest, with Kingsway anchoring the investment alongside notable participants such as Vy Capital, Blockchain.com, Ribbit Capital, and Graticule (GAMA). Other prominent investors include CMCC Global, Pantera, MEXC Ventures, and FalconX, as well as influential figures like Ethena Labs’ Guy Young. This broad backing from both traditional finance and crypto-native powerhouses solidifies the market’s belief in TSC’s vision.
Following the close of the transaction, Verb anticipates that 36% of its share capital will be subject to a lock-up period of six to twelve months, reflecting a commitment to long-term stability. The new entity is projected to boast a robust cash-assets-to-total-assets ratio of 77% and an initial cash position equivalent to roughly 5% of TON’s circulating market value, positioning TSC with significant financial flexibility. Verb will continue trading on Nasdaq until the rebranding and transition are complete.
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