Nasdaq-listed Verb Technology has raised $558 million in a private placement to establish the first publicly listed company dedicated to holding Toncoin (TON) as a treasury reserve asset.

The financing round, which was upsized and oversubscribed, was led by Kingsway Capital and drew participation from over 110 institutional and crypto-native investors.

Notable backers include Vy Capital, Blockchain.com, Pantera Capital, Ribbit Capital, Graticule, Animoca Brands, Kraken, and BitGo, as well as individual investors such as Ethena Labs founder Guy Young.

The company plans to rebrand as TON Strategy Co. (TSC) and will deploy the majority of the funds to acquire and stake TON. Telegram, with over 900 million users globally, has positioned TON at the core of its Mini App platform, offering developers access to a large and active user base.

The development comes less than a month after reports surfaced that Ton Foundation was seeking half a billion dollars to set up a TON treasury company.

Strategic pivot

Verb’s new direction aims to build a crypto-native treasury model that combines long-term digital asset holdings with cash flow generation through staking rewards.

The company believes Toncoin’s integration with Telegram offers strong adoption potential, making it a compelling choice for a reserve asset strategy.

While shifting focus to digital asset reserves, the firm will continue to operate its existing social commerce businesses, including its AI-driven video shopping platform MARKET.live and its recently acquired livestream commerce startup LyveCom.

Restructuring

The new entity will be chaired by Kingsway founder and TON Foundation President Manuel Stotz, who brings over 15 years of global investment experience.

Veronika Kapustina, a former senior advisor to the TON Foundation and ex-Morgan Stanley banker, will serve as CEO, while Sarah Olsen, previously Head of Corporate Development for JPMorgan’s blockchain division Onyx, will take on the role of CFO.

Meanwhile, Blockchain.com CEO Peter Smith will advise the firm as it scales its crypto treasury operations.

Cohen & Company Capital Markets served as the sole placement agent, with legal counsel provided by Reed Smith, Perkins Coie, Morgan Lewis, and others.

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Verb Technology has priced an oversubscribed $558 million private placement to pivot into a Toncoin (TON)-focused treasury vehicle in partnership with Kingsway Capital.

According to an Aug. 4 statement, Verb plans to rebrand to TON Strategy Co. (TSC) post-close and become the first publicly traded treasury reserve for Toncoin (TON), expected on or around August 7.

The PIPE covers roughly 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 Aug. 1 close. 

The company will deploy the majority of net proceeds to acquire TON as its primary treasury reserve asset and stake holdings to generate recurring rewards, targeting a cash-flow-positive treasury model. 

VERB will continue trading on Nasdaq until closing, and existing operations will continue and are expected to expand.

The announcement partially confirms rumors that the Ton Foundation was planning a $400 million raise to build the first TON treasury vehicle.

First TON treasury

The strategy leans on Telegram’s deepening integration with TON. Telegram and the Ton Foundation have made TON the exclusive blockchain powering the messenger’s ecosystem, while TON Wallet recently went live for 87 million US users. 

Telegram reports more than 1 billion monthly active users globally, positioning TON for mainstream distribution inside a large-scale consumer platform.

Incoming executive chairman Manuel Stotz is president at the Ton Foundation and CEO at Kingsway Capital. He said a permanent-capital vehicle suits TON’s potential to compound value and deliver staking yield. 

CEO and co-founder of Blockchain.com, Peter Smith, will serve as special advisor, calling the move a catalyst for broader crypto adoption. 

The incoming executive team also includes former Ton Foundation and JPMorgan names.

More than 110 institutional and crypto-native investors subscribed, led by Kingsway and anchored by Vy Capital, Blockchain.com, Ribbit Capital, and Graticule (GAMA). 

Additional participants include CMCC Global, Pantera, MEXC Ventures, FalconX, along with several notable founders such as Ethena Labs’ Guy Young.

Post-close, Verb expects 36% of its share capital to be locked up for six to twelve months, a cash-assets-to-total-assets ratio of 77%, and an initial cash position sized at roughly 5% of TON’s circulating market value. 

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