Verb Technology transforms into TON Strategy Co. and Toncoin becomes a treasury reserve

Tech

Verb Technology transforms into TON Strategy Co. and Toncoin becomes a treasury reserve

Verb Technology Company, Inc. (Nasdaq: VERB) has closed a PIPE (Private Investment in Public Equity) of 558 million dollars and initiates the rebranding to TON Strategy Co. The companys new treasury asset is Toncoin (TON), the native token of The Open Network, the blockchain integrated with Telegram.

For the first mention of TON, refer to the official documentation of The Open Network for technical details and consensus mechanisms. The operation, announced on August 8, 2025, involved the participation of over 110 institutional and crypto-native investors, outlining a new liquidity management scenario for a U.S. public company. In this context, the use of $TON as the primary treasury reserve represents a signal of strategic positioning.

According to data collected by market analysts who follow crypto treasury operations, the transaction was completed with the indicated raising of 558 million and the issuance of approximately 58.7 million shares, making it one of the most significant crypto PIPEs of 2025. Industry observers also note that oversubscribed structures with over one hundred investors typically require stricter disclosure and risk management policies to ensure governance and transparency during execution.

Financial Operation: Key Numbers and Players

• Amount: 558 million dollars (PIPE upsized and oversubscribed)
• Structure: issuance of approximately 58.7 million common shares
• Date: announced on August 8, 2025
• Lead: Kingsway Capital; anchor: Vy Capital, Blockchain.com, Ribbit Capital and Graticule (GAMA)
• Other participants: CMCC Global, Pantera, MEXC Ventures, ParaFi Capital, Luxor Capital, Arrington Capital, Animoca, Kraken, BitGo, Primitive Ventures, FalconX, Orbs Group, The Open Platform (TOP), TVM Ventures, Kenetic, Hivemind Capital, UNCAP, Pacific Coast Venture Partners and others
• Advisor/Placement: Cohen & Company Capital Markets
• Legal: Perkins Coie LLP and Reed Smith LLP

The price per share, the implied valuation, and the dilutive impact have not been disclosed. That said, the oversubscribed nature of the PIPE suggests strong interest in the placement.

Why Toncoin: Integration with Telegram and Focus on Staking Yields

TON is the acronym for The Open Network, the blockchain on which Toncoin is based, integrated into the Telegram ecosystem. The strategy of Verb involves purchasing $TON as a primary reserve for treasury, allocating a large portion of net proceeds to this asset to be used in staking and generate recurring cash flows. The precise timing for the purchase and the start of staking has not yet been detailed. Indeed, the operational scan will be crucial to calibrate the exposure.

• Allocation: a significant portion of the net proceeds is allocated to Toncoin
• Objective: maximize sustainable returns while maintaining operational liquidity
• Staking: variable rewards based on network conditions and protocol governance

Rebranding in TON Strategy Co and new governance

The name change to TON Strategy Co (TSC) marks the transition from a social commerce-focused operator to a manager of a digital reserve in Toncoin. In this context, the leadership structure is redefined to align with the new corporate mission. The new governance includes:

• Executive Chairman (incoming): Manuel Stotz, founder and CEO of Kingsway Capital, as well as chairman of the TON Foundation
• CEO: Veronika Kapustina, former Senior Advisor of the TON Foundation with a background in capital markets and M&A
• CFO: Sarah Olsen, co-founder of Europa Partners and with experience in corporate development at JP Morgan
• Special Advisor: Peter Smith, pioneer in the crypto sector

Impact on Market and Shareholders: What Changes

The entry of a listed issuer on the Nasdaq in the corporate treasury crypto sector strengthens the legitimization of digital assets as a store of value. However, the market response may depend on the execution and transparency of the processes. Among the possible effects:

• Dilution: the issuance of 58.7 million shares increases the capital, with an impact related to the number of shares already in circulation and the subscription price of the PIPE
• Accounting Volatility: according to the FASB principle ASU 2023-08, US companies assess crypto at fair value, with potential earnings variations based on the volatility of Toncoin
• Question about TON: Treasury purchases could influence market liquidity and spreads, depending on the pace of implementation and the conditions of the crypto market
• Competitive positioning: the move supports the integration of TON into the Telegram ecosystem, potentially fostering synergies in user onboarding and in-app payments

Operational Mechanics: How the TON Treasury Will Be Managed

• Purchase: progressive purchase of Toncoin on the market or through institutional desks
• Custody and security: adoption of institutional custody solutions and advanced risk management policies, including partnerships with providers like Ledger
• Staking: delegate to selected validators with continuous monitoring to mitigate risks and slashing
• Liquidity: maintaining operational reserves to cover short-term needs and volatility
• Reporting: periodic disclosure on holdings, performance, and treasury policies

Operating units: what remains within the perimeter

Verb Technology will maintain its existing business units, including MARKET.live and LyveCom, operational in livestream social shopping and AI technologies applied to video commerce. The headquarters remain in Las Vegas, with production studios in the Los Angeles area. It should be noted that the core activities continue to be overseen, even within a renewed strategic framework.

Risks and Critical Variables

• Volatility of token prices and correlation with the crypto cycle
• Regulation and compliance: pay attention to SEC/FinCEN regulations and specific rules for staking and custody
• Accounting and impact on EPS resulting from fair value assessments
• Operations: execution of purchases, selection of validators, and management of custody solutions
• Market liquidity and potential slippage in large-sized orders
• Timelines: potential delays in accessing the proceeds or in the full implementation of the plan

Essential FAQWhy bet on Toncoin as a reserve？

The integration with Telegram, the scalability of the TON blockchain, and the ability to generate returns via staking make Toncoin a strategic asset for creating recurring cash flows. In this scenario, the combination of adoption and network mechanisms is a central element.

What is the impact for existing shareholders？

The issuance of new shares leads to potential dilution, the extent of which will depend on the subscription price, the discount applied, and the pre-transaction capital. That said, the post-money valuation and the complete terms remain crucial for an accurate measurement.

When will the TON be purchased and staking initiated？

The company anticipates a progressive approach, although it has not yet disclosed a detailed timeline. The timeframe will likely be aligned with available liquidity and market conditions.