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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