Nasdaq-listed Verb Technology to build $558 million TON treasury, rebrand as TON Strategy Co.

Verb Technology Company (ticker VERB), a Nasdaq-listed social commerce technology firm that helps brands sell products through live video and social media, is set to raise $558 million in a private placement as it pivots to become the first publicly traded company to hold Toncoin (TON) as its primary treasury reserve asset.

The company plans to rebrand as TON Strategy Co. following the transaction’s expected close on or around Aug 7. It intends to use most of the proceeds to acquire TON and generate staking rewards, positioning itself as one of the largest holders of the token globally.

The deal, structured as a PIPE (private investment in public equity), includes the sale of approximately 58.7 million shares at $9.51 each — the market closing price on August 1. The investor group includes over 110 participants, led by Kingsway Capital and anchored by Blockchain.com, Vy Capital, Ribbit Capital, and Graticule. Other backers include Pantera, ParaFi, Animoca, Arrington Capital, Kraken, BitGo, FalconX, The Open Platform (TOP), Hivemind Capital and CMCC Global.

The company said 77% of the total raise will be held in cash reserves, and that its planned TON holdings will represent approximately 5% of the circulating supply’s market value. Roughly 36% of the company's share capital will be subject to a lockup between six and 12 months.

TON is the native token of The Open Network blockchain, which powers Telegram’s web3 infrastructure. Earlier this year, Telegram designated TON as its exclusive blockchain for mini apps, digital assets like tokenized usernames, and payments for Telegram Ads in most countries. Telegram claims to have over 1 billion monthly active users globally, with TON integrated directly into its interface via TON Wallet.

Incoming Executive Chairman Manuel Stotz, who is also the CEO of Kingsway Capital and President of the TON Foundation, said Telegram is the preferred messenger for crypto users, and that $TON offers both appreciation potential and staking yield. Peter Smith, CEO of Blockchain.com, will join as a special advisor to the company.

The new executive team includes Veronika Kapustina, a former TON Foundation advisor and ex-Morgan Stanley banker, as CEO, and Sarah Olsen, formerly of JP Morgan’s Onyx division, as CFO.

The company's common stock will continue to trade on Nasdaq under the ticker VERB. The company is headquartered in Las Vegas, Nevada and operates production and creator studios in the Los Angeles, California vicinity.

Kingsway Capital was advised by Cohen & Company Capital Markets, which also acted as sole placement agent to the company. Legal advisors included Reed Smith for Kingsway Capital, Perkins Coie for Verb, Brownstein Hyatt Farber Schreck as Nevada counsel, and Morgan Lewis for Cohen & Company.

Toncoin (TON) is down 7.5% in the past 24 hours, currently trading at around $3.40, according to The Block's TON price page. It is the 26th largest cryptocurrency by market cap, which stands at around $8.2 billion, with a fully diluted valuation of about $17.5 billion.