Nasdaq has issued a formal letter of reprimand to TON Strategy, citing a breach of listing rules after the company raised equity and used nearly half its privately raised funds to acquire a large holding in Toncoin without obtaining required shareholder approval. According to the regulatory filing, the company's issuance of new common stock and warrants during a private investment in public equity transaction in August exceeded the 20 per cent threshold of outstanding shares that triggers an approval requirement.

The issuer, formerly known as Verb Technology and re-branded earlier this year to become a listed vehicle focused on digital asset treasury strategy, announced a $558 million PIPE closed on 7 August. The company disclosed that approximately 48.78 per cent of those proceeds were used to purchase Toncoin.

Nasdaq's notice pointed out the omission of shareholder approval, which is required when share issuances exceed thresholds designed to protect existing investors and maintain transparency. The exchange concluded that while the misstep was a violation, it did not appear to reflect intentional avoidance of rules and therefore did not recommend delisting the company's securities.

Toncoin's market price reacted sharply, declining more than 5 per cent to around $2.165 following the notice, and trading volumes surged, which analysts interpreted as heightened investor concern about governance risks in crypto-linked public-company structures.

In a briefing, TON Strategy CEO Veronika Kapustina had warned that the nascent model of publicly traded cryptocurrency treasury firms could be showing“early indications of a bubble”, pointing to rising valuation and risk of complacency in transparency.

The leadership change within TON Strategy also drew attention: on the closing date of the PIPE, the firm appointed Manuel Stotz, former president of the TON Foundation, as Executive Chairman. The combination of leadership transition, major token purchase, and share issuance without vote has raised questions around alignment of interests and governance framework.

Market observers say the incident underscores a broader trend where public companies are adapting treasury models that hold large cryptocurrency positions, creating novel intersections of asset-class risk, corporate finance and regulatory oversight. Each of these linkages raises fresh scrutiny as traditional exchanges apply inspection regimes developed for conventional equity markets. One analyst commented that“crypto treasury firms now face the same listing rigour as any industrial company, but with far less precedent to guide them”.

For TON Strategy and its shareholders, immediate focus will be on how the company responds within the 45-day window typically afforded by Nasdaq to submit a corrective plan. The notice does not affect the company's listing status so long as it meets other requirements, but revisions may include retroactive shareholder approval or altered future financing protocols.

Arabian Post – Crypto News Network

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