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Nasdaq Reprimands TON Strategy Over $272M Toncoin Purchase

Nasdaq has reprimanded TON Strategy Company for violating shareholder approval necessities in reference to its $272 million Toncoin acquisition and associated non-public placement financing.

The firm will stay listed on the trade after regulators decided that the violations have been unintentional fairly than deliberate makes an attempt to bypass compliance guidelines.

TON Strategy obtained the formal Letter of Reprimand on October 28, following an investigation into its August 2025 transaction construction.

The agency prevented delisting after Nasdaq employees concluded that it had inadvertently breached itemizing guidelines throughout a $558 million non-public funding that funded its shift into blockchain treasury administration.

Source: TronStat

Two Violations Tied to Toncoin Purchase

The reprimand addresses two separate compliance failures below Nasdaq Listing Rules 5635(a) and 5635(b).

The first violation stems from the corporate’s August 7 private placement, which raised capital by the sale of roughly 58.7 million shares and pre-funded warrants at $9.51 per unit.

Nasdaq decided that this transaction resulted in a change of management after the Executive Chairman, by Kingsway Capital Limited Partners, acquired roughly 19.99% possession alongside main management restructuring.

The second violation concerned the $272.7 million Toncoin buy settlement executed by an organization subsidiary on July 31.

Because 48.78% of the non-public placement proceeds funded the digital asset acquisition, representing a a number of of the agency’s pre-financing share depend, Nasdaq dominated that prior shareholder approval was necessary below Rule 5635(a).

The firm had relied on outdoors advisors who believed the transaction complied with present rules.

Nasdaq famous in its letter that the closing of the Toncoin buy was contingent upon completion of the non-public placement.

The substantial proportion of financing directed towards digital belongings triggered the requirement that the corporate get hold of shareholder consent earlier than issuing inventory representing 20% or extra of the excellent shares or voting energy in reference to asset acquisitions.

Company Accepts Sanction, Commits to Future Compliance

Nasdaq decided that TON Strategy confirmed no sample of non-compliance and appeared to have inadvertently violated the foundations, primarily based on employees discussions with firm management.

The regulator weighed these components alongside the agency’s dedication to work with the trade on future compliance issues earlier than issuing the reprimand fairly than pursuing delisting proceedings.

Following disclosure of the reprimand by a Form 8-Okay submitting on October 29, no additional motion is required from the corporate.

TON Strategy accepted the employees’s willpower and considers the matter closed, with its shares persevering with to commerce on Nasdaq below the ticker TONX.

Strategic Shift Mirrors Broader Institutional Trend

The firm, previously often known as Verb Technology, rebranded as TON Strategy following the August transaction that positioned it as the primary U.S. publicly traded agency to undertake Toncoin as a core treasury asset.

At the time of the announcement, shares surged 193.38% resulting from investor enthusiasm surrounding the blockchain integration technique, at the same time as Toncoin itself declined by 3.3%.

The agency deliberate to retain 77% of the raised capital in liquid belongings whereas concentrating on the acquisition of as much as 5% of Toncoin’s circulating market capitalization.

The technique includes producing yield by TON community staking mechanisms, with the corporate anticipating cash-flow-positive returns over time.

This method resembles SOL Strategies’ institutional validator framework on Solana, which has raised $500 million through convertible notes and gathered over 260,000 SOL, with roughly 60% staked for yields starting from 6% to eight%.

The digital asset treasury mannequin has gained momentum throughout a number of networks past Bitcoin-centric methods.

Fundstrat’s Tom Lee’s firm, BitMine Immersion Technologies, recently accumulated 379,271 ETH, price roughly $1.5 billion, throughout three main purchases, changing into the biggest Ether treasury holder with over 3 million ETH.

The agency seeks to finally management 5% of all Ether in circulation, having begun its accumulation in early July when costs have been close to $2,500.

TON Strategy anchored its holdings in The Open Network’s native token, benefiting from deep integration with Telegram, which designated TON as its unique blockchain accomplice for promoting, mini-apps, and tokenized belongings.

The submit Nasdaq Reprimands TON Strategy Over $272M Toncoin Purchase appeared first on Cryptonews.

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