Nasdaq Reprimands TON Strategy Over $272M Toncoin Purchase

Core Points - Nasdaq reprimanded TON Strategy Company for violating shareholder approval requirements related to its $272 million Toncoin acquisition and private placement financing [1][2] - The company will remain listed on Nasdaq as the violations were deemed unintentional rather than deliberate [1][6] Violation Details - The first violation occurred during a private placement on August 7, which raised approximately $558 million through the sale of about 58.7 million shares at $9.51 per unit, resulting in a change of control due to a 19.99% ownership acquisition by the Executive Chairman [2][3] - The second violation involved the $272.7 million Toncoin purchase agreement executed on July 31, where 48.78% of the private placement proceeds funded the acquisition, necessitating prior shareholder approval under Rule 5635(a) [4][5] Compliance and Future Actions - Nasdaq noted that the closing of the Toncoin purchase was contingent on the completion of the private placement, which triggered the requirement for shareholder consent due to the significant financing directed towards digital assets [5] - The company accepted the reprimand and committed to future compliance, with Nasdaq acknowledging that there was no pattern of non-compliance and that the violations were inadvertent [6]