On November 3, 2025, Toncoin experienced a significant downturn, plummeting over 5% to $2.165 following Nasdaq’s warning to TON Strategy, a key token holder, regarding regulatory violations linked to a $272.7 million acquisition of Toncoin. The drop in price was exacerbated by heightened trading activity, with 24-hour volume surging to 5.76 million tokens—approximately 50% above the usual average—indicating strong selling pressure. The token’s value dipped below crucial support levels, reaching a low of $2.162 before rebounding slightly to resist at $2.19.
The turmoil stemmed from a Nasdaq letter criticizing TON Strategy for failing to obtain shareholder consent prior to issuing new shares for the Toncoin purchase. This transaction was part of a broader $558 million private investment in public equity (PIPE) deal announced in August 2024, which allocated nearly 49% of the funds to acquire Toncoin. Nasdaq indicated that the share issuance exceeded 20% of the company’s outstanding stock, a threshold requiring shareholder approval. While the exchange refrained from suggesting delisting and deemed the violation unintentional, the warning has cast shadows on TON Strategy’s efforts to legitimize its public treasury focused on Toncoin.
This incident underscores the growing scrutiny from regulators concerning corporate management of cryptocurrency assets. TON Strategy, formerly known as Verb Technology Company, restructured in August 2024 to operate as a publicly traded entity primarily focused on Toncoin, with former TON Foundation president Manuel Stotz taking the role of executive chairman. Regulatory experts highlighted the importance of compliance, noting that such thresholds are intended to protect investors from undue equity dilution.
The repercussions of this regulatory oversight extend beyond Toncoin. Polestar, a Swedish electric vehicle manufacturer, has also encountered compliance hurdles with Nasdaq, having received a notice regarding a minimum bid price deficiency on October 31, with its stock trading at only $0.26, significantly below the required $1 minimum. Similarly, Global Engine Group Holding faced Nasdaq scrutiny for trading below $1 and is contemplating a reverse stock split to regain compliance. These instances illustrate the tightening regulatory environment, with Nasdaq discussing proposals to implement more stringent rules, including expedited delisting for companies with market caps below $5 million.
Experts warn that the breach by TON Strategy might deter institutional participation in cryptocurrency treasury strategies. CEO Veronika Kapustina noted “early indications of a bubble” within digital asset treasuries, a sentiment gaining urgency in light of the Nasdaq notice. Concurrently, Toncoin’s volatile pricing trends mirror broader instability in the cryptocurrency market, evidenced by a 3.7% decline in the CoinDesk 20 index in just one day.
Moving forward, TON Strategy faces the critical task of aligning with regulatory standards while maintaining investor confidence. Though Nasdaq’s warning carries no immediate punitive measures, it highlights the necessity for the company to adhere to more rigorous requirements for future share distributions. The successful navigation of aggressive Toncoin acquisition strategies, coupled with transparent governance, will be vital for the company’s prospects.
