TON Strategy Co

Previous wording

The following discussion and analysis of the results of operations and financial condition of our company for the three-month periods ended March 31, 2026 and 2025 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Current wording

The following discussion and analysis of the results of operations and financial condition of our company for the three- and six-month periods ended June 30, 2026 and 2025 should be read in conjunction with the financial statements and related notes and the other financial information that are included elsewhere this Quarterly Report on Form 10-Q. This discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Forward-looking statements are statements not based on historical fact and which relate to future operations, strategies, financial results, or other developments. Forward-looking statements are based upon estimates, forecasts, and assumptions that are inherently subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to business decisions, are subject to change. These uncertainties and contingencies can cause actual results to differ materially from those expressed in any forward-looking statements made by us, or on our behalf. We disclaim any obligation to update forward-looking statements. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Previous wording

The Company’s core business is the management of its corporate treasury holdings of Toncoin, the native digital asset of the TON blockchain. This includes staking TON, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

Current wording

The Company’s core business is the management of its corporate treasury holdings of Gram, the native digital asset of the TON blockchain. This includes staking Gram, which involves locking up tokens to help secure and validate the network in exchange for staking rewards. Through these activities, the Company seeks to support the TON ecosystem while managing its digital assets in line with applicable regulatory, accounting, and risk-management standards. The Company may also pursue other Web3 initiatives within the TON ecosystem to help promote the network’s long-term growth and adoption.

Previous wording

The Company’s digital asset treasury strategy derives revenue from staking TON rewards. In TON staking activities, the Company retains the right and ability to direct the use of the underlying TON, subject to a bonding period. As such, the Company does not derecognize the TON when participating in staking. The Company recognizes rewards from staking as revenue in accordance with ASC 606. The Company acts as an agent in staking transactions as it provides access to its TON to third-party validator operators who perform the technical validation responsibilities. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and when the Company’s share of rewards is known. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees.

Current wording

The Company’s digital asset treasury strategy derives revenue from Gram staking rewards. In Gram staking activities, the Company retains the right and ability to direct the use of the underlying Gram, subject to a bonding period. As such, the Company does not derecognize the Gram when participating in staking. The Company recognizes rewards from staking as revenue in accordance with ASC 606. The Company acts as an agent in staking transactions as it provides access to its Gram to third-party validator operators who perform the technical validation responsibilities. Staking rewards are recognized as revenue at the end of each validation round, or block processing time, or when earned and measurable and when the Company’s share of rewards is known. The amount of revenue recognized is measured at fair value and is presented net of validator or other protocol fees.

Previous wording

As of March 31, 2026, the Company had staked 221,221,344 units of TON on the TON blockchain. For the three months ended March 31, 2026, the Company earned 2,175,183 units of TON and recognized revenue from staking rewards of $3,002.

Current wording

As of June 30, 2026, the Company had 229,860,889 units of GRAM staked on the TON blockchain. During the three and six months ended June 30, 2026, the Company received staking rewards of 9,438,177 GRAM and 11,613,360 GRAM, respectively, and recognized staking revenue of $15,019 and $18,021, respectively.

Previous wording

In April 2026, The Open Network implemented upgrades to its TON Virtual Machine (TVM), the network’s execution layer, and Catchain 2.0, its consensus mechanism, enhancing overall network efficiency and validation throughput. The Company, in coordination with its service providers, was well positioned to benefit from improved staking yields associated with these changes. Gross staking yields for April were 1.39% vs 0.34% in March.

Current wording

In April 2026, The Open Network implemented upgrades to its TON Virtual Machine (TVM), the network’s execution layer, and Catchain 2.0, its consensus mechanism, enhancing overall network efficiency and validation throughput. The Company, in coordination with its service providers, was well positioned to benefit from improved staking yields associated with these changes. Gross staking yield increased to 4.27% for the three months ended June 30, 2026 from 0.99% for the three months ended March 31, 2026, primarily due to the TVM and network consensus upgrades.

Previous wording

Our business, including both our traditional operations and our digital asset treasury activities involving Toncoin is dependent on general economic conditions and the performance of TON. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

Current wording

Our business, is heavily dependent on general economic conditions and the performance of Gram. Macroeconomic factors such as inflation, rising interest rates, foreign exchange volatility, or economic instability in jurisdictions where we or our partners operate may adversely affect demand for our products and services, as well as the value of our digital asset holdings. These conditions can also influence liquidity, capital availability, and investor sentiment across all of our business lines.

Previous wording

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our TON holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact TON’s utility and price.

Current wording

In addition, our digital asset operations are directly exposed to risks specific to the TON ecosystem. Network disruptions, validator downtime, software vulnerabilities, governance disputes, or changes in protocol parameters may impair access to our Gram holdings or reduce staking rewards. Adjustments to validator incentives, inflation rates, or reward distributions could materially alter the economics of staking. Likewise, declines in network activity, competition from other blockchains, or regulatory developments affecting TON or related ecosystem participants could negatively impact Gram’s utility and price.

Previous wording

On March 27, 2026, we provided notice to the Nasdaq Staff regarding our possible violation of Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to our recent determination that the Excess Awards were inadvertently issued in excess of the amount available under the Incentive Plan, and such issuance of Excess Awards may have required additional shareholder approval. On March 30, 2026, we received a letter, or the Letter, from the Nasdaq Staff acknowledging our notice. The Letter has no immediate effect on our continued listing on Nasdaq, subject to our compliance with other continued listing requirements. Pursuant to the Nasdaq Listing Rules, we have 45 calendar days from March 30, 2026 to submit a plan to regain compliance. We intend to work closely and expeditiously with Nasdaq in an effort to resolve this matter. We intend to submit, within the requisite period, a plan to regain compliance under the Nasdaq Listing Rules. If the plan is accepted, Nasdaq may grant us an extension of 180 calendar days from the date of the Letter to evidence compliance. There can be no assurance that Nasdaq will accept our plan or that we will be able to regain compliance with the applicable listing requirements.

Current wording

On March 27, 2026, we provided notice to the Nasdaq Staff regarding our possible violation of Nasdaq Listing Rule 5635(c). The notification to Nasdaq related to our recent determination that the Excess Awards were inadvertently issued in excess of the amount available under the Incentive Plan, and such issuance of Excess Awards may have required additional shareholder approval. On March 30, 2026, we received a letter, or the Letter, from the Nasdaq Staff acknowledging our notice. On April 17, 2026, we submitted a preliminary response to Nasdaq outlining the Company’s plan for compliance. On June 18, 2026, we received a letter from Nasdaq Staff that indicted that a determination had been made to issue a reprimand to the Company (the “Reprimand Letter”). Nasdaq Staff noted in the Reprimand Letter that while the Staff determined that there were failures to comply with the Rule, those failures did not appear to have been the result of a deliberate intent to avoid compliance, and that, as such, the Staff believes that delisting the Company’s securities is not an appropriate sanction.

Previous wording

On August 7, 2025, the Company completed transactions involving entry into a subscription agreement with certain institutional investors for a private placement in public equity, offering an aggregate of 57,024,121 shares of Common Stock of the Company, par value $0.0001 per share, at an offering price of $9.51 per share, and pre-funded warrants to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. The gross proceeds from the PIPE, before deducting the placement agent fees and offering expenses, were approximately $558,000 funded in a combination of cash, TON and other stablecoins. The Company incurred cash and equity placement agent fees of $11,423 and $10,452, respectively, and offering expenses of $13,155. The placement agent equity fee was comprised of 512,860 shares of Common Stock of the Company. Approximately one-third of the PIPE Subscribers have agreed to lock-up restrictions with the Company (the “Lock-Up Investors”) whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions. The Lock-Up Investors that contributed Toncoin not eligible for trading or transfer (the “Locked Toncoin”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Toncoin for the same duration as the Locked Toncoin are not eligible for trading or transfer. The Locked Toncoin do not have any restrictions regarding staking and can be staked by the Company to generate staking revenue. On August 21, 2025, the Company announced the start of its TON Treasury Strategy and used the net proceeds from the PIPE to acquire Toncoin, the native Digital Asset currency of The Open Network blockchain.

Current wording

On August 7, 2025, the Company completed transactions involving entry into a subscription agreement with certain institutional investors for a private placement in public equity, offering an aggregate of 57,024,121 shares of Common Stock of the Company, par value $0.0001 per share, at an offering price of $9.51 per share, and pre-funded warrants to purchase up to an aggregate of 1,677,996 shares of Common Stock at a purchase price per warrant of $9.5099. Each of the pre-funded warrants is exercisable for one share of Common Stock at the exercise price of $0.0001 per pre-funded warrant share, immediately exercisable, and may be exercised at any time until all of the pre-funded warrants issued in the PIPE are exercised in full. The gross proceeds from the PIPE, before deducting the placement agent fees and offering expenses, were approximately $558,000 funded in a combination of cash, Gram and other stablecoins. The Company incurred cash and equity placement agent fees of $11,423 and $10,452, respectively, and offering expenses of $13,155. The placement agent equity fee was comprised of 512,860 shares of Common Stock of the Company. Approximately one-third of the PIPE Subscribers agreed to lock-up restrictions with the Company (the “Lock-Up Investors”) whereby they will not sell or transfer the Acquired Securities for six months, with respect to all of the Acquired Securities held by such PIPE Subscribers, or for 12 months, with respect to 50% of the Acquired Securities held by each such PIPE Subscriber, in each case measured from the date of execution of the Subscription Agreement, subject to customary exceptions. The Lock-Up Investors that contributed Gram not eligible for trading or transfer (the “Locked Gram”) are also subject to Lock-Up Restrictions with respect to the Acquired Securities issued as consideration for the Locked Gram for the same duration as the Locked Gram are not eligible for trading or transfer. The Locked Gram do not have any restrictions regarding staking and can be staked by the Company to generate staking revenue. On August 21, 2025, the Company announced the start of its TON Treasury Strategy and used the net proceeds from the PIPE to acquire Gram, the native Digital Asset currency of The Open Network blockchain.

Previous wording

TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Toncoin, earning rewards for their participation, and contributing to the network’s overall stability. Toncoin is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Toncoin to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Toncoin by validators facilitates the security features on which TON relies.

Current wording

TON blockchain is a layer-1 blockchain designed to be a scalable, user-friendly platform that supports various decentralized applications. Operating on a Proof of Stake consensus model, TON aims to enhance network scalability, security, and energy efficiency. Validators help secure, and run, TON, which is accomplished by staking Gram, earning rewards for their participation, and contributing to the network’s overall stability. Gram is also used for paying transaction and gas fees and participating in governance. The functionality of TON depends on the use of Gram to power transactions and smart contracts that are essential to the applications built on top of TON. Furthermore, the use of Gram by validators facilitates the security features on which TON relies.

Previous wording

Implementation of the Company’s TON Treasury Strategy was bolstered by an exclusive partnership between Telegram and the TON Foundation. From 2023 to 2024, Toncoin experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Toncoin within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States.

Current wording

From 2023 to 2024, Gram experienced significant growth in active addresses and wallets. Moreover, in 2024, TON blockchain was the fastest growing blockchain by transactions. In January 2025, Telegram and the TON Foundation announced that TON blockchain would become the exclusive blockchain infrastructure powering Telegram’s Mini App ecosystem, allowing Telegram users to use Gram within Telegram without leaving the interface. This enables TON to leverage Telegram’s fast-growing user population to scale distribution. In July 2025, TON Wallet, a self-custodial wallet built into Telegram’s interface, went live in the United States.

Previous wording

The Company is focused on the accumulation of Toncoin for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its TON treasury, stake TON, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

Current wording

The Company is focused on the accumulation of Gram for long-term investment, whether acquired through deployment of proceeds from capital raising transactions, staking rewards or via open market purchases. The Company aims to steadily expand its Gram treasury, stake Gram, and to support the development of a tokenized economy inside Telegram’s billion-user platform.

Previous wording

On January 23, 2026, the Company’s Board of Directors authorized the Company to enter into settlement negotiations with Kingsway Capital Partners Limited (“Kingsway”) to terminate the advisory services agreement dated August 7, 2025. Under the agreement, Kingsway provides advisory and consulting services to the Company in connection with the expansion and diversification of the Company’s business and its TON Treasury Strategy. As of the date of this filing, the Company cannot estimate the timing of any settlement or the potential financial impact of a settlement, including any settlement amount in connection with the proposed termination.

Current wording

On January 23, 2026, the Company’s Board of Directors authorized the Company to enter into settlement negotiations with Kingsway Capital Partners Limited (“Kingsway”) to terminate the advisory services agreement dated August 7, 2025. Under the agreement, Kingsway provides advisory and consulting services to the Company in connection with the expansion and diversification of the Company’s business and its TON Treasury Strategy.

Previous wording

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950 thousand, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 thousand signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility. Mr. Wilson brings more than 20 years of experience across financial markets, institutional trading and digital assets, including recent leadership roles focused on cryptocurrency trading and blockchain-based initiatives. The Company believes Mr. Wilson’s experience in digital asset markets and scaling trading platforms will support its strategy of building a digital asset treasury centered on Toncoin and advance the Company’s broader growth initiatives.

Current wording

On April 16, 2026, the Company announced the appointment of Kevin Wilson as Chief Executive Officer, effective May 4, 2026. Mr. Wilson will receive an annual base salary of $950 thousand, a target annual bonus opportunity of 100% of salary as determined by the Board, a one-time $250 thousand signing bonus, and an equity award representing 2% of fully diluted shares to be approved by the Board, along with standard benefits and severance eligibility. Mr. Wilson brings more than 20 years of experience across financial markets, institutional trading and digital assets, including recent leadership roles focused on cryptocurrency trading and blockchain-based initiatives. The Company believes Mr. Wilson’s experience in digital asset markets and scaling trading platforms will support its strategy of building a digital asset treasury centered on Gram and advance the Company’s broader growth initiatives.

Previous wording

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, unrealized (gain) loss on investments, and other (income) expense, and other non-recurring charges.

Current wording

In addition to our results under generally accepted accounting principles (“GAAP”), we present Modified EBITDA as a supplemental measure of our performance. However, Modified EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Modified EBITDA as net income (loss), plus depreciation and amortization, share-based compensation, other (income) expense, net, income tax expense, net (gain) loss on fair value of Digital Assets, loss from discontinued operations, net of tax, and other non-recurring costs.

Previous wording

As of March 31, 2026 and December 31, 2025, we had the following balances of cash, cash equivalents, and restricted cash.

Current wording

As of June 30, 2026 and December 31, 2025, we had the following balances of cash and cash equivalents, restricted cash, and unrestricted Gram holdings.

Previous wording

On August 7, 2025, the Company completed a private investment in public equity (“PIPE”) with certain institutional investors (the “PIPE Subscribers”) pursuant to a subscription agreement. The PIPE included the sale of (i) 57,024,121 shares of common stock, par value $0.0001 per share, at a price of $9.51 per share, and (ii) pre-funded warrants to purchase up to 1,677,996 shares of common stock at a price of $9.5099 per warrant (together, the “Acquired Securities”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share, is immediately exercisable, and remains outstanding until exercised in full. The PIPE generated gross proceeds of approximately $558,000, funded with a combination of cash, TON, and USD-denominated stablecoins (USDC and USDT), before deducting placement agent fees and offering expenses. The Company incurred cash placement agent fees of $11,423 and offering expenses of $13,155. In addition, the placement agent equity fee consisted of 512,860 shares of common stock valued at $10,452.

Current wording

On August 7, 2025, the Company completed a private investment in public equity (“PIPE”) with certain institutional investors (the “PIPE Subscribers”) pursuant to a subscription agreement. The PIPE included the sale of (i) 57,024,121 shares of common stock, par value $0.0001 per share, at a price of $9.51 per share, and (ii) pre-funded warrants to purchase up to 1,677,996 shares of common stock at a price of $9.5099 per warrant (together, the “Acquired Securities”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share, is immediately exercisable, and remains outstanding until exercised in full. The PIPE generated gross proceeds of approximately $558,000, funded with a combination of cash, Gram, and USD-denominated stablecoins (USDC and USDT), before deducting placement agent fees and offering expenses. The Company incurred cash placement agent fees of $11,423 and offering expenses of $13,155. In addition, the placement agent equity fee consisted of 512,860 shares of common stock valued at $10,452.

Previous wording

The following is a summary of our cash flows from operating, investing, and financing activities for the quarters ended March 31, 2026 and 2025 (in thousands):

Current wording

The following is a summary of our cash flows from operating, investing, and financing activities for the six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

For the three months ended March 31, 2026, our cash used in operating activities amounted to $(4,687), compared to cash used in operating activities for the three months ended March 31, 2025, of $(1,070).

Current wording

For the six months ended June 30, 2026, our cash flows used in operating activities for continuing operations amounted to $10,640, compared to cash flows used for the six months ended June 30, 2025 of $66. The prior-year comparable period included a non-recurring Employee Retention Credit (“ERC”) refund of approximately $1,724. Excluding this refund, cash used in operating activities from continuing operations for the six months ended June 30, 2025 would have been $1,790. The increase in cash used in operating activities for continuing operations in the current period primarily reflects higher operating expenses, legal and professional fees, and personnel costs.

Previous wording

For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies and Supplemental Disclosure*,* of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.

Current wording

For a summary of our recent accounting policies, refer to Note 2 - Summary of Significant Accounting Policies*,* of our unaudited condensed consolidated financial statements included under Item 1 – Financial Statements in this Form 10-Q.