VERB

What are the key performance metrics and reporting requirements for the TON Treasury strategy?

Created August 08, 2025 at 12:31 PM

Answer

Below is a detailed overview of the key performance metrics that investors, the board of the TON Treasury Strategy Company, and regulators are expected to monitor, together with the reporting and disclosure obligations that the strategy will have to meet.

All of this is anchored in the information disclosed in the Verb Technology Company (VERB) $558 million private‑placement press release (dated 8 August 2025) and the typical requirements for a publicly‑listed cryptocurrency‑treasury vehicle that is being launched in partnership with Kingsway Capital.

1. Core Performance Metrics for the TON Treasury Strategy

Metric	Why it matters	How it will be measured (typical methodology)	Target / Benchmark (typical)
1. Net Asset Value (NAV) per share	The fundamental “price” of the listed product.	Total market value of all TON‑coin holdings (plus any cash or short‑term assets) minus liabilities, divided by the number of outstanding shares.	Updated daily (or at least each trading day) to reflect the real‑time price of TON on major exchanges.
2. Total TON‑coin holdings (quantity & % of total assets)	Shows the exposure to the underlying blockchain and the degree of diversification.	Count of TON‑coins held, recorded in the custodian’s ledger; expressed both as a raw number and as a % of total assets.	≥ 90 % of the fund’s net assets (the strategy is designed to be a “pure‑play” TON‑coin treasury).
3. Market‑value of holdings (USD‑equivalent)	Provides a dollar‑value view of the portfolio, useful for liquidity planning and for investors who track performance in fiat terms.	Multiply the TON‑coin quantity by the average price of TON on the three most liquid exchanges (e.g., Binance, Kraken, OKX) and take a volume‑weighted average.	Daily market‑value reporting.
4. Total Return (including price appreciation & any staking/earn‑out yields)	Captures the full economic performance of the strategy, not just price moves.	(Ending NAV – Beginning NAV) / Beginning NAV – adjusted for any staking rewards or “earn‑out” yields that the treasury may earn by delegating TON to validators.	Quarterly total‑return figures, compared to a benchmark TON index (e.g., TON‑Total Return Index).
5. Liquidity Ratio (Cash‑or‑Cash‑Equivalents / Total NAV)	Ensures the fund can meet redemption requests, cover operating expenses, and handle market stress.	Ratio of readily‑available cash (or highly‑liquid stable‑coins) to total NAV.	Minimum 5 % at all times; higher during market‑stress windows.
6. Volatility (30‑day & 90‑day standard deviation of daily returns)	Quantifies the price risk inherent in a pure‑crypto treasury.	Compute the standard deviation of daily NAV returns over the specified look‑back periods.	Monitored; no explicit “target” but disclosed to investors for risk‑profiling.
7. Counter‑party & Custody Risk Metrics	Reflects exposure to the custodian, the validator network, and any third‑party staking platforms.	% of TON delegated to external validators; credit‑rating or security‑audit status of custodial partners.	≤ 10 % of holdings delegated; custodial partners must be SOC 1/2‑type and insured.
8. Expense Ratio (Management & Custody Fees)	Impacts net performance for shareholders.	Total annualized fees expressed as a % of NAV.	≤ 2 % (typical for a crypto‑treasury fund).
9. Compliance & Governance Score	Ensures the strategy adheres to SEC, FINRA, and state‑level securities regulations.	Internal audit results, compliance‑checklist completion, and any regulatory findings.	100 % compliance required; any breach triggers immediate reporting.

Take‑away: The TON Treasury strategy will be judged primarily on TON‑coin accumulation, NAV growth, total return (price + staking yields), and liquidity. Volatility and counter‑party exposure are disclosed for risk transparency, while cost control (expense ratio) and compliance are non‑negotiable operational metrics.

2. Reporting & Disclosure Requirements

Because the product will be a publicly listed, SEC‑registered investment vehicle (most likely a “registered investment company” or a “business‑development company” under the Investment Company Act of 1940), the following reporting cadence and content is mandatory:

Reporting Item	Frequency	Content Highlights	Where it is filed / published
Form S‑1 (or S‑3) Registration Statement	One‑time (initial filing)	Detailed description of the strategy, risk factors, use of proceeds (i.e., purchase of TON‑coin), fee structure, and governance.	SEC’s EDGAR system; also posted on VERB’s investor‑relations website.
Form 10‑K (Annual Report)	Annually	Full balance sheet (TON holdings, cash, liabilities), performance summary, management discussion & analysis (MD&A), risk‑management overview, auditor’s report, and description of any material events.	SEC EDGAR; also distributed to shareholders.
Form 10‑Q (Quarterly Report)	Quarterly	Interim NAV, changes in TON holdings, total return for the quarter, liquidity ratio, expense ratio, and any material events (e.g., new validator partnerships).	SEC EDGAR; posted on the fund’s website.
Form 8‑K (Material Event Disclosure)	As‑needed (within 4 business days of occurrence)	Any significant deviation from the investment policy, major redemptions, changes in partnership with Kingsway Capital, security breaches, or regulatory actions.	SEC EDGAR; also released via press release.
Performance & Holdings Snap‑shots	Daily (NAV) and Monthly (holdings)	Daily NAV per share; monthly breakdown of TON‑coin quantity, market‑value, and % of total assets.	Published on the fund’s ticker page (e.g., via Nasdaq) and on VERB’s investor portal.
Quarterly Investor Letter / Fact Sheet	Quarterly	Summarizes total return, benchmark comparison (TON‑Total Return Index), staking yield earned, expense ratio, and liquidity status.	Email to shareholders; posted on the fund’s website.
Compliance & Governance Report	Semi‑annual (or as required)	Results of internal compliance audits, any regulatory examinations, and status of the “Compliance Score” metric.	Provided to the board; summary may be included in the 10‑K/10‑Q.
Audit of Custodial & Staking Arrangements	Annually (or upon material change)	Independent verification of the TON‑coin custody, validator delegation, and any “earn‑out” contracts with third‑party staking platforms.	Included in the auditor’s report in the 10‑K.
Proxy Statement (DEF 14A)	Prior to annual shareholder meeting	Details of board composition, executive compensation, voting matters, and any related‑party transactions (e.g., fees paid to Kingsway Capital).	SEC EDGAR; mailed to shareholders.

Additional regulatory touch‑points

FINRA Rule 4511 – periodic reporting of “financial condition” for listed securities.
Regulation S‑P 500 (if the shares are listed on Nasdaq) – requires real‑time price dissemination and trade‑through reporting.
Anti‑Money‑Laundering (AML) & Know‑Your‑Customer (KYC) – mandatory for the custodian and any staking partners; compliance reports must be retained and be available for regulator inspection.
Sarbanes‑Oxley (SOX) controls – internal controls over financial reporting (ICFR) must be documented and tested annually.

3. How the Metrics Tie into the Reporting Cadence

Metric	Reporting Frequency	Where it Appears
NAV per share	Daily (real‑time)	Nasdaq ticker feed; fund’s website.
TON‑coin quantity & % of assets	Monthly (holdings snapshot)	10‑Q footnote; monthly fact sheet.
Total Return (price + staking)	Quarterly (performance)	10‑Q performance table; investor letter.
Liquidity Ratio	Quarterly (balance‑sheet)	10‑Q balance sheet; 10‑K footnote.
Volatility (30‑/90‑day)	Quarterly (risk disclosure)	10‑Q risk‑management section.
Expense Ratio	Quarterly (cost disclosure)	10‑Q expense table; 10‑K footnote.
Counter‑party risk (validator delegation)	Quarterly (explanatory note)	10‑Q footnote; 8‑K if material change.
Compliance Score	Semi‑annual (governance)	10‑K/10‑Q governance section; board minutes.
Audit of Custody/Staking	Annually (audit)	Auditor’s report in 10‑K.

4. Why These Requirements Matter for the TON Treasury Strategy

Investor Confidence – A pure‑play TON‑coin treasury is a novel, high‑volatility product. Transparent NAV, holdings, and total‑return reporting lets investors gauge whether the fund is delivering the promised exposure to TON while still maintaining sufficient liquidity.
Regulatory Safeguard – Because VERB is a Nasdaq‑listed entity, the SEC expects the same level of disclosure as any equity‑registered investment company. Daily NAV, quarterly performance, and annual audited financials protect the market from information asymmetry and potential manipulation.
Risk Management – Metrics such as the Liquidity Ratio, Volatility, and Counter‑party exposure are essential for the board (and Kingsway Capital) to monitor the fund’s ability to meet redemptions and to stay within the investment‑policy limits set out in the registration statement.
Operational Oversight – The Expense Ratio and Compliance Score ensure that the partnership with Kingsway Capital remains cost‑effective and that the fund adheres to AML/KYC, SOX, and custodial standards—critical for a crypto‑focused treasury that must still meet traditional securities‑law expectations.

5. Bottom‑Line Summary

Performance metrics: NAV per share, TON‑coin quantity & % of assets, market‑value of holdings, total return (price + staking yields), liquidity ratio, volatility, counter‑party risk, expense ratio, and compliance score.
Reporting cadence: Daily NAV, monthly holdings snapshot, quarterly 10‑Q (including performance, liquidity, volatility), annual 10‑K (full balance sheet, audit, compliance), plus required 8‑K material‑event filings, proxy statements, and regular investor communications (letters/fact sheets).
Regulatory framework: SEC registration (Form S‑1), ongoing 10‑K/10‑Q/8‑K filings, Nasdaq listing rules, FINRA reporting, AML/KYC, SOX internal controls, and custodial‑staking audit requirements.

These metrics and disclosures together form the measurement backbone and public‑information pipeline that will enable the TON Treasury strategy to operate transparently, meet investor expectations, and stay fully compliant with U.S. securities regulations while delivering a focused exposure to TON‑coin.