Nasdaq's Shareholder Approval Requirement For Public Companies Seeking To Adopt Digital Asset Treasury Strategies

The intersection of public company finance and digital assets has reached a new milestone. In September 2025, Nasdaq indicated that it would require Nasdaq listed companies to obtain shareholder approval before issuing new shares to fund cryptocurrency purchases. This development comes amid a surge in digital asset treasury strategy transactions, with over $130 billion in planned stock-funded crypto acquisitions announced by U.S. public companies this year alone.

This Nasdaq requirement means public companies listed on Nasdaq could have to secure shareholder approval before issuing new shares for the purpose of buying cryptocurrencies such as Bitcoin, Ethereum, Solana, or Dogecoin. Depending on the circumstances, this requirement could apply to any equity issuance intended to fund direct crypto purchases, whether through public offerings, private investment in public equity, or other capital-raising structures. Determining whether Rule 5635 is triggered can be fact intensive analysis. We understand this requirement to be a new application by Nasdaq of provisions existing in Nasdaq Listing Rule 5635. A company that fails to comply with Rule 5635 can be subject to having the trading of its securities on the Nasdaq markets delisted by Nasdaq.

This requirement introduces a significant procedural step for any Nasdaq-listed company seeking to pivot toward a digital asset treasury strategy. Companies must now factor in the time and uncertainty of a shareholder vote, which can delay or even derail planned crypto purchases. The requirement can also increase disclosure obligations, as companies must clearly communicate their digital asset strategy and risk profile to shareholders in advance of any vote. For management teams, this means longer timelines, as shareholder meetings and proxy solicitations can add weeks or months to the capital raising process. There will also be greater scrutiny, with investors expecting detailed justifications for digital asset treasury moves, including risk management, accounting treatment, and long-term business rationale. In addition, there is the potential for rejection, as shareholder opposition could block or force changes to proposed digital asset treasury strategies, especially in volatile or bear markets.

At Bevilacqua PLLC, we have been at the forefront of advising public companies on innovative digital asset treasury strategies and navigating the evolving regulatory landscape. Our recent closed deals demonstrate our experience and leadership in this space. For example, we advised CleanCore Solutions Inc. on a PIPE transaction adopting Dogecoin as a treasury asset and represented Asset Entities Inc. in its reverse merger with Strive Enterprises, Inc., positioning the combined company to focus on Bitcoin holdings as a core treasury strategy.

Nasdaq's shareholder approval requirement marks a turning point for public companies considering digital asset treasury strategies. The path to stock-funded digital asset accumulation is now more complex, but with the right legal and strategic guidance, it remains achievable. Bevilacqua PLLC stands ready to help companies structure, disclose, and execute successful digital asset treasury transactions in this new regulatory environment. Contact Tuo Wang (tuo@bevilacquapllc.com) to discuss how we can help your company navigate the evolving regulatory landscape involving securities and digital assets.

Originally published September 25, 2025 (Revised Oct. 16, 2025)

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