Nasdaq debut doesn’t unlock all 37 million Celsius bankruptcy shares for immediate sale

3 min read
Nasdaq debut doesn’t unlock all 37 million Celsius bankruptcy shares for immediate sale
PrimeXBT Editorial Team
Reviewed by PrimeXBT

Ionic Digital's Nasdaq debut on July 28 created a public market for shares tied to Celsius Network's bankruptcy plan, but broker transfers and securities-law limits mean some of the 37 million creditor-linked shares can't be sold immediately. The prospectus shows overlapping restrictions across different share pools, from a $70 price floor on private-placement stock until six months after the listing to a one-to-two-business-day broker transfer for shares on the books of a transfer agent.

Ionic Digital, the bitcoin miner formed from Celsius Mining's assets, began trading on Nasdaq under the ticker IOND on July 28. The direct listing opened a public market for existing Class A shares tied to the Celsius bankruptcy plan, but it did not automatically let every holder of that creditor-linked stock sell.

Because the debut was a direct listing, Ionic sold no shares and received no proceeds from the trade — the transaction created a venue and price discovery for existing equity, not new capital for the company.

Where the 37 million shares came from

Those shares trace back to Jan. 31, 2024, when Ionic acquired Celsius Mining's assets. Under the terms in Ionic's final prospectus, the company paid no cash and instead issued 37 million Class A shares to former approved creditors of Celsius Network and certain subsidiaries and affiliates.

Ionic reported about 82,000 stockholders of record before the listing, excluding beneficial owners whose shares were held in nominee names. The prospectus didn't say how many of those record holders were Celsius creditor recipients, so the total isn't a creditor count.

The same filing separately registered 10,800,164 resale shares tied to Ionic's June 2026 private placement, a distinct pool from the 37 million bankruptcy-plan shares. Investors in that placement generally could not sell below $70 a share until six months after the listing.

Why some shares are still stuck

The prospectus said the remaining 37,214,869 outstanding Class A shares could be sold under Securities Act exemptions, though holder-specific limits could still apply. Those limits include restrictions for affiliates and plan recipients deemed underwriters.

Even holders without those restrictions couldn't necessarily cash out the same day. For shares still on the books of Odyssey Transfer and Trust Company, Ionic's shareholder guidance said a broker that participates in the Depository Trust Company and supports the Direct Registration System had to move the shares into a brokerage account first. The company said that process typically takes one to two business days.

First-day trading

Nasdaq's $53 figure was only a direct-listing reference price, not an offering price or a level at which shares actually changed hands. IOND closed its first session at $62.90 on approximately 1.58 million shares of volume, according to Investing.com.

The listing created a real exit route for creditor-linked equity, but not a universal same-day cash-out — whether a holder could use it depended on where the shares sat, whether a broker could receive them, and whether securities-law restrictions still applied.

Source: CryptoSlate

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