On November 10, 2026, TokenBay Investment and Technology Joint Stock Company completed the private placement of 74,000 bonds under the code TKBL12601, each with a face value of VND 100 million, for a total of VND 7,400 billion.Người Quan Sát The proceeds are earmarked for capital contributions to Techcom Crypto Asset Exchange JSC (TCEX), where TokenBay holds 88.9% of charter capital.TheLeader
Our earlier piece laid out TCEX's shareholder structure after its capital raise. What remained open was where the controlling shareholder found the money. The issuance results filed on HNX, reported by Người Quan Sát and MarketTimes on November 14, show that most of it is borrowed through bonds. According to the business plan TokenBay submitted for its credit rating, the main source of repayment will be TCEX dividends once the exchange receives its licence.
What the TKBL12601 bond looks like
Per Người Quan Sát, the bonds pay 5% a year, run for 60 months and are due to mature on November 10, 2031.Người Quan Sát MarketTimes adds that they are secured, carry a fixed rate for their entire life, and were issued and completed on November 10 itself. The custodian is the Vietnam Securities Depository and Clearing Corporation. The filing names Techcom Securities (TCBS, ticker TCX on HoSE) as a party connected to the issuance. This is also TokenBay's first corporate bond raise.MarketTimes
At a fixed 5% on VND 7,400 billion, interest comes to roughly VND 370 billion a year if principal stays outstanding. Over five years that adds up to around VND 1,850 billion, before the VND 7,400 billion of principal falls due in 2031. This is Investify's own arithmetic from the coupon and issue size, not a payment schedule published by the company.
Who TokenBay is
TokenBay was founded in October 2024 with initial charter capital of VND 1 billion. It operates mainly in information technology and is based in Ha Dong, Hanoi.Người Quan Sát At the time of issuance it had been operating for a little over two years.
The relationship with TCBS is the most notable part of its short history. In late 2025, TCBS approved a plan to contribute VND 165 billion to TokenBay. Early in 2026, TokenBay's charter capital rose to VND 1,501 billion. In May 2026, TCBS exited TokenBay entirely. The two are now fellow shareholders in TCEX: TokenBay holds 88.9%, TCBS 11% (VND 1,100 billion), and other shareholders 0.1%.Thị trường Tài chính Tiền tệ
On credit quality, Saigon Ratings rates TokenBay vnBBB- with a Stable outlook. According to MarketTimes, the agency based that outlook on the expectation that TokenBay completes its capital contribution to make TCEX a subsidiary, and that TCEX is licensed and starts operating the exchange in 2026. Saigon Ratings also noted that the outlook depends heavily on regulatory progress, the likelihood of a licence and the exchange's operating performance.MarketTimes
Debt and equity in the TCEX stake
The bond issue is about 4.93 times TokenBay's charter capital.MarketTimes On the TCEX side, TokenBay's 88.9% of VND 10,000 billion in charter capital is about VND 8,890 billion. Adding TokenBay's VND 1,501 billion of charter capital to the VND 7,400 billion of bond proceeds gives VND 8,901 billion, close to that figure. If all of the bond proceeds go into TCEX as intended, borrowed money would account for roughly 83% of TokenBay's stake in the exchange. The exact split between the two sources should become clearer after the paid-in capital is audited.
The structure is not unusual for a company set up to hold a stake in another business: the holding company borrows, injects the money into its subsidiary, then services the debt with the dividends it receives. Người Quan Sát reports that with this bond, TokenBay has completed its fundraising plan at the intended size to invest in TCEX.Người Quan Sát What sets this case apart is that the subsidiary has not yet started doing business, so the dividend stream hinges on a regulatory milestone that has not arrived.
Repayment is tied to TCEX's licence
According to the business plan TokenBay set out in its rating dossier, once TCEX is licensed, dividends from the exchange are expected to contribute about 90% of TokenBay's revenue.MarketTimes The licensing milestone in that plan is expected within 2026.Người Quan Sát
That means whether TCEX gets a licence matters to more people than its shareholders:
- Holders of TKBL12601 bonds: the main income the issuer counts on to pay roughly VND 370 billion in annual interest is TCEX dividends. The bonds are secured, per MarketTimes.
- Holders of TCX shares: TCBS has put VND 1,100 billion into TCEX, alongside a controlling shareholder whose capital comes largely from five-year bonds.
- Anyone waiting for a licensed crypto asset exchange at home: TCEX's controlling shareholder needs the exchange to operate and turn a profit in order to service its debt.
Even once a licence is granted, dividends will not arrive immediately. A new exchange needs time to attract customers, build liquidity and become profitable before it can distribute dividends. TCEX CEO Ngô Duy Biên said the new capital will go to trading and custody infrastructure, building out the technical team and strengthening risk management.Thị trường Tài chính Tiền tệ That spending comes before the exchange earns revenue.
Steps remaining before the licence
TCEX has cleared two milestones. In Official Letter 5547/BTC-UBCK of May 4, 2026, the Ministry of Finance confirmed that the first-round dossier was complete and valid.TheLeader On October 23, 2026, the Department of Cybersecurity (Ministry of Public Security) approved its level-4 information security dossier.MarketTimes Next, TCEX will audit its paid-in capital, finalize its operating procedures and file a second-round dossier.
Each step answers part of the question about interest payments. The capital audit confirms that VND 10,000 billion is actually in TCEX. That is the capital requirement under Resolution 05/2025/NQ-CP, and also evidence that the bond proceeds reached their destination. The second-round dossier shows how ready the exchange is to operate, and is the nearest checkpoint against the plan for a 2026 licence. The licensing decision determines whether TokenBay's business plan begins to take shape. About six weeks of 2026 remain.
What to watch
The favourable scenario is that TCEX receives its licence at or near the 2026 milestone Saigon Ratings used for its Stable outlook, the exchange opens and starts generating profit. TokenBay would then have the income its plan describes, and the question shifts to how much the exchange earns relative to the roughly VND 370 billion of annual interest.
If the licence comes after 2026, the assumption behind the current rating no longer matches the calendar, while bond interest keeps accruing year by year. Repayment in the early years would then lean more on the collateral and on TokenBay's other sources of cash, and bondholders should watch for any rating update from Saigon Ratings.
Both scenarios share one yardstick: the date TCEX gets its licence, and the gap between that date and the point where the exchange is profitable enough to pay dividends. The capital audit and the second-round filing are the next two checkpoints.