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Aristeia Master reports 3.38M TON Strategy Co (TONX) common shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

TON Strategy Co disclosed that Aristeia Master, L.P. holds 3,383,218 shares of its common stock, reported as an indirect position of Aristeia Capital, L.L.C.. Aristeia Capital may be deemed to have voting and investment power over these shares but disclaims beneficial ownership beyond its indirect pecuniary interest.

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Insider ARISTEIA CAPITAL, L.L.C.
Role Insider
Type Security Shares Price Value
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 3,383,218 shares (Indirect, By Aristeia Master, L.P.)
Footnotes (1)
  1. [object Object]
Indirectly reported common shares 3,383,218 shares Common stock held by Aristeia Master, L.P.
beneficial ownership financial
"Aristeia disclaims beneficial ownership of the shares held by Aristeia Master except to the extent of its deemed indirect pecuniary interest"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
indirect pecuniary interest financial
"except to the extent of its deemed indirect pecuniary interest"
investment adviser financial
"as the investment adviser of Aristeia Master"
An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
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hours per response:0.5
1. Name and Address of Reporting Person*
ARISTEIA CAPITAL, L.L.C.

(Last)(First)(Middle)
ONE GREENWICH PLAZA, SUITE 300

(Street)
GREENWICH CONNECTICUT 06830

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2026
3. Issuer Name and Ticker or Trading Symbol
TON Strategy Co [ TONX ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
Officer (give title below)XOther (specify below)
See Remarks
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock3,383,218IBy Aristeia Master, L.P.(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Represents shares of common stock of TON Strategy Co (the "Issuer") directly held by Aristeia Master, L.P. ("Aristeia Master"). Aristeia Capital, L.L.C. ("Aristeia") may be deemed to have voting and investment power over the shares of common stock of the Issuer directly held by Aristeia Master as the investment adviser of Aristeia Master. Aristeia has an indirect asset-based fee relating to the feeder funds in Aristeia Master and a fee related to the performance of one of the feeder funds in Aristeia Master. Aristeia disclaims beneficial ownership of the shares held by Aristeia Master except to the extent of its deemed indirect pecuniary interest.
Remarks:
Potential Member of 10% Beneficial Owner Group Certain individuals affiliated with Aristeia have an indirect interest in Aristeia Master. Each such individual disclaims beneficial ownership of the shares of common stock of the Issuer held by Aristeia Master except to the extent of his potential deemed indirect pecuniary interest therein, and this report shall not be deemed an admission that any such individual or Aristeia is the beneficial owner of such securities for purposes of Section 16 or any other purpose.
Andrew B. David04/10/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

How many TON Strategy Co (TONX) shares are held by Aristeia Master, L.P.?

Aristeia Master, L.P. holds 3,383,218 shares of TON Strategy Co common stock. These shares are reported as indirectly associated with Aristeia Capital, L.L.C., reflecting an indirect ownership position through Aristeia Master rather than direct personal holdings.

What kind of ownership interest does Aristeia Capital have in TON Strategy Co (TONX)?

Aristeia Capital has an indirect asset-based fee tied to feeder funds in Aristeia Master and a performance-based fee for one feeder fund. It disclaims beneficial ownership in the shares except to the extent of its deemed indirect pecuniary interest.

Who is reported as directly holding TON Strategy Co (TONX) common stock in this disclosure?

The disclosure states that Aristeia Master, L.P. directly holds the TON Strategy Co common stock. Aristeia Capital, L.L.C. is connected through its role as investment adviser, rather than as the direct registered holder of the common shares.

Does Aristeia Capital, L.L.C. claim full beneficial ownership of TON Strategy Co (TONX) shares?

No. Aristeia Capital, L.L.C. disclaims beneficial ownership of the TON Strategy Co shares held by Aristeia Master, L.P., except to the extent of its deemed indirect pecuniary interest arising from advisory and performance-based fee arrangements.