[SCHEDULE 13G/A] TON Strategy Co Amended Passive Investment Disclosure
TON Strategy Co group files 13G/A showing 10.43% stake
TON Strategy Co reports a Schedule 13G/A disclosure from an Aristeia Capital-led group showing beneficial ownership of 5,894,057 shares, equal to 10.43% of outstanding Common Stock.
TON Strategy Co reports a Schedule 13G/A disclosure from an Aristeia Capital-led group showing beneficial ownership of 5,894,057 shares, equal to 10.43% of outstanding Common Stock.
The filing states Aristeia Capital, L.L.C. holds 4,895,110 shares (8.66%) and individual managers (Techar, Frascella, Lynch, Hla) hold specified smaller stakes. Shares outstanding were 56,530,617 as of March 24, 2026, per the issuer's Form 10-K.
Positive
None.
Negative
None.
Insights
Aristeia-led group crosses the 10% reporting threshold, triggering group disclosure rules.
The filing lists the Investment Adviser with 4,895,110 shares and a potentially deemed group total of 5,894,057 shares representing 10.43% of outstanding stock as of March 24, 2026. This is a regulatory ownership disclosure under Schedule 13G/A and identifies sole voting and dispositive power for each reporting person.
Subsequent investor impact depends on whether the group acts collectively; future amendments or Schedule 13D filings could change the picture.
Disclosure clarifies ownership stakes and voting/dispositive powers among managers and the adviser.
The filing itemizes each holder's exact share counts and percent-of-class—useful for cap table clarity. The group language notes potential Section 13(d) grouping but the signatories certify shares were not acquired to change control.
Watch for any updates or amendments that change the group status or percent owned.
Key Figures
Group beneficial ownership:5,894,057 sharesInvestment Adviser ownership:4,895,110 sharesPercent of class (group):10.43%+2 more
5 metrics
Group beneficial ownership5,894,057 sharesaggregate group ownership reported in Schedule 13G/A
Investment Adviser ownership4,895,110 sharesAristeia Capital, L.L.C. sole beneficial ownership
Percent of class (group)10.43%of Common Stock outstanding as of <date>March 24, 2026</date>
Shares outstanding56,530,617 sharesoutstanding Common Stock as of <date>March 24, 2026</date>
beneficially owned, Section 13(d) group, sole dispositive power, Schedule 13G/A
4 terms
beneficially ownedregulatory
"The Investment Adviser may be deemed the beneficial owner of 4,895,110 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Section 13(d) groupregulatory
"The Reporting Persons may be deemed to be a "group" for the purposes of Section 13(d)"
sole dispositive powerregulatory
"Sole Dispositive Power 4,895,110.00"
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
Schedule 13G/Aregulatory
"Item 1. (a) Name of issuer: TON Strategy Co"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
FAQ
What stake does Aristeia Capital report in TON Strategy Co (TONX)?
Aristeia Capital reports beneficial ownership of 4,895,110 shares (8.66%). The Schedule 13G/A shows sole voting and dispositive power over those shares, based on the issuer's reported outstanding share count of 56,530,617 as of March 24, 2026.
What is the total percentage reported by the Aristeia-led group in TONX?
The reporting persons state a group total of 5,894,057 shares, or 10.43%. That aggregate percentage is calculated using the issuer's 56,530,617 shares outstanding as of March 24, 2026, per the filing.
Who specifically are the individuals named in the TONX filing?
The filing names William R. Techar, Anthony M. Frascella, Robert H. Lynch, Jr., and Jonathan M. Hla. Each is identified as a manager or affiliated person; individual share counts and percent-of-class are provided for each in the Schedule 13G/A.
Does the filing indicate the group seeks control of TON Strategy Co (TONX)?
The signatories certify the shares were not acquired to change or influence control. The Schedule 13G/A includes a signature block asserting the securities are not held for control purposes, and the filing attaches a joint filing agreement.
What voting and dispositive powers are reported for TONX holdings?
The Investment Adviser and each named individual report sole voting and sole dispositive power for their respective shares. The filing lists zero shared voting or dispositive power for the reporting persons against each reported share count.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
TON Strategy Co
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
92337U302
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
92337U302
1
Names of Reporting Persons
Aristeia Capital, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,895,110.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,895,110.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,895,110.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.66 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
92337U302
1
Names of Reporting Persons
William R. Techar
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
467,928.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
467,928.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
467,928.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.83 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
92337U302
1
Names of Reporting Persons
Anthony M. Frascella
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
467,928.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
467,928.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
467,928.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.83 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
92337U302
1
Names of Reporting Persons
Robert H. Lynch, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
52,576.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
52,576.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
52,576.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.09 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
CUSIP Number(s):
92337U302
1
Names of Reporting Persons
Jonathan M. Hla
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
10,515.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
10,515.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
10,515.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.02 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
TON Strategy Co
(b)
Address of issuer's principal executive offices:
3024 Sierra Juniper Court, Las Vegas, Nevada, 89138
Item 2.
(a)
Name of person filing:
Aristeia Capital, L.L.C., a Delaware limited liability company (the "Investment Adviser"), William R. Techar, Anthony M. Frascella and Robert H. Lynch, Jr., each individual a manager of the Investment Adviser, and Jonathan M. Hla (collectively with the Investment Adviser and the managers, the "Reporting Persons") .
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Aristeia Capital, L.L.C., One Greenwich Plaza, Suite 300, Greenwich, CT 06830.
(c)
Citizenship:
Delaware for the Investment Adviser and United States for the other Reporting Persons
(d)
Title of class of securities:
Common Stock, par value $0.0001
(e)
CUSIP No.:
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The Investment Adviser may be deemed the beneficial owner of 4,895,110 shares of Common Stock, par value $0.0001 ("Common Stock"), which is approximately 8.66% of the outstanding shares. Mr. Techar is the beneficial owner of 467,928 shares of Common Stock, which is approximately 0.83% of the outstanding shares. Mr. Frascella is the beneficial owner of 467,928 shares of Common Stock, which is approximately 0.83% of the outstanding shares. Mr. Lynch is the beneficial owner of 52,576 shares of common stock, which is approximately 0.09% of the outstanding shares. Mr. Hla is the beneficial owner of 10,515 shares of Common Stock, which is approximately 0.02% of the outstanding shares. The Reporting Persons may be deemed to be a "group" for the purposes of Section 13(d) of Securities Exchange Act of 1934, as amended, and such group would be deemed to be the beneficial owner of 5,894,057 shares of Common Stock, in the aggregate, which is approximately 10.43% of the outstanding shares. The above percentages were determined by dividing each Reporting Person's and the potentially deemed group's respective beneficial ownership by 56,530,617, which is the number of shares of Common Stock outstanding as of March 24, 2026, as reported in the Issuer's Form 10-K filed on March 31, 2026, with the Securities and Exchange Commission.
(b)
Percent of class:
The Investment Adviser: 8.66%
Mr. Techar: 0.83%
Mr. Frascella: 0.83%
Mr. Lynch: 0.09%
Mr. Hla: 0.02%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The Investment Adviser: 4,895,110
Mr. Techar: 467,928
Mr. Frascella: 467,928
Mr. Lynch: 52,576
Mr. Hla: 10,515
(ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons has shared power to vote or direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
The Investment Adviser: 4,895,110
Mr. Techar: 467,928
Mr. Frascella: 467,928
Mr. Lynch: 52,576
Mr. Hla: 10,515
(iv) Shared power to dispose or to direct the disposition of:
Each of the Reporting Persons has shared power to dispose or direct the disposition of 0 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed to be a group pursuant to 240.13d-1(b)(1)(ii)(K). As stated in the cover pages, the Investment Adviser is a registered investment adviser. Each of Messrs. Techar, Frascella and Lynch are managers and control persons of the Investment Adviser.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Aristeia Capital, L.L.C.
Signature:
/s/ Andrew B. David
Name/Title:
Andrew B. David / Chief Operating Officer, Aristeia Capital, L.L.C.
