TRON Inc. (NASDAQ: TRON) control changes with $110M TRX-funded share deal

Rhea-AI Filing Summary

TRON Inc. reported a major ownership and capital structure change tied to a previously disclosed warrant financing. Bravemorning Limited, controlled by director Weike Sun, exercised PIPE warrants to acquire 220,000,000 shares of common stock at an exercise price of $0.50 per share. The company received $110,000,000 of consideration, paid in 312,500,100 TRX tokens, and issued the shares in a private, unregistered transaction under Section 4(a)(2) of the Securities Act.

After this share issuance, Mr. Sun, through Bravemorning, owns approximately 86.6% of TRON’s outstanding common stock, resulting in a change of control; the company was not previously controlled by any single shareholder. Separately, TRON filed a charter amendment, under prior shareholder approval, to increase its authorized common stock from 100,000,000 to 1,000,000,000 shares.

Insights

Corporate governance and capital markets analyst

TRON records a change of control after a large insider-led warrant exercise and expands its authorized share capital.

The company reports that Bravemorning Limited, controlled by board member Weike Sun, fully exercised previously issued PIPE warrants to purchase 220,000,000 shares of common stock at $0.50 per share. TRON received $110,000,000 in value, paid in 312,500,100 TRX tokens, with the shares issued in reliance on Section 4(a)(2) of the Securities Act on August 29, 2025.

Following this issuance, the filing states that Mr. Sun, via Bravemorning, owns approximately 86.6% of the company’s outstanding common stock, which constitutes a formal change of control where no single shareholder had control before. In parallel, TRON implemented a charter amendment, previously approved by shareholders, to increase authorized common stock from 100,000,000 to 1,000,000,000 shares, expanding capacity for future equity issuances.

This combination of a large insider-associated equity issuance, payment in crypto tokens, and a substantial increase in authorized shares significantly reshapes ownership concentration and potential future capital-raising flexibility. The overall impact on existing investors depends on how this new control position and enlarged share authorization are used in subsequent corporate and financing decisions.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2025

TRON INC.

(Exact name of registrant as specified in charter)

Nevada		001-41768		32-0686534
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

941 W. Morse Blvd.

Suite 100

Winter Park FL 32789

(Address of principal executive offices) (Zip Code)

(407) 230-8100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		TRON		The Nasdaq Stock Market LLC
				(The Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sale of Equity Securities.

As previously disclosed, on June 16, 2025, Tron Inc. (the “Company”, formerly SRM Entertainment, Inc.) issued warrants to acquire up to 220,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at an exercise price of $0.50 per share (the “PIPE Warrants”) in connection with its private placement of Series B Convertible Preferred Stock with Bravemorning Limited, a institutional investor entity (the “Holder” or “Bravemorning”).

The Holder is an entity controlled by Mr. Weike Sun, a member of the Company’s Board of Directors (the “Board”).

As previously disclosed, on August 25, 2025, the Board (other than Mr. Weike Sun who recused himself from this decision) authorized the Company to enter into an amendment to the PIPE Warrants (the “Amendment”). Pursuant to the Amendment, the exercise price of the PIPE Warrants could be paid, at the Holder’s election, in TRON tokens (“TRX”) in addition to the existing methods of cash or cashless exercise. All other terms of the PIPE Warrants remained unchanged.

On August 27, 2025, Bravemorning exercised the PIPE Warrants in full and, on August 29, 2025, the Company issued 220,000,000 shares of Common Stock to Bravemorning. The Holder paid $110,000,000 to the Company in the form of 312,500,100 TRX as consideration for the issuance of these Common Stock shares. The shares of Common Stock were issued to the Holder on August 29, 2025 in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.01 Changes in Control of Registrant.

Reference is made to the disclosure regarding the exercise of the PIPE Warrants set forth under Item 3.02 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Following the issuance of the 220,000,000 shares of Common Stock, Mr. Weike Sun, via his control of Bravemorning, owns approximately eighty-six and six-tenths percent (86.6%) of the Company’s outstanding shares of Common Stock, resulting in a change of control of the Company. The Company was not previously controlled by any shareholder. The TRX paid by the Holder was owned by the Holder.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 29, 2025, the Company, pursuant to a previously disclosed shareholder approval, filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of Nevada to increase the authorized shares of Common Stock from one hundred million (100,000,000) shares to one billion (1,000,000,000) shares.

A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Articles of Incorporation
104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TRON INC.
Date: September 2, 2025	By:	/s/ Richard Miller
	Name:	Richard Miller
	Title:	Chief Executive Officer

FAQ

What major equity transaction did TRON (TRON) disclose?

TRON disclosed that Bravemorning Limited exercised previously issued PIPE warrants in full, resulting in the issuance of 220,000,000 shares of common stock at an exercise price of $0.50 per share.

How much consideration did TRON Inc. receive from the PIPE warrant exercise?

The company received $110,000,000 of consideration, paid in the form of 312,500,100 TRX tokens, for the issuance of the 220,000,000 common shares to Bravemorning Limited.

Who controls TRON after the reported transaction, and what is their ownership stake?

After the share issuance, Weike Sun, through his control of Bravemorning Limited, owns approximately 86.6% of TRON’s outstanding common stock, which the company states results in a change of control.

Was the TRON share issuance to Bravemorning registered with the SEC?

No. The 220,000,000 shares of common stock issued to Bravemorning were sold in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

What relationship does Bravemorning Limited have to TRON’s board?

Bravemorning Limited is described as an institutional investor entity controlled by Mr. Weike Sun, who is a member of TRON’s Board of Directors. He recused himself from the board decision approving the warrant amendment.

How did TRON change its authorized share capital in this filing?

TRON filed a charter amendment, pursuant to prior shareholder approval, increasing its authorized common stock from 100,000,000 shares to 1,000,000,000 shares with the Nevada Secretary of State on August 29, 2025.

Why does the TRON filing mention TRX tokens?

An amendment to the PIPE warrants allowed Bravemorning to pay the exercise price in TRON tokens (TRX) instead of only cash or cashless exercise, and Bravemorning paid 312,500,100 TRX tokens as consideration.