[SCHEDULE 13D] Tron Inc. SEC Filing

Rhea-AI Filing Summary

Bravemorning Limited invested $100 million in Tron Inc. on 16 Jun 2025, purchasing 100,000 Series B preferred shares and warrants for 220 million common shares.

The preferred shares convert into 200 million common shares at $0.50. If fully converted and exercised, Bravemorning and its director Weike Sun would control 420 million shares, equating to 95.93 % of the 437.8 million shares assumed outstanding. Conversion and voting rights are capped at 19.99 % until shareholder approval, complying with Nasdaq thresholds.

The stated purpose is to obtain control. Directors Hans Haywood, Gary Herman and Douglas McKinnon resigned; Sun, Zhihong Liu and Zi Yang joined the board, with Sun becoming chairman. The consideration was paid in TRX tokens.

Bravemorning may buy or sell additional Tron securities, engage in hedging, or influence strategy, subject to the Securities Purchase Agreement.

Positive

• $100 million capital infusion improves liquidity without immediate cash outflows.
• Appointment of fintech veteran Weike Sun and two new directors may bring strategic expertise.

Negative

• Potential issuance of 420 million shares represents ~24× current float, posing severe dilution risk.
• Investor group’s effective control may limit minority shareholder influence and raise governance concerns.

Insights

Financial Analyst

TL;DR – $100 M cash (TRX), potential 96 % control, major dilution offset by capital injection.

The filing is highly impactful. A $100 million investment strengthens liquidity while the investor group gains near-total economic control through preferred stock and large warrants. Conversion limitations delay immediate dilution, yet eventual issuance could expand share count >24× current outstanding, pressuring per-share metrics. Board turnover indicates a shift in governance and strategy toward Bravemorning’s agenda. Existing holders face voting dilution below 20 % cap now, with larger dilution risk post-approval. Capital infusion and fintech expertise may aid growth, but market reaction will hinge on perceived value creation versus dilution.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Tron Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

85237B101

(CUSIP Number)

Lawrence Venick, Esq.
Loeb & Loeb LLP, 10100 Santa Monica Blvd #2200
Los Angeles, CA, 90067
1 310 7285129

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 85237B101

1

Name of reporting person

Bravemorning Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 420,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 420,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

420,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

95.93 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

For rows 7, 9 and 11, represents (A) 100,000 shares of Series B Preferred Stock held by Bravemorning Limited, with each such Preferred Stock Share having a stated value of $1,000.00 per share and in the aggregate being convertible into 200,000,000 shares of Common Stock at a conversion price of $0.50 per share plus (B) Warrants held by Bravemorning exercisable into 220,000,000 shares of Common Stock. For row 13, calculation based on 437,833,610 shares of Common Stock, which includes (i) 17,833,610 shares of Common Stock outstanding as of June 16, 2025 as disclosed by the Issuer in the Securities Purchase Agreement, (ii) 200,000,000 shares of Common Stock into which the 100,000 shares of Series B Preferred Stock issued by the Issuer to Bravemorning pursuant to the Securities Purchase Agreement are convertible, and (iii) 220,000,000 shares of Common Stock into which the Warrants issued by the Issuer to Bravemorning are exercisable. The underlying shares into which the Series B Preferred Stock is convertible and the Warrants are exercisable have been included in the calculation of the percentage set forth in row 13, notwithstanding that the Series B Preferred Stock has not been converted and the Warrants have not been exercised. The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until stockholder approval of the transaction is obtained and effective.

SCHEDULE 13D

CUSIP No. 85237B101

1

Name of reporting person

Weike Sun

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SAINT KITTS AND NEVIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 420,000,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 420,000,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

420,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

95.93 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

For rows 7, 9 and 11, represents (A) 100,000 shares of Series B Preferred Stock held by Bravemorning Limited, with each such Preferred Stock Share having a stated value of $1,000.00 per share and in the aggregate being convertible into 200,000,000 shares of Common Stock at a conversion price of $0.50 per share plus (B) Warrants held by Bravemorning exercisable into 220,000,000 shares of Common Stock. For row 13, calculation based on 437,833,610 shares of Common Stock, which includes (i) 17,833,610 shares of Common Stock outstanding as of June 16, 2025 as disclosed by the Issuer in the Securities Purchase Agreement, (ii) 200,000,000 shares of Common Stock into which the 100,000 shares of Series B Preferred Stock issued by the Issuer to Bravemorning pursuant to the Securities Purchase Agreement are convertible, and (iii) 220,000,000 shares of Common Stock into which the Warrants issued by the Issuer to Bravemorning are exercisable. The underlying shares into which the Series B Preferred Stock is convertible and the Warrants are exercisable have been included in the calculation of the percentage set forth in row 13, notwithstanding that the Series B Preferred Stock has not been converted and the Warrants have not been exercised. The Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until stockholder approval of the transaction is obtained and effective.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Tron Inc.
(c)	Address of Issuer's Principal Executive Offices: 941 W. MORSE BLVD., SUITE 100, WINTER PARK, FLORIDA , 32789.
Item 1 Comment: Bravemorning Limited has acquired (A) preferred stock which is convertible into 200,000,000 shares of common stock and (B) warrants to purchase 220,000,000 shares of common stock
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by: (i) Bravemorning Limited ("Bravemorning"); and (ii) Mr. Weike Sun (together with Bravemorning, the "Reporting Persons")
(b)	The registered address of each of the Reporting Persons is Sea Meadow House, (P.O. Box 116), Road Town, Tortola, British Virgin Islands
(c)	The principal business of Bravemorning is investments. Mr. Weike Sun is holding senior management and advisory role to several fintech companies.
(d)	None of the Reporting Persons have, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	(i) Bravemorning is a British Virgin Islands business company; and (ii) Mr. Weike Sun is a citizen of Saint Kitts and Nevis.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 6 of this Schedule 13D is hereby incorporated by reference into this Item 3. On June 16, 2025, the Issuer entered into the Securities Purchase Agreement with Bravemorning (the "Securities Purchase Agreement"). Pursuant to the Securities Purchase Agreement, on June 16, 2025, Bravemorning purchased from the Issuer 100,000 shares of Series B Preferred Stock which are convertible into 200,000,000 shares of Common Stock and Warrants to purchase 220,000,000 shares of Common Stock for an aggregate purchase price of $100,000,000. The purchase of the Series B Preferred Stock and Warrants were paid in the form of TRX tokens on June 28, 2025; these tokens were derived from Bravemorning's TRX holdings. The Series B Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until such stockholder approval is obtained and effective.
Item 4.	Purpose of Transaction
	The information set forth in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference into this Item 4. The Reporting Persons acquired the securities reported herein for the purposes of obtaining control of the Issuer. In connection with the transactions, (A) Hans Haywood and Gary Herman resigned as members of the Board; (B) Douglas McKinnon resigned as a member of the Board (Mr. McKinnon remains the Company's Chief Financial Officer. Mr. McKinnon's resignation as a member of the Board was not a result of any disagreements with the Company on any matter relating to the Company's operations, policies, or practices) and (C) Mr. Weike Sun, Zhihong Liu ("Mr. Liu"), and Zi Yang ("Mr. Yang") were appointed as members of the Board. Mr. Weike Sun was named Chairman of the Board. Mr. Liu and Mr. Yang are appointed to each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board. Mr. Liu is expected to serve as chair of the Compensation Committee and Mr. Yang is expected to serve as chair of the Nominating and Corporate Governance Committee. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, subject to the terms and conditions of the Securities Purchase Agreement, may, from time to time, and at any time in the future, formulate plans or proposals depending on various factors, including the Issuer's financial position and strategic direction, corporate transactions, actions taken by the Issuer's Board of Directors, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, and take such actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. Without limiting the foregoing and the subject to any transfer restrictions set forth in the Securities Purchase Agreement, the Reporting Persons may, from time to time, (i) acquire additional shares of Common Stock, other equity, debt, notes, other securities, or derivative, other instruments that are based upon or relate to the value of securities of the Issuer or any combination of the foregoing (collectively, the "Securities") in the open market, private transactions or otherwise; (ii) dispose of any or all of their Securities in the open market, private transactions or otherwise, including pursuant to registered transactions if and when such registered transactions are approved by the Issuer; (iii) engage in any hedging, derivative or similar transactions, including with respect to the Securities or otherwise; (iv) discuss with the Issuer's management, including the Board, the governance and strategic direction of the Issuer; or (v) propose or consider one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. The Series B Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until such stockholder approval is obtained and effective. The Reporting Persons undertake no obligation to make additional disclosures except to the extent required by law.
Item 5.	Interest in Securities of the Issuer
(a)	The information set forth in the cover pages and Item 2 of this Schedule 13D is hereby incorporated by reference into this Item 5. The Reporting Persons beneficially own 100,000 shares of Series B Preferred Stock (convertible into an aggregate of 200,000,000 shares of Common Stock) and Warrants to purchase 220,000,000 shares of Common Stock, as of the close of business on June 16, 2025. Each share of Series B Preferred Stock has identical voting rights as the number of shares of Common Stock into which per Series B Preferred Stock are convertible. The holding of the Series B Preferred Stock and the Common Stock exercised from the Warrants owned by the Reporting Persons constitutes approximately [95.93%] of the voting power of the Common Stock. This percentage is based on (i) 17,833,610 shares of Common Stock outstanding as of June 16, 2025 as disclosed by the Issuer in the Securities Purchase Agreement, (ii) 200,000,000 shares of Common Stock into which the 100,000 shares of Series B Preferred Stock issued by the Issuer to Bravemorning pursuant to the Securities Purchase Agreement are convertible, and (iii) 220,000,000 shares of Common Stock into which the Warrants issued by the Issuer to Bravemorning are exercisable. The Series B Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until such stockholder approval is obtained and effective. The Reporting Persons do not beneficially own any shares of Common Stock except as described herein.
(b)	Bravemorning is the direct beneficial owner, and has sole power to vote and direct the disposition, of 100,000 shares of Series B Preferred Stock (which are convertible into 200,000,000 shares of Common Stock) and Warrants to purchase 220,000,000 shares of Common Stock, as of the close of business on June 16, 2025. Mr. Weike Sun is the indirect beneficial owner of such shares of Series B Preferred Stock and such Warrants. As such, Mr. Weike Sun has sole power to vote and direct the disposition of such shares of Series B Preferred Stock and such Warrants.
(c)	The Reporting Persons have not engaged in any transaction in any shares of Common Stock during the past 60 days.
(d)	To the best knowledge of the Reporting Persons, no one other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported as beneficially owned by the Reporting Persons herein.
(e)	Not Applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On June 16, 2025, the Issuer entered into the Securities Purchase Agreement with Bravemorning. Pursuant to the Securities Purchase Agreement, on June 16, 2025, Bravemorning purchased from the Issuer 100,000 shares of Series B Preferred Stock and Warrants to purchase 220,000,000 shares of Common Stock for an aggregate purchase price of $100,000,000. The purchase of the Series B Preferred Stock and Warrants were paid in the form of TRX tokens on June 28, 2025; these tokens were derived from Bravemorning's TRX holdings. The Series B Preferred Stock Shares cannot be converted into more than 19.99% of the currently outstanding shares of Common Stock until stockholder approval of such an issuance is obtained and effective. In addition, no Reporting Person may vote any of shares of Series B Preferred Stock on an "as converted basis" that would be in excess of the Nasdaq threshold of 19.99% of the total voting power of the Issuer's outstanding securities until such stockholder approval is obtained and effective.
Item 7.	Material to be Filed as Exhibits.
	EXHIBIT 99.1: Form of Securities Purchase Agreement, dated as of June 16, 2025 (incorporated by reference from Exhibit 10.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 16, 2025). EXHIBIT 99.2: Form of Common Stock Purchase Warrant, dated as of June 16, 2025 (incorporated by reference from Exhibit 4.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 16, 2025).

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.

Bravemorning Limited

Signature:	/s/ Weike Sun
Name/Title:	Bravemorning Limited, by Mr. Weike Sun, its Director
Date:	07/24/2025

Weike Sun

Signature:	/s/ Weike Sun
Name/Title:	Mr. Weike Sun
Date:	07/24/2025

FAQ

Why did Bravemorning file a Schedule 13D for TRON?

Bravemorning acquired preferred shares and warrants giving it beneficial ownership of 420 million shares, triggering >5 % ownership disclosure.

How much of Tron Inc. could Bravemorning control?

On an as-converted basis Bravemorning would control 95.93 % of common shares; voting/convertibility is capped at 19.99 % until shareholder approval.

What was the purchase price for the Series B preferred stock and warrants?

Bravemorning paid $100 million, settled in TRX tokens, on 28 Jun 2025.

Will current TRON shareholders be diluted immediately?

Not immediately; conversion of preferred shares above 19.99 % and warrant exercise require shareholder approval, delaying full dilution.

What governance changes accompanied the transaction?

Three directors resigned and Weike Sun, Zhihong Liu and Zi Yang joined the board, with Sun appointed chairman.