SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
Tron Inc. [ TRON ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 08/27/2025 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/27/2025 | A | 220,000,000 | A | $0.5 | 220,000,000 | I | See footnote(1) | ||
| Common Stock | 04/02/2026 | A | 200,000,000 | A | $0.5 | 420,000,000 | I | See footnote(1) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Purchase Warrants | $0.5 | 08/27/2025 | 08/29/2025 | M | 220,000,000(2) | 06/16/2025 | 06/16/2027 | Common Stock | 220,000,000 | $0 | 0 | I | See footnote(1) | ||
| Series B Convertible Preferred Stock | $0.5 | 04/02/2026 | M | 200,000,000(4) | 06/16/2025 | (3) | Common Stock | 200,000,000 | $0 | 0 | I | See footnote(1) | |||
| Explanation of Responses: |
| 1. The reported securities are held directly by Bravemorning Limited ("Bravemorning"). Mr. Weike Sun is the sole shareholder of Bravemorning and may be deemed to beneficially own the securities held by Bravemorning. On June 16, 2025, Bravemorning purchased (i) 100,000 shares of Series B Convertible Preferred Stock, convertible into 200,000,000 shares of the Registrant's common stock at a conversion price of $0.50 per share and (ii) warrants to purchase up to 220,000,000 shares of the Registrant's common stock at an exercise price of $0.50 per share (the "PIPE Warrants") with the consideration of $100,000,000 paid in the form of 365,096,845 TRX. |
| 2. On August 27, 2025, Bravemorning exercised the PIPE Warrants in full and, on August 29, 2025, the Registrant issued 220,000,000 shares of Common Stock to Bravemorning. The Holder paid $110,000,000 to the Registrant in the form of 312,500,100 TRX as consideration for the issuance of these Common Stock shares. |
| 3. These securities do not have an expiration date. |
| 4. On April 2, 2026, the Registrant received a conversion notice from Bravemorning to convert all of its 100,000 shares of Series B Preferred Stock and, on April 2, 2026, the Registrant issued 200,000,000 shares of Common Stock to Bravemorning. |
| /s/ Weike Sun | 04/08/2026 | |
| ** Signature of Reporting Person | Date | |
| 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 4 (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 4: SEC 1474 (03-26) | ||