Up to 13,067,151 Shares of Common Stock offered by the Selling Stockholder 

 

This prospectus relates to the resale, from time to time, of up to 13,067,151 (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), of Tron Inc. (the "Company"), by the selling stockholder identified in this prospectus under the section "Selling Stockholder" (the "Selling Stockholder") pursuant to a December 24, 2025 Stock Purchase Agreement with the Selling Stockholder for a purchase price of $1.3775 per share, for gross proceeds to the Company of approximately $18 million. The purchase price was paid via the transfer of 18 million USDT (Tether) stablecoins to the Company.

 

We are not selling any shares of our Common Stock under this prospectus and will not receive any proceeds from the sale of any Shares. The Selling Stockholder will bear all commissions and discounts, if any, attributable to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.

 

No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing the method and terms of the offering of such securities.

 

Tron Inc. is engaged in the adoption of blockchain-integrated treasury strategies. While we have certain incidental relationships with the TRON DAO and the TRON blockchain ecosystem, the Company operates independently.