UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On December 24, 2025, Tron Inc. (the “Company”) entered into a Stock Purchase Agreement (the “SPA”) with Black Anthem Limited (the “Investor”). Pursuant to the SPA, the Investor agreed to purchase 13,067,151 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) for a purchase price of $1.3775 per share, for gross proceeds to the Company of approximately $18 million. The purchase price will be paid in the form of USDT or USDC stablecoin. The Investor is an entity controlled by Justin Sun, an advisor to the Company.
The foregoing description of the SPA does not purport to be a complete description of such document and is qualified in its entirety by reference to the full text of the document, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein.
Item 3.02 Unregistered Sale of Equity Securities.
The Company will have 274,382,064 shares outstanding following the issuance of the 13,067,151 shares of Common Stock to the Investor.
The shares will be issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 7.01 Regulation FD Disclosure
On December 29, 2025, the Company issued a press release regarding the Company’s entrance into the SPA. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Stock Purchase Agreement, dated December 24, 2025 | |
| 99.1 | Press Release dated December 29, 2025 | |
| 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: December 29, 2025 | By: | /s/ Richard Miller |
| Name: | Richard Miller | |
| Title: | Chief Executive Officer | |