TON Strategy Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

TON Strategy Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

NOTICE OF THE 2025 VIRTUAL ANNUAL MEETING OF STOCKHOLDERS

October 3, 2025

Dear Fellow TON Strategy Company Stockholders:

It is my pleasure to invite you to the 2025 Virtual Annual Meeting of Stockholders (the “Annual Meeting”) of TON Strategy Company, a Nevada corporation (the “Company,” “us,” or “our”). The Annual Meeting will be held on October 24, 2025 at 8:00 a.m. Pacific Time virtually by means of remote communication. The Annual Meeting will be held in virtual-only format. You will be able to attend the Annual Meeting and vote your shares electronically by visitingwww.virtualshareholdermeeting.com/TONX2025AM and entering your 16-digit control number included in your proxy card or any additional voting instructions that accompanied your proxy materials.

The Annual Meeting is being held for the following purposes:

Our board of directors recommends that you vote “FOR” the election of each of the five director nominees; “FOR” the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; “ONE YEAR” with respect to the non-binding, advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers; and “FOR” the ratification of the selection of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

Only stockholders of record as of the close of business on September 25, 2025 will be entitled to receive notice of and to vote at the Annual Meeting, or any postponement or adjournment thereof. The accompanying Proxy Statement contains details concerning the foregoing items, as well as information on how to vote your shares. Other detailed information about our business and operations, including our audited financial statements, are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. We urge you to read and consider these documents carefully.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, we encourage you to submit your proxy or voting instructions as soon as possible. For specific instructions on how to vote your shares, please refer to the instructions on the proxy card enclosed with those materials.

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On behalf of the Board of Directors and the officers and employees of the Company, I would like to take this opportunity to thank you for your continued support.

Sincerely,

/s/ Manuel Stotz

Manuel Stotz

Executive Chairman

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TON STRATEGY COMPANY

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

TABLE OF CONTENTS

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TON STRATEGY COMPANY