Tron Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 10, 2025
TRON$1.41+4.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-08.
0001641172-25-022765
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001493152-25-021526
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 131 previous paragraphs and 140 current paragraphs.
105 unchanged; 23 reworded; 12 added; 2 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 14 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (12)
Current report
On August 27, 2025, the Investor exercised the warrants for $110,000,000 in digital assets consisting of 312,500,100 TRX tokens.
Current report
Increase in the authorized number of shares of common stock and Change of Control
Current report
On June 15, 2025, our Board of Directors approved and recommended the approval by our stockholders of (i) the possible change in control of the Company (as defined by the Nasdaq Stock Market LLC’s Listing Rules) via the issuance to an institutional investor (the “Investor”), at a price below the Minimum Price (as defined by the Nasdaq Stock Market LLC’s Listing Rules), of more than 20% of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) outstanding with the Investor being the largest shareholder while holding over 20% of the shares of Common Stock (the “Change of Control and 20% Issuance”) in accordance with The Nasdaq Stock Market LLC’s Listing Rule 5635(b) and (d) (“Nasdaq Rule 5635”), in connection with the $100,000,000 private investment in public equity (the “PIPE Offering”) entered into between the Company and the Investor pursuant to which the Company issued 100,000 shares of its Series B Convertible Preferred Stock par value $0.0001 per share (the “Series B Preferred Stock”), convertible into 200,000,000 shares of Common Stock, and warrants (the “PIPE Warrants”) to acquire up to 220,000,000 shares of Common Stock, to the Investor; and (ii) an amendment to our Articles of Incorporation to increase the total number of authorized shares of common stock from 100,000,000 to 1,000,000,000 (the “Charter Amendment”).
Current report
Certain of our stockholders, holding a majority of our voting power on June 15, 2025, approved the Change of Control and 20% Issuance and the Charter Amendment by the Written Consent. The required consent of at least a majority of the votes allocated to our voting shares was given for each of the actions listed above.
Current report
Under Section 78.320 of the Nevada Revised Statutes, the written consent of stockholders holding a majority of votes outstanding may be substituted for a special meeting of the stockholders. Based on the foregoing and in order to eliminate the costs involved in holding a special meeting, the Board has determined not to call a special meeting of stockholders.
Current report
As such, a Schedule 14C Information Statement was being mailed on or about July 23, 2025, by the Board of Directors (the “Board”) of Tron Inc. to the holders of record of our outstanding Common Stock and our outstanding shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), as of the close of business on the Record Date, pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Current report
The Charter Amendment was effective August 29, 2025.
Current report
The Company had deferred income tax expense related to the unrealized gains and income related to its digital assets resulting in a deferred tax provision of $3,454,510.
Current report
For the nine months ended September 30, 2025 and 2024
Current report
The Company had deferred income tax expense related to the unrealized gains and income related to its digital assets resulting in a deferred tax provision of $3,454,510.
Current report
During July through September 2025, the May Investor in the May PIPE Offering exercised all 8,928,571 of the May PIPE Warrants for aggregate proceeds of $5,803,571.
Current report
On August 27, 2025, the June Investor in the June PIPE Offering exercised the June PIPE Warrants for 312,500,100 TRX tokens valued at $110,000,000. See Part II.
Removed paragraphs (2)
Previous report
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 becomes effective.
Previous report
For the six months ended June 30, 2025 and 2024
Reworded paragraphs (23)
Previous wording
Founded in 2017, TRON is a decentralized blockchain network that supports smart contracts and decentralized applications. TRX token is the governance token of the TRON network, which is used to pay for on-chain transaction fees, participate in network governance and incentivize validators who generate transaction blocks for the network. Users can also stake TRX tokens to vote for validators who facilitate the block validation process and earn staking rewards.
Current wording
Founded in 2017, TRON is a decentralized blockchain network that supports smart contracts and decentralized applications. TRX token is the governance token of the TRON network, which is used to pay for on-chain transaction fees, participate in network governance and incentivize validators who generate blocks and validate transactions for the network. Users can also stake TRX tokens to vote for validators who facilitate the block generation and transaction validation process and earn staking rewards.
Previous wording
We currently hold 365,096,845 TRX tokens, being the Consideration Tokens (as defined below). We have not yet had any TRX token dispositions.
Current wording
We currently hold approximately 94 TRX tokens and approximately 549,676,892 sTRX tokens. We have not yet had any TRX token dispositions.
Previous wording
Dominari Securities, LLC acted as placement agent (the “Placement Agent”) in connection with the May PIPE Offering, pursuant to that certain Placement Agency Agreement, dated as of May 21, 2025, between the Company and the Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 6.00% of the aggregate gross proceeds from the sale of the shares of Common Stock in the May PIPE Offering and (ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of $100,000. In addition, we issued to the Placement Agent or its designees the placement agent warrants (the “May Placement Agent Warrants”) to purchase up to an aggregate of 535,714 shares of Common Stock (6.0% of the Common Stock sold in the May PIPE Offering). The Placement Agent Warrants have identical terms as the May PIPE Warrants.
Current wording
Dominari Securities, LLC acted as placement agent (the “Placement Agent”) in connection with the May PIPE Offering, pursuant to that certain Placement Agency Agreement, dated as of May 21, 2025, between the Company and the Placement Agent, pursuant to which the Company paid the Placement Agent (i) a cash fee equal to 6.00% of the aggregate gross proceeds from the sale of the shares of Common Stock in the May PIPE Offering and(ii) reimbursement for certain of out-of-pocket expenses, including for reasonable expenses and legal fees of $100,000. In addition, we issued to the Placement Agent or its designees the placement agent warrants (the “May Placement Agent Warrants”) to purchase up to an aggregate of 535,714 shares of Common Stock (6.0% of the Common Stock sold in the May PIPE Offering). The Placement Agent Warrants have identical terms as the May PIPE Warrants.
Previous wording
Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock are convertible on the basis of a conversion price of $0.50. The Holders shall vote together with the holders of shares of Common Stock as a single class. The Preferred Stock Shares cannot be voted on an “as converted basis” of more than 19.99% of the currently outstanding shares of Common Stock until shareholder approval of such voting rights is obtained and becomes effective.
Current wording
Holders of the Preferred Stock Shares are entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Series B Preferred Stock are convertible on the basis of a conversion price of $0.50. The Holders shall vote together with the holders of shares of Common Stock as a single class.
Previous wording
On July 11, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of Nevada. The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on July 17, 2025. See Item 5. below for additional information regarding
Current wording
On July 11, 2025, to effectuate the Name Change, the Company filed a Certificate of Amendment to the Articles of Incorporation of the Company, as amended (the “Charter Amendment”) with the Secretary of State of the State of Nevada. The Name Change and the Symbol Change took effect on the Nasdaq Capital Market on July 17, 2025. See Item 5. below for additional information.
Previous wording
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements for the six months ended June 30, 2025 and 2024 and audited financial statements for the year ended December 31, 2024, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Current wording
Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited financial statements for the nine months ended September 30, 2025 and 2024 and audited financial statements for the year ended December 31, 2024, which have been prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, and the rules and regulations of the Securities and Exchange Commission. The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
Previous wording
The Company’s deferred tax asset at June 30, 2025 and December 31, 2024 consisted of net operating loss carry forwards calculated using effective tax rates (20.6% average of China and US rates) equating to approximately $1,388,058 and $1,377,232 respectively, less a valuation allowance in the amount of approximately $1,388,058 and $1,377,232 in the six months ended June 30, 2025 and years ended December 31, 2024.
Current wording
The Company’s deferred tax liability at September 30, 2025, consisted primarily of unrealized gains on its investments in digital assets and income derived from staking digital assets calculated using the effective tax rate (21% US rate) equating to approximately $3,454,510. The Company’s deferred tax assets at December 31, 2024 consisted of net operating loss carry forwards calculated using effective tax rates (20.6% average of China and US rates) equating to $1,377,232, less a valuation allowance in the amount of approximately $1,377,232 for the year ended December 31, 2024.
Previous wording
The following table provides selected financial data about us for the three months ended June 30, 2025 and 2024, respectively.
Current wording
The following table provides selected financial data about us for the three and nine months ended September 30, 2025 and 2024, respectively.
Previous wording
We generated $1,342,929 in revenues for the three months ended June 30, 2025 compared to $1,507,927 revenues for the three months ended June 30, 2024. The decrease is primarily due to the expansion of a major theme park opening in Orlando in 2025, Our business should benefit from the publicity and enthusiasm that typically surrounds new theme park openings. Additionally we have been able to retain our margins.
Current wording
We generated $1,194,293 in revenues for the three months ended September 30, 2025 compared to $876,392 revenues for the three months ended September 30, 2024. The increase is primarily due to the expansion of a major theme park opening in Orlando in 2025. Our business benefited from the publicity and enthusiasm that typically surrounds new theme park openings. Additionally, we have been able to increase our margins.
Previous wording
Operating expenses for the three months ended June 30, 2025 and 2024 were $1,036,406 and $851,142, respectively. The operating expenses for the three months ended June 30, 2025, consisted of (i) marketing expense of $28,086, (ii) legal and professional fees of $56,298, (iii) amortization and depreciation of $77,970, (iv) rent and utilities of $9,815, (v) general and administrative expense of $523,051 and (vi) $341,186 of stock based compensation, versus the operating expenses for the three months ended June 30, 2024, consisting of (i) marketing expense of $11,848, (ii) legal and professional fees of $274,000, (iii) amortization and depreciation of $4,359, (iv) rent and utilities of $7,935, (v) general and administrative expense of $413,407 and (vi) $139,593 of stock based compensation.
Current wording
(iii) Operating expenses for the three months ended September 30, 2025 and 2024 were $954,646 and $1,328,851, respectively. The operating expenses for the three months ended September 30, 2025, consisted of (i) marketing expense of $42,202, (ii) legal and professional fees of $117,191, (iii) amortization and depreciation of $84,906, (iv) rent and utilities of $39,635, (v) general and administrative expense of $482,769 and (vi) $187,969 of Nasdaq and other related fees, versus the operating expenses for the three months ended September 30, 2024, consisting of (i) marketing expense of $7,083, (ii) legal and professional fees of $656,900, amortization and depreciation of $28,908, (iv) rent and utilities of $16,885, (v) general and administrative expense of $388,147, (vii) $28,428 in Nasdaq and other related fees and (vi) $202,500 of stock based compensation.
Previous wording
The Company had an unrealized gain on its digital asset investment of $2,154,071 due to the increase in market value of the digital asset, unrealized income from digital assets of $44,769 from revenue generated from the digital assets and net interest income and expense of $13,218.
Current wording
The Company had an unrealized gain on its digital asset investment of $13,959,967 due to the increase in market value of the digital asset, unrealized income from digital assets of $2,258,770 from revenue generated from the digital assets and net interest income and expense of $66,787.
Previous wording
Net income was $1,467,855 for the three months ended June 30, 2025 and the net loss was $520,971 for the three months ended June 30, 2025 and 2024.
Current wording
Net income was $12,174,266 for the three months ended September 30, 2025 and the net loss was $1,128,872 for the three months ended September 30, 2024.
Previous wording
We generated $2,432,563 in revenues for the three months ended June 30, 2025 compared to $2,514,284 revenues for the six months ended June 30, 2024. The decrease is primarily due to the expansion of a major theme park opening in Orlando in 2025, Our business should benefit from the publicity and enthusiasm that typically surrounds new theme park openings. Additionally we have been able to retain our margins.
Current wording
We generated revenues of $3,536,856 for the nine months ended September 30, 2025 compared to revenues of $3,390,676 for the nine months ended September 30, 2024. The increase is primarily due to expansion of a major theme park opening in Orlando in 2025, our business also benefited from the publicity and enthusiasm that typically surrounds new theme park openings. Additionally we have been able to increase our margins.
Previous wording
Operating expenses for the six months ended June 30, 2025 and 2024 were $1,950,316 and $2,729,695, respectively. The operating expenses for the three months ended June 30, 2025, consisted of (i) marketing expense of $51,208, (ii) legal and professional fees of $254,368, (iii) amortization and depreciation of $159,541, (iv) rent and utilities of $30,138, (v) general and administrative expense of $966,095 and (vi) $488,966 of stock based compensation, versus the operating expenses for the three months ended June 30, 2024, consisting of (i) marketing expense of $32,251, (ii) legal and professional fees of $717,637, (iii) amortization and depreciation of $7,246, (iv) rent and utilities of $17,581, (v) general and administrative expense of $792,932 and (vi) $1,162,048 of stock based compensation.
Current wording
Operating expenses for the nine months ended September 30, 2025 and 2024 were $2,904,962 and $4,058,546, respectively. The operating expenses for the three months ended September 30, 2025, consisted of (i) marketing expense of $93,410, (ii) legal and professional fees of $371,559, (iii) amortization and depreciation of $244,447, (iv) rent and utilities of $69,773, (v) general and administrative expense of $1,387,921, (vi) Nasdaq and related fees of 248,912 and (vii) $488,966 of stock based compensation, versus the operating expenses for the three months ended September 30, 2024, consisting of (i) marketing expense of $39,334, (ii) legal and professional fees of $1,374,547, (iii) amortization and depreciation of $36,154, (iv) rent and utilities of $34,466, (v) general and administrative expense of $1,144,553, (vi) Nasdaq and related fees of $64,954, and (vii) stock based compensation of $1,364,548.
Previous wording
The Company had an unrealized gain on its digital asset investment of $2,154,071 due to the increase in market value of the digital asset, unrealized income from digital assets of $44,769 from revenue generated from the digital assets and net interest income and expense of $14,007.
Current wording
The Company had an unrealized gain on its digital asset investment of $16,114,038 due to the increase in market value of the digital asset, unrealized income from digital assets of $2,303,539 from revenue generated from the staking of digital assets and net interest income and expense of $80,794.
Previous wording
Net income was $821,269 for the six months ended June 30, 2025 and the net loss was $(2,230,975) for the six months ended June 30, 2024.
Current wording
Net income was $12,995,535 for the nine months ended September 30, 2025 and the net loss was $3,359,847 for the nine months ended September 30, 2024.
Previous wording
As of June 30, 2025, we had approximately $5,298,142 in cash and cash equivalents, an increase of $3,945,769 from the $1,352,373 we had as of December 31, 2024. At June 30, 2025, we had approximately $6,543,942 in working capital, an increase of $4,097,837 from the $2,446,105 we had at December 31, 2024.
Current wording
As of September 30, 2025, we had approximately $10,603,681 in cash and cash equivalents, an increase of $9,251,308 from the $1,352,373 we had as of December 31, 2024. As of September 30, 2025, we had approximately $11,928,163 in working capital, an increase of $9,482,058 from the $2,446,105 we had at December 31, 2024.
Previous wording
Net cash used in our operating activities during the six months ended June 30, 2025, totaled $165,653 compared to $1,504,704 used during the six months ended June 30, 2024.
Current wording
Net cash used in our operating activities during the nine months ended September 30, 2025, totaled $1,015,685 compared to $1,681,081 used during the nine months ended September 30, 2024.
Previous wording
On May 21, 2025, the Company entered into the May Securities Purchase Agreement with an institutional investor for a private investment in public equity. The “May PIPE Offering of 5,000 shares of its Series A Convertible Preferred Stock par value $0.0001 per share, convertible into 8,928,571 shares of Common Stock, at a conversion price of $0.56 per share of Series A Preferred Stock, and an aggregate of 8,928,571 warrants to acquire up to 8,928,571 shares of Common Stock, subject to beneficial ownership limitations set by the holder. The May PIPE Offering closed on May 27, 2025, with aggregate proceeds totaling $4,592,344 net of associated costs and fees. See Part II. Item 5. below for more information.
Current wording
On May 21, 2025, the Company entered into the May Securities Purchase Agreement with a single institutional investor (the “May investor”) for a private investment in public equity. The “May PIPE Offering” of 5,000 shares of its Series A Convertible Preferred Stock par value $0.0001 per share, convertible into 8,928,571 shares of Common Stock, at a conversion price of $0.56 per share of Series A Preferred Stock, and an aggregate of 8,928,571 May PIPE Warrants to acquire up to 8,928,571 shares of Common Stock, subject to beneficial ownership limitations set by the holder. The May PIPE Offering closed on May 27, 2025, with aggregate proceeds totaling $4,592,344 net of associated costs and fees. See Part II. Item 5. below for more information.
Previous wording
On June 16, 2025, the Company entered into the June Securities Purchase Agreement with an institutional investor entity for a private investment in public equity. The June PIPE Offering of 100,000 shares of its Series B Convertible Preferred Stock, convertible into 200,000,000 shares of common stock at a conversion price of $0.50 per share of Common Stock, and June PIPE Warrants to acquire up to 220,000,000 shares of Common Stock. On June 28, 2025, the Investor paid the $100 million purchase price for the Preferred Stock Shares and Warrants in the form of TRX tokens, based on the closing price of TRX tokens on June 15, 2025. See Part II. Item 5. below for more information.
Current wording
On June 16, 2025, the Company entered into the June Securities Purchase Agreement with an institutional investor entity (the “June Investor”) for a private investment in public equity. The “June PIPE Offering” of 100,000 shares of its Series B Convertible Preferred Stock, convertible into 200,000,000 shares of common stock at a conversion price of $0.50 per share of Common Stock, and June PIPE Warrants to acquire up to 220,000,000 shares of Common Stock. On June 28, 2025, the Investor paid the $100 million purchase price for the Preferred Stock Shares and Warrants in the form of TRX tokens, based on the closing price of TRX tokens on June 15, 2025. See Part II. Item 5. below for more information.
Previous wording
During the six months ended June 30, 2025, a total of 645,000 shares of common stock were issued in connection with options exercised. Total proceeds from the exercises were $341,186.
Current wording
During the nine months ended September 30, 2025, a total of 1,270,000 shares of common stock were issued in connection with options exercised. Total proceeds from the exercises were $696,007.
Previous wording
During the six months ended June 30, 2025, we paid $500,000 on a promissory note to a related party issued in connection with our purchase of the movie entitled “The Kid” leaving a zero balance at June 30, 2025, on the original principal of $1,500,000.
Current wording
During the nine months ended September 30, 2025, we paid $500,000 on a promissory note to a related party issued in connection with our purchase of the movie entitled “The Kid” leaving a zero balance at September 30, 2025, on the original principal of $1,500,000.
Previous wording
Additionally, during the six months ended June 30, 2025, we paid a total of $325,000 in legal fees related to the June 2025 PIPE transaction.
Current wording
Additionally, during the nine months ended September 30, 2025, we paid a total of $325,000 in legal fees related to the June 2025 PIPE transaction.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
The following table provides selected financial data about us for the six months ended June 30, 2025 and 2024, respectively.