TON Strategy Co

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(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 all boxes that apply):

Dear Fellow Stockholders:

I am pleased to invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TON Strategy Company (“TON Strategy”) on Tuesday, June 9, 2026 at 10:00 a.m. (Eastern Time). Our Annual Meeting will be completely virtual, and you will not be able to attend the Annual Meeting in person. We believe this format will provide a consistent experience for our stockholders and allow all stockholders with internet connectivity to participate in the Annual Meeting regardless of location. Our Annual Meeting will be conducted via live webcast, and you can access the Annual Meeting at www.virtualshareholdermeeting.com/TONX2026.

To attend and participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/TONX2026 or follow the instructions provided by your bank or broker. Please be advised that only stockholders who held TON Strategy shares as of the close of business on April 15, 2026 are entitled to notice of and will be permitted to participate and vote at the Annual Meeting. Your proxy card or voting instruction form will include a 16-digit control number. Upon entering your control number online, you will receive further instructions, including unique hyperlinks that will allow you to access, submit questions and vote at the virtual Annual Meeting.

Whether or not you plan to attend the Annual Meeting, we encourage you to vote. It is important that your shares be represented and voted at the Annual Meeting. Please promptly cast your vote by telephone or electronically via the Internet or by completing and returning your signed proxy card in the enclosed postage-paid envelope or to the address indicated on your proxy card or voting instruction form. Voting electronically, by telephone or by returning your proxy card does not deprive you of the right to attend the Annual Meeting virtually and vote your shares during the Annual Meeting for the business matters acted upon. Additional attendance, participation and voting information is included in the Proxy Statement and with your proxy materials.

On behalf of the Board of Directors and management, we appreciate your continued support, confidence and investment in TON Strategy.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Tuesday, June 9, 2026, at 10:00 a.m. (Eastern Time)

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of TON Strategy Company (the “Company” or “TON Strategy”) will be held on Tuesday, June 9, 2026, at 10:00 a.m. (Eastern Time). The Annual Meeting will be completely virtual, and you will not be able to attend the Annual Meeting in person. The Annual Meeting will be conducted via live webcast at www.virtualshareholdermeeting.com/TONX2026, and stockholders will be able to attend, vote and submit questions via the Internet during the webcast.

Items of Business

Record Date

The record date for the Annual Meeting is April 15, 2026 (“Record Date”). Only holders of shares of our common stock, par value $0.0001 per share, of the Company as of the close of business on the Record Date are entitled to notice of the Annual Meeting and to vote on all business transacted at the Annual Meeting or any continuation, postponement or adjournment thereof.

Voting by Submitting Your Proxy

Your vote is important. Voting your shares will ensure the presence of a quorum at the Annual Meeting and will save the Company the expense of further solicitation. Stockholders are encouraged to attend, participate in and vote at the virtual Annual Meeting via the live webcast. Whether or not you plan to attend the virtual Annual Meeting, your vote is important. Please promptly complete and return your signed proxy card in the enclosed envelope or submit your proxy by telephone or via the Internet as described on your proxy card or voting instruction form. As described in the 2026 Proxy Statement (the “Proxy Statement”), you may also vote electronically at the virtual Annual Meeting if you attend and participate in the virtual Annual Meeting.

Annual Meeting Attendance and Participation

Please be advised that to attend and participate in the Annual Meeting, you must either visit www.virtualshareholdermeeting.com/TONX2026 and enter the 16-digit control number (included on your proxy card) or follow the instructions provided by your bank or broker. Upon entering your control number, you will receive further instructions, including unique hyperlinks that will allow you to access, submit questions and vote at the virtual Annual Meeting. If the shares you own are held in “street name” by a bank or brokerage firm, you must obtain a valid proxy from your bank or brokerage firm in order to submit your vote at the virtual Annual Meeting.

Please refer to the accompanying Proxy Statement for additional details and important information about the virtual Annual Meeting.

By Order of the Board of Directors:

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of

Stockholders to be held on June 9, 2026: This Notice of Annual Meeting of Stockholders,

the 2026 Proxy Statement and the 2025 Annual Report to Stockholders are available free of charge.

TABLE OF CONTENTS

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PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

This 2026 proxy statement (the “Proxy Statement”) includes certain information about Ton Strategy Company (the “Company,” “Ton Strategy,” “we,” “us” or “our”), and is being solicited by the Company’s Board of Directors (the “Board”), in connection with our 2026 Annual Meeting of Stockholders to be held virtually on Tuesday, June 9, 2026, at 10:00 a.m. (Eastern Time) and any continuation, postponement or adjournment thereof (the “Annual Meeting”). You should read this Proxy Statement carefully before voting at the Annual Meeting. For more complete information regarding Ton Strategy’s 2025 performance, you are encouraged to review the Company’s 2025 Annual Report to Stockholders (the “2025 Annual Report”) or our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”).

References in this Proxy Statement to “2025,” “2024” and other years refer to the Company’s fiscal year for the respective period indicated. Websites referenced throughout this Proxy Statement are provided for convenience only, and the content on the referenced websites does not constitute a part of, and is not incorporated by reference into, this Proxy Statement. All historical share and per-share amounts in this Proxy Statement have been adjusted to reflect reverse stock splits implemented on April 18, 2023 and October 9, 2024.

On or about April 30, 2026, this Proxy Statement and an accompanying proxy card will first be mailed to stockholders or made available to stockholders electronically via the Internet at www.proxyvote.com and on the Investors page on our website at www.tonstrat.com.