Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

As previously disclosed, on June 16, 2025, Tron Inc. (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 the Company's common stock, par value $0.0001 per share (the "Common Stock") at a conversion price of $0.50 per share in connection with its private placement with Bravemorning Limited, an institutional investor entity (the "Holder" or "Bravemorning").

The Holder is an entity controlled by Mr. Weike Sun, the Chairman of the Company's Board of Directors.

On April 2, 2026, the Company received a conversion notice from Bravemorning to convert all of its 100,000 shares of Series B Preferred Stock and, on April 2, 2026, the Company issued 200,000,000 shares of Common Stock to Bravemorning. The shares of Common Stock were issued in reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

Immediately after the aforesaid issuance of 200,000,000 shares of Common Stock to Bravemorning: (i) Bravemorning held 88.5% of the outstanding shares of Common Stock, (ii) the number of outstanding shares of Common Stock was 474,382,064, and (iii) the Company did not have any Series B Preferred Stock outstanding.