What changed in this filing

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Item 1. Business

2026-03-25 compared with 2025-03-31 · 702 added, 157 removed, 43 unchanged (95% of the section changed)

Entertainment, Inc.

(“SRM Inc”) is a Nevada corporation and was incorporated on April 22, 2022.

Entertainment Limited

(“SRM Ltd”), is a limited company incorporated in the Hong Kong, now a Special Administrative Region of the People’s

Republic of China, on January 23, 1981 and formerly owned by Jupiter Wellness, Inc..

Effective August 14, 2023, SRM Inc acquired SRM

The acquisition of SRM Ltd by SRM Inc has been accounted for as a Reverse Acquisition (see Basis of Presentation below).

SRM Inc and SRM Ltd are collectively referred to as the Company or SRM.

December 9, 2022, we entered into a stock exchange agreement (the “Exchange Agreement”) with Safety Shot, Inc.

Jupiter Wellness, Inc.)(“Safety Shot”) to govern the separation of our business from Safety Shot.

On May 26, 2023, we amended and restated

the Exchange Agreement (the “Share Exchange”) to include additional information regarding the distribution and the separation

of our business from SHOT.

The separation as set forth in the Share Exchange with Safety Shot closed August 14, 2023.

Pursuant to the Share

Exchange, on May 31, 2023, we issued 6,500,000 shares of our common stock (representing 79.3% of our outstanding shares of common stock)

to Safety Shot in exchange for 2 ordinary shares of SRM Ltd (representing all of the issued and outstanding ordinary shares of SRM Ltd).

As of March 6, 2025, Safety Shot owns 13.6% of our issued and outstanding shares of common stock.

(formerly SRM Entertainment, Inc.), is a publicly traded company pioneering blockchain-integrated treasury strategies.

As the public

company with the largest TRON (TRX) tokens holdings, the Company is committed to transparency, long-term value creation and the adoption

of decentralized financial tools.

In addition, through our wholly owned subsidiary, the Company designs, develops, and manufactures custom

merchandise which includes toys and souvenirs for the world’s largest theme parks and other entertainment venues.

Many of the Company’s

products are based on award winning multi-billion-dollar entertainment franchises that are featured in popular movies and books.

products are distributed worldwide at Walt Disney Parks and Resorts, Universal Parks and Destinations, United Parks and Resorts –

SeaWorld, Six Flags and other attractions.

is a Nevada corporation and was incorporated on April 22, 2022.

SRM Entertainment Limited (“SRM Ltd”), a wholly

owned subsidiary, is a limited company incorporated in the Hong Kong Special Administrative Region of the People’s Republic of

China on January 23, 1981, and was acquired by the Company on August 14, 2023.

The consolidated companies are collectively referred

to as the Company.

June 16, 2025, we entered into the June Securities Purchase Agreement (as defined below) with Bravemorning (as defined below).

August 29, 2025, Bravemorning acquired 220,000,000 shares of the Company’s common stock, par value $0.0001 (the “Common

Stock”), via its exercise of June PIPE Warrants (as defined below) with total dollar amount of $110,000,000, and upon such

acquisition, Bravemorning became the owner of approximately 86.6% of the Company’s outstanding shares of Common Stock.

Weike Sun, who is a director of the Company, is the sole shareholder of Bravemorning.

Upon the August Warrant Exercise (as defined

below) in connection with the June Securities Purchase Agreement (as defined below), Bravemorning also held 100,000 Preferred Stock

Shares (as defined below), which are convertible into an additional 200,000,000 shares of Common Stock and which vote on an

as-converted basis with the Common Stock;

and Bravemorning’s ownership of Common Stock and Preferred Stock Shares gave it an

aggregate voting power of approximately 92.5%.

As of March 18, 2026, Bravemorning holds an aggregate voting power of

approximately 88.5%.

Weike Sun, who is a director of the Company, is the sole shareholder of Bravemorning.

Developments ” for more information on these transactions and also on the Employment Agreement Amendments, the Name Change,

the Symbol Change and the Charter Amendment (all as defined below).

These moves reflect the Company’s broader strategic

transformation and its commitment to aligning more closely with the TRON blockchain ecosystem, following the launch of its

Tron-focused treasury strategy.

The Company’s ticker change to “TRON” reinforces its brand identity and positions

it as a key corporate player in the rapidly evolving blockchain and digital asset economy.

On December 24, 2025,

the Company entered into a Stock Purchase Agreement (the “December Investment”) for $18 million of our restricted common

stock with Black Anthem Limited owned by Justin Sun.

The closing of the December Investment occurred on January 8, 2026.

“ Recent Developments ” for more information on this transaction.

of Presentation

1 unchanged sentence

(“GAAP”) and pursuant to the rules and regulations of US Securities and Exchange Commission (“SEC”).

The acquisition

of SRM Ltd and SRM Inc occurred on August 14, 2023.

The financial statements are prepared using Reverse Acquisition Accounting and as

such, for legal purposes SRM Inc was the acquiring company and for GAAP accounting, SRM Ltd was the acquiring company.

Therefore, the

financial statements are presented using the historical financial statements of SRM Ltd.

The combined SRM Inc and SRM Ltd are collectively

referred to as the “Company” or “SRM.”

Company is a trusted toy and souvenir designer and developer, selling into the world’s largest theme parks and entertainment venues.

22 unchanged sentences

We have licensing relationships with many established content providers, and our products appear in venues

such as Walt Disney Parks and Resorts, Universal Studios, United Parks and Resorts (f/k/a SeaWorld), Cedar Fair, Six Flags and

Herschend Family Entertainment and Merlin Entertainment.

We currently have licenses with Smurfs, The ICEE Company and Zoonicorn LLC,

from which we can create multiple products based on each character within.

Content providers trust us to design, create and

manufacture unique, stylized extensions of their intellectual property that extend the relevance of their content with consumers

through ongoing engagement, helping to maximize the lifetime value of their content.

such as Walt Disney Parks and Resorts, Universal Studios, United Parks and Resorts (f/k/a SeaWorld), Cedar Fair, Six Flags and Herschend

Family Entertainment and Merlin Entertainment.

We currently have licenses with Smurfs, The ICEE Company and Zoonicorn LLC, from which

we can create multiple products based on each character within.

Content providers trust us to design, create and manufacture unique,

stylized extensions of their intellectual property that extend the relevance of their content with consumers through ongoing engagement,

helping to maximize the lifetime value of their content.

Fans are increasingly looking for ways to express their affinity for and engage with their favorite pop culture content.

14 unchanged sentences

This has allowed us to deliver significant growth while lessening our dependence on individual content releases.

CFO Employment Agreement

On January 13, 2025, the Compensation Committee of

the Board of Directors (the “Board”) of the Company reviewed and recommended approval that the Company enter into a new Employment

Agreement (the “CFO Employment Agreement”) with Douglas McKinnon as Chief Financial Officer (the “CFO”).

approval from the Compensation Committee and the Board, the Company entered into the CFO Employment Agreement on January 22, 2025 with

an effective date of January 1, 2024, which cancels and supersedes Mr.

McKinnon’s previous employment agreement with the Company

as of the Effective Date.

The CFO Employment Agreement is for an initial term of 3 years from the date thereof and automatically renews

for successive 1-year periods.

Pursuant to the Employment Agreement, the Company will compensate Mr.

McKinnon a base salary of $215,000.

Thereafter, his base salary shall increase at the rate of at least ten percent (10%) on January 1 of each following year.

CEO and CFO Stock Options Issuance

On January 6, 2025, the Board approved to issued 75,000

stock options (the “Options”) to each of Richard Miller (the Company’s Chief Executive Officer) and Douglas McKinnon

(the Company’s Chief Financial Officer).

The Options were issued as compensation for the service of Messrs.

Miller and McKinnon

on the Board.

The Options were issued pursuant to the Company’s 2024 Equity Incentive Plan.

The Options have a purchase price per

share of $0.65 (the closing price of the common stock on January 3, 2025), vested and become exercisable immediately, and will expire

on January 6, 2030.

December Registered Direct Offering

On December 5, 2024, the Company entered into a securities

purchase agreement (the “Purchase Agreement”) with the institutional investors named on the signature page thereto (the “Purchasers”),

pursuant to which the Company agreed to sell and issue, in a registered direct offering, an aggregate of (i) 1,580,000 shares of the Company’s

common stock, at a purchase price of $0.7385 per share, and (ii) 712,133 pre-funded warrants (the “Pre-Funded Warrants”) to

purchase up to an aggregate of 712,133 shares of common stock (the “Pre-Funded Warrant Shares”) at a purchase price of $0.7384

per Pre-Funded Warrant, for aggregate gross proceeds to the Company of approximately $1.7 million, before deducting the placement agent

fees and estimated offering expenses payable by the Company (the “December Registered Offering”).

Pursuant to a placement agency agreement dated as

of December 5, 2024 (the “Placement Agency Agreement”), the Company engaged D.

Boral Capital LLC (the “Placement Agent”)

to act as the sole placement agent in connection with the offering.

The Company agreed to (i)

pay the Placement Agent a cash fee equal to 8.0% of the aggregate gross proceeds

of the December Registered Offering, and (ii) reimburse the Placement Agent for

all reasonable and documented out-of-pocket expenses, including the reasonable fees, costs, and disbursements of its legal counsel of

The shares of common stock, the Pre-Funded Warrants

and the Pre-Funded Warrant Shares were offered pursuant to a shelf registration statement on Form S-3 (File No.

333-282028), which was

declared effective by the U.S.

Securities and Exchange Commission on September 19, 2024, and a related prospectus supplement, dated December

5, 2024, related to the December Registered Offering.

Registered Offering closed on December 6, 2024.

Listing Deficiency

October 21, 2024, the Company received a deficiency letter (from the Listing Qualifications Department of The Nasdaq Stock Market LLC

(“Nasdaq”) notifying the Company that, based upon the closing bid price of the Company’s common stock, par value

$0.0001 per share, for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain

a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2)

(the “Minimum Bid Requirement”).

Notice has no immediate effect on the continued listing status of the common stock on The Nasdaq Capital Market, and, therefore, the

Company’s listing remains fully effective.

accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company is provided a compliance period of 180 calendar days from the date of

the Notice, or until April 21, 2025, to regain compliance with the Minimum Bid Requirement.

To regain compliance, the closing bid price

of the common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to April 21, 2025.

the Company is not in compliance with the Minimum Bid Requirement by April 21, 2025, the Company may be afforded a second 180 calendar

day compliance period.

To qualify for this additional compliance period, the Company will be required to meet the continued listing requirement

for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of

the Minimum Bid Price requirement.

Company intends to actively monitor the closing bid price of the common stock and will evaluate available options to regain compliance

with the Minimum Bid Requirement.

However, there can be no assurance that the Company will regain compliance with the Minimum Bid Requirement

during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other

Nasdaq listing requirements.

If the Company does not regain compliance within the allotted compliance period, including any extensions

that Nasdaq grants, Nasdaq will provide notice that the common stock will be subject to delisting.

The Company would then be entitled

to appeal that determination to a Nasdaq hearings panel.

October Registered Direct Offering

On October 18, 2024, and October 19, 2024, the Company

entered into four Securities Purchase Agreements (each an “SPA”) with four accredited investors (the “Investors”),

for the purchase and sale in a registered direct offering of 1,711,477 shares of the Company’s common stock at a price of $0.61

per share, generating gross proceeds from the offering of approximately $1,044,000 (the “October Registered Direct Offering”).

Three SPAs, each dated as of October 18, 2024, were entered into with three investors, and one SPA, dated as of October 19, 2024, was

entered into with a single investor.

The Company did not utilize a placement agent or underwriter in connection with the October Registered

Direct Offering.

CEO Employment Agreement

On September 10, 2024, the Compensation Committee

of the Board reviewed and recommended approval that the Company enter into a new Employment Agreement (the “CEO Employment Agreement”)

with Richard Miller as Chief Executive Officer (the “CEO”).

Following approval from the Compensation Committee and the Board,

the Company entered into the CEO Employment Agreement effective January 1, 2024 (the “Effective Date”), which cancels

and supersedes Mr.

Miller’s previous employment agreement with the Company as of the Effective Date.

The CEO Employment Agreement

is for an initial term of 3 years from the date thereof and automatically renews for successive 1-year periods.

Pursuant to the CEO Employment

Agreement, the Company will compensate Mr.

Miller a base salary of $225,000.

Thereafter, his base salary shall increase at the rate of

at least ten percent (10%) on January 1 of each following year.

Asset Purchase Agreement with Suretone Entertainment

September 3, 2024, the Company (or “Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”)with

Suretone Entertainment, Inc.

(“Suretone” or “Seller”) pursuant to which the Buyer has agreed to acquire certain

assets related to the movie with the title The Kid(directed by Vincent D’Onofrio) from the Seller, for an aggregate purchase price

of $3,000,000 (the “Purchase Price”).

Jordan Schur, the owner and Chief Executive Officer of Suretone, is a board member

and President of Safety Shot.

As of March 6, 2025, Safety Shot holds 13.6% of the Company’s common stock.

consideration for the acquired assets, the Buyer paid the Purchase Price by:

(i) paying $250,000 in cash on September 3, 2024);

issuing 1,500,000 restricted shares of the Company’s common stock, par value $0.001 per share (valued at $0.8333 per share);

and (iii) issuing a secured promissory note in the original amount of $1,500,000 (the “Secured Note”).

The Secured Note

will bear interest at the rate of 8%per annum and will mature on September 3,2025 (the “Maturity Date”), calculated on a

365-day year, and is due along with the principal on the Maturity Date.

The Secured Note is secured by the assets purchased pursuant

to the Asset Purchase Agreement.

If the Company secures financing of at least $5 million during the term of the Secured Note, it

must use the proceeds to repay the Secured Note.

The Company can prepay the Secured Note at any time without penalty but must

provide 15 days’ notice to Suretone.

The Secured Note is subject to immediate acceleration if the Company commences bankruptcy

proceedings, if it winds down its operations, if the Company fails to stay current in its SEC reporting obligations, or if the

Company’s common stock is delisted from the Nasdaq Stock Market.

At December 31, 2024, the Company owed $500,000 on the

principal balance of the Secured Note.

Tokens Treasury

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 receive staking rewards.

believe that the TRX token is an attractive digital asset which can create long-term value for our shareholders by capitalizing on the

global adoption of blockchain and digital innovation.

Company has adopted a Treasury Reserve Policy (“Treasury Reserve Policy”) which set out our treasury management and capital

allocation strategies, under which our treasury reserve assets will consist of:

cash and cash equivalents

and short-term investments (“Cash Assets”) held by us that exceed working capital requirements;

TRX tokens held by us,

as the primary treasury holding asset on an ongoing basis, subject to market conditions and anticipated needs of the business for

TRX token is the native token of the TRON blockchain.

As of March 18, 2026, the TRX token ranked number 6 by market valuation

among all non-stablecoin crypto tokens globally.

The Company’s plan is to accumulate and hold TRX tokens in its treasury and

stake substantially all TRX tokens to earn yield.

The Company has been engaging primarily in liquid staking activities by staking

TRX tokens in its treasury through JustLend DAO (“JustLend”), the leading decentralized finance (“DeFi”)

protocol on the TRON blockchain, whereby it stakes its digital assets (TRX tokens) into the JustLend protocol to support network

operations and, in return, accrued network rewards.

The JustLend platform generates yield through a combination of standard

staking rewards (i.e.

token rewards derived from delegating to super representative nodes) and “energy” rental income on

the TRON blockchain (i.e.

renting to other users the idle TRON “energy” resources entitled by TRX staking).

Under standard TRX staking mechanism,

TRX stakers are able to participate in community governance by voting for super representatives.

Yield from standard TRX staking generally

refers to (1) energy and bandwidth obtained by users after staking TRX on the TRON blockchain and (2) the voting rewards in the form of

TRX tokens obtained by users after voting for the super representatives.

Energy rental generally refers to users earning rent by renting

out the energy that is obtained by staking TRX on the TRON blockchain.

According to the mechanism of the TRON blockchain, deploying or

triggering smart contracts consumes energy;

and if energy is insufficient, TRX token(s) will be burned to make up for the missing resources.

Energy could be obtained by either staking TRX tokens or burning TRX tokens.

Given the market demands, there are energy rental protocols

in the market (such as JustLend Energy Rental), such that users can borrow energy without staking nor burning TRX tokens.

Users who already

have staked their TRX tokens on the TRON blockchain have the ability to lend their energy out to earn additional income.

use cases of the TRX token include (but are not limited to):

Governance of TRON blockchain :

By staking their TRX token holdings, TRX token holders will be able to vote for super representative

The top 27 super representative candidates with the highest votes will become the super representative nodes (the “SR”)

and be able to participate in validation and block production.

The super representative candidates who rank 28th to 127th are called

super representative partners (the “SR Partners”).

Each of the SRs, SR Partners and other super representative candidates

may initiate community proposals, but only SRs are entitled to vote for the proposals.

As of March 18, 2026, the SRs of TRON blockchain

include, among others, Google Cloud, Binance, HTX, Kraken, OKX, OKCoin Japan, Kiln, P2P.org, Nansen, and Abra Capital.

Transaction fees on TRON blockchain :

TRX token is primarily used to pay transaction fees on the TRON blockchain.

Generally speaking,

users of the TRON blockchain are required to utilize token resources (namely “bandwidth” and “energy”) in their

wallets to process transactions.

Users can obtain such resources by either burning or staking TRX tokens.

Incentivizing SRs to maintain security and functionality of TRON blockchain:

Block generation rewards and voting rewards on the

TRON blockchain are issued in the form of TRX token.

An SR is entitled to block generation rewards, and voting rewards are distributed

to both SRs and SR Partners.

genesis supply of the TRX token was 100 billion.

New tokens are generated currently at the rate of approximately 1.5% per annum as governance

and block validation rewards.

On the offsetting side, TRX token is burned by the users to pay transaction fees for on-chain activities.

Consequently, the supply change of TRX token depends on how active the blockchain is.

During the period from January 1, 2022 to March 18, 2026, TRX token

has been in deflation at approximately 1.7% per annum.

As of March 18, 2026, the supply of TRX token is approximately

94.8 billion.

Currently there is no lock-up, and substantially all the TRX tokens are in circulation.

TRON protocol, one of the largest blockchain-based operating systems in the world, offers public blockchain support of high throughput,

high scalability, and high availability for all decentralized applications (DApps) in the TRON ecosystem.

TRON mainnet was launched in June 2018.

It marked the transition of TRX token from being an ERC-20 token on the Ethereum blockchain to

the native governance token of TRON blockchain, an independent and standalone network.

years of development, TRON blockchain has been uniquely positioned as the dominant settlement protocol for on-chain stablecoin payment.

As of March 18, 2026, TRON had over 371 million in total user wallets globally, hosting approximately 86.4 billion in TRC-20 USDT (Tether)

accounting for approximately 46.9% of total USDT circulation.

block generation is secured and validated by a diverse group of super representative nodes globally including major industry players

such as Google Cloud, Binance, HTX, Kraken, OKX, OKCoin Japan, Kiln, P2P.org, Nansen, and Abra Capital.

Company holds the treasury tokens in a self-managed wallet (the “Treasury Wallet”).

The board of directors of the Company (the “Board”) has

full control and access to the wallet, which was set up by BiT Global Trust Limited (“BiT Global”).

BiT Global is a

licensed Trust or Company Service Provider under the licensing regime administered by the Companies Registry of Hong Kong and a

trust company registered under section 78(1) of the Trustee Ordinance (Cap.

29) of Hong Kong, and is therefore a regulated

Treasury Wallet is safely kept in a secure location in Hong Kong controlled by BiT Global.

It utilizes the proprietary technology

and on-chain compliance monitoring services provided by BiT Global.

Pursuant to the Self-Managed Wallet Services Agreement (the

“BiT Global Services Agreement”) entered into by the Company and BiT Global on June 26, 2025, BiT Global has set up the

Treasury Wallet for the Company, licenses certain BiT Global technology, and provides monitoring services relating to on-chain

wallet activities.

The Company retains sole control of the Treasury Wallet and private keys in Hong Kong.

Weike Sun and Mr.

Yang, our Directors, are authorized by the Board to make the arrangement for safeguarding and operating the private keys of the

Treasury Wallet.

Due to security considerations, the details of the private key arrangement are highly confidential and not for

public disclosure.

The Board is primarily responsible for verifying the existence of treasury token holdings.

The Company’s

auditors also have inspected and verified the Treasury Wallet operations and the existence of the treasury token holdings.

currently is no insurance coverage on the treasury tokens.

BiT Global Services Agreement contains customary provisions relating to fees, confidentiality, compliance with applicable law,

indemnification, limitations of liability, and termination.

The foregoing description of the BiT Global Services Agreement does not

purport to be complete and is qualified in its entirety by reference to the full text of the BiT Global Services Agreement, which is

incorporated herein by reference as Exhibit 10.30.

Company has staked and plans to continue to stake TRX tokens in its treasury into Staked TRX (sTRX) tokens through JustLend, the leading

DeFi protocol on the TRON blockchain which executes transactions through smart contracts, to accrue enhanced staking yield from both standard

TRX staking and energy rental.

JustLend is the DeFi staking platform designated by the Company to generate enhanced staking yield via

the staked TRX token (sTRX).

The Company has currently staked nearly 100% of the TRX tokens in its treasury into sTRX tokens.

TRX Tokens Holdings” below.

By holding sTRX tokens, the Company is able to accrue enhanced yields from both standard TRX staking

and energy rental.

staking rewards generated from staking TRX tokens into sTRX via JustLend are distributed according to the protocol’s rules.

20% of the rewards are retained by the JustLend protocol as protocol revenue, while the remaining 80% are allocated to sTRX token holders

on a pro-rata basis.

BiT Global does not receive any portion of the staking rewards.

staking of TRX tokens into sTRX tokens through JustLend was executed on the JustLend webpage.

JustLend is a

decentralized finance protocol, and the staking is governed by the Terms of Service of JustLend.

There is no separate agreement between the Company and JustLend.

Company has not engaged in offline staking.

TRX token is the native token of the TRON blockchain, and it serves as the utility token for various scenarios.

The staked TRX token

(sTRX) is a derivative token issued by the JustLend DAO protocol that represents the “staked” TRX tokens, and provides

holders exposure to automatically accruing yield through standard TRX staking rewards and energy renting.

Users can obtain sTRX

tokens by staking TRX tokens on JustLend.

The sTRX token is not fixed at a 1:1 conversion ratio with the TRX token;

number of TRX tokens which can be exchanged from one sTRX token increases over time as rewards accumulate in the overall pool of staked tokens.

As the voting rewards

and energy rent accrue, the conversion ratio of the TRX token to the sTRX token increases gradually, so that the number of TRX

tokens which can be obtained by users by unstaking and swapping from sTRX tokens back to TRX tokens increases accordingly.

holding sTRX tokens, the Company is able to accrue enhanced yields from both standard TRX staking and energy rental.

For the avoidance

of doubt, the sTRX token does not generate discrete staking rewards.

Instead, the economic benefit of staking is reflected through a

floating conversion rate between TRX and sTRX, which increases over time based on accrued protocol rewards.

For comparison, the TRX

token remains the native token of the TRON blockchain, and which can be used directly for transaction fee payments and community

whereas the sTRX token functions as a staking and yield-bearing certificate.

On June 28, 2025 and August 28, 2025,

365,096,800 and 312,500,000 TRX tokens were converted into approximately 297,543,246 and approximately 252,133,646 sTRX tokens

respectively, based on the real-time conversion ratio according to the JustLend webpage.

According to the JustLend DAO documentation, users who unstake their sTRX must wait 14 days before they can withdraw the unstaked

TRX by clicking “Withdraw” on the same page.

As of the date of this Annual Report, the Company does not have any material

agreements with counterparties relating to the purchase or sale of TRX tokens.

To date, the TRX tokens held in the Company’s treasury

were received (i) as payment in kind from the Company’s controlling shareholder in connection with the issuance of Series B Preferred

Stock and warrant shares in connection with the June Securities Purchase Agreement (as defined below);

and (ii) as a result of the token

sale and purchase transactions under the BGDL Token S&P Agreement (as defined below).

TRX token strategy generally involves from time to time, subject to market conditions, (i) issuing debt or equity securities or engaging

in other capital raising transactions with the objective of using the proceeds to purchase TRX tokens, and (ii) acquiring TRX tokens

with our liquid assets that exceed working capital requirements.

We intend to fund further TRX token acquisitions primarily through issuances

of common stock and a variety of fixed-income instruments, including debt, convertible notes and preferred stock.

As of March 18, 2026, our authorized

capital stock consists of 1,000,000,000 shares of Common Stock, and 10,000,000 shares of preferred stock, par value $0.0001 per share

(the “Preferred Stock”), of which 1,000,000 shares are designated as Series A Preferred Stock and 5,000 shares of the Series

A Preferred Stock are designated as convertible, and 100,000 shares are designated as Series B Preferred Stock, of which 100,000, are designated as convertible

view our TRX tokens holdings as long-term holdings and expect to continue to accumulate TRX tokens.

We have not set any specific target

for the amount of TRX tokens we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional

financings to purchase additional TRX tokens.

This overall strategy also contemplates that we may (i) enter into additional capital raising

transactions that are collateralized by our TRX tokens holdings, and (ii) consider pursuing strategies to create income streams or otherwise

generate funds using our TRX tokens holdings.

primary focus of the business of the Company is the accumulation of TRX tokens with the goal to realize long-term value creation

through price appreciation and staking yield.

The sTRX token, being a derivative token that represents the “staked”

TRX token, provides exposure to additional yield from standard TRX staking rewards and energy renting.

The Company currently has no

intention to use its TRX token reserve to support or finance its operating activities.

However, the Company will not rule out the

possibility of doing so in the future, subject to its business or financing needs.

Further, save for the USDT (Tether) stablecoins

received by the Company under the December Investment (as defined below), the Company currently does not plan to hold any crypto

assets other than TRX tokens and sTRX tokens which were obtained from TRX staking.

in 2017 by Justin Sun, TRON is an open blockchain network that supports smart contracts and decentralized applications.

Justin Sun oversaw

development of the TRON blockchain prior to the establishment of TRON DAO in 2021.

TRON blockchain is a public blockchain with high throughput, cost-efficient capacity which is widely used as decentralized infrastructure

by stablecoins, decentralized finance (DeFi), and other decentralized applications (DApp).

The TRON Virtual Machine (TVM) supports the

deployment and execution of smart contracts, with the network operating under a Delegated Proof-of-Stake (DPoS) consensus mechanism which

allows the holders of the blockchain’s native tokens to participate in community governance by staking, voting and election of

latest major developments of the TRON blockchain include:

In August 2025, the TRON community voted and approved the energy price amendment proposal, lowering the unit price of energy from 0.00021

TRX to 0.00010 TRX in August 2025 (Proposal #104), further reducing the transaction fees of the TRON blockchain.

Developments – Lowering of Transaction Fees ” and “ Risk Factors - The price decrease of energy, a type of system

resources on the TRON blockchain, could negatively affect the Company.

In May 2025, TRON blockchain completed the GreatVoyage-v4.8.0 (Kant) upgrade.

It aims at enhancing the blockchain’s compatibility

with Ethereum (following the Cancun upgrade) to make it easier for developers to migrate applications from Ethereum to TRON blockchain.

Sun does not serve as an executive officer of the Company.

More specifically, Justin Sun does not hold any officer position for the Company

or any subsidiary thereof, he is not in charge of any business unit, and he does not perform any policy making functions.

He acts solely

in an advisory role as an independent contractor, pursuant to the terms of the Sun Advisory Agreement, as defined and further described

TRX Tokens Holdings

completion of the June PIPE Offering (as defined below), the Company received 365,096,845 TRX tokens, being part of the Consideration

Tokens (as defined below) from Bravemorning (as defined below).

Upon completion of the August Warrant Exercise (as defined below), the

Company received an additional 312,500,100 TRX tokens, being the Warrant Exercise Tokens (as defined below) from Bravemorning.

March 18, 2026, the Company holds approximately 9,769,626 TRX tokens and approximately 549,676,892 sTRX tokens.

aggregate of 365,096,800 TRX tokens of the Consideration Tokens held by the Company have been “staked” on JustLend, a decentralized

finance (DeFi) protocol, on June 28, 2025 in exchange for approximately 297,543,246 Staked TRX (sTRX) tokens.

312,500,000 TRX tokens

of the Warrant Exercise Tokens held by the Company have been “staked” on JustLend on August 28, 2025 in exchange for approximately

252,133,646 sTRX tokens.

“Staking” is a process commonly used in the blockchain industry that allows network participants

to earn rewards by locking their tokens in wallets.

The sTRX token is a derivative token that represents the “staked” TRX

tokens, which can automatically generate yield (through the combination of standard TRX staking rewards and energy renting) for the token

The sTRX token does not generate discrete staking rewards.

Instead, the economic benefit of staking is reflected through a floating

conversion rate between TRX and sTRX, which increases over time based on accrued protocol rewards.

out of the 677,596,945 TRX tokens received by the Company from the June PIPE Offering and the August Warrant Exercise, the Company has staked 677,596,800 TRX tokens (which is nearly 100% of the TRX tokens received) into approximately 549,676,892 sTRX tokens.

It is necessary for the Company to retain a small portion of TRX tokens for the on-chain transaction fees payment.

of March 18, 2026, the Company has not yet had any TRX token dispositions.

Company intends to substantially utilize its excess cash to accumulate TRX tokens, and execute the relevant

transactions (including potential future disposals) through a variety of leading global trading platforms to ensure the execution

The Company’s digital asset treasury (DAT) strategy is to buy and hold TRX tokens without hedging, as we believe that

market timing generally is counter productive longer term.

Company and the TRON Ecosystem

there are crossover relationships between certain directors of the Company and the TRON blockchain ecosystem (Weike Sun is the father

of Justin Sun, the founder of TRON, Zhihong Liu has been a senior advisor to TRON DAO, and Zi Yang is associated with Tronscan, the official

internet explorer for the TRON blockchain), there is no direct relationship between the Company and the TRON DAO.

The Company’s

name merely recognizes that it has adopted a treasury strategy focused on TRX, the native token of the TRON blockchain.

The TRON DAO,

by contrast, is the decentralized autonomous organization that, since 2021, facilitates the development of the TRON blockchain network.

Justin Sun, our advisor, founded TRON in 2017 and oversaw its development prior to the establishment of TRON DAO in 2021.

Super Representatives,

elected by the community of TRX holders and acting by consensus are the sole decision makers for TRON DAO.

While it is possible that

developments to the TRON blockchain, as directed and agreed by TRON DAO, could affect consumer use of or market perception about TRX,

and thus impact our business, the relationship to the Company is incidental.

2025 PIPE Offering

May 21, 2025, the Company entered into a Securities Purchase Agreement (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 (the “Series A Preferred Stock”), 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 (the “May

PIPE Warrants”) to acquire up to 8,928,571 shares of Common Stock, subject to beneficial ownership limitations set by the holder.

The purchase price for one unit (consisting of one share of Series A Convertible Preferred Stock convertible into approximately 1,785

shares and the same number of warrants) was $1,000.

The May PIPE Warrants issued in the May PIPE Offering are exercisable immediately

upon issuance at an exercise price of $0.65 per share and will expire two years from the date of issuance.

May PIPE Offering closed on May 27, 2025, with aggregate gross proceeds totaling approximately $5 million, before deducting placement

agent fees and other expenses.

The Company intends to use the proceeds from the May PIPE Offering for general corporate and working capital

exercise price and number of shares of Common Stock issuable upon exercise of the May PIPE Warrants is subject to appropriate adjustment

in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price.

to limited exceptions, the investor may not exercise any portion of the May PIPE Warrants to the extent that the investor would beneficially

own more than 4.99% (or, at the election of the holder prior to the date of issuance, 9.99%) of the outstanding Common Stock after exercise.

In the event of certain fundamental transactions, the holder of the May PIPE Warrants will have the right to receive the Black Scholes

Value (as defined in the May PIPE Warrants) of its May PIPE Warrants calculated pursuant to a formula set forth in the May PIPE Warrants,

payable in cash.

There is no trading market available for the May PIPE Warrants on any securities exchange or nationally recognized trading

The Company does not intend to list the May PIPE Warrants on any securities exchange or nationally recognized trading system.

to the May Securities Purchase Agreement, for a period of eighteen (18) months after the closing date, the investor shall have the right

of first refusal to participate with respect to any offering involving (i) future equity or equity-linked securities of the Company or

(ii) debt of the Company, which is convertible into equity or in which there is an equity component.

to the May PIPE Offering, on May 22, 2025, the Company filed a Certificate of Designation of Series A Preferred Stock with the Secretary

of State of the State of Nevada and subsequently, on May 23, 2025 the Company filed an Amended & Restated Certificate of Designation

to correct the conversion price of the Series A Preferred Stock from $0.50 per share to $0.56 per share.

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

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.

the securities offered and sold by the Company in the May PIPE Offering were not registered under the Securities Act prior to issuance,

they were registered in a resale registration statement on Form S-3 declared effective by the SEC on June 16, 2025.

As of July 24, 2025,

all of the Series A Preferred Stock shares sold pursuant to the May Securities Purchase Agreement were converted into shares of Common

2025 PIPE Offering

June 16, 2025, the Company entered into a Securities Purchase Agreement (the “June Securities Purchase Agreement”) with Bravemorning

for a private investment in public equity (the “June PIPE Offering”) of 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,

at a conversion price of $0.50 per share of Common Stock, and warrants (the “June PIPE Warrants”) to acquire up to 220,000,000

shares of Common Stock.

The June PIPE Warrants issued in the June PIPE Offering are exercisable immediately upon issuance at an exercise

price of $0.50 per share and set to expire two years from the date of issuance.

The 100,000 shares of Series B Preferred Stock are referred

to herein as the “Preferred Stock Shares.”

issuance of the Preferred Stock Shares and the June PIPE Warrants occurred on June 16, 2025.

June 28, 2025, Bravemorning paid the $100 million purchase price for the Preferred Stock Shares and Warrants (based on the closing price

of TRX tokens on June 15, 2025), and on August 28, 2025, Bravemorning paid the $110 million exercise price for the August Warrant Exercise

(based on the closing price of TRX tokens on August 26, 2025), in the form of TRX tokens (the “Consideration Tokens”).

Consideration Tokens are held in the custodian wallet account (“Treasury Wallet”) designated and controlled by the Board.

The Treasury Wallet is set up by BiT Global, a licensed Trust or Company Service Provider and registered trust company in Hong Kong.

BiT Global provides on-chain monitoring services for the Treasury Wallet while the Board has full control and access to the Treasury

Our director, Zhihong Liu, is one of the directors of BiT Global.

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.

Shareholder approval of such issuance was obtained and became effective

on August 11, 2025;

and therefore the 19.99% limitation was no longer applicable as of such date.

Company entered into an Advisory Agreement (the “Sun Advisory Agreement”) with Justin Sun on June 16, 2025 along with

the issuance of the Preferred Stock Shares and the June PIPE Warrants.

Pursuant to the Sun Advisory Agreement, Justin Sun will

provide strategic business advisory and brand consulting services to the Company as an independent contractor.

The scope of such

services shall be as directed from time to time by the Board of Directors or the Chief Executive Officer of the Company.

is required to be made and, as of the date of this Form 10-K, no payment has been made by the Company to Justin Sun in

consideration of the services provided by him to the Company under the Sun Advisory Agreement.

The Sun Advisory Agreement has a

one-year term, subject to renewal, and may be terminated by either party on 30 days’ notice.

Work product developed under the

agreement will be owned by the Company, subject to Mr.

Sun’s retention of certain pre-existing intellectual property.

Advisory Agreement also includes customary confidentiality, indemnification, non-disparagement, and arbitration provisions.

foregoing description of the Sun Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to

the full text of the Sun Advisory Agreement, which is incorporated herein by

reference as Exhibit 10.24.

Sun’s father, Weike Sun, is the sole shareholder of Bravemorning and was appointed as a member of the Board in connection with

the June PIPE Offering.

conversion price and exercise price and number of shares of Common Stock issuable upon conversion or exercise of the Preferred Stock

Shares and the June PIPE Warrants, as the case may be is subject to appropriate adjustment in the event of stock dividends, stock splits,

reorganizations or similar events affecting the Common Stock and the conversion price or exercise price.

In the event of certain fundamental

transactions, the holder of the June PIPE Warrants will have the right to receive the Black Scholes Value (as defined in the June PIPE

Warrants) of its June PIPE Warrants calculated pursuant to a formula set forth in the June PIPE Warrants, payable in cash.

trading market available for the Preferred Stock Shares or the June PIPE Warrants on any securities exchange or nationally recognized

trading system.

The Company does not intend to list the Preferred Stock Shares or June PIPE Warrants on any securities exchange or nationally

recognized trading system.

Securities, LLC acted as placement agent (the “Placement Agent”) in connection with the June PIPE Offering, pursuant to that

certain Placement Agency Agreement, dated as of June 16, 2025, between the Company and the Placement Agent, pursuant to which the Company

paid the Placement Agent for certain out-of-pocket expenses, including for reasonable expenses and legal fees of $50,000.

June 16, 2025, the Company also entered into a Financial Advisory Agreement (the “AV Advisory Agreement”) with American Ventures

LLC (the “Advisor”), under which the Advisor will provide non-exclusive financial advisory services to the Company in connection

with its blockchain-related initiatives, including exploring opportunities involving holding tokens, primarily TRX Tokens, the governance

token of TRON blockchain, and identifying additional revenue-generating verticals within that ecosystem, and as otherwise consistent

with the Company’s strategy and policies.

As compensation, the Company agreed to issue the Advisor 5,360,000 warrants (the “American

Ventures Warrants”) to purchase shares of common stock at $0.50 per share, exercisable for five (5) years, which were fully earned

upon execution of the agreement.

The AV Advisory Agreement includes customary confidentiality, indemnification, and termination provisions,

and confirms that the Advisor will act as an independent contractor without access to material non-public information absent prior written

The foregoing description of the AV Advisory Agreement does not purport to be complete and is qualified in its entirety by reference

to the full text of the AV Advisory Agreement, which is incorporated herein by reference as Exhibit 10.25.

securities offered and sold by the Company in the June PIPE Offering and the American Ventures Warrants were not registered under the

Securities Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from

such registration requirements.

The securities were offered only to accredited investors.

to the June PIPE Offering, on June 16, 2025, the Company filed a Certificate of Designation of Series B Preferred Stock with the Secretary

of State of the State of Nevada (the “Series B Certificate of Designation”).

stated value of the Series B Preferred Stock is $1,000 per share.

of the Preferred Stock Shares is 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 Holder 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.

Shareholder approval of such issuance was obtained and became effective on August 11, 2025;

and therefore the

19.99% limitation was no longer applicable as of such date.

shall be entitled to receive, and the Company shall pay, dividends on Preferred Stock Shares equal (on an as-if-converted-to-Common-Stock

basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares

of the Common Stock.

any liquidation, dissolution or winding-up of the Company, the holder of Preferred Stock Shares have a preference for the distribution

of the entire remaining assets and funds of the Company legally available for distribution over any holders of other series of preferred

stock or of the Common Stock.

as of December 31, 2025, a Triggering Event (as defined in the Series B Certificate of Designation) has occurred, the holder of the Preferred

Stock Shares shall have the right to request the Company redeem all or any of portion of the Preferred Stock Shares then held by the

holder for a redemption price equal to the full (for fully redemption) or pro rata (for portion redemption) Triggering Redemption Amount

as specified in the Series B Certificate of Designation.

On August 7, 2025, Bravemorning issued a waiver waiving its right under Section

8(b) of the Series B Certificate of Designation to require Tron Inc.

to redeem any or all its Series B Convertible Preferred Stock for

the Triggering Redemption Amount upon the occurrence of a Triggering Event.

No Triggering Event occurred.

2025 Warrant Exercise

August 25, 2025, the Board (other than Mr.

Weike Sun who recused himself from this decision) authorized the Company to enter into an

amendment to the June PIPE Warrants, which permitted the exercise price of the PIPE Warrants to be paid, at the warrant holder’s

election, in TRX tokens in addition to the existing methods of cash or cashless exercise.

All other terms of the PIPE Warrants remained

August 27, 2025, Bravemorning exercised the PIPE Warrants in full and, on August 29, 2025, the Company issued 220,000,000 shares of Common

Stock to Bravemorning.

Bravemorning paid $110,000,000 to the Company in the form of 312,500,100 TRX as consideration for the issuance

of these Common Stock shares (the “August Warrant Exercise”).

These shares of Common Stock were issued to Bravemorning in

reliance upon an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

after giving effect to the June Securities Purchase Agreement and the August Warrant exercise, Mr.

Weike Sun, via his control of

Bravemorning, owned approximately 86.6% of the Company’s outstanding shares of Common Stock, resulting in a change of control

of the Company.

Upon the August Warrant Exercise in connection with the June Securities Purchase Agreement, Bravemorning also held

100,000 Preferred Stock Shares, which are convertible into an additional 200,000,000 shares of Common Stock and which vote on an

as-converted basis with the Common Stock;

and Bravemorning’s ownership of Common Stock and Preferred Stock gave it an

aggregate voting power of approximately 92.5%.

18, 2026, Bravemorning holds an aggregate voting power of approximately 88.5% .

Weike Sun is a director of the Company

and the father of Mr.

December 24, 2025, the Company entered into a Stock Purchase Agreement for the purchase of $18,000,000 of the Company’s restricted

common stock at a price of $1.3775 per share (13,067,151 restricted shares), payable in stablecoins (the “December Investment”).

The $18,000,000 was been recorded as Common Stock Payable at December 31, 2025.

The closing of the December Investment occurred on January

8, 2026, at which 18 million USDT (Tether) stablecoins were transferred by Black Anthem Limited to the Treasury Wallet.

The Company intends

to deploy the proceeds to materially expand its TRX treasury portfolio.

The securities offered and sold by the Company to Black Anthem

Limited were not registered under the Securities Act, and may not be offered or sold in the United States absent registration with the

SEC or an applicable exemption from such registration requirements.

the closing of the December Investment, Black Anthem Limited held approximately 4.76% of the Company’s outstanding Common Stock,

such that Black Anthem Limited’s aggregate voting power was approximately 2.75%.

respect to the December Investment, the Company entered into a token sale and purchase agreement dated January 6, 2026 (“BGDL Token

S&P Agreement”) with BiT Global Digital Limited (“BGDL”), a British Virgin Islands Business Company, pursuant to

which the Company will purchase from BGDL US$18,000,000 worth of TRX tokens (the “Sale Tokens”).

Based on the terms of the

BGDL Token S&P Agreement, the price calculation mechanism and the delivery mechanism of the Sale Tokens will be solely and reasonably

determined by the authorized person(s) of the Company, and that the Sale Tokens will be acquired by the Company from BGDL at cost with

no fees or charges.

Commencing January 22, 2026, 50,000 USDT worth of TRX tokens (price of which shall be reasonably determined with

reference to the market price of TRX token on a global cryptocurrency trading platform on each day) have been and will be delivered daily

to the Treasury Wallet for 360 consecutive days.

This dollar cost averaging mechanism will help mitigate TRX’s price volatility

and reduce the average acquisition cost per TRX token.

connection with the June PIPE Offering, on June 16, 2025, Hans Haywood and Gary Herman resigned as members of the Board.

These resignations

were not a result of any disagreements with the Company on any matter relating to the Company’s operations, policies, or practices.

connection with the June PIPE Offering, Douglas McKinnon resigned as a member of the Board.

McKinnon remains the Company’s

Chief Financial Officer.

McKinnon’s resignation as a member of the Board was not a result of any disagreements with the Company

on any matter relating to the Company’s operations, policies, or practices.

connection with the June PIPE Offering, on June 16, 2025, Weike Sun, Zhihong Liu, and Zi Yang were appointed as members of the Board.

Sun was named Chairman of the Board.

Liu and Yang have been appointed to each of the Audit, Compensation, and Nominating

and Corporate Governance Committees of the Board.

Liu serves as chair of the Compensation Committee and Mr.

Yang serves as chair

of the Nominating and Corporate Governance Committee.

Sun, age 66, began his career in journalism and public infrastructure administration in China.

Following his extensive experience in

the public sector, Mr.

Sun transitioned to the private sector holding senior management and advisory role to several fintech companies

since 2016, including Ruibo (Beijing) Technology and Peiwo Huanle (Beijing) Technology.

He was the Chairman of Guangzhou Keyhiway Printing

Technology, a listed company on China’s National Equities Exchange and Quotations (NEEQ) from March 2022 to July 2023.

holds a bachelor’s degree from Qinghai Normal College.

Weike Sun is the sole shareholder of Bravemorning.

Liu, age 60, has been the senior advisor to TRON DAO since 2021, leading its strategic investment activities.

Previously, Mr.

as the board director of Valkyrie Investment helping to launch one of the first Bitcoin future ETFs in the US.

Prior to joining the blockchain

industry in 2021, he had held senior positions in the financial industry for over 20 years working for leading global firms including

Ant Financial, NOMURA, Salomon Smith Barney and Fidelity Investment.

Liu holds an MBA from Columbia University and a bachelor’s

degree from Zhejiang University in China.

Yang, age 27, has been active in the blockchain industry for over 5 years.

Yang currently holds senior positions for several leading

blockchain projects including Tronscan, the official blockchain explorer for Tron protocol.

Yang holds a bachelor’s degree

in Human Resource Management from Guangdong University of Foreign Studies in China.

to Employment Agreements with Officers

connection with the June PIPE Offering, on June 16, 2025, the Company entered into amendments to the employment agreements of each of

Richard Miller (the Company’s Chief Executive Officer), Mr.

McKinnon (the Company’s Chief Financial Officer), Taft Flittner

(the Company’s President), and Deborah McDaniel-Hand (the Company’s Vice President of Production, Development, and Operations)

(collectively, the “Employment Agreement Amendments”).

to each of the Employment Agreement Amendments, the executives agreed (a) not to terminate their employment and not to seek any compensation

for any termination of their employment in connection with the June PIPE Offering and (b) that any incentive or bonus payments related

to the Company’s performance would only be measured against the Company’s business of developing and marketing licensed consumer

products, including children’s toys and entertainment merchandise.

Such compensation would not be related to the Company’s

TRON (TRX) tokens-related operations.

addition, Messrs.

Miller and McKinnon agreed that equity awards issued to them pursuant to the Company’s Equity Incentive Plans

would, going forward, be solely determined by the Compensation Committee of the Board.

The foregoing description of the Employment Agreement

Amendments does not purport to be a complete description and is qualified in its entirety by reference to the individual Employment Agreement

Amendments which are filed with the Form 8-K of the Company filed with the SEC on June 16, 2025 as Exhibits 10.4 (Miller), 10.5 (McKinnon),

10.6 (Flittner), and 10.7 (McDaniel-Hand) and incorporated by reference into Item 5.02 therein.

July 11, 2025, the Board approved the change in the name of the Company to “Tron Inc.” (the “Name Change”) and

the change in the trading symbol of the Company to “TRON” on the Nasdaq Capital Market (the “Symbol Change”)

to align with its major transformation into a TRON treasury strategy company.

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.

moves reflect the Company’s broader strategic transformation and its commitment to aligning more closely with the TRON blockchain

ecosystem, following the launch of its Tron-focused treasury strategy.

The Company’s ticker change to “TRON” reinforces

its brand identity and positions it as a key corporate player in the rapidly evolving blockchain and digital asset economy.

of Transaction Fees

to committee proposals history available on Tronscan, the proposal #104 which proposed the modification of transaction fee of 1 unit

of energy from 0.00021 TRX token to 0.0001 TRX token was approved by the SR and became effective on August 29, 2025.

The reduction of

this fee means that less TRX is required to be burned (from 0.00021 TRX token to 0.0001 TRX token) to obtain a unit of energy;

the cost for users to obtain energy through TRX burning decreases significantly, and therefore there will be less demand for energy rental.

See “ Risk Factors - The price decrease of energy, a type of system resources on the TRON blockchain, could negatively affect

Developments in the PRC

do not have any operations in Mainland China and currently do not have or intend to have any operating subsidiary established in Mainland

China or any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity in Mainland

Ltd, our wholly-owned subsidiary incorporated in Hong Kong, provides administrative support for the procurement and delivery process

of our custom merchandise business.

We directly control our procurement of the custom merchandize with our PRC suppliers.

not involved in our TRX treasury holding activities.

See “Business – Toy and Souvenir” for more information.

to our TRX treasury business, our Treasury Wallet is located in Hong Kong.

See “Business – TRX Tokens Treasury”

for more information.

of the certain connections we have in Hong Kong, and because Hong Kong is a Special Administrative Region of China, there is uncertainty

as to whether, in the event that the Chinese government does exercise additional oversight and discretion over the conduct of our business

in the future, our existing connections to Hong Kong would be significant enough to trigger any new governmental actions that would apply

to us, which could affect our operations and/or the value of our Common Stock or other securities.

Because the nature of any such additional

oversight and discretion cannot be known presently, the resulting uncertainty presents a potential risk to investors.

are subject to unique risks due to uncertainty of the interpretation and the application of the PRC laws and regulations.

subject to the risks of uncertainty about any future actions of the Chinese government or authorities in Hong Kong in this regard.

are aware that recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in

certain areas in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing

supervision over China-based companies listed overseas using a VIE structure, adopting new measures to extend the scope of cybersecurity

reviews, and expanding its efforts in anti-monopoly enforcement.

Since these statements and regulatory actions are new, it is highly

uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or new laws or regulations

or detailed implementations and interpretations will be modified or promulgated, if any.

It is also highly uncertain what the potential

impact such modified or new laws and regulations will have on our Hong Kong subsidiary or on our TRX treasury business.

These actions

could potentially interfere with, alter, limit or hinder our current presence in Hong Kong.

See “Risk Factors — Certain

of our operations are conducted in Hong Kong.

It is possible that the Chinese government may exercise significant oversight and discretion

over the conduct of such business and may influence such operations, which could potentially significantly interfere with, alter, limit

or hinder our current presence in Hong Kong, and certain scenarios possibly affect the value of our Common Stock or other securities.

Changes in the policies, regulations, rules, and the enforcement of laws of the Chinese government may also occur quickly and our assertions

and beliefs of the risk imposed by the PRC legal and regulatory system cannot be certain.

There are uncertainties regarding the enforcement

of PRC laws, and rules and regulations in China can change quickly with little advance notice.

The Chinese government may intervene or

influence the Hong Kong aspects of our operations, which could interfere with our operations and/or affect the value of the Common Stock

or other securities we are registering for sale.” for further information.

statements by the PRC government have indicated an intent to exert more oversight and control over offerings that are conducted overseas

and/or foreign investments in China based issuers.

On July 6, 2021, the General Office of the Communist Party of China Central Committee

and the General Office of the State Council jointly issued a document to crack down on illegal activities in the securities markets and

promote the high-quality development of the capital markets, which, among other things, requires the relevant governmental authorities

to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed

overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

December 24, 2021, the China Securities Regulatory Commission (the “CSRC”) released the Draft Administrative Provisions and

the Draft Filing Measures, both of which had a comment period that expired on January 23, 2022.

The Draft Administrative Provisions and

Draft Filing Measures regulate the administrative system, record-filing management, and other related rules in respect of the direct

or indirect overseas issuance of listed and traded securities by “domestic enterprises”.

The Draft Administrative Provisions

specify that the CSRC has regulatory authority over the “overseas securities offering and listing by domestic enterprises”,

and requires “domestic enterprises” to complete filing procedures with the CSRC if they wish to list overseas.

17, 2023, the CSRC released the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023.

the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the

filing procedures and report relevant information to the CSRC;

any failure to comply with such filing procedures may result in administrative

penalties, such as an order to rectify, warnings, and fines.

On April 2, 2022, the CSRC published the Draft Archives Rules, for public

These rules state that in the overseas listing activities of domestic companies, domestic companies, as well as securities companies

and securities service institutions providing relevant securities services thereof, should establish a sound system of confidentiality

and archival work, shall not disclose state secrets, or harm the state and public interests.

the Trial Measures and the Guidance Rules and Notice, Chinese domestic companies conducting overseas securities offering and listing

activities, either in direct or indirect form, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial

Measures within three working days following their submission of initial public offerings or listing application.

The companies that

have already been listed on overseas stock exchanges or have obtained the approval from overseas supervision administrations or stock

exchanges for its offering and listing and will complete their overseas offering and listing prior to September 30, 2023 are not required

to make immediate filings for its listing, yet need to make filings for subsequent offerings in accordance with the Trial Measures.

that have already submitted an application for an initial public offering to overseas supervision administrations prior to the effective

date of the Trial Measures but have not yet obtained the approval from overseas supervision administrations or stock exchanges for the

offering and listing, shall arrange for the filing within a reasonable time period and shall complete the filing procedure before such

companies’ overseas issuance and listing.

management understands that as of the date of this Form 10-K, the Company has no operations in Mainland China and is not required to

complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures.

While the Company has no current operations

in Mainland China, should we have any future operations in Mainland China and should we (i) fail to receive or maintain such permissions

or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations,

or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the

Cyberspace Administration of China (the “CAC”) or other PRC regulatory agencies.

These regulatory agencies may also impose

fines and penalties on our potential operations in Mainland China, as well as limit our ability to pay dividends outside of Mainland

China, limit our operations in Mainland China, delay or restrict the repatriation of the proceeds from our offerings into Mainland China

or take other actions that could have an adverse effect on our business as well as the trading price of our Common Stock or other securities.

we have PRC operations in the future, we may be required to restructure our operations to comply with such regulations or potentially

cease operations in the PRC entirely.

The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making

it advisable for us, to halt offerings before settlement and delivery of our Common Stock or other securities.

In addition, if the CSRC,

the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for our offerings, we may

be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver.

PRC operations in the future, any action taken by the PRC government could significantly limit or completely hinder our operations in

the PRC and our ability to offer or continue to offer securities to investors, and could cause the value of such securities to decline.

on July 10, 2021, the CAC issued a revised draft of the Measures for Cybersecurity Review for public comment, which required that, among

others, in addition to any “operator of critical information infrastructure”, any “data processor” controlling

personal information of no less than one million users which seeks to list in a foreign stock exchange should also be subject to cybersecurity

review, and further elaborated the factors to be considered when assessing the national security risks of the relevant activities.

December 28, 2021, the CAC, the National Development and Reform Commission (“NDRC”), and several other administrations jointly

issued the revised Measures for Cybersecurity Review, which became effective and replaced the existing Measures for Cybersecurity Review

on February 15, 2022.

According to the Revised Review Measures, if an “online platform operator” that is in possession of

personal data of more than one million users intends to list in a foreign country, it must apply for a cybersecurity review.

a set of Q&A published on the official website of the State Cipher Code Administration in connection with the issuance of the Revised

Review Measures, an official of the said administration indicated that an online platform operator should apply for a cybersecurity review

prior to the submission of its listing application with non-PRC securities regulators.

Moreover, the CAC released the draft of the Regulations

on Network Data Security Management in November 2021 for public consultation, which among other things, stipulates that a data processor

listed overseas must conduct an annual data security review by itself or by engaging a data security service provider and submit the

annual data security review report for a given year to the municipal cybersecurity department before January 31 of the following year.

Given the recency of the issuance of the Revised Review Measures and their pending effectiveness, there is a general lack of guidance

and substantial uncertainties exist with respect to their interpretation and implementation.

It remains unclear whether a Hong Kong company

which collects personal information from PRC individuals shall be subject to the Revised Review Measures.

We do not currently expect

the Revised Review Measures to have an impact on our business, our operations or our offerings as we do not believe that our subsidiary

would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling

personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the

However, there remains uncertainty in the interpretation and enforcement of relevant PRC cybersecurity laws and regulations.

the Revised Review Measures are adopted into law in the future and if our subsidiary is deemed to be an “operator of critical information

infrastructure” or a “data processor” controlling personal information of no less than one million users, our operation

and the listing of our Common Stock or other securities in the U.S.

could be subject to CAC’s cybersecurity review.

of the date of hereof, Hong Kong does not have similar regulations as of the PRC to extend oversight and control over offerings that

are conducted overseas.

Hong Kong does not have similar regulation as of the Trial Measures and the Guidance Rules and Notice, and Measures

for Cybersecurity Review of the PRC.

However, the legal and operational risks associated in Mainland China also apply to operations in

Hong Kong, and we face the risks and uncertainties associated with the complex and evolving PRC laws and regulations and as to whether

and how the recent PRC government statements and regulatory developments, such as those relating to data and cyberspace security and

anti-monopoly concerns, would be applicable to a company such as our subsidiary and our Company, given the Hong Kong aspects of our subsidiary

in Hong Kong and the possibility that the Chinese government may exercise significant oversight over the conduct of business in Hong

In the event we or our subsidiary were to become subject to PRC laws and regulations, we could incur material costs to ensure compliance,

and we or our subsidiary might be subject to fines, experienced evaluation of securities or delisting, restrictions on securities offerings,

and/or no longer be permitted to continue business operations as presently conducted.

In the event that (i) the PRC government expands

the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable

laws, regulations or interpretations change and we are required to obtain such permissions or approvals, (ii) we inadvertently conclude

that relevant permissions or approvals were not required, or (iii) we did not receive or maintain relevant permissions or approvals required,

any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to

offer or continue to offer securities to investors and could cause the value of our Common Stock or other securities to decline.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business