Markets · Treasury companies
Tron Inc. Sets Up $200 Million At-the-Market Stock Sale With Clear Street
An 8-K accepted at 5:28 p.m. ET and a prospectus supplement at 5:30 p.m. ET let the TRX treasury company sell stock from time to time, mainly to buy more TRX.
Tron Inc. has signed a sales agreement with Clear Street LLC that lets it sell up to $200,000,000 of its common stock from time to time in an at-the-market offering. The 8-K was accepted on EDGAR at 5:28 p.m. ET on Oct. 14, and the prospectus supplement at 5:30 p.m. ET (sources 1 to 4).
The company says it intends to use the net proceeds "primarily to fund the growth of our business, primarily by acquiring additional TRX tokens, and for working capital and general corporate purposes" (source 2).
How the program works
Clear Street will act as agent and/or principal. It may sell shares by any method deemed an "at the market offering" under Rule 415(a)(4), and may buy shares as principal in separately negotiated block transactions if both sides agree (source 1). Neither Tron Inc. nor Clear Street has an obligation to sell any shares (source 1).
Tron Inc. has agreed to pay Clear Street a commission of up to 3% of the aggregate gross proceeds of sales it makes as agent, according to the 8-K (source 1). Either party may end the agreement on ten days' prior written notice (source 1). The shares are registered on the company's Form S-3 shelf, File No. 333-288986 (sources 1, 2, 4).
On Oct. 13, the stock closed at $1.22 on the Nasdaq Capital Market, where it trades as TRON (source 2). The prospectus supplement's offering summary lists 474,432,064 shares outstanding before the offering, without giving an as-of date; its dilution section instead uses 474,382,064 shares outstanding as of June 30, 2026. At an assumed $1.22 a share, selling the full $200 million would mean 163,934,426 new shares, for 638,366,490 outstanding (source 2).
| Item | What the filings say |
|---|---|
| Issuer | Tron Inc. (Nasdaq: TRON), Nevada corporation |
| Program size | Up to $200,000,000 of common stock |
| Agent | Clear Street LLC, as agent and/or principal |
| Commission | Up to 3% of gross proceeds of agency sales |
| Shelf | Form S-3, File No. 333-288986 |
| Shares outstanding before | 474,432,064 (offering summary; no as-of date given) |
| Assumed price | $1.22, the Oct. 13 close |
| New shares at that price | 163,934,426 |
| Shares outstanding after, at that price | 638,366,490 |
| Stated use of proceeds | Mainly buying more TRX; working capital and general corporate purposes |
| 8-K accepted | Oct. 14, 2026, 5:28:20 p.m. ET |
| 424B5 accepted | Oct. 14, 2026, 5:30:14 p.m. ET |
The TRX treasury
The prospectus supplement describes Tron Inc., formerly SRM Entertainment, as "a publicly traded company pioneering blockchain-integrated treasury strategies" and as "the public company with the largest TRON (TRX) tokens holdings" (source 2). Its treasury reserve policy names TRX as "the primary treasury holding asset on an ongoing basis," and its plan is to accumulate TRX and stake substantially all of it to earn yield, mainly through JustLend DAO (source 2). It also still designs and sells toys and souvenirs for theme parks through a subsidiary (source 2).
The latest holdings figure in the filing is dated March 9, 2026, from the accompanying base prospectus: about 549,676,892 staked TRX (sTRX) tokens and about 8,241,821 TRX tokens (source 2). The filing gives no newer count.
The base prospectus names Justin Sun as the founder of TRON and as the company's advisor under an advisory agreement signed June 16, 2025, acting "solely in an advisory role as an independent contractor." It says he holds no officer position at the company (source 2).
What it means
In Le Coin's view, the size is large next to the company. Selling the full $200 million at the Oct. 13 close of $1.22 would mean 163,934,426 new shares, equal to about 34.6% of the 474,432,064 shares the prospectus supplement lists as outstanding before the offering (source 2). The actual number depends on the prices at which shares sell, and the company may sell none.
In Le Coin's view, the next checkable data point is Tron Inc.'s next periodic report, which would show any shares sold under the agreement and any TRX bought with the proceeds.
Sources
- Tron Inc., Form 8-K, Item 1.01, SEC EDGAR, accepted Oct. 14, 2026, 5:28 p.m. ET, accessed 5:46 p.m. ET.
- Tron Inc., Form 424B5 prospectus supplement, with accompanying prospectus dated March 30, 2026, SEC EDGAR, accepted Oct. 14, 2026, 5:30 p.m. ET, accessed 5:46 p.m. ET.
- EDGAR filing index for the Form 8-K, accession 0001493152-26-047064, accessed 5:46 p.m. ET.
- EDGAR filing index for the Form 424B5, accession 0001493152-26-047066, accessed 5:46 p.m. ET.
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