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TRONTron Inc.

Crypto · Financial Services · Nasdaq

Tron Inc. (formerly SRM Entertainment, Inc.), is a publicly traded company pioneering blockchain-integrated treasury strategies. 10-K, Item 1

TRON quote by TradingView
Headquarters
Winter Park, FL
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10-K 0001493152-26-012723 (2026-03-25) vs 10-K 0001641172-25-001862 (2025-03-31)

SectionCompared textWords nowChanged
Risk FactorsItem 1A23,254 49.9%
MD&AItem 77,339 40.4%
Legal ProceedingsItem 3, via Note 14 – Commitments and Contingencies223 not compared
Accounting Policies10-K text (note not found)0 not compared

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 146 words changed in this paragraph; it is 44% similar to last year's version.
1. Enhanced Expense Disclosures: Public entities must now disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included in each reported measure of segment profit or loss. 2. Disclosure of Other Segment Items: Entities are required to disclose an amount for “other segment items” by reportable segment, representing the difference between reported segment revenues and the sum of significant segment expenses and the reported measure of segment profit or loss. A qualitative description of the composition of these other segment items is also required. 3. Interim Reporting Requirements: All annual disclosures about a reportable segment’s profit or loss and assets, including the new disclosures introduced by ASU 2023-07, must now be provided in interim periods as well. 4. Single Reportable Segment Entities: Public entities with a single reportable segment are explicitly required to provide all segment disclosures mandated by ASC 280, including those introduced by ASU 2023-07. This clarification ensures that users receive comprehensive information about the entity’s operations and performance. 5. Disclosure of CODM Information: Entities must disclose the title and position of the CODM and explain how the CODM uses the reported measure(s) of segment profit or loss in assessing performance and allocating resources.

Source: Item 7, 10-K 0001493152-26-012723 vs Item 7, 10-K 0001641172-25-001862

Risk Factors 30 words changed in this paragraph; it is 93% similar to last year's version.
SRM The Company faces competitors who are also constantly monitoring and attempting to anticipate consumer tastes, seeking ideas which will appeal to consumers, and introducing new products that compete with SRM’s the Company’s products. In addition, competition for access to entertainment properties has and may continue to lessen SRM’s the Company’s ability to secure, maintain, and renew popular licenses to entertainment products developed by other parties and licensed to SRM, the Company, or require SRM the Company to pay licensors higher royalties and higher minimum guaranteed payments to obtain or retain these licenses. As a licensee of entertainment properties, SRM the Company has no guarantee that a particular property or brand will translate into a successful toy, game, or other product. In addition, the barriers to entry for new participants in the toy products industry and entertainment industry are low. In a very short period of time, new market participants with a popular product idea or entertainment property can become a significant source of competition for SRM the Company and its products. Reduced demand for SRM’s the Company’s brands, products, and product lines as a result of these factors may adversely affect SRM’s the Company’s business, financial condition, and results of operations. Some of our competitors may have greater resources than the Company. In order to compete successfully, SRM the Company may have to lower prices and increase marketing expenses which could result in reduced margins.

Source: Item 1A, 10-K 0001493152-26-012723 vs Item 1A, 10-K 0001641172-25-001862

Every change, by type

Sentences and paragraphs of TRON's Risk Factors and MD&A, 10-K 2026-03-25 against 10-K 2025-03-31. Each links to the text at sec.gov.

All 221 Added 178Removed 4Reworded 39Quiet changes 0

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
● introductions of new technologies and changes in consumer preferences that result in either unanticipated or unexpectedly rapid product category shifts;

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedRisk Factors
● discovery of security vulnerabilities in our products, services or systems, leading to negative publicity, decreased demand or potential liability;

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedRisk Factors
● changes in or consolidation of our sales channels and wholesale distributor relationships or failure to manage our sales channel inventory and warehousing requirements;

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedRisk Factors
● delay or failure of our retailers, distributors and other channel partners to purchase at their historic volumes or at the volumes that they or we forecast;

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedRisk Factors
● changes in U.S. and international tax policy, including changes that adversely affect customs, tax or duty rates, as well as income tax legislation and regulations that affect the countries where we conduct business;

Read it in 10-K 2026-03-25 at sec.gov ↗

RemovedRisk Factors
changes in the pricing policies of, or the introduction of new products by, us or our competitors; introductions of new technologies and changes in consumer preferences that result in either unanticipated or unexpectedly rapid product category shifts; slow or negative growth in the toy, souvenir, theme park, and related markets; seasonal shifts in end-market demand for our products; delays in the introduction of new products by us or market acceptance of these products; unanticipated decreases or delays in purchases of our products by our significant retailers, distributors and other channel partners; supply constraints from our vendors; unanticipated increases in costs, including air freight, associated with shipping and delivery of our products; the inability to maintain stable operations by our suppliers and other parties with whom we have commercial relationships; discovery of security vulnerabilities in our products, services or systems, leading to negative publicity, decreased demand or potential liability; foreign currency exchange rate fluctuations in the jurisdictions where we transact sales and expenditures in local currency; excess levels of inventory and low turns; changes in or consolidation of our sales channels and wholesale distributor relationships or failure to manage our sales channel inventory and warehousing requirements; delay or failure to fulfill orders for our products on a timely basis; delay or failure of our retailers, distributors and other channel partners to purchase at their historic volumes or at the volumes that they or we forecast; changes in tax rates or adverse changes in tax laws that expose us to additional income tax liabilities;

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedRisk Factors
changes in U.S. and international tax policy, including changes that adversely affect customs, tax or duty rates, as well as income tax legislation and regulations that affect the countries where we conduct business; operational disruptions, such as transportation delays or failure of our order processing system, particularly if they occur at the end of a fiscal quarter; disruptions or delays related to our financial and enterprise resource planning systems; our inability to accurately forecast product demand, resulting in increased inventory exposure; allowance for doubtful accounts exposure with our existing retailers, distributors and other channel partners and new retailers, distributors and other channel partners, particularly as we expand into new international markets; geopolitical disruption, including sudden changes in immigration policies, leading to disruption in our workforce or delay or even stoppage of our operations in manufacturing, transportation, technical support and research and development; terms of our contracts with channel partners or suppliers that cause us to incur additional expenses or assume additional liabilities; an increase in price protection claims, redemptions of marketing rebates, product warranty and stock rotation returns or allowance for doubtful accounts; litigation involving alleged patent infringement; epidemic or widespread product failure, or unanticipated safety issues, in one or more of our products; failure to effectively manage our third-party customer support partners, which may result in customer complaints and/or harm to the SRM brand; our inability to monitor and ensure compliance with our code of ethics, our anti-corruption compliance program and domestic and international anti-corruption laws and regulations, whether in relation to our employees or with our suppliers or retailers, distributors or other channel partners; labor unrest at facilities managed by our third-party manufacturers; workplace or human rights violations in certain countries in which our third-party manufacturers or suppliers operate, which may affect the SRM brand and negatively affect our products’ acceptance by consumers; unanticipated shifts or declines in profit by geographical region that would adversely impact our tax rate; failure to implement and maintain the appropriate internal controls over financial reporting, which may result in restatements of our financial statements; and any changes in accounting rules.

Read it in 10-K 2025-03-31 at sec.gov ↗

RewordedRisk Factors
SRM Significant, sudden shifts in demand are caused by popular toys which steer trends, which are often unpredictable. the Company offers a diverse range of products for all ages and families that includes, among others, toys for toddlers and preschoolers, toys for school-aged children, toys for all ages, and media-driven products.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM’s The Company’s toy and souvenir business depends in large part on the success of its vendors and outsourcers, and SRM’s the Company’s brands and reputation are subject to harm from actions taken by third parties that are outside SRM’s the Company’s control.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
Any shortcoming of a SRM vendor or outsourcer, outsourcer of the Company, particularly an issue affecting the quality of these services or systems, results in risk of damage to SRM’s the Company’s reputation and brand value, and potentially adverse effects to SRM’s the Company’s business, financial condition, and results of operations.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
The design, development, and manufacture of SRM’s the Company’s products could suffer if SRM’s the Company’s employees or the employees of its third-party manufacturers or their suppliers contract communicable diseases, or if SRM, SRM’s the Company, the Company’s third-party manufacturers, or their suppliers are adversely affected by other impacts of such diseases.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
In addition, competition for access to entertainment properties has and may continue to lessen SRM’s the Company’s ability to secure, maintain, and renew popular licenses to entertainment products developed by other parties and licensed to SRM, the Company, or require SRM the Company to pay licensors higher royalties and higher minimum guaranteed payments to obtain or retain these licenses.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM’s The Company’s business and operating results in the toy and souvenir segment depend largely upon the appeal of its products, driven by both innovation and marketing.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM The Company has in the past announced, and in the future may announce, initiatives to reduce its costs, optimize its manufacturing footprint, increase its efficiency, improve the execution of its core business, globalize and extend SRM’s the Company’s brands, catch new trends, create new brands, offer new innovative products and improve existing products, enhance product safety, develop people, improve productivity, simplify processes, and maintain customer service levels, as well as initiatives designed to drive sales growth, capitalize on SRM’s the Company’s scale advantage, and improve its supply chain.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM The Company attempts to manage their inventories tightly, which requires SRM the Company to ship products closer to the expected date SRM the Company sells the products to consumers.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
Disruptions in SRM’s the Company’s manufacturing operations or supply chain due to political instability, civil unrest, or disease could adversely affect SRM’s the Company’s toy and souvenir business, financial position, sales, and results of operations.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM The Company faces risks related to protecting its proprietary intellectual property and information and is subject to third-party claims that SRM the Company is infringing on their intellectual property rights, either of which could adversely affect SRM’s the Company’s business, financial condition, and results of operations.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
SRM’s The Company’s failure to protect its proprietary intellectual property and information, including with respect to any successful challenge to SRM’s the Company’s ownership of its intellectual property or significant infringements of its intellectual property, could have an adverse effect on SRM’s the Company’s business, financial condition, and results of operations.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedRisk Factors
Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a) (2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), Act, for complying with new or revised accounting standards.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
Tron Inc. (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. The products are distributed worldwide at Walt Disney Parks and Resorts, Universal Parks and Destinations, United Parks and Resorts – SeaWorld, Six Flags and other attractions.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
Tron Inc. is a Nevada corporation that was incorporated on April 22, 2022. SRM Entertainment Limited (“SRM Ltd”), a limited company was incorporated in the Hong Kong Special Administrative Region of the People’s Republic of China on January 23, 1981. The Company acquired SRM Ltd on August 14, 2023. The consolidated companies are collectively referred to as the Company.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
On June 16, 2025, we entered into the June Securities Purchase Agreement (as defined below) with Bravemorning (as defined below). On 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. 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%. Mr. Weike Sun, who is a director of the Company, is the sole shareholder of Bravemorning. See “Recent 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.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
On December 29, 2025, the Company announced an $18 million strategic equity investment from Justin Sun (“December Investment”). The closing of the December Investment occurred on January 8, 2026. See “Recent Developments” for more information on this transaction.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
The 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.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
We 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.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
The 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:

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
cash and cash equivalents and short-term investments (“Cash Assets”) held by us that exceed working capital requirements; and 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 Cash Assets.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
The 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).

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
(i) Governance of TRON blockchain: By staking their TRX token holdings, TRX token holders will be able to vote for super representative candidates. 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.

Read it in 10-K 2026-03-25 at sec.gov ↗

AddedMD&A
(ii) 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.

Read it in 10-K 2026-03-25 at sec.gov ↗

RemovedMD&A
identify the contract with a customer; identify the performance obligations in the contract; determine the transaction price; allocate the transaction price to performance obligations in the contract; and recognize revenue as the performance obligation is satisfied.

Read it in 10-K 2025-03-31 at sec.gov ↗

RemovedMD&A
launch sales initiatives, fund our operations and working capital requirements, develop and execute our product development and market introduction plans, fund research and development efforts, and pay any expense obligations as they come due.

Read it in 10-K 2025-03-31 at sec.gov ↗

RewordedMD&A
During the year ended December 31, 2024 and 2023, 2025, we raised net proceeds of $2,501,255 and $5,168,325, respectively $11,440,137 from the sale of securities. securities and exercise of warrants and options.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
Denominator for basic earnings per share - Weighted-average 11,623,191 7,688,523 shares of common stock issued and outstanding during the period 102,635,573 11,623,191 Denominator for diluted earnings per share 102,635,573 11,623,191 7,688,523 Basic (loss) per share $ (0.16) $ (0.37) $ (0.27) Diluted (loss) per share $ (0.16) $ (0.37) $ (0.27)

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
(vi) (vii) stock based compensation of $1,861,743 consisting primarily of investor relations and public awareness campaign and the fair value of stock options granted to officers, directors and employees. employees; and (viii) net interest expense of $4,548.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
Expenses during 2024 2025 were higher lower than the same period in 2023 2024 due primarily to increased stock based decreased stock-based compensation related to investor relations and public awareness campaign and the fair value of stock options granted to officers, directors and employees and other costs associated with our company being listed and traded on Nasdaq.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
Net cash used in our operating activities of $2,856,359 during $ 1,443,401during the year ended December 31, 2024, 2025, was primarily due to our operating loss of $4,339,345 $2,527,567 offset by $1,861,743 $488,966 of stock-based (non-cash) compensation.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
We generated $4,311,382 $4,740,551 in revenues for the year ended December 31, 2024 2025 compared to $5,760,533 $4,311,382 revenues for the year ended December 31, 2023. 2024.

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
(v) (vi) general and administrative expenses of $1,667,548, $584,311, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses;

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
(v) (vi) general and administrative expenses of $1,667,548, $593,535, consisting of payroll and related taxes, travel, meals and entertainment, office supplies and expense and other normal office and administration expenses;

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
(vi) (vii) stock based compensation of $1,861,743 $488,966 consisting primarily of investor relations and public awareness campaign and the fair value of stock options granted to officers, directors and employees. employees;

Read it in 10-K 2026-03-25 at sec.gov ↗

RewordedMD&A
As used in this annual report and unless otherwise indicated, the terms “we”, “us”, “our”, “SRM” “Tron” and the “Company” mean SRM Entertainment, Tron Inc. and its consolidated subsidiary unless the context dictates otherwise.

Read it in 10-K 2026-03-25 at sec.gov ↗

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