Tron Inc 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2025 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:01-41768 TRON INC.(Exact name of registrant as specified in its charter) 941 W Morse BlvdSuite 100Winter Park, FL 32789(Address of principal executive offices, including zip code) (Registrant’s telephone number, including area code) Title of each classTrading SymbolName of exchange on which registeredCommon Stock, $.0001 par value per shareTRONNasdaq Securities Registered Pursuant to Section 12(g) of the Exchange Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such fi les). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ Smaller Reporting Company☒ Emerging Growth Company☒ Accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of June 30, 2025, there were 27,425,983 shares of the registrant’s common stock, par value $0.0001 per share, issued and outstanding, ofthese, 13,063,882 shares were held by non-affiliates of the registrant. The market value of securities held by non-affiliates was $101,245,086 asof June 30, 2025, based on the closing price of $7.75 for the registrant’s common stock on June 30, 2025. The number of shares outstanding of each of the registrant’s classes of common stock, as of March 24, 2026, was 274,382,064. TABLE OF CONTENTS PART I4ITEM 1. BUSINESS4ITEM 1A. RISK FACTORS14ITEM 1B. UNRESOLVED STAFF COMMENTS39ITEM 1C. CYBERSECURITY39ITEM 2. PROPERTIES40ITEM 3. LEGAL PROCEEDINGS40ITEM 4. MINE SAFETY DISCLOSURES.40PART II41ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OFEQUITYSECURITIES41ITEM 6. RESERVED41ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS42ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK51ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA51ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURES51ITEM 9A. CONTROLS AND PROCEDURES52ITEM 9B. OTHER INFORMATION52PART III53ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE53ITEM 11. EXECUTIVE COMPENSATION57ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT58ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE59ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES59PART IV60ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES60SIGNATURES632 Table of Contents This Annual Report on Form 10-K includes the accounts of Tron Inc. (formerly SRM Entertainment, Inc.), a Nevada corporation(“Tron”). References in this Report to “we”, “our”, “us”. “Tron”, or the “Company” refer to Tron Inc. and its consolidated subsidiary unless thecontext dictates otherwise. FORWARD LOOKING STATEMENTS Certain statements in this report, including information incorp