SecProbe.io

August 12, 2025
Richard Miller
Chief Executive Officer
Tron Inc.
941 W. Morse Blvd. Suite 100
Winter Park, FL 32789
Re:Tron Inc.
Registration Statement on Form S-3
Filed July 28, 2025
File No. 333-288986
Dear Richard Miller:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary
Our Business
TRX Tokens Treasury, page 4
We note that the Company has adopted a Tron-focused Treasury Reserve
Policy. Please provide a materially complete description of TRX and your treasury
strategy. In that regard:
•Provide a discussion of the material aspects of your treasury strategy and how you
intend to generate profit through this strategy.
•Describe the use case for TRX including its intended purpose, use and/or
function.
Provide a discussion of TRX "tokenomics," discussing the past and current supply
of TRX, how new TRX is created, any burn mechanism, the amount of •1.

August 12, 2025
Page 2
TRX locked up and the related unlocking schedule, and any inflationary or
deflationary mechanism.
•Include a discussion of the TRON ecosystem and a description of the lifecycle of
the TRX token.
•Disclose the material terms of your custody arrangements with BiT Global Trust
Limited and file the agreement as an exhibit.
•Provide a materially complete description of your planned staking program,
policies and procedures, including the percentage staked.
•Disclose the material terms of your staking arrangement with JustLend and file
the agreement as an exhibit.
•Disclose the material terms of the Advisory Agreement with Justin Sun and the
Advisory Agreement with American Ventures LLC.
•Clarify the relationship that the Company has with the TRON DAO. In this
regard, we note that the Company has entered into an Advisory Agreement with
Justin Sun, Weike Sun is the sole shareholder of the Investor and a member of the
board of directors, and Zihong Liu, senior advisor to Tron DAO, is also a member
of the board of directors. Refer to the instruction to Item 501(b)(1) of Regulation
S-K.
2.We note your disclosure that you currently hold 365,096,845 TRX tokens. We also
note your disclosure on page 31 that the TRX tokens in the Treasury Wallet are
currently “staked” on JustLend, a DeFi protocol, in exchange for sTRX, a derivative
token that represents the “staked” TRX tokens. Please revise your disclosure to
specify the amount of TRX and sTRX you currently hold.
Risk Factors
Risks Related to Our TRX Token Strategy and Holdings, page 26
3.Please revise your disclosure to include a description of the current status of SEC
litigation involving TRX and, to the extent material, disclose the risks attendant
thereto. In addition, we note your disclosure on page 32 that “neither the SEC nor any
other U.S. federal or state regulator has publicly stated whether they agree that the
TRX token is a ‘security.’” Please revise this statement to disclose the pending SEC
litigation regarding the unregistered offer and sale of TRX.
Exhibits
4.We note that you plan to file the Form of Senior Debt Indenture and the Form of
Subordinated Debt Indenture as a post-effective amendment or as an exhibit to a
document filed under the Securities Exchange Act. In order to qualify
your indenture under the Trust Indenture Act of 1939 you must have a form
of indenture on file at time of effectiveness of the registration statement. Please file by
pre-effective amendment a form of indenture as an exhibit to your registration
statement. See Trust Indenture Act Compliance and Disclosure Interpretation 201.02.

August 12, 2025
Page 3
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Irene Paik at 202-551-6553 or Sandra Hunter Berkheimer at 202-551-
3758 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Theodore H. Paraskevas, Esq