SecProbe.io

CORRESP
1
filename1.htm

October
17, 2025

Via
Edgar Transmission

Ms.
Irene Paik / Ms. Sandra Hunter Berkheimer

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

Washington,
D.C. 20549

    Re:

    Tron
                                            Inc. (the “Company”)

    Amendment
    No. 1 to Registration Statement on Form S-3

    Filed
    August 22, 2025

    File
    No. 333-288986

Dear
Ms. Paik / Ms. Berkheimer,

We
hereby provide a response to the comments issued in a letter dated September 11, 2025 (the “Staff’s Letter”) regarding
the Company’s Registration Statement on Form S-3 (the “Registration Statement”). Contemporaneously, we are filing the
revised Registration Statement via Edgar (the “Amended S-3”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended S-3, we have responded to the
comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Amendment
No. 1 to Registration Statement on Form S-3 Prospectus Summary

General

 1. We
                                            note that Justin Sun posted on X on July 25, 2025, “The Nasdaq [listing] is just the
                                            starting point for our listing. The Nasdaq 100 Index, including Nvidia, Apple, and Google,
                                            is our target. We aim to become part of the Nasdaq 100 Index within three years—that’s
                                            the goal we’re pursuing!” We also note that Justin Sun rang the opening bell
                                            for Nasdaq on behalf of the company on July 24, 2025. Please tell us, with a view toward
                                            disclosure, whether Justin Sun is an executive officer of the company. Please refer to Rule
                                            3b-7 of the Securities Exchange Act of 1934.

Response:
In response to the Staff’s comment, the Company respectfully advises the Staff that Mr. Justin Sun does not serve as an executive
officer of the Company within the meaning of Rule 3b-7 under the Exchange Act. More specifically, Mr. 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. The Company’s advisory agreement with
Mr. Justin Sun provides that he will advise the Company in the capacity of an independent contractor, and will provide such services
to the Company as may be directed by the Company’s board of directors, and that his performance of such services shall be subject
to the Company’s final approval.

The
Company further respectfully advises the Staff that Mr. Justin Sun’s X post referred to in the Staff’s comment
was published on his personal X account, and does not represent the views or opinions of the Company. The Company did not comment on
or repost the post. We believe that the post was only intended to be a personal message from Mr. Justin Sun as an advisor
wishing the Company to continue to grow.

On
July 24, 2025, the Company rang the Nasdaq Stock Market Opening Bell. To mark the occasion, the Company invited Mr. Justin Sun to ring
the Opening Bell alongside the Company’s management team. Given Mr. Justin Sun’s role as the Company’s advisor
and the founder of TRON, the Board believes that his presence can demonstrate the support from the TRON blockchain community for
the Company’s strategic transformation into a TRON treasury strategy company. It can also demonstrate the Company’s commitment
to aligning closely with the TRON blockchain ecosystem and its dedication to outreach with the TRON blockchain community.

Cover
Page

 2. We
                                            note your response to prior comment 1. Please include disclosure on the cover page briefly
                                            describing the company’s business and clarifying the incidental relationship between
                                            the company and the TRON DAO and TRON blockchain ecosystem. Please refer to Instruction to
                                            paragraph 501(b)(1) of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and on page 7 of the Amended
S-3.

Prospectus
Summary

TRX
Tokens Treasury, page 4

 3. Where
                                            you disclose that TRON was founded in 2017, please also disclose that it was founded by Justin
                                            Sun and describe his continued involvement in the TRON network.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 6 and 7  of the Amended S-3.

 4. We
                                            note your disclosure on page 5 that the company holds the treasury tokens in a self-managed
                                            wallet set up by BiT Global. Please expand your disclosure to address the following:

 ● We
                                            note your disclosure that the “wallet is safely kept in a secure location controlled
                                            by BiT Global.” Please disclose the geographic location where the private keys are
                                            located.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 5 of the Amended S-3.

 ● Discuss
                                            any insurance coverage you have for your treasury tokens, including whether BiT Global provides
                                            insurance coverage, the amount of coverage, any coverage limitations, and any risks attendant
                                            thereto.

Response:
There is currently no insurance coverage on the treasury tokens. The Company has accordingly revised page 5 of the Amended
S-3. The Company also has revised pages 13 and 34 of the Amended S-3 in connection with the risk factors attendant to this
issue.

 ● We
                                            note your disclosure that “[t]he Company retains sole control of the wallet and private
                                            keys.” Please identify the person(s) that have access to the treasury tokens and have
                                            the authority to release the tokens from your wallet and whether any persons (e.g., auditors,
                                            etc.) are responsible for verifying the existence thereof. Also clarify whether any insurance
                                            providers have inspection rights associated with the crypto assets held in storage.

Response:
In response to the Staff’s comment, the Company respectfully submits that the identity of the controller(s) of the wallet and private
keys is a highly confidential matter. The Company has revised the disclosure on page 5 of the Amended S-3 in response to the Staff’s
comment.

 5. Please
                                            expand your disclosure regarding the company’s staking program to address the following:

 ● We
                                            note your disclosure that “[t]he Company has currently staked nearly 100% of TRX tokens
                                            in its treasury into sTRX tokens.” Please revise to clarify what “nearly 100%”
                                            means and tell us whether you have any policies or procedures in place that govern the percentage
                                            of TRX tokens that will be turned into sTRX tokens.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 7 of the Amended S-3.

 ● We
                                            note your disclosure that “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.”
                                            Please clarify whether the remaining 67,533,554 TRX tokens were not converted into sTRX.
                                            Please also disclose the unbonding period for TRX tokens to the extent applicable.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 7 of the Amended S-3.

The
Company respectfully wishes to make the following clarifications to the Staff’s comment:

  -
  The
  sTRX token is not fixed at a 1:1 conversion ratio with the TRX token. The 365,096,800 TRX tokens of the Consideration Tokens were “staked”
  and converted into approximately 297,543,246 sTRX based on the real-time conversion ratio at the time of conversion according to the
  JustLend webpage (https://app.justlend.org/strx?lang=en-US). Therefore there were no remaining 67,533,544 TRX tokens after this transaction
  was completed.

 - According
                                            to the JustLend DAO documentation, users who “unstake” (or using the terminology
                                            in the Staff’s Letter, “unbonding”) their sTRX must wait 14 days before
                                            they can withdraw the unstaked TRX by clicking “Withdraw” on the same page.

 ● We
                                            note your disclosure that the company has staked and plans to continue to stake TRX tokens
                                            to “earn enhanced staking yield from both standard TRX staking and energy rental.”
                                            Please explain the difference between standard TRX staking and energy rental and how each
                                            operates.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 7 of the Amended S-3.

 ● Please
                                            disclose what the company intends to do with the sTRX tokens it receives from JustLend. To
                                            the extent these activities present additional risks, please consider updating your risk
                                            factor disclosures.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 6 and 32 of the Amended
S-3.

 ● Please
                                            disclose the characteristics of the sTRX tokens and how they differ from TRX tokens.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 7 of the Amended S-3.

 ● Please
                                            discuss how staking rewards are distributed, including the amounts or percentages distributed
                                            to the company, BiT Global, JustLend, and any other party that receives a fee or distributions
                                            in connection with staking, as applicable.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 5 of the Amended S-3.

 ● Please
                                            disclose with more specificity the role of JustLend in the company’s staking program.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 7 of the Amended S-3.

 ● We
                                            note that the company holds the treasury tokens in a self-managed cold wallet. Please clarify
                                            whether the company engages in offline staking.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 5 of the Amended S-3.

 6. Please
                                            revise to disclose whether you have any material agreements with counterparties related to
                                            purchase and sales of TRX tokens, and, if so, please identify the counterparties and disclose
                                            the material terms of your agreements with your counterparties.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 6, 13 and 36-37 of the Amended
S-3.

 7. We
                                            note your disclosure on page 7 that the company has entered into a Financial Advisory Agreement
                                            under which the Advisor will “explore opportunities involving holding tokens, primarily
                                            TRX Tokens,... identifying additional revenue-generating verticals within that ecosystem.”
                                            Please revise to clarify whether the primary focus of the business will be to accumulate
                                            TRX tokens and benefit from its appreciation and staking rewards, or whether the TRX token
                                            reserve will be used to support or finance other operating activities. In addition, please
                                            revise to clarify whether there are plans to hold any other crypto assets.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 5, 6 and 7 of the Amended S-3.

 8. Please
                                            expand your disclosure to describe the policies and procedures you have in place or intend
                                            to adopt that govern when you exchange cash for TRX tokens and when you monetize your TRX
                                            tokens. In addition, please disclose whether you intend to hedge your TRX token exposure,
                                            and, if so, please describe your hedging strategy.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 7 of the Amended S-3.

 9. Please
                                            expand your discussion of the TRON network and describe any material updates that have occurred
                                            or are planned to occur.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 6 of the Amended S-3.

Risk
Factors

We
may regularly encounter potential conflicts of interest, page 26

 10. We
                                            note your disclosure that potential conflicts of interest may arise from relationships that
                                            you identify under this heading. Please expand this disclosure to address whether any conflicts
                                            of interests may arise from Justin Sun’s relationship to the company and the TRON network,
                                            BiT Global, and JustLend, to the extent applicable. In this regard, we also note news reports
                                            indicating that Justin Sun owns the majority of the supply of TRX tokens. If true, please
                                            disclose this fact, and any risks or conflicts of interests attendant thereto.

Response:
 As stated on page 27 of the Amended S-3, the Company believes that a conflict of interest can arise in the
following scenarios:

“A
conflict of interest occurs when an individual’s private interest (or the interest of a member of his or her family or close friend(s)
or business associate(s)) interferes, or even appears to interfere, with the interests of our company as a whole. A conflict