SecProbe.io

CORRESP
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filename1.htm

August
22, 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”)

    Registration
    Statement on Form S-3

    Filed
    July 28, 2025

    File
    No. 333-288986

Dear
Ms. Paik / Ms. Berkheimer,

We
hereby provide a response to the comments issued in a letter dated August 12, 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.

Registration
Statement on Form S-3 Prospectus Summary

Our
Business

TRX
Tokens Treasury, page 4

 1. 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 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.

Response:
In response to the Staff’s comment, the Company revised the relevant disclosures on pages 4-7 of the Revised S-3. TRON
DAO is a decentralized autonomous organization launched in December 2021 that embodies the principle of community-driven governance and
development, where TRX holders can participate in the governance process through voting on proposals and electing representatives.

Certain
directors of the Company have ties with the TRON blockchain ecosystem. For example, Weike Sun is the father of Justin Sun, the founder
of TRON. Zhihong Liu has been a senior advisor to TRON DAO while Zi Yang is associated with Tronscan, the official internet explorer
for Tron blockchain.

While
there are crossover relationships, there is no direct relationship between the Company and the TRON DAO. The Company’s name merely
recognizes that it has adopted a treasury strategy focused on TRX, the native token of the TRON blockchain. The TRON DAO, by contrast,
is the decentralized autonomous organization that, since 2021, oversees the development of the TRON blockchain network. Justin Sun, our
advisor, founded the TRON blockchain in 2017 and oversaw its development prior to the establishment of the TRON DAO in 2021. Super Representatives,
elected by the community of TRX holders and acting by consensus are the sole decision makers for the TRON DAO. While it is possible that
developments to the TRON blockchain, as directed and agreed by the TRON DAO, could affect consumer use of or market perception about
TRX, and thus impact our business, the relationship to the Company is incidental.

 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.

Response:
In response to the Staff’s comment, the Company revised the relevant disclosures on page 6 of the Revised S-3.

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.

Response:
In response to the Staff’s comment, the Company revised the relevant disclosures on page 28 of the Revised S-3.

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.

Response:
In response to the Staff’s comment, the Company has filed a form of indenture as Exhibit 4.3 of the Revised S-3.

*
* *

Please
reach Ted Paraskevas, the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Richard Miller

    Richard
    Miller

    Chief
    Executive Officer