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SCHEDULE 13D/A Filed 2026-04-13 Event 2025-08-27 SEC 0001493152-26-016392 →

Bravemorning Ltd Tron Inc. TRON

Stake: 88.50% Shares: 420,000,000 CUSIP: 85237B101 Class: Common Stock, par value $0.0001 per share

Item 4 — Purpose of Transaction

The information set forth in Items 3 and 6 of this Schedule 13D/A is hereby incorporated by reference into this Item 4. The Reporting Persons acquired the securities reported herein for the purposes of obtaining control of the Issuer. In connection with the transactions, (A) Hans Haywood and Gary Herman resigned as members of the Board; (B) Douglas McKinnon resigned as a member of the Board (Mr. McKinnon remains the Company's Chief Financial Officer. Mr. McKinnon's resignation as a member of the Board was not a result of any disagreements with the Company on any matter relating to the Company's operations, policies, or practices) and (C) Mr. Weike Sun, Zhihong Liu ("Mr. Liu"), and Zi Yang ("Mr. Yang") were appointed as members of the Board. Mr. Weike Sun was named Chairman of the Board. Mr. Liu and Mr. Yang were appointed to each of the Audit, Compensation, and Nominating and Corporate Governance Committees of the Board. Mr. Liu serves as chair of the Compensation Committee and Mr. Yang serves as chair of the Nominating and Corporate Governance Committee. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, subject to the terms and conditions of the Securities Purchase Agreement, may, from time to time, and at any time in the future, formulate plans or proposals depending on various factors, including the Issuer's financial position and strategic direction, corporate transactions, actions taken by the Issuer's Board of Directors, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market and general economic and industry conditions, and take such actions with respect to the investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D/A. Without limiting the foregoing and the subject to any transfer restrictions set forth in the Securities Purchase Agreement, the Reporting Persons may, from time to time, (i) acquire additional shares of Common Stock, other equity, debt, notes, other securities, or derivative, other instruments that are based upon or relate to the value of securities of the Issuer or any combination of the foregoing (collectively, the "Securities") in the open market, private transactions or otherwise; (ii) dispose of any or all of their Securities in the open market, private transactions or otherwise, including pursuant to registered transactions if and when such registered transactions are approved by the Issuer; (iii) engage in any hedging, derivative or similar transactions, including with respect to the Securities or otherwise; (iv) discuss with the Issuer's management, including the Board, the governance and strategic direction of the Issuer; or (v) propose or consider one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D/A. Shareholder approval of the Series B Preferred Stock voting and conversion rights was obtained and became effective on August 11, 2025; accordingly, the prior 19.99% limitation is no longer applicable. The Reporting Persons undertake no obligation to make additional disclosures except to the extent required by law.

Cross-References

Insider Activity (last 365d)
1 transaction
1 buys · 0 sales · 0 awards/exercises
Issuer Cluster
1 13D/G filings on this issuer
0 other filings besides this one
Filer Track Record
1 filings by this filer
0 other filings in the data moat
Short Interest · settle 2026-03-31
DTC 2.83
7,594,784 shares short · -5.1% vs prior

Form 4 Insider Transactions · last 365d

DateInsiderRoleTypeSharesPriceValue
2025-08-27 SUN Weike director, 10%+ owner Award 220,000,000 $0.50 $110.00M

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