🌟Brother Sun takes the mainstream stage, see how Tron navigates capital shell in U.S. stocks🌟
@justinsuntron
1️⃣Transaction Terms and Structure
🚀In June 2025, SRM Entertainment (Nasdaq code: SRM) announced that it had reached a PIPE transaction worth $100 million with a private investor, providing funding support for its business strategic transformation and the basis for governance structure reorganization. According to the disclosed details, the transaction is structured with convertible preferred shares and warrants:
🚀Preferred Share Issuance: SRM will issue 100,000 shares of Series B convertible preferred stock, with a conversion price of $0.50 per share, corresponding to 200 million shares of common stock. According to Nasdaq regulations, the shares held by investors before conversion will not exceed 19.99% of the currently issued share capital; full conversion is permitted after shareholder approval.
🚀Warrant Issuance: 220 million warrants will be issued simultaneously with an exercise price of $0.50, which can be exercised immediately, with a term of two years. If fully exercised, it will further expand the common equity capital.
🚀Payment Method and Valuation Basis: The total investment of $100 million will be paid in TRON tokens (TRX), converted based on the closing market price on June 15, 2025, with the funds deposited into a custodial wallet controlled by the SRM board of directors.
🚀Transaction Dilution Effect: In the initial funding stage, investors will receive approximately 92.6% dilution based on the original circulating share capital of 17.24 million shares; if all warrants are exercised, the total investment scale will increase to $210 million, with potential new equity of 420 million shares, amplifying the original equity by 23.36 times, and the original shareholders' minimum holding ratio will decrease to 3.94%.
🚀Governance Structure Adjustment and Control Intent: After the transaction is completed, SRM will be renamed “Tron Inc.”. At the same time, the company’s board of directors will undergo significant restructuring: all original directors will resign, and the sole shareholder of the investment party, Weike Sun, will serve as chairman, with two new directors, Liu Zhihong and Yang Zi. Previously, TRON founder Justin Sun has been appointed as a company advisor. This governance structure adjustment will formally implement TRON's control within the SRM entity.
🚀The total transaction value cap is $210 million, with Dominari Securities serving as the exclusive agent for the placement. Although SRM did not specify the investor background, public information indicates that the funds come from entities controlled by the TRON Group, having clear strategic synergy objectives.
2️⃣Implementation Path and Timeline
🚀The transaction will be announced on June 16, 2025, and will take effect immediately. According to the company announcement and market disclosure, subsequent key time nodes and implementation arrangements are as follows:
🚀In the short term (June 2025): The investor must complete the TRX token injection by June 30, and SRM will hold a special shareholders' meeting by the end of this month to discuss core matters such as preferred share conversion, company renaming, and board personnel changes. The current board has completed its initial restructuring, and Weike Sun has assumed the position of chairman.
🚀Mid-term planning (next 12 months): After the completion of the transaction settlement, the company will initiate the “TRON Treasury Strategy,” which involves holding TRX tokens and participating in staking plans to generate income. Management expects that the TRX treasury income will become the core revenue source for SRM's new phase, and the company also plans to introduce a shareholder dividend mechanism to share staking income. In addition, SRM will officially rename itself to “Tron Inc.” in the second half of 2025, positioning itself as the capital operation platform of the TRON ecosystem.
🚀Long-term development (2025–2026): The exercise period of the warrants is two years, and TRON will decide whether to add an additional $110 million investment based on market performance and regulatory progress. If fully exercised, it will significantly enhance its control in Tron Inc. and bring additional funds or equivalent digital assets injection to the company.
🚀From a regulatory perspective, although this shell acquisition path can complete the listing conversion more quickly than a traditional IPO, it still needs to address the SEC's subsequent compliance review and the progress of historical allegations against Justin Sun. Considering TRON's current market share and technological foundation in the stablecoin cross-border settlement field, if the integration goes smoothly, “Tron Inc.” is expected to become the first publicly listed crypto company in the U.S. fully anchored in blockchain asset operations, achieving financial transparency.
3️⃣Lessons for Crypto Projects
Brother Sun's move has been compared by many media outlets to MicroStrategy, but in my view, its significance is entirely different. Brother Sun has opened up a model for crypto projects to reverse acquire U.S. stock shells, providing high market value projects with an additional exit channel: projects like Solana, Sui, and Hype can open up the U.S. stock market to attract compliant investors.
In addition, it provides project founders with a platform to expand their influence and engage with U.S. stock institutions, giving many founders hope for “going ashore.”
4️⃣Impact on Investors
In the short term, the sentiment of stock investors may surge, but in the long term, they will face the risk of significant dilution. Therefore, it is recommended to wait and see how Brother Sun will entice U.S. stock investors after completing the transaction.
The TRX token is worth paying attention to; on one hand, it does not face dilution issues, and on the other hand, it will also be the core asset continuously purchased by the future listed company, linking coins and stocks.
In the long term, I hope more projects can go public in the U.S. Since there is no compliant regulation in the crypto circle, manipulators and coin issuance groups 🈹 to the point of desolation, they must find a bigger pond to continue fishing.
(The picture shows Brother Sun winning over Trump)
The deeper you mix in the crypto circle, the more you feel: learn from Brother Sun, learn from um-hum.
