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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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TON Strategy Co (Name of Issuer) |
Common Stock, par value $0.0001 (Title of Class of Securities) |
(CUSIP Number) |
03/31/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Aristeia Capital, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,895,110.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.66 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
William R. Techar | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
467,928.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Anthony M. Frascella | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
467,928.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.83 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Robert H. Lynch, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,576.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.09 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Jonathan M. Hla | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,515.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
TON Strategy Co | |
| (b) | Address of issuer's principal executive offices:
3024 Sierra Juniper Court, Las Vegas, Nevada, 89138 | |
| Item 2. | ||
| (a) | Name of person filing:
Aristeia Capital, L.L.C., a Delaware limited liability company (the "Investment Adviser"), William R. Techar, Anthony M. Frascella and Robert H. Lynch, Jr., each individual a manager of the Investment Adviser, and Jonathan M. Hla (collectively with the Investment Adviser and the managers, the "Reporting Persons") . | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Aristeia Capital, L.L.C., One Greenwich Plaza, Suite 300, Greenwich, CT 06830. | |
| (c) | Citizenship:
Delaware for the Investment Adviser and United States for the other Reporting Persons | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Investment Adviser may be deemed the beneficial owner of 4,895,110 shares of Common Stock, par value $0.0001 ("Common Stock"), which is approximately 8.66% of the outstanding shares. Mr. Techar is the beneficial owner of 467,928 shares of Common Stock, which is approximately 0.83% of the outstanding shares. Mr. Frascella is the beneficial owner of 467,928 shares of Common Stock, which is approximately 0.83% of the outstanding shares. Mr. Lynch is the beneficial owner of 52,576 shares of common stock, which is approximately 0.09% of the outstanding shares. Mr. Hla is the beneficial owner of 10,515 shares of Common Stock, which is approximately 0.02% of the outstanding shares. The Reporting Persons may be deemed to be a "group" for the purposes of Section 13(d) of Securities Exchange Act of 1934, as amended, and such group would be deemed to be the beneficial owner of 5,894,057 shares of Common Stock, in the aggregate, which is approximately 10.43% of the outstanding shares. The above percentages were determined by dividing each Reporting Person's and the potentially deemed group's respective beneficial ownership by 56,530,617, which is the number of shares of Common Stock outstanding as of March 24, 2026, as reported in the Issuer's Form 10-K filed on March 31, 2026, with the Securities and Exchange Commission. | |
| (b) | Percent of class:
The Investment Adviser: 8.66%
Mr. Techar: 0.83%
Mr. Frascella: 0.83%
Mr. Lynch: 0.09%
Mr. Hla: 0.02% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Investment Adviser: 4,895,110
Mr. Techar: 467,928
Mr. Frascella: 467,928
Mr. Lynch: 52,576
Mr. Hla: 10,515 | ||
| (ii) Shared power to vote or to direct the vote:
Each of the Reporting Persons has shared power to vote or direct the vote of 0 shares of Common Stock. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The Investment Adviser: 4,895,110
Mr. Techar: 467,928
Mr. Frascella: 467,928
Mr. Lynch: 52,576
Mr. Hla: 10,515 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Each of the Reporting Persons has shared power to dispose or direct the disposition of 0 shares of Common Stock. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed to be a group pursuant to 240.13d-1(b)(1)(ii)(K). As stated in the cover pages, the Investment Adviser is a registered investment adviser. Each of Messrs. Techar, Frascella and Lynch are managers and control persons of the Investment Adviser. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 - Joint Filing Agreement |