8-K
T-REX Acquisition Corp. (TRXA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 7, 2025
| T-REX Acquisition Corp. | ||
|---|---|---|
| (Exact name of Registrant as specified in its charter) | ||
| Nevada | 000-56528 | 26-1754034 |
| --- | --- | --- |
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 151 N. Nob Hill Road Suite 402<br><br>Plantation, FL | 33324 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
(954) 960-7100
Registrant’s telephone number, including area code
__________________________________________
(Former name or address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) |
| ☐ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Ace (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act of (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
T-Rex Acquisition Corp is referred to herein as “we”, “our”, “us” or the “Company”
Item 8.01 Other Events
On March 7, 2025, we will send our shareholders the attached shareholder letter.
The information in this Current Report on Form 8-K with respect to Item 8.01 (including the Shareholder Letter filed herein as Exhibit 99.1) is being furnished pursuant to Item 8.01 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K (including Exhibit 99.1) will not be deemed an admission as to the materiality of any information contained herein.
ITEM 9.01. EXHIBITS
| Exhibit No. | Description |
|---|---|
| 99.1 | March 7, 2025, Shareholder Letter |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
| 2 | |
| --- |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| T-REX ACQUISITION CORP. | ||
|---|---|---|
| Date: March 7, 2025 | By: | /s/ Frank Horkey |
| Name: | Frank Horkey | |
| President | ||
| 3 | ||
| --- |
trxa_ex991.htm EXHIBIT 99.1
T-REX Acquisition Corp.
151 N. Nob Hill Road Suite 402
Plantation, Florida 33324
(954)960-7100
March 7, 2025
Re: Warrant Redemption
Dear Shareholder:
We hope this letter finds you well. We have been extremely busy over the past few years honing our model to combine our business activities, including proprietary crypto currency mining, co-location support, mining container fabrication, and sales.
In an effort to minimize the Company’s outstanding warrants that are potentially dilutive to our capital structure, (from approximately 11.5 million to less than 3 million) we are offering existing warrant holders of record the opportunity to voluntarily convert their current warrant positions into a reduced number of fully paid shares without the need to remit the cash component normally required to exercise. This initiative is intended to streamline our capitalization structure. The forgoing transactions will be conducted pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.
Attached, please find your customized offer, which outlines the redemption terms specific to the warrants you currently hold. Participation in this exchange is voluntary, and we encourage you to carefully review the terms before making a decision.
We are making this conversion available for a period of twenty (20) calendar days from the date hereof. Should you wish to take advantage of this one-time offer, please execute the attached conversion agreement/warrant retirement agreement and return it to us at: info@t-rexminingsolutions.com. Upon receipt, we will issue the corresponding number of shares and retire your warrants.
This letter is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Any such offer will be made solely through appropriate legal documentation. Forward-looking statements in this letter, including those related to our business model and warrant exchange, involve risks and uncertainties. Actual results may differ due to various factors, including market conditions and regulatory considerations. We recommend that you consult with your financial and legal advisors before making any investment decisions.
Should you have any questions regarding this offer or require any other corporate information, please feel free to contact me directly at 954-960-7100 or review our corporate filings on the www.sec.gov website.
Sincerely,
Frank Horkey
President
www.t-rexminingsolutions.com