8-K

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 6, 2025.

(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):

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 6, 2025, the Company , a growth stage, multi-tiered, vertically integrated crypto-mining business, through its wholly owned subsidiary,  Megalodon Mining and Electric LLC, a Florida Limited Liability Company (“Megalodon”) completed the acquisition of substantially all the assets of Peak Digital Solutions LLC, a Delaware Limited Liability Company “Peak Digital’) for the purchase price of $500,000. Pursuant to the purchase agreement terms, we remitted an initial payment of approximately $33,000 in November 2024 and a second payment of approximately $207,000 on March 6, 2025. The final ballon payment of approximately $260,000 is due to Peak Digital 90 days from the date of the Closing of March 6, 2025. The $260,000 note is secured by a recorded Deed of Trust.

Our Chief Executive Officer, Frank Horkey, provided the financing for the Megalodon acquisition and for working capital purposes through 3 promissory notes between the Company (as the Borrower) and Frank Horkey (as the Lender), as follows: 1) a sixty day promissory note dated February 3, 2025 in the amount of $70,000 for working capital, accruing interest at a rate of 6% per annum; 2) a sixty day promissory note dated March 6, 2025 in the amount of $35,000 for working capital , accruing interest at a rated of 6% per annum; and 3) a 12 month promissory note for $207,000 for the Peak Digital acquisition accruing interest at a rated of 12% per annum. The 12-month note is secured by a recorded Deed of Trust.

ITEM 9.01. EXHIBITS

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.

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EXHIBIT 99.1

T-REX Acquisition Corp. Completes Asset Acquisition of Peak Digital Solutions LLC

Today, T-REX Acquisition Corp. (PINK: TRXA), a growth stage, multi-tiered, vertically integrated crypto-mining business, through its wholly owned subsidiary, Megalodon Mining and Electric, LLC, a Florida Limited Liability Company, announces the completion of its asset purchase of Peak Digital Solution LLC (“Peak Digital”).

Peak Digital is a provider of proprietary and co-location services based in Orofino, Idaho. Its assets consist of a turnkey crypto mining operation, including an approximately 6,000 square foot facility, racks, cooling and operational systems serving a co-location tenants currently occupying one third of the total rack space. T-REX anticipates utilizing the remaining two-thirds for its own proprietary Bitcoin mining operations.

“After consolidating our disparate mining operations at co-locations in Tampa, Florida and Cedar Rapids, Iowa, T-REX has set its sights on acquiring established turn-key mining and co-location operations and land development to establish new locations to our portfolio of properties. We continue to source new opportunities to satisfy our expanding need for reliable, cost effective, and scalable electricity, not only for our own crypto-mining needs,  but also for our expanding list of co-location tenants”, Frank Horkey, President of T-REX Acquisition Corp. said.

By acquiring Peak Digital’s assets, T-REX opens a new chapter in its corporate development. “We will be able to increase our gross profit margins on our proprietary Bitcoin mining operations through the reduction of our electrical cost at our new facility” Horkey remarked. “Further, we have opened a new income generating vertical by becoming the co-location host where before we were the customer”.

About TRXA: T-REX Acquisition Corp.: is a growth stage, multi-tiered vertically integrated cryptocurrency mining business. T-REX has a wholly owned subsidiary, Raptor Mining LLC, designated for proprietary Bitcoin mining and trading for its own account. Its wholly owned subsidiary Megalodon Mining and Electric, LLC is the host of its data centers and provides co-location support and management to crypto currency miner groups.

The information contained in this publication does not constitute an offer to sell or solicit an offer to buy securities of T-Rex Acquisition Corp. (the “Company”). This publication contains forward-looking statements, which are not guarantees of future performance and may involve subjective judgment and analysis. As such, there are no assurances that the Company will meet its expectations with respect to its future sales volume and profit margins. The information provided herein is believed to be accurate and reliable, however the Company makes no representations or warranties, expressed or implied, as to its accuracy or completeness. The Company has no obligation to provide the recipient with additional updated information. No information in this publication should be interpreted as any indication whatsoever of the Company’s future revenues, results of operations, or stock price.