8-K

UNITED S TATES

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

September 15, 2022

Date of Report (Date of earliest event reported):

(954) 742-3001

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Securities Act:

T-REX Acquisition Corp. is referred to herein as “T-REX”, “we”, “our”, or “us”.

Item 8.01. Other Events.

On September 15, 2022, T-REX Acquisition Corp. (the “Company”) issued a press release setting forth T-REX Acquisition Corp. Operations Update. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Item 8.01 and Exhibit 99.1, attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended whether made before or after the date hereof and irrespective of any general incorporation language in any filings.

Forward Looking Statements

Certain statements made herein, including, for example, statements regarding the benefits of the transaction, certainty of the transaction, the anticipated timing of the transaction and future results or expectations of the Company, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. These forward-looking statements typically include words such as “believes,” “expects,” “plans,” “intends,” “estimates,” “projects,” “could,” “may,” “will,” “should,” or “anticipates” or the negatives thereof, other variations thereon or comparable terminology. No assurance can be given that future results expressed or implied by the forward-looking statements will be achieved, and actual results may differ materially from those contemplated by the forward-looking statements. Such statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, many of which are beyond our control, and are not guarantees of future results or achievements. Consequently, no forward-looking statements may be guaranteed and there can be no assurance that the actual results or developments anticipated by such forward looking statements will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company or its businesses or operations. As a result, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements.

Additional information concerning these and other factors that could affect our forward-looking statements, see our risk factors, as they may be amended from time to time, set forth in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and in any subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K or other filings with the SEC. Our SEC filings are available publicly on the SEC’s website at www.sec.gov, on the Company’s website at https://trex-acq.com or by contacting the investor relations department of the Company. Except to the extent required by applicable law, we disclaim any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with the Form 8-K:

SIGNATURE

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

trxa_ex991.htm EXHIBIT 99.1

T-REX Acquisition Corp. Operations Update

PLANTATION, Fla., Sept. 15, 2022 /PRNewswire/ -- T-REX Acquisition Corp. ("Company") has successfully met several operational milestones since the Company's last press release on March 14, 2022. Our virtual asset mining program, through our wholly-owned subsidiary Raptor Mining LLC, has successfully mined Bitcoin at a co-location facility in Tampa, Florida.

In March 2022, the Company closed an initial Private-Investment-in-a-Public-Entity ("PIPE") offering where the Company sold units at $0.75 per unit with each unit consisting of one common share and one warrant exercisable at $1.50.

In April 2022, the Company's shareholders voted to increase the Company's authorized shares from 150 million to 350 million and added 20 million blank check preferred shares. Additionally, the shareholders nominated three persons to the Board of Directors. Frank Horkey and Michael Christiansen who both accepted Board positions and a third nominee who withdrew his name citing personal reasons.

On July 1, 2022, the Company's Board of Directors re-appointed Frank Horkey as our President and added Michael Christiansen as our Secretary/Treasurer. Both shall serve in their respective capacities for the 2023 fiscal year.

On August 31, 2022, T-REX Acquisition filed a Form S-1 registration statement with the Securities and Exchange Commission ("SEC") which became effective on September 8, 2022. Readers can view the Company's final prospectus here.

President, Frank Horkey remarked "Over the past six-months, not only has T-REX Acquisition Corp.'s pilot program in the crypto currency mining space proven successful, but we have also taken great measures to reinforce our corporate foundation and set the stage for our next surge of growth. We are prepared to really ramp up our core business of mining crypto currencies and are uniquely positioned to expand into new verticals.

Forward-Looking Statements

This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "target," and similar expressions and variations or negatives of these words. These forward-looking statements, which reflect management's expectations regarding future events and operating performance and speak only as of the date of this press release. These forward-looking statements are not guarantees of future performance or events and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results and events to differ materially from such statements. Factors can be found in the Company's filings with the Securities and Exchange Commission. There can be no assurance that management's expectations, beliefs, events, or projections will result or be achieved or accomplished. The Company undertakes no obligation to update or revise such forward-looking information, whether as a result of new information, future events or otherwise, except as may otherwise be required by law.

This announcement does not constitute an offer of securities for sale or a solicitation of an offer to purchase securities in any jurisdiction nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

Media Contact:

Frank Horkey, CEO

(954) 742-3001

fhorkey@trex-acq.com