8-K: T-REX Acquisition Corp. Acquires Assets of Peak Digital Solutions LLC

T-REX Acquisition Corp. finalizes the acquisition of Peak Digital Solutions LLC's assets, expanding its crypto-mining operations and co-location services.

Summary

• T-REX Acquisition Corp., through its subsidiary Megalodon Mining and Electric LLC, has completed the acquisition of substantially all the assets of Peak Digital Solutions LLC for $500,000.
• An initial payment of approximately $33,000 was made in November 2024, followed by a second payment of approximately $207,000 on March 6, 2025.
• A final balloon payment of approximately $260,000 is due to Peak Digital 90 days from March 6, 2025, secured by a Deed of Trust.
• The acquisition was financed by T-REX's CEO, Frank Horkey, through three promissory notes totaling $312,000.
• Peak Digital's assets include a 6,000 square foot facility in Orofino, Idaho, with racks, cooling, and operational systems, currently one third occupied by co-location tenants.
• T-REX plans to use the remaining two-thirds of the facility for its own Bitcoin mining operations.
• The acquisition is expected to increase gross profit margins on proprietary Bitcoin mining operations through reduced electrical costs.
• T-REX aims to establish new locations to its portfolio of properties.

Sentiment

Score: 7

Explanation: The document conveys a positive outlook due to the completion of the acquisition and the anticipated benefits of increased profit margins and expanded operations. However, the disclaimer regarding forward-looking statements and potential risks tempers the overall sentiment.

Positives

• The acquisition provides T-REX with a turnkey crypto mining operation and co-location services.
• T-REX expects to increase gross profit margins through reduced electrical costs.
• The company is expanding its income streams by becoming a co-location host.
• The acquisition provides T-REX with additional capacity for its own Bitcoin mining operations.
• T-REX is actively seeking new opportunities to expand its operations.

Risks

• The forward-looking statements are not guarantees of future performance.
• There are no assurances that the Company will meet its expectations with respect to its future sales volume and profit margins.
• The company makes no representations or warranties, expressed or implied, as to its accuracy or completeness.

Future Outlook

T-REX anticipates utilizing the acquired facility for its own Bitcoin mining operations and expanding its co-location services. The company continues to seek new opportunities to satisfy its need for reliable, cost-effective, and scalable electricity.

Management Comments

• Frank Horkey, President of T-REX Acquisition Corp., stated that the company is sourcing new opportunities to satisfy its expanding need for reliable, cost effective, and scalable electricity.
• Horkey remarked that by acquiring Peak Digitals assets, T-REX opens a new chapter in its corporate development and will be able to increase gross profit margins on proprietary Bitcoin mining operations through the reduction of electrical cost at the new facility.

Industry Context

The acquisition reflects a trend in the crypto-mining industry towards consolidation and vertical integration, with companies seeking to control their infrastructure and reduce costs. T-REX's strategy of acquiring established turnkey operations aligns with this trend.

Comparison to Industry Standards

• Many crypto-mining companies are focusing on securing access to low-cost electricity, similar to T-REX's strategy.
• Vertical integration, including owning and operating data centers, is becoming a common practice among larger crypto-mining firms.
• Companies like Marathon Digital Holdings and Riot Blockchain have also pursued acquisitions to expand their mining capacity and infrastructure.

Related Party Transactions

• Frank Horkey, the CEO of T-REX, provided financing for the acquisition through promissory notes, representing a related party transaction.

Stakeholder Impact

• Shareholders may benefit from the anticipated increase in gross profit margins and expanded operations.
• The acquisition could create new job opportunities in Orofino, Idaho.
• Co-location tenants may benefit from T-REX's investment in the facility and infrastructure.

Next Steps

• T-REX will consolidate its mining operations at the new facility in Orofino, Idaho.
• The company will utilize the remaining two-thirds of the facility for its own Bitcoin mining operations.
• T-REX will continue to source new opportunities to expand its operations and secure reliable, cost-effective electricity.

Key Dates