Filing Analysis
T-REX Acquisition Corp. has entered into an engagement agreement with Post Oak Group for investment banking and M&A advisory services.
📋 Key Facts
- Engagement Agreement executed on July 17, 2026.
- Post Oak Group appointed as investment banker.
- Scope of services includes merger and acquisition (M&A) advisory services.
The Company provides an update regarding a burglary at its Orofino, Idaho data center that occurred in July 2025. It reports the restoration of full power to the facility and the installation of enhanced security measures.
🚩 Red Flags
- Temporary cessation of mining operations and revenue generation due to theft/infrastructure damage.
- Theft of critical electrical infrastructure (digital breaker) causing operational downtime.
📋 Key Facts
- A burglary in July 2025 resulted in the theft of 66 S19ASIC miners and electrical panel components.
- The Company received an insurance settlement of $63,434 on November 12, 2025.
- Full power was restored to the facility on November 17, 2025, following the replacement of a digital breaker.
- A new security system linked to local law enforcement was installed on December 8, 2025.
- The Company is seeking an equipment financing package for 150 new ASIC 270 TH miners.
- Stolen assets were largely fully depreciated; $23,000 in remaining book value will be written off in Q4.
T-REX Acquisition Corp. announced the appointment of Matthew Cohen to its Board of Directors, effective November 15, 2025.
📋 Key Facts
- Matthew Cohen appointed to the Board of Directors on November 13, 2025.
- Appointment became effective on November 15, 2025.
- Cohen brings over 38 years of experience in public company leadership and financing.
- Cohen previously served as CEO/CFO of Stem Holdings, Inc.
T-REX Acquisition Corp. reported a burglary at its Orofino, Idaho data center resulting in the theft of mining equipment and electrical components. Additionally, the company disclosed that a $267,000 promissory note matured on May 15, 2025, with an outstanding balance of approximately $325,000 including penalties.
🚩 Red Flags
- Matured debt: A promissory note is currently in default/overdue since May 15, 2025.
- Liquidity risk: The company is struggling to refinance a $325,000 debt and is seeking 'equipment financing' for new miners.
- Operational disruption: Theft of electrical components has caused an interruption in mining/co-location operations.
- Revenue impact: Immediate cessation of operations for stolen miners will reduce cryptocurrency mining output.
📋 Key Facts
- Burglary occurred on July 23, 2025, at the Orofino, Idaho data center.
- Stolen assets include sixty-six S19ASIC miners and a portion of an electrical panel.
- Insurance claim filed for replacement value up to $75,000 limit.
- The company has sourced 150 new ASIC 270 TH miners and is seeking equipment financing.
- A promissory note matured on May 15, 2025; the balance is currently ~$325,000 (including late charges/penalties) against a principal of $267,000.
- The company is actively seeking refinancing for the matured debt.
T-REX Acquisition Corp. has received approval from OTC Markets Group to uplist its common stock to the OTCQB market. The company will continue to trade under the ticker symbol 'TRXA'.
📋 Key Facts
- Notification received on May 12, 2025, regarding uplisting approval.
- Uplisting target: OTCQB (Over-the-Counter Qualified).
- Ticker symbol remains 'TRXA'.
T-REX Acquisition Corp. has completed an asset acquisition agreement with Baoblock, Inc. to transition into a vertically integrated crypto-mining business. The company also appointed Antonio Oliveira as Chief Technology Officer in connection with this transaction.
🚩 Red Flags
- Significant pivot in business model from the company's previous state to crypto-mining, which is a highly volatile sector.
- The filing lacks specific financial terms, purchase price, or asset valuations for the Baoblock acquisition.
📋 Key Facts
- Completed Asset Acquisition Agreement with Baoblock, Inc. on March 31, 2025.
- The acquisition is intended to transform the company into a growth-stage, multi-tiered, vertically integrated crypto-mining business.
- Appointed Antonio Oliveira as Chief Technology Officer (CTO) on March 31, 2025.
T-REX Acquisition Corp. filed an 8-K to furnish a shareholder letter dated March 7, 2025. The filing does not contain specific material event details in the body text but refers to Exhibit 99.1 for substantive information.
📋 Key Facts
- The company is T-REX Acquisition Corp., a Nevada corporation.
- Filing date: March 7, 2025.
- The report is filed under Item 8.01 (Other Events) to provide a shareholder letter.
- Exhibit 99.1 contains the actual content of the shareholder communication.
T-REX Acquisition Corp. completed the acquisition of substantially all assets of Peak Digital Solutions LLC for a total purchase price of $500,000 via its subsidiary Megalodon Mining and Electric LLC. The transaction is heavily financed through promissory notes issued to the Company's CEO, Frank Horkey.
🚩 Red Flags
- Related-party transactions: The CEO (Frank Horkey) is acting as the primary lender to the company.
- High debt dependency on insider: Significant portion of acquisition and working capital is funded via personal loans from the CEO rather than institutional debt or equity.
- Secured debt to insider: Both the acquisition balloon payment ($260k) and a major promissory note ($207k) are secured by Deeds of Trust, potentially giving the CEO priority claims over other creditors/shareholders.
📋 Key Facts
- Acquisition of Peak Digital Solutions LLC assets completed on March 6, 2025.
- Total purchase price: $500,000.
- Payment structure: $33,000 paid in Nov 2024; $207,000 paid on March 6, 2025; $260,000 balloon payment due ~June 5, 2025 (90 days from closing).
- The final $260,000 payment is secured by a recorded Deed of Trust.
- CEO Frank Horkey provided financing via three promissory notes totaling $312,000: two 60-day working capital notes ($70k and $35k at 6% interest) and one 12-month acquisition note ($207k at 12% interest).
- The $207,000 note is secured by a recorded Deed of Trust.
T-REX Acquisition Corp. has issued a non-reliance notice regarding its audited financial statements for the fiscal year ended June 30, 2024, due to an error in accounting for Note Payable Incentives. Additionally, the company announced the resignation of Board member Matthew Cohen.
🚩 Red Flags
- Item 4.02 filing (Non-reliance on previously issued financial statements) is a significant red flag indicating internal control weaknesses.
- The company is issuing a restatement so shortly after its annual 10-K filing (filed Nov 21, restated Dec 27).
- Multiple material items in a single filing: Restatement (4.02) and Director Departure (5.02).
📋 Key Facts
- Audit Committee concluded on Dec 21, 2024, that previously filed FY2024 Form 10-K (filed Nov 21, 2024) should not be relied upon.
- The error involves an omitted accrual of approximately $15,000 related to Note Payable Incentives via restricted common stock issuance.
- Errors affect reported stock subscription payables in equity and loan cost expense (Note 10).
- Restated financial statements are expected to be filed by December 30, 2024.
- Matthew Cohen resigned from the Board of Directors on Dec 20, 2024; resignation was not due to disagreements with operations or policies.
T-REX Acquisition Corp. announced the appointment of Matthew Cohen to its Board of Directors, effective July 1, 2024. Mr. Cohen brings extensive experience in corporate leadership and business combinations.
📋 Key Facts
- Matthew Cohen appointed to the Board of Directors effective July 1, 2024.
- Mr. Cohen is the co-founder, CEO, and CFO of Stem Holdings, Inc.
- He has over 38 years of experience in corporate leadership, M&A, and strategic advisory.
- His background includes serving as Chairman of Audit Committees for several publicly traded companies.