Form 8-K - Current report

 

   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): January 30, 2025

 

ARAX HOLDINGS CORP.

(Exact name of Registrant as specified in its charter)

 

Nevada		333-185928		99-0376721
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS employer identification no.)

 

820 E Park Ave, Bld. F100 Tallahassee, Florida		32301
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: 850 254 1161

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

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: 

 

	☐	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 (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (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 (§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. ☐

 

 

 

 

 

Item 8.01

Other Events.

 

ARAX Holdings Corp. Receives Letter of Intent for the Acquisition of 50% Interest in @Copper Namibia

 

New York – January 30, 2025 – ARAX Holdings Corp., a global leader in blockchain-based enterprise solutions, is pleased to announce that it has received a Letter of Intent (LOI) for the acquisition of 50% interest in @Copper Namibia, a private limited company specializing in the processing of lumpy materials containing copper and silver into concentrate materials for industrial applications.

 

This strategic acquisition aligns with ARAX’s mission to transform commodity trading and trade finance through its decentralized financial (DeFi) solutions, powered by its proprietary Blockchain as a Platform (BaaP) digital asset management system.

 

Through this partnership, @Copper Namibia will leverage ARAX’s fully blockchain-integrated trade finance platform, ensuring enhanced transparency, security, and efficiency across the supply chain. The platform will facilitate real-time tracking, tokenized trade finance solutions, and automated smart contracts to optimize transactions from raw material extraction to industrial processing.

 

Revolutionizing Commodity Trading with Blockchain and DeFi

 

As part of this initiative, ARAX will introduce:

 

	·	A Fully Blockchain-Based Trade Finance Platform – enabling digital asset-backed financing and real-time settlement.
	·	DeFi-Powered Trade Solutions – providing secure, tokenized financing solutions for copper and silver concentrate trading.
	·	Lunaº Mesh-Enabled Connectivity – improving communication and data tracking for remote mining operations.
	·	Core Blockchain and CorePass Integration – ensuring secure identity verification and compliance across all transactions.

 

Strategic Impact and Future Vision

 

This acquisition underscores ARAX’s commitment to revolutionizing trade finance by offering blockchain-based transparency and liquidity solutions to the global mining and industrial sectors. The integration of DeFi and tokenized finance into copper and silver commodity trading will set a new industry standard, allowing seamless, secure, and decentralized financial management.

 

"This Letter of Intent marks a significant step in ARAX’s strategy to digitize and decentralize commodity trading. By integrating @Copper Namibia into our blockchain-powered trade finance ecosystem, we are not only securing high-value resources connected to unique digital assets but also enabling more efficient, transparent, and profitable industrial processing solutions," said Michael Loubser, CEO of ARAX Holdings Corp.

 

ARAX and @Copper Namibia will now proceed with due diligence, structuring, and regulatory processes to finalize the transaction. Further updates will be provided as developments progress.

 

About ARAX Holdings Corp.

 

ARAX Holdings Corp. is a global leader in Blockchain as a Platform (BaaP) solutions, specializing in decentralized finance (DeFi), asset tokenization, ESG compliance, and enterprise blockchain integrations. Through its Core Blockchain, CorePass, Totams ERP & Asset Management Platform and Lunaº Mesh technology, ARAX is redefining the future of digital asset management and decentralized trade finance.

 

Contact Information

 

For more information about ARAX Holdings Corp. and our innovative solutions, please visit our website at www.arax.com.

 

Contact: 

ARAX Holdings Corp. 

820 E Park Ave Bldg. F100 

Tallahassee, FL 32301

 

[e-mail]

 

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Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

 

Certain statements contained in this report may be construed as “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). All statements that are not historical facts are “forward-looking statements.” The words “estimate,” “project,” “intends,” “expects,” “anticipates,” “believes” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are made based on management’s beliefs, as well as assumptions made by, and information currently available to, management pursuant to the “safe harbor” provisions of the Act. These statements are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of these statements. Investors should consider this cautionary statement and furthermore, no assurance can be made that the transaction described in this Report will be consummated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company also undertakes no obligation to disclose any revision to these forward-looking statements to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit A – Letter of Intent LOI

 

 

 

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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 thereunto duly authorized.

 

	Arax Holdings Corp.
Dated: January 30, 2025	By:	/s/ Christopher D. Strachan
		Christopher D. Strachan
		Chief Financial Officer

 

 

 

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Exhibit A

 

 

 

Michael Loubser, CEO

ARAX Holdings Corp.

820 E Park Ave. Bldg F Suite 100,

Tallahasse FL. 32301

USA

 

Subject: Letter of Intent to Engage ARAX Holdings Corp. for Share Exchange in @Copper Namibia

 

Dear Mr. Loubser,

 

We act for our local and Namibian subsidiaries and associates involved in mineral processing trading and recovery.

 

We are writing to formally express our intent to engage ARAX Holdings Corp. in the proposed exchange of 50% of the shares of @Copper Namibia, a private limited company incorporated in Namibia in exchange for 2,250,000 shares in ARAX. This letter outlines the structure and key terms of the proposed transaction, which will be subject to due diligence and final agreements.

 

Proposed Structure

 

	1.	Initial Vehicle: The transaction will initially be conducted through @Copper, Namibia. While our long-term goal is to move operations offshore, this will be considered once a track record is established. The mechanism will involve an in-specie distribution of rights to shareholders, who will subsequently inject them into an offshore vehicle.
	2.	Equity Structure: The equity split shall be 50/50 between our nominees and ARAX Holdings Corp., with equalization of loan accounts.
	3.	Trading Rights: ARAX Holdings Corp. will have the right of first refusal (ROFR) to trade group metals, excluding South African gold, at a 10% gross profit (GP) margin based on an FOT ex-depot purchase. Adequate working capital will be necessary to facilitate this, and agreements with group companies will document the arrangement.
	4.	Trading Structure & Rights: These will be held by @Copper Namibia and its potential international successor in title.
	5.	Custodial Rights: @Copper Namibia shall hold custodial rights over the assets within the company.
	6.	Capitalization:

	¡	Loan accounts will be created for the introduction of 60T of ore, valued at LME adjusted export price.
	¡	Financial and logistical infrastructure

 

 

 

 

 

 

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	¡	A fair valuation will be allocated for the initial concept and development efforts contributed by all stakeholders in South Africa. This portion was not considered in prior ARAX transactions.
	¡	Loan accounts will be structured so that they are back-ranked behind third-party claims.

 

7. Cash Resources:

	¡	The company will retain cash resources derived from initial ore sales, which will be reinvested into further trading cycles.
	¡	The minimum sale quantum is 54T, meaning additional shipments will be required before sales can commence.

 

Operational Considerations

 

	l	Testing & Processing: 3T of the 60T ore will be allocated to Mintek for process testing.
	l	Loan Account Equalization: The Parties agree to a balance their respective loan accounts as at January 31, 2025. Such balance will be by the distribution of a portion of the proposed consideration shares to settle loan account balances which might be out of proportion to shareholding.
	l	Distribution of Shares: The loan account will be adjusted by distributing shares to a designated nominee.
	l	Reinvestment of Sales Revenue: Proceeds from ore sales will remain in the company to fund further trading cycles.

 

Strategic Considerations

 

	l	Ore Pricing: The current purchase cost at Opuwo is R9/kg. A revised pricing model will integrate LME-indexed valuations.
	l	Revenue Model: The expected trading margin per cycle is 5-10%, with a preference toward the higher end.
	l	Operational Scale-Up: Costs at Opuwo (currently R250k per month) necessitate a minimum throughput of 1000T per month to optimize cost efficiency.
	l	Investor Considerations: Initial cycles will have longer turnaround times, requiring investors to align expectations accordingly.
	l	Trade Finance Allocation: A decision must be made on the proportion of trade finance allocated to investors versus retained earnings.

 

We request ARAX Holdings Corp.’s feedback on the proposed structure and a fair quantum for the setup and IP costs. Once we have clarity on these costs, we can refine loan account structuring and finalize contractual terms.

 

We appreciate ARAX’s collaboration in this venture and look forward to aligning on the final agreement.

 

Sincerely,

 

 

 

 

 

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Cover	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2025
Entity File Number	333-185928
Entity Registrant Name	ARAX HOLDINGS CORP.
Entity Central Index Key	0001566243
Entity Tax Identification Number	99-0376721
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	820 E Park Ave
Entity Address, Address Line Two	Bld. F100
Entity Address, City or Town	Tallahassee
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32301
City Area Code	850
Local Phone Number	254 1161
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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