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): ~~February~~March 2814, 2025

HUMBL, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-31267	27-1296318
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

101 W. Broadway
Suite 1450
San Diego, CA		92101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (786) 738-9012

(Former name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

☐	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))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.00001		HMBL		OTC Pink

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 1.01 Entry into a Material Definitive Agreement.

On ~~February~~ 28March 14, 2025, HUMBL, Inc. (the “Company”) ~~entered~~issued ~~into~~ a ~~share~~$550,000 ~~exchange~~Convertible ~~agreement (“Equity~~Promissory ~~Swap~~Note ~~Agreement~~(the “Note”) ~~and~~to ~~strategic~~Quail Hollow ~~partnership with Nuburu~~Capital, ~~Inc~~LLC. ~~(“Nuburu”).~~The ~~Under~~purchase price for the ~~terms~~Note ofwas $500,000. The Note is due in 12 months from the ~~Equity Swap~~issuance ~~Agreement~~date, ~~the~~bears ~~Company~~an ~~will~~interest charge ~~issue~~of $210% ~~million~~and inis ~~Series~~convertible Cinto ~~Preferred~~Company ~~Stock~~common tostock ~~Nuburu~~at ~~and~~the ~~Nuburu~~lower ~~will~~of: ~~issue~~(a) an$0.0006; ~~equal~~and ~~amount~~(b) 70% of ~~common~~the lowest closing trade price ~~stock~~of tothe Common Stock in the ~~Company~~ten (10) trading days immediately preceding the applicable conversion date.

The ~~issuance~~foregoing descriptions of ~~shares~~the byNote ~~both~~does ~~parties~~not ispurport ~~contingent~~to ~~upon~~be ~~both~~complete ~~parties obtaining any required regulatory, exchange, or stockholder approvals~~ and ~~satisfying~~is ~~any~~qualified ~~applicable~~in ~~registration~~its ~~requirements.~~entirety ~~The~~by ~~companies~~reference ~~have~~to ~~also~~the ~~entered~~Note ~~into~~which ~~a Master Distribution Agreement, appointing~~is ~~the~~filed ~~Company~~ as ~~the~~Exhibit ~~exclusive distributor in Brazil for both Nuburu’s existing business and its recently announced defense and security portfolio companies~~10.1 ~~The parties may also negotiate in the future performance-based incentives that would allow the Company~~ to ~~expand its~~this ~~exclusivity~~Current toReport ~~all~~on ofForm ~~Latin America upon achieving certain revenue and market penetration target~~8-K.

~~The foregoing~~Item descriptions of the Equity Swap Agreement and Master Distribution Agreement do not purport to be complete and are qualified in their entirety by reference to the Equity Swap Agreement which is filed as Exhibit 107.101 toRegulation ~~this~~FD ~~Current Report on Form 8-K and the Master Distribution Agreement attached as Exhibit A to the Equity Swap Agreement.~~Disclosure

On March 18, 2025, the Company issued a press release regarding the Note, which is included as Exhibit 99.1. The information furnished in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section ~~Regulation~~18 FDof ~~Disclosure~~the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

OnItem ~~February 28, 2025, the Company issued a press release regarding the Nuburu transaction, which is included as Exhibit 99~~9.1.01 ~~The~~Financial ~~information furnished~~Statements ~~in this Item 7.01~~ and ~~Exhibit 99~~Exhibits.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

	Exhibits

	10.1		Convertible Promissory Note dated March 14, 2025 issued by HUMBL, Inc. in favor of Quail Hollow Capital, LLC
	99.1		Press Release Dated March 18, 2025
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	Exhibits
	10.1		Equity Swap Agreement dated February 28, 2025 between HUMBL, Inc. and Nuburu, Inc.
	99.1		Press Release Dated February 28, 2025
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

~~SIGNATURES~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 18, 2025	HUMBL, Inc.

	By:	/s/ Thiago Moura
		Thiago Moura
		President and CEO

Date: March 6, 2025	HUMBL, Inc.
	By:	/s/ Thiago Moura
		Thiago Moura
		President and CEO

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