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): ~~December~~March 2924, ~~2025~~2026

~~HUMBL,~~TAP Real Estate Technologies, 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~~RWAX		~~OTC Pink~~OTCID

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 ~~December~~March 2924, ~~2025~~2026, ~~HUMBL~~TAP Real Estate Technologies, Inc. (the “Company”) ~~issued~~entered ainto ~~$550,000~~an ~~Convertible~~Option ~~Promissory~~to ~~Note~~Purchase Agreement with Wasatch Springs Management Holdings, LLC (“Wasatch Springs”) for the potential purchase of the Zermatt Resort in Midway, Utah (the “~~Note~~Option Agreement”). Pursuant to ~~H-Cap~~ ~~Investments~~the terms of the Option Agreement, ~~LLC.~~the ~~The~~Company ~~purchase~~acquired ~~price~~a ~~for~~60-day option to purchase the Zermatt ~~Note~~Resort ~~was~~from ~~$500,000~~Wasatch Springs. The ~~Note~~Company ispaid ~~due~~$250,000 infor 12the ~~months~~option. ~~from~~During the ~~issuance~~60-day ~~date~~option period, ~~has~~the anCompany ~~original~~will assume ~~interest~~operational ~~discount~~control of ~~10%~~the resort, ~~bears~~conduct ~~interest~~due atdiligence related to the ~~rate~~feasibility of ~~10%~~the ~~per year~~purchase, and isnegotiate ~~convertible~~with ~~into~~the ~~Company~~resort’s creditors ~~common~~and ~~stock~~debtholders atregarding ~~65%~~a ofpotential ~~the~~purchase ~~lowest closing~~by ~~trade~~the ~~price~~Company. ofIf the ~~common~~Company ~~stock~~elects into exercise the ~~ten~~option ~~(10)~~and ~~trading~~purchase ~~days~~the Zermatt ~~immediately~~Resort, ~~preceding~~ the ~~applicable conversion date. The~~ purchase price ~~for~~would be the ~~Note~~appraised isvalue ~~payable~~of asthe ~~follows:~~property ~~(a)~~less ~~$125,000~~any ondebt orassumed ~~before~~by ~~December~~the ~~31,~~Company ~~2025;~~or ~~(b)~~such ~~$125,000~~other onprice as orthe ~~before~~parties ~~January~~mutually ~~15, 2026;~~agree. ~~and~~The ~~(iii)~~ $250,000 onoption orprice ~~before~~would ~~February~~be 1,applied ~~2026~~toward the purchase price.

~~The~~Whether ~~foregoing~~the ~~description~~Company’s ofelects to exercise the ~~Note~~option ~~does~~depends on a number of factors, including, but not ~~purport~~limited to besuccessful ~~complete~~completion of the following: (1) standard due diligence related to the property and isresort ~~qualified~~operations; in(2) ~~its~~restructuring ~~entirety~~negotiations bywith ~~reference~~Wasatch Springs toand the ~~Note~~resort’s ~~which~~existing creditors and debtholders; (3) capital raising discussions and plans with the Company’s funding sources; and (4) completion of preliminary renovation plans. If any of the foregoing is not successfully completed, the Company ~~filed~~would asnot ~~Exhibit~~elect 10to exercise the option.1 If the Company does elect to ~~this~~exercise ~~Current~~the ~~Report~~option, onit ~~Form~~would ~~8-K~~do so with the intention of operating the resort and completing a renovation of the property.

OnThe ~~December~~foregoing ~~30,~~description ~~2025,~~of the ~~Company~~Option ~~entered into a License~~ Agreement ~~(the~~does ~~“License~~not ~~Agreement”)~~purport ~~with TAP, Inc. (“TAP”). Pursuant~~ to ~~the~~be ~~License~~complete ~~Agreement,~~and ~~the~~is ~~Company~~qualified ~~licensed~~in ~~from~~its ~~TAP~~entirety ~~the~~by ~~right~~reference to ~~use TAP’s technology platform for use in~~ the ~~vertical~~Option ~~of real estate tokenization. The License~~ Agreement ~~lasts~~which ~~for~~is afiled ~~period~~as ofExhibit ~~90 days, during such 90-day period the parties intend to negotiate and finalize a longer-term license to use the TAP technology~~10.1 ~~The Company has the right~~ to ~~use~~this ~~the~~Current ~~licensed~~Report ~~technology royalty~~on ~~free~~Form ~~during the term~~8-K.

The foregoing description of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the License Agreement which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2025, the Company appointed Gregory Hopkins to the board of directors to fill the vacancy left by the resignation of Thiago Moura. Mr. Hopkins was also appointed as the Chairman of the board of directors. Mr. Hopkins brings extensive experience across public companies, private enterprises, and government service. Mr. Hopkins is also currently serving as the Company’s Chief Executive Officer.

There is no arrangement or understanding between Mr. Hopkins and any other person pursuant to which Mr. Hopkins is to be selected as a director of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no family relationship between Mr. Hopkins and any other person that would require disclosure under Item 401(d) of Regulation S-K. Mr. Hopkins has not entered into any related party transactions with the Company that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

	Exhibits
	10.1		~~Convertible~~Option ~~Promissory~~to ~~Note~~Purchase ~~dated~~Agreement ~~December~~between ~~29,~~TAP ~~2025~~Real ~~issued~~Estate ~~by HUMBL~~Technologies, Inc. inand ~~favor~~Wasatch ofSpring ~~H-Cap~~Management ~~Investments~~Holdings, LLC dated March 24, 2026.
	10.2		License Agreement dated December 30, 2025 between HUMBL, Inc. and TAP, Inc.
	104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: December 31, 2025	HUMBL, Inc.
Date: March 30, 2026	TAP Real Estate Technologies, Inc.
	By:	/s/ Gregory Hopkins
		Gregory Hopkins, CEO

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