10-K: TAP Real Estate Pivots to Blockchain Property Amid Losses

TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) has rebranded to focus on real estate acquisition, management, and blockchain-enabled tokenization, securing $500,000 in initial capital despite significant operating losses and going concern doubt.

Summary

• The company rebranded from HUMBL, Inc. to TAP Real Estate Technologies, Inc. on March 4, 2026, shifting its strategic focus to real estate acquisition, management, and blockchain-enabled tokenization.
• Secured $500,000 in initial investment capital to establish new operations and support early-stage execution in the real estate tokenization market.
• Entered into a licensing agreement with TAP, Inc., a private technology company, to utilize its proprietary TAP Platform technologies specifically for real estate use cases.
• The company's previous assets were sold to TAP, Inc. on December 2, 2024, for $3,037,500 in cash/debt cancellation and $17,000,000 in HoldCo Units, with prior operations now classified as discontinued.
• Net loss from continuing operations significantly increased to $(32,773,081) for the year ended December 31, 2025, compared to $(11,424,409) in 2024.
• The total net loss for 2025 was $(15,973,496), following a loss of $(14,446,392) in 2024.
• An accumulated deficit of $(134,810,209) was reported as of December 31, 2025.
• The working capital deficit improved from $(23,693,753) in 2024 to $(2,870,414) in 2025.
• Management has determined that there is substantial doubt about the company's ability to continue as a going concern due to ongoing operating losses and the working capital deficit.
• A shareholder derivative class action lawsuit was dismissed with prejudice on December 19, 2025, and plaintiffs' counsel notified the company on March 5, 2026, of their intent to withdraw a subsequent appeal.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly speculative venture given the significant operating losses, going concern doubt, and reliance on a temporary technology license, despite the strategic pivot and initial capital raise. The company faces substantial execution and market acceptance risks.

Positives

• Successfully completed a corporate rebrand to TAP Real Estate Technologies, Inc., establishing a clear strategic focus on blockchain-enabled real estate tokenization.
• Secured $500,000 in initial investment capital to fund new operations and early-stage execution.
• Entered into a licensing agreement with TAP, Inc. for proprietary blockchain technology, including tools like TAP AI Analyzer, TAP Wallet, TAP Token Engine, and TAP Smart Contracts, for real estate applications.
• The company's investment in TAP HoldCo, representing approximately 48.6% of TAP, Inc. equity, was valued at $17,000,000 at the time of acquisition.
• A significant shareholder derivative class action lawsuit was dismissed with prejudice, and the plaintiffs intend to withdraw their appeal, reducing legal overhang.
• The working capital deficit significantly improved from $(23,693,753) in 2024 to $(2,870,414) in 2025.
• Net cash used in operating activities decreased by $1,527,047 from 2024 to 2025, indicating some improvement in operational cash burn.
• Holds U.S. Patent 12,118,613, 'System and Method for Transferring Currency Using Blockchain,' valid through 2041, providing a foundational intellectual property asset for its new business model.

Negatives

• Reported a significant net loss from continuing operations of $(32,773,081) for the year ended December 31, 2025, an increase of $21,348,672 from 2024.
• Accumulated deficit reached $(134,810,209) as of December 31, 2025, raising concerns about long-term financial viability.
• Management has identified substantial doubt about the company's ability to continue as a going concern due to persistent operating losses and a working capital deficit.
• No revenues were generated from continuing operations for both the years ended December 31, 2025, and 2024.
• Incurred a $20,000,000 loss on the disposal of magnesium silicate minerals, the sole asset of the FinCapital subsidiary, which reverted back to Ybyr.
• Reliance on a temporary 90-day royalty-free license agreement with TAP, Inc. for core technology, with no guarantee of securing a long-term agreement on commercially reasonable terms.
• Other expenses increased substantially to $25,151,224 in 2025 from $3,122,068 in 2024.
• The cash balance remains low at $126,066 as of December 31, 2025.
• The company's securities are classified as 'Penny Stock,' which subjects them to specific rules that may limit liquidity and make it more difficult for shareholders to sell shares.
• The company had only 1 full-time employee as of December 31, 2025, indicating very limited internal operational capacity.

Risks

• The regulatory framework surrounding real estate tokenization is uncertain and evolving, potentially requiring business model modifications, additional licenses, or cessation of certain activities.
• If the company's tokens are deemed to be securities, it could face significant compliance obligations, enforcement actions, or liability.
• Real estate tokenization technology is new and relatively unproven, and the company may not achieve sufficient market acceptance due to concerns about security, regulatory uncertainty, liquidity limitations, or unfamiliarity with blockchain technology.
• The company does not own the core technology platform it uses and relies on a temporary 90-day royalty-free license agreement with TAP, Inc., with no assurance of negotiating a long-term license on commercially reasonable terms, or at all.
• The loss or impairment of licensed intellectual property rights could materially harm the business.
• The valuation of tokenized real estate assets involves significant judgment and uncertainty, which could lead to disputes with investors, regulatory scrutiny, or impairment charges.
• The company faces significant competition in the real estate tokenization market from traditional real estate companies and emerging technology platforms, many of which have greater financial resources and established market positions.
• Operating losses and a working capital deficiency raise substantial doubt about the company's ability to continue as a going concern, which could result in investors losing their entire investment.
• Potential acquisitions or collaborations could harm operating results, dilute stockholder ownership, increase debt, or incur significant expense, and the company has limited experience in these areas.
• Current global financial conditions and market volatility could negatively impact the company's business, liquidity, and financial condition, potentially hindering access to sufficient capital.
• Difficulties in managing organizational growth and expansion into new markets could lead to operating inefficiencies and a deterioration of product and service quality.
• Inability to develop and maintain its brand and reputation for service and product offerings could materially harm the business.
• The company's financial results fluctuate and may be difficult to forecast, which could cause a decline in the trading price of its stock.
• Dependence on key personnel and potential difficulties in recruiting additional qualified personnel could hinder expansion plans.
• The need to raise additional capital to meet long-term business requirements may be costly or difficult to obtain and would likely dilute current stockholders' ownership interests.
• The company's securities are 'Penny Stock' and subject to specific rules governing their sale, which may make it more difficult for shareholders to sell shares.
• The company may not be able to attract the attention of major brokerage firms due to becoming public through a reverse merger.
• Applicable regulatory requirements, including those under the Sarbanes-Oxley Act of 2002, may make it difficult to retain or attract qualified officers and directors.
• Failure to maintain an effective system of internal controls could lead to inaccurate financial reporting or fraud.
• The price of the company's common stock may become volatile, which could lead to losses by investors and costly securities litigation.
• The company's bylaws include a forum selection clause, which could limit stockholders' ability to obtain a favorable judicial forum for disputes.
• As an emerging growth company, the reduced reporting requirements may make the common stock less attractive to investors.
• Failure to meet the listing standards of a national securities exchange would limit investors' ability to make transactions in the company's securities and subject it to additional trading restrictions.
• The company does not anticipate paying any cash dividends in the foreseeable future, making capital appreciation the sole source of gain.
• Some provisions of the charter documents and Delaware law may have anti-takeover effects that could discourage an acquisition or prevent attempts by stockholders to replace current management.

Future Outlook

The company is actively evaluating a pipeline of residential, commercial, and hospitality real estate opportunities for potential fractional or full contribution to its balance sheet, alongside select tokenization opportunities to be offered through the TAP Invest platform. Particular emphasis is being placed on identifying properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks anticipated under emerging U.S. regulatory guidance expected in 2026. The company expects its professional fees to decrease in the next 12 months as it scales back on outside contract labor due to the change in business operations.

Management Comments

• Our Chief Financial Officer oversees our cybersecurity risk management program.
• Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives.
• Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.
• Our management has determined that there is substantial doubt about the Company's ability to continue as a going concern.

Industry Context

StockSavvy.ai notes that TAP Real Estate's pivot to blockchain-enabled real estate tokenization positions it in a nascent but potentially transformative market. While traditional REITs and crowdfunding platforms offer established investment avenues, TAP's focus on combining these with digital wallets, smart contracts, and tokenized ownership aims to enhance transparency, efficiency, and investor access. The success hinges on overcoming regulatory uncertainties and achieving market acceptance in a space where larger financial institutions may also develop competing capabilities.

Comparison to Industry Standards

• The company operates in the emerging real estate tokenization market, facing competition from traditional real estate investment trusts (REITs), real estate crowdfunding platforms, and other blockchain-based tokenization companies.
• Many of the company's competitors possess greater financial resources, more established market positions, and longer operating histories.
• The company primarily competes on the basis of its technology capabilities, regulatory compliance expertise, and the breadth of real estate asset types it can tokenize.
• The company's U.S. Patent 12,118,613, 'System and Method for Transferring Currency Using Blockchain,' provides a competitive advantage in blockchain-based currency transfer, directly applicable to real estate escrow, payment, and settlement workflows.
• The company aims to develop Tokenized Asset Portfolios (TAPs) as a 'next-generation evolution beyond legacy real estate investment trusts (REITs),' indicating an ambition to modernize real estate capital formation, ownership, and liquidity through blockchain-enabled infrastructure.

Management Changes

Corporate Governance

Legal Proceedings

• A shareholder derivative class action lawsuit (Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, et al.) alleging federal securities law violations and false statements was dismissed with prejudice on December 19, 2025. Plaintiffs filed a notice of appeal on January 15, 2026, but their counsel notified the company on March 5, 2026, of their intent to withdraw the appeal, to which the company consented.
• Another shareholder derivative class action lawsuit (Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, et al.) alleging similar claims is currently stayed and is expected to be dismissed following the resolution of the Pasquinelli litigation.

Related Party Transactions

• As of December 31, 2025, the company has outstanding advances of $50,966 to TAP, Inc., which is considered a related party due to common directors.
• In October 2025, a related party converted 220 shares of Series C Preferred Stock into 2,200,000,000 shares of Common Stock.
• Effective September 1, 2025, the company entered into Board of Director agreements with its three board members, requiring a payment of $7,500 per month in cash to each director, totaling $90,000 expensed in 2025.
• The company granted 1,875,000,000 stock options to its three directors in September 2025.
• Previous loans from Sartorii, LLC, an entity owned by former CEO Brian Foote's parents, were exchanged for Series C Preferred Stock.
• A new loan with Sartorii, LLC in the amount of $353,000 was repaid in 2025.
• The company considers TAP and TAP HoldCo related parties due to shared common directors.
• A settlement agreement on September 9, 2025, with Ybyr Capital S.A. (the controlling stockholder) and Brian Foote, cancelled Ybyr's right to receive common stock and involved monthly cash and stock payments until FinCapital shares were assigned back to Ybyr.

Stakeholder Impact

• Shareholders face significant dilution risk from the ongoing issuance of common stock for debt conversions, settlements, and capital raises. The 'penny stock' status and lack of major brokerage coverage may limit liquidity and increase price volatility. The forum selection clause in bylaws could restrict legal recourse.
• Employees: The company operates with only 1 full-time employee as of December 31, 2025, indicating a heavy reliance on contractors or a very lean operational structure. Competition for qualified personnel, especially technical staff, is intense.
• Customers/Investors in Tokenized Real Estate: Potential benefits include enhanced transparency, operational efficiency, and investor access through the new blockchain-enabled real estate platform. However, they face risks associated with regulatory uncertainty, the unproven nature of the technology, and challenges in asset valuation.
• Creditors: The company's significant convertible notes and related party notes represent substantial liabilities. The 'going concern' doubt poses a material risk to the recovery of these debts.
• Management/Directors: Compensation includes stock options and cash payments. They face increased responsibilities with the strategic pivot and potential personal risk due to public company regulatory requirements like Sarbanes-Oxley.

Next Steps

• Negotiate and finalize a long-term license agreement with TAP, Inc. for the proprietary technology platform.
• Actively evaluate a pipeline of residential, commercial, and hospitality real estate opportunities for balance sheet contribution and tokenization.
• Identify properties that are well-positioned to support blockchain-tokenized capital inflows, interest-bearing yield structures, and digital ownership frameworks.
• Develop Tokenized Asset Portfolios (TAPs) in coordination with ecosystem partners across real estate, title, mortgage, and adjacent transactional industries.
• Scale back on outside contract labor to decrease professional fees and reduce operating expenses.
• Vigorously oppose any refiled appeal in the Matt Pasquinelli and Bryan Paysen shareholder derivative class action lawsuit.
• Complete standard due diligence, restructuring negotiations with creditors and debtholders, and capital raising discussions for the potential purchase of the Zermatt Resort.
• If the option is exercised, operate the Zermatt Resort and complete a renovation of the property.

Key Dates

Recommendation

The company faces substantial doubt about its ability to continue as a going concern, evidenced by significant operating losses and an accumulated deficit of over $134 million. While the strategic pivot to real estate tokenization and initial capital raise are positive, the business model is unproven, relies on a temporary technology license, and operates in an uncertain regulatory environment. The disposal of a $20 million asset at a loss and the 'penny stock' status further highlight the high-risk profile. The ongoing need for capital raises, which have historically involved significant dilution, and the lack of consistent revenue generation make this a highly speculative investment with considerable downside risk.

Keywords

Real Estate Tokenization, Blockchain, FinTech, Digital Assets, Property Technology, SEC Filing, 10-K, HUMBL, TAP Real Estate, Corporate Rebranding, Asset Acquisition, Investment Platform, Regulatory Compliance, Going Concern, Convertible Notes, Shareholder Lawsuit