HMBL.Humbl, INC
10-Q: TAP Real Estate Technologies Inc. Q1 2026 Filing
Sentiment:
Quarterly Report
TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) filed its Q1 2026 Form 10-Q, detailing its strategic rebrand and financial performance.
Capital raiseThe company has secured $500,000 in initial investment capital to establish operations and support early-stage execution.The company raised $705,000 from the proceeds from convertible notes payable and $510,000 from proceeds for the sale of common stock (shares not issued as of March 31, 2026) in the three months ended March 31, 2026.The company is actively engaged in capital raising discussions and plans as part of the potential acquisition of the Zermatt Resort.
Worse than expectedThe company reported a net loss from continuing operations of $2,963,276 for the three months ended March 31, 2026, which is a worsening trend compared to the net loss of $3,985,304 in the prior year period, although the absolute loss amount decreased.The cash balance significantly decreased to $6,682 from $126,066 in the prior period, indicating a severe liquidity constraint.The working capital deficit increased to $3,592,070 from $2,870,414, highlighting a deterioration in short-term financial health.Operating expenses increased by $371,754 to $1,752,247, driven by higher general and administrative expenses, despite a decrease in professional fees.
Summary
- TAP Real Estate Technologies, Inc. (formerly HUMBL, Inc.) has filed its Form 10-Q for the quarter ended March 31, 2026.
- The company has undergone a strategic corporate rebrand to TAP Real Estate Technologies, Inc., focusing on real estate asset acquisition, ownership, and blockchain-enabled tokenization.
- As of March 31, 2026, the company reported $6,682 in cash and a working capital deficit of $3,592,070.
- Net loss from continuing operations for the three months ended March 31, 2026, was $2,963,276, compared to a net loss of $3,985,304 for the same period in 2025.
- The company has secured $500,000 in initial investment capital to support its new real estate focus.
- Significant legal proceedings related to shareholder derivative class action lawsuits have been dismissed.
- Management has determined there is substantial doubt about the Company's ability to continue as a going concern due to operating losses and working capital deficit.
Sentiment
Score: 3
Explanation: StockSavvy.ai views this filing as having a negative sentiment due to the significant going concern doubt, low cash balance, and increased operating expenses, despite the strategic rebrand and dismissal of legal proceedings.
Positives
- Successful corporate rebrand to TAP Real Estate Technologies, Inc., signaling a strategic shift towards blockchain-enabled real estate tokenization.
- Secured $500,000 in initial investment capital to establish operations for the new real estate focus.
- Dismissal of significant shareholder derivative class action lawsuits, reducing legal overhang.
- Entered into a licensing agreement with TAP Inc. for proprietary blockchain technology for real estate use cases.
- The company is actively evaluating a pipeline of real estate opportunities for acquisition and tokenization.
Negatives
- As of March 31, 2026, the company had only $6,682 in cash.
- A significant working capital deficit of $3,592,070 as of March 31, 2026.
- Net loss from continuing operations of $2,963,276 for the three months ended March 31, 2026.
- Management has concluded there is substantial doubt about the Company's ability to continue as a going concern.
- Operating expenses increased to $1,752,247 for the three months ended March 31, 2026, from $1,380,493 in the prior year period.
- Significant derivative liabilities totaling $1,734,193 as of March 31, 2026.
Risks
- Substantial doubt about the Company's ability to continue as a going concern due to operating losses and working capital deficit.
- The company's reliance on future capital raises to fund operations and strategic initiatives.
- The success of the new real estate tokenization strategy is dependent on emerging U.S. regulatory guidance expected in 2026.
- The company's ability to successfully integrate and leverage the licensed TAP Platform technologies for real estate use cases.
- The potential for impairment of the investment in TAP Holdco, currently valued at $1,229,510.
- The company has significant derivative liabilities, which are subject to valuation changes and could impact financial results.
Future Outlook
The company is focused on the acquisition, management, and tokenization of real estate, aiming to combine traditional real estate fundamentals with blockchain technologies. They are evaluating a pipeline of real estate opportunities and anticipate emerging U.S. regulatory guidance in 2026 related to blockchain-tokenized capital inflows and digital ownership frameworks. The company expects professional fees to increase in the next 12 months as they scale the TAP Real Estate Technologies business.
Management Comments
- Management has determined that there is substantial doubt about the Company's ability to continue as a going concern.
- The Company has recently begun a rebranding to TAP Real Estate in efforts to build sustaining operations and drive cash flow.
- We expect our professional fees to increase in our next 12 months as we look to scale our TAP Real Estate Technologies business.
- Our non-cash stock-based compensation related to our warrants will cease as the vesting period runs through June 30, 2026.
Industry Context
StockSavvy.ai notes that TAP Real Estate Technologies' strategic pivot towards blockchain-enabled real estate tokenization aligns with a growing trend in the fintech and real estate sectors. The company's focus on leveraging patented blockchain technology for asset tokenization and creating a public company model for real estate capital formation positions it within an evolving industry landscape, though regulatory clarity remains a key factor for future growth.
Comparison to Industry Standards
- The company's cash position of $6,682 as of March 31, 2026, is significantly below industry standards for active real estate development or acquisition companies, which typically maintain larger operating cash reserves.
- The substantial working capital deficit of $3,592,070 indicates a potential liquidity challenge when compared to companies with healthier current asset to current liability ratios.
- The net loss from continuing operations of $2,963,276 for the quarter, while common for early-stage or transitioning companies, contrasts with established real estate firms that often report profitability.
- The company's strategy of combining real estate with blockchain tokenization is innovative but faces industry-wide challenges in regulatory acceptance and widespread adoption compared to traditional real estate investment vehicles like REITs.
Legal Proceedings
- Shareholder derivative class action lawsuit (Matt Pasquinelli and Bryan Paysen v. HUMBL, LLC, et al.) was dismissed with prejudice on December 19, 2025, and the plaintiffs' appeal was withdrawn on March 5, 2026.
- Shareholder derivative class action lawsuit (Mike Armstrong, derivatively on behalf of HUMBL, Inc. v. Brian Foote, et al.) is stayed pending resolution of the other shareholder lawsuit and is expected to be dismissed.
Related Party Transactions
- License agreement with TAP, Inc. (Licensor) for real estate tokenization, with $695,000 paid in fees during the three months ended March 31, 2026.
- Board of Director agreements effective September 1, 2025, requiring monthly cash payments and stock options to directors.
- Executive Employment Agreements entered into on February 5, 2026, with three executives, including monthly salaries, retention bonuses, and stock options.
- Outstanding advance of $46,297 to TAP for expenses paid by TAP for the Company as of March 31, 2026.
- Convertible notes payable to related parties (Monster Creative purchase) are in default and reflected in current liabilities.
Stakeholder Impact
- Shareholders: The company's going concern status and low cash balance present significant risks. The strategic rebrand and focus on real estate tokenization may offer future upside if successful, but the path is uncertain.
- Employees: New executive employment agreements and stock options suggest a focus on retaining key personnel, but the overall financial health may create job security concerns.
- Creditors: The company has significant liabilities, including convertible notes payable, some of which are in default. The ability to meet these obligations is uncertain.
- Management: Management is focused on executing the new real estate strategy and addressing liquidity concerns, while also navigating the complexities of the TAP platform and regulatory environment.
Next Steps
- Continue to evaluate a pipeline of residential, commercial, and hospitality real estate opportunities for potential acquisition and tokenization.
- Seek regulatory approval for ticker symbol change.
- Complete due diligence and negotiate with creditors for the potential acquisition of the Zermatt Resort.
- Continue to develop and leverage the TAP Platform technologies for real estate use cases.
- Address the going concern issue through sustaining operations and driving cash flow.
Key Dates
| Date | Description |
|---|---|
| 2021-06-30 | Acquisition of Monster Creative, LLC, including related convertible notes. |
| 2021-07-21 | Establishment of the 2021 Stock Incentive Plan. |
| 2022-05-19 | Named as a defendant in a putative shareholder derivative class action lawsuit. |
| 2022-07-14 | Named as a defendant in a shareholder derivative class action lawsuit filed in Delaware Chancery Court. |
| 2023-05-25 | Board of Directors agreed to increase the number of common shares authorized. |
| 2023-05-26 | Stockholders approved the increase in authorized common shares. |
| 2023-06-30 | Securities purchase agreement related to Monster Creative, LLC note balance. |
| 2023-07-27 | Effective date for the increase in authorized common shares. |
| 2023-10-24 | Filed a Certificate of Designation to designate Series C Preferred Stock. |
| 2023-10-30 | Filed a Motion to Dismiss lawsuit with the District Court of Delaware. |
| 2023-12-18 | Issuance of a Convertible Promissory Note. |
| 2023-12-19 | Issuance of a Promissory Note. |
| 2024-01-26 | Board of Directors agreed to increase authorized common shares. |
| 2024-02-29 | Securities Purchase Agreement. |
| 2024-03-13 | Issuance of a Promissory Note. |
| 2024-03-14 | Issuance of a Convertible Promissory Note. |
| 2024-03-26 | Issuance of a Promissory Note. |
| 2024-04-01 | TAP paid $2,000,000 of the cash purchase price for assets. |
| 2024-04-02 | Issuance of a Promissory Note. |
| 2024-04-23 | Sale of a Convertible Promissory Note and Series C Preferred Stock. |
| 2024-04-30 | Definitive 14C filing regarding increase in authorized common shares. |
| 2024-05-22 | Sale of a Convertible Promissory Note. |
| 2024-07-16 | Designation and issuance of Series D Preferred Stock. |
| 2024-10-01 | Company increased its authorized common shares. |
| 2024-10-14 | Issuance of a Convertible Promissory Note. |
| 2024-11-10 | Entered into two separate note agreements. |
| 2024-11-21 | Entered into a note agreement. |
| 2024-12-02 | Entered into an Asset Purchase Agreement with TAP, Inc. and HoldCo. |
| 2024-12-29 | Entered into a note agreement. |
| 2025-01-15 | Default fee added to a convertible note. |
| 2025-01-19 | Entered into a note agreement. |
| 2025-01-20 | Entered into two separate note agreements. |
| 2025-01-21 | Company received $12,000 from a trust related to a director. |
| 2025-02-27 | Company granted BRU approximately 10% of its holdings in HoldCo. |
| 2025-03-14 | Issuance of a Convertible Promissory Note. |
| 2025-03-27 | Court granted motion to dismiss shareholder derivative class action lawsuit without prejudice. |
| 2025-03-31 | Filed Form 10-K for the year ended December 31, 2025. |
| 2025-04-10 | Plaintiffs filed an amended complaint in shareholder derivative class action lawsuit. |
| 2025-04-28 | The $35,000 promissory note with Red Rock Development Group, LLC was converted. |
| 2025-05-15 | Filed a Motion to Dismiss the amended complaint. |
| 2025-05-16 | Settlement Agreement with North Falls Investments, LLC and KWP 50, LLC. |
| 2025-05-21 | Company increased its authorized common shares to 85,000,000,000. |
| 2025-05-31 | Convertible Promissory Note One Member, Two Member, Three Member, Four Member. |
| 2025-07-02 | Securities Purchase Agreement. |
| 2025-08-01 | WSCG Inc. Member. |
| 2025-08-06 | Company granted BRU approximately 10% of its holdings in HoldCo. |
| 2025-08-31 | WSCG Inc. Member. |
| 2025-09-01 | Board of Director Agreements entered into. |
| 2025-09-09 | Company, Ybyr, Brian Foote and Thiago Moura entered into a settlement agreement. |
| 2025-09-10 | Thiago Moura resigned as Company CEO and board member. |
| 2025-10-14 | Issuance of a Convertible Promissory Note. |
| 2025-10-31 | TAP Inc. Member. |
| 2025-11-10 | Entered into two separate note agreements. |
| 2025-11-21 | Entered into a note agreement. |
| 2025-12-29 | Entered into a note agreement. |
| 2025-12-30 | Entered into a license agreement with TAP, Inc. |
| 2025-12-31 | Initiated a strategic corporate rebrand to TAP Real Estate Technologies, Inc. |
| 2026-01-15 | Plaintiffs filed a notice of appeal with the United States Court of Appeals for the Third Circuit. |
| 2026-01-19 | Entered into a note agreement. |
| 2026-01-20 | Entered into two separate note agreements. |
| 2026-02-01 | All proceeds due in 2026 have been received for a note agreement. |
| 2026-02-05 | Entered into Executive Employment Agreements with three executives. |
| 2026-03-04 | Received regulatory approval for formal name and ticker symbol change. |
| 2026-03-05 | Plaintiffs counsel notified the Company that the plaintiffs intended to withdraw the appeal. |
| 2026-03-24 | Entered into an Option to Purchase Agreement with Wasatch Springs Management Holdings, LLC. |
| 2026-03-26 | Issuance of a Convertible Promissory Note. |
| 2026-03-31 | Quarterly period ended. |
| 2026-04-03 | $150,000 of the remaining note payable with Phantom Power, LLC was sold. |
| 2026-04-06 | $75,000 of this note was converted into shares of common stock. |
| 2026-04-28 | The $35,000 promissory note with Red Rock Development Group, LLC was converted. |
| 2026-05-13 | Filing date of the Form 10-Q. |
Recommendation
holdThe company is in a highly transitional phase with a clear strategic pivot towards real estate tokenization, supported by a new licensing agreement. However, the significant going concern doubt, extremely low cash balance, and increased operating expenses present substantial risks. While the dismissal of legal proceedings is positive, the path to profitability and sustainable operations remains highly uncertain. A 'hold' recommendation reflects the speculative nature of the turnaround and the need for further evidence of operational and financial stabilization before considering a buy or sell.
Keywords
TAP Real Estate Technologies, HUMBL, Form 10-Q, Quarterly Report, Real Estate Tokenization, Blockchain, Corporate Rebrand, Financial Statements, Going Concern, SEC Filing
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