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): March 24, 2026
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 | RWAX | 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 March 24, 2026, TAP Real Estate Technologies, Inc. (the “Company”) entered into an Option to Purchase Agreement with Wasatch Springs Management Holdings, LLC (“Wasatch Springs”) for the potential purchase of the Zermatt Resort in Midway, Utah (the “Option Agreement”). Pursuant to the terms of the Option Agreement, the Company acquired a 60-day option to purchase the Zermatt Resort from Wasatch Springs. The Company paid $250,000 for the option. During the 60-day option period, the Company will assume operational control of the resort, conduct due diligence related to the feasibility of the purchase, and negotiate with the resort’s creditors and debtholders regarding a potential purchase by the Company. If the Company elects to exercise the option and purchase the Zermatt Resort, the purchase price would be the appraised value of the property less any debt assumed by the Company or such other price as the parties mutually agree. The $250,000 option price would be applied toward the purchase price.
Whether the Company’s elects to exercise the option depends on a number of factors, including, but not limited to successful completion of the following: (1) standard due diligence related to the property and resort operations; (2) restructuring negotiations with Wasatch Springs and the resort’s 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 would not elect to exercise the option. If the Company does elect to exercise the option, it would do so with the intention of operating the resort and completing a renovation of the property.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Option Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| Exhibits | |||
| 10.1 | Option to Purchase Agreement between TAP Real Estate Technologies, Inc. and Wasatch Spring Management Holdings, LLC dated March 24, 2026. | ||
| 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: March 30, 2026 | TAP Real Estate Technologies, Inc. | |
| By: | /s/ Gregory Hopkins | |
| Gregory Hopkins, CEO | ||
Exhibit 10.1
OPTION TO PURCHASE AGREEMENT
Zermatt
Resort – Midway, Utah
March 24, 2026
This Option to Purchase Agreement (“Agreement”) is entered into as of March 24, 2026 (“Effective Date”), by and between:
| ● | Wasatch Springs Management Holdings, LLC, a Utah limited liability company (“Seller”), and | |
| ● | TAP Real Estate Technologies, Inc., a Delaware corporation (“Option Holder”). |
1. Recitals
WHEREAS, Seller owns certain real and personal property commonly known as the Zermatt Resort located in Midway, Utah, together with all related improvements, fixtures, equipment, leases, permits, contracts, and business operations (collectively, the “Resort”);
WHEREAS, Option Holder desires to obtain an exclusive option to acquire the Resort, subject to the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
2. Grant of Exclusive Option
Seller hereby grants to Option Holder an exclusive option (the “Option”) to acquire the Resort, subject to the terms and conditions set forth herein and to be further documented in a definitive Purchase Agreement.
3. Option Period
The Option shall remain in effect for a period of sixty (60) days from the Effective Date (the “Option Period”).
Option Holder and Seller, by mutual agreement, may extend the Option Period as necessary.
4. Consideration for Option
As consideration for the grant of the Option, Option Holder shall pay to Seller the sum of Two Hundred Fifty Thousand Dollars ($250,000) (the “Option Consideration”) within five (5) business days of the Effective Date.
The parties agree as follows:
| ● | The Option Consideration is non-refundable, except in the event of a material breach of this Agreement by Seller. | |
| ● | The Option Consideration shall be credited toward the purchase price of the Resort upon exercise of the Option and closing of the transaction. | |
| ● | If the Option is not exercised within the Option Period (as may be extended), the Option Consideration shall be retained by Seller as full and earned consideration for granting the Option. | |
| ● | In the event Seller breaches this Agreement, Option Holder shall be entitled to: |
| ○ | Return of the Option Consideration, and | |
| ○ | Any additional remedies available under this Agreement or at law. |
5. Exclusivity / No-Shop
During the Option Period (including any extension), Seller shall not, directly or indirectly:
| ● | Solicit, initiate, entertain, or negotiate any alternative transaction involving the Resort. | |
| ● | Enter into any agreement, letter of intent, or understanding with any third party. | |
| ● | Provide non-public information concerning the Resort to any third party (except as required by law or to professional advisors under confidentiality obligations). |
Remedies:
In the event of a breach of this Section, Option Holder shall be entitled to:
| ● | Injunctive relief. | |
| ● | Reimbursement of documented out-of-pocket diligence costs. | |
| ● | Extension of the Option Period for the duration of such breach. |
6. Due Diligence and Access
During the Option Period, Seller shall provide Option Holder and its representatives with:
| ● | Full access to all books, records, financial statements, contracts, title reports, surveys, environmental reports, leases, permits, insurance policies, and other materials reasonably requested. | |
| ● | Reasonable physical access to the Resort. | |
| ● | Direct assess to all lenders, vendors, employees, homeowners’ associations, and other relevant third parties. |
7. Operational Matters
During the Option Period:
| ● | Option Holder shall have full operational control of the Resort. | |
| ● | Seller shall not, without Option Holder’s prior written consent: |
| o | Enter into any material new contracts. | |
| o | Incur additional indebtedness. | |
| o | Modify or terminate material agreements. | |
| o | Dispose of material assets. |
7. Lender and Stakeholder Engagement
Seller shall reasonably cooperate with Option Holder in connection with:
| ● | Communications with existing lenders and creditors. | |
| ● | Evaluation of debt, lien, and obligation structures. | |
| ● | Exploration of restructuring, payoff, or recapitalization alternatives. |
8. No Assumption of Liabilities
Option Holder shall not assume any liabilities, debts, obligations, or claims relating to the Resort unless and until a definitive Purchase Agreement is executed and the transaction is consummated.
9. Exercise of Option
Option Holder may exercise the Option by delivering written notice to Seller prior to expiration of the Option Period. The purchase price to exercise the Option will be the appraised value of the Resort based on Option Holder’s appraisal less any debt on the Resort that Option Holder will be assuming less the Option Consideration, or such other amount as the parties shall mutually agree.
Such exercise shall be accompanied by a proposed term sheet or draft Purchase Agreement setting forth:
| ● | Purchase price (including purchase price calculation methodology). | |
| ● | Transaction structure (including equity and/or debt components). | |
| ● | Treatment of existing indebtedness. |
Upon exercise, the parties shall negotiate in good faith and execute a definitive Purchase Agreement within a commercially reasonable period.
10. Transaction Framework
The parties acknowledge that the contemplated transaction may include a combination of:
| ● | Equity consideration. | |
| ● | Assumption, restructuring, or satisfaction of existing indebtedness. | |
| ● | Additional capital contributions. |
The final structure shall be set forth in the definitive Purchase Agreement.
11. Assignment
Option Holder may assign its rights under this Agreement to:
| ● | Affiliates. | |
| ● | Financing sources. | |
| ● | Special purpose entities formed for purposes of acquiring the Resort. |
12. Default and Remedies
In the event of a material breach by Seller:
| ● | Option Holder shall be entitled to specific performance. | |
| ● | Option Holder may extend the Option Period. | |
| ● | Option Holder may recover reasonable out-of-pocket costs and expenses. |
13. Confidentiality
The parties agree to keep the existence and terms of this Agreement confidential, except as required by law or disclosed to legal, financial, or tax advisors under confidentiality obligations.
14. Governing Law; Venue
This Agreement shall be governed by the laws of the State of Utah, and any disputes shall be resolved in the state or federal courts located in Salt Lake County, Utah.
15. Miscellaneous
| ● | This Agreement constitutes the entire agreement between the parties. | |
| ● | Any amendments must be in writing and signed by both parties. | |
| ● | This Agreement may be executed in counterparts and by electronic signature. |
IN WITNESS WHEREOF, this Agreement is hereby executed by the parties to be effective as of the date first set forth above.
| SELLER: | ||
| Wasatch Springs Management Holdings, LLC | ||
| By: | ||
| [Name], [Title] | ||
| OPTION HOLDER: | ||
| TAP Real Estate Technologies, Inc. | ||
| By: | ||
| Gregory Hopkins, Chief Executive Officer | ||
[Signature Page to Option to Purchase Agreement]