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 31, 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 December 30, 2025, TAP Real Estate Technologies, Inc. (the “Company”) entered into License Agreement with TAP, Inc. to license certain technology from TAP, Inc. The License Agreement was set to expire on March 31, 2026. On March 31, 2026, the Company and TAP, Inc. entered into an Amendment to License Agreement to extend the term of the License Agreement to June 30, 2026 (the “Amendment”). The parties intend to use the additional time granted by the Amendment to negotiate a final license agreement.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment 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 | Amendment to License Agreement dated March 31, 2026, between the Company 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: April 6, 2026 | TAP Real Estate Technologies, Inc. | |
| By: | /s/ Gregory Hopkins | |
| Gregory Hopkins, CEO | ||
Exhibit 10.1
AMENDMENT TO LICENSE AGREEMENT
This Amendment to License Agreement (this “Amendment”) is entered into effective as of March 31, 2026, by and between TAP, Inc., a Utah corporation (“Licensor”), and TAP Real Estate Technology, Inc., a Delaware corporation (f/k/a HUMBL, Inc.) (“Licensee”). Licensor and Licensee are sometimes referred to herein collectively as the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the License Agreement (as defined below).
A. The Parties entered into that certain License Agreement dated December 30, 2025 (the “License Agreement”).
B. The Parties have agreed to amend the License Agreement as set forth below.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Recitals. Each of the parties hereto acknowledges and agrees that the recitals set forth above in this Amendment are true and accurate and are hereby incorporated into and made a part of this Amendment.
2. Extension. The Parties agree to extend the Term of the License Agreement to June 30, 2026.
3. Other Terms Unchanged. The License Agreement, as amended by this Amendment, remains and continues in full force and effect, constitutes legal, valid, and binding obligations of each of the parties, and is in all respects agreed to, ratified, and confirmed. Any reference to the License Agreement after the date of this Amendment is deemed to be a reference to the License Agreement as amended by this Amendment. If there is a conflict between the terms of this Amendment and the License Agreement, the terms of this Amendment shall control.
4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic signature of another party’s executed counterpart of this Amendment (or such party’s signature page thereof) will be deemed to be an executed original thereof.
5. Further Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date set forth above.
| LICENSOR: | ||
| TAP, Inc. | ||
| By: | ||
| Brian Foote, CEO | ||
| LICENSEE: | ||
| TAP Real Estate Technologies, Inc. | ||
| By: | ||
| Gregory Hopkins, CEO | ||