UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C
Information
Statement Pursuant to Section 14(c) of the Securities
Exchange
Act of 1934
Check
the appropriate box:
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Preliminary
Information Statement |
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-5(d)(2)) |
| ☐ |
Definitive
Information Statement |
HUMBL,
INC.
(Name
of Registrant as Specified in Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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No
fee required. |
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its
filing. |
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HUMBL,
INC.
101
W. Broadway
Suite
1450
San
Diego, CA 92101
(786)
738-9012
Notice
of Action by Written Consent of Shareholders to be Effective March __, 2026
Dear
Stockholder:
HUMBL,
Inc., a Delaware corporation. (the “Company”), hereby notifies our stockholders of record on February 2, 2026, that stockholders
holding approximately 55% of the voting power have approved, by written consent in lieu of a special meeting dated December 31, 2025,
the following proposal:
Proposal
1: To change the name of the Company to TAP Real Estate Technologies, Inc.
This
Information Statement is first being mailed to our stockholders of record as of the close of business on February 2, 2026. The action
contemplated herein will not be effective until March __, 2026, a date which is at least 20 days after the date on which our definitive
Information Statement is first mailed to our stockholders of record. You are urged to read the Information Statement in its entirety
for a description of the action taken by the majority stockholders of the Company.
WE
ARE NOT ASKING YOU FOR A PROXY AND
YOU
ARE REQUESTED NOT TO SEND US A PROXY.
The
corporate action is taken by consent of the holders of a majority of the shares outstanding, and pursuant to Delaware law and the Company’s
bylaws that permit holders of a majority of the voting power to take a stockholder action by written consent. Proxies are not being solicited
because stockholders holding approximately 55% of the issued and outstanding voting capital stock of the Company hold more than enough
shares to effect the proposed action and have voted in favor of the proposals contained herein.
Exhibit
A Amendment to the Company’s Certificate of Incorporation
| /s/ Gregory Hopkins |
|
| CEO’ |
|
| February 5, 2026 |
|
HUMBL,
INC.
101
W. Broadway
Suite
1450
San
Diego, CA 92101
INFORMATION
STATEMENT
WE
ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
General
Information
This
Information Statement is being furnished to the stockholders of HUMBL, Inc., a Delaware corporation (the “Company”), in connection
with the adoption of an Amendment to our Certificate of Incorporation by written consent of our Board of Directors and the holders of
a majority of our issued and outstanding voting securities in lieu of a special meeting. On December 31, 2025, our Board of Directors
approved, and by a written consent dated December 31, 2025, the holders of a majority of our voting capital stock approved an amendment
to our Certificate of Incorporation to change our name to TAP Real Estate Technologies, Inc. (the “Amendment”). The Amendment
has been filed with the Delaware Secretary of State but will not become effective until March __, 2026, a date which is at least 20 days
after the date on which our definitive Information Statement is first mailed to our stockholders of record.
Voting
Securities
As
of the date of this Information Statement, our voting securities consist of our Common Stock, of which 54,618,782,943 shares are outstanding,
7,000,0000 shares of Series A preferred stock, par value $0.0001, 349,091 shares of Series B preferred stock, par value $0.00001 per
share, and 100,000 shares of Series D preferred stock, par value $0.0001 (the Series A, B and D preferred stock collectively, the “Preferred
Stock”, and together with the Common Stock, the “Voting Stock”) that vote on an as-converted basis. Approval of the
Amendment requires the affirmative consent of a majority of the shares of our Voting Stock issued and outstanding at February 2, 2025
(the “Record Date”). The quorum necessary to conduct business of the stockholders consists of a majority of the Voting Stock
issued and outstanding as of the Record Date.
Our
majority stockholder who beneficially owns 7,000,000 shares of Series A preferred stock and 190,459 shares of Series B Preferred Stock
is the “Consenting Stockholder.” The holder of Series A preferred stock is entitled to cast that number of votes equal to
1,000 shares of Common Stock per share of Series A preferred stock, and the holder of Series B preferred stock is entitled to cast that
number of votes equal to 10,000 shares of Common Stock per share of Series B preferred stock. The Consenting Stockholder has the power
to vote the majority of our Voting Stock, which number exceeds the majority of the issued and outstanding shares of our Voting Stock
on the Record Date. The Consenting Stockholder has consented to the proposed action set forth herein and had the power to pass the proposed
corporate action without the concurrence of any of our other stockholders.
The
approval of this action by written consent is made possible by Section 228 of the Delaware General Corporation Law, which provides that
the written consent of the holders of outstanding shares of voting stock, having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be
substituted for such a meeting. To eliminate the costs involved in holding a special meeting, our Board of Directors elected to utilize
the written consent of the holders of more than a majority of our Voting Stock.
This
Information Statement will be mailed on or about February __, 2026, to stockholders of record as of the Record Date and is being delivered
to inform you of the corporate action described herein before such action takes effect in accordance with Rule 14c-2 of the Securities
Exchange Act of 1934, as amended.
The
entire cost of furnishing this Information Statement will be borne by the Company. We will request brokerage houses, nominees, custodians,
fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record
by them, and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.
Dissenters’
Right of Appraisal
The
Delaware General Corporation Law does not provide for dissenter’s rights of appraisal in connection with the proposed action nor
have we provided for appraisal rights in our Certificate of Incorporation or Bylaws.
PROPOSAL
1 –
AMENDMENT
TO OUR CERTIFICATE OF INCORPORATION
TO
EFFECT A CHANGE OF NAME OF THE COMPANY
We
have filed an Amendment to our Certificate of Incorporation to change our name from “HUMBL, Inc.” to “TAP Real Estate
Technologies, Inc.” to reflect our decision to focus on taking the lead in establishing the next generation of real estate capital
formation through tokenized asset portfolios to hold and manage select real estate assets while leveraging licensed digital infrastructure
to tokenize ownership interests, manage investor participation and support compliant issuance and lifecycle administration of real estate
assets.
Certificate
of Incorporation and Bylaws
Certain
provisions of Delaware law, our Certificate of Incorporation and our Bylaws, which are summarized below, may have the effect of delaying,
deferring or discouraging another person from acquiring control of us. They are also designed, in part, to encourage persons seeking
to acquire control of us to negotiate first with our Board of Directors. We believe that the benefits of increased protection of our
potential ability to negotiate with an unfriendly or unsolicited acquirer outweigh the disadvantages of discouraging a proposal to acquire
us because negotiation of these proposals could result in an improvement of their terms.
Board
of Directors Vacancies
Our
Certificate of Incorporation and Bylaws authorize only our Board of Directors to fill vacant directorships, including newly created seats.
In addition, the number of directors constituting our Board of Directors will be permitted to be set only by a resolution adopted by
a majority vote of our entire Board of Directors. These provisions would prevent a stockholder from increasing the size of our Board
of Directors and then gaining control of our Board of Directors by filling the resulting vacancies with its own nominees. This will make
it more difficult to change the composition of our Board of Directors and will promote continuity of management.
Stockholder
Action; Special Meeting of Stockholders
Our
Certificate of Incorporation provides that special meetings of our stockholders may be called only by a majority of our Board of Directors,
the chairperson of our Board of Directors, our Chief Executive Officer or our President, thus prohibiting a stockholder from calling
a special meeting. These provisions might delay the ability of our stockholders to force consideration of a proposal or for stockholders
controlling a majority of our capital stock to take any action, including the removal of directors.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our
Bylaws provide advance notice procedures for stockholders seeking to bring business before our annual meeting of stockholders or to nominate
candidates for election as directors at our annual meeting of stockholders. Our also specify certain requirements regarding the form
and content of a stockholder’s notice. These provisions might preclude our stockholders from bringing matters before our annual
meeting of stockholders or from making nominations for directors at our annual meeting of stockholders if the proper procedures are not
followed. We expect that these provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies
to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company.
No
Cumulative Voting
The
Delaware General Corporation Law provides that stockholders are not entitled to cumulate votes in the election of directors unless a
corporation’s Certificate of Incorporation provides otherwise. Our Certificate of Incorporation does not provide for cumulative
voting.
Amendment
of Charter and Bylaws Provisions
Amendments
to our Certificate of Incorporation will require the approval of the holders of at least a majority of the voting power of the outstanding
shares of Common Stock and Preferred Stock. Our Bylaws provide that they can be amended or repealed by our Board of Directors or the
approval of the holders of at least a majority of the voting power of the stockholders that includes our Series A and Series B preferred
voting together with the holders of Common Stock as a single class.
Issuance
of Undesignated Preferred Stock
Our
Board of Directors has the authority, without further action by our stockholders, to issue up to 10,000,000 shares of undesignated preferred
stock with rights and preferences, including voting rights, designated from time to time by our Board of Directors. The existence of
authorized but unissued shares of preferred stock would enable our Board of Directors to render more difficult or to discourage an attempt
to obtain control of us by means of a merger, tender offer, proxy contest or other means.
Exclusive
Forum
Our
Bylaws provide that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any
derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of
our directors, officers, or other employees to us or our stockholders, (iii) any action asserting a claim against the company or any
director or officer of the company arising pursuant to any provision of the Delaware General Corporation Law, (iv) any action to interpret,
apply, enforce, or determine the validity of our amended and restated Certificate of Incorporation or amended and restated Bylaws, or
(v) any other action asserting a claim that is governed by the internal affairs doctrine shall be the Chancery Court of the State of
Delaware, in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. Our Bylaws also
provide that the federal district court in the State of Delaware will be the exclusive forum for resolving any complaint asserting a
cause of action under the Securities Act and the Exchange Act.
Any
person or entity purchasing or otherwise acquiring any interest in our securities shall be deemed to have notice of and consented to
these provisions. We note that stockholders cannot waive compliance (or consent to non-compliance) with the federal securities laws and
the rules and regulations thereunder.
We
are not aware of any attempt to take control of the Company and are not presenting this proposal with the intent that it be utilized
as a type of anti−takeover device.
VOTING
SECURITIES AND PRINCIPAL STOCKHOLDERS
The
column entitled “Percentage of Class” is based on 54,618,782,943 shares of the Registrant’s common stock outstanding
as of January 23, 2026.. Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting
or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or
exercisable within 60 days of January 23, 2026, are considered outstanding and beneficially owned by the person holding the options for
the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of
any other person. Except as otherwise noted, we believe the persons and entities in this table have sole voting and investing power with
respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable.
Brian
Foote has voting control through its ownership of 7,000,000 shares of Series A preferred stock and 190,459 shares of Series B preferred
stock. Each share of Series A preferred stock and Series B preferred stock entitles the holder to vote on all matters submitted to a
vote of our shareholders with each share of Series A preferred having 1,000 votes and each share of Series B preferred stock having 10,000
votes.
| Name
and Address of Beneficial Owner | |
Class
of Securities | |
#
of Shares | | |
%
of Class | | |
%
of Voting Shares(2) | |
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| Brian Foote(1) | |
Common | |
| 11,894,304 | | |
| * | | |
| * | |
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Series A Preferred | |
| 7,000,000 | | |
| 100 | % | |
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Series B Preferred | |
| 190,459 | | |
| 54.56 | % | |
| 3.49 | % |
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| Jeffrey Hinshaw(1) | |
Common | |
| 100,060,000 | | |
| * | | |
| * | |
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Series B Preferred | |
| 30,263 | | |
| 8.66 | % | |
| * | |
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| Gregory Hopkins | |
Common | |
| 250,000,000 | | |
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| % | |
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| % | |
| All Officers and Directors as a Group (3 persons) | |
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| Common | |
Common | |
| 361,954,304 | | |
| *
% | | |
| *
% | |
| Series A Preferred | |
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| 7,000,000 | | |
| 100 | % | |
| % | |
| Series B Preferred | |
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| 243,375 | | |
| % | | |
| % | |
| (1) |
Officer
and/or director of our Company. |
| (2) |
Voting
control is based on a total of 54,618,782,943 voting rights attributable to shares of our commons stock with one vote per share,
shares of our Series A Preferred stock with 1,000 votes per share and shares of our Series B Preferred stock with 10,000 votes per
share, shares of our Series C Preferred stock have no voting rights, shares of our Series D Preferred Stock vote with 500,000 votes
per shares. |
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|
| * |
less
than 1% of the issued and outstanding shares of common stock |
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only
one Information Statement is being delivered to multiple security holders sharing an address unless the Company has received contrary
instructions from one or more of its security holders. The Company undertakes to deliver promptly upon written or oral request a separate
copy of the Information Statement to a security holder at a shared address to which a single copy of the documents was delivered and
provide instructions as to how a security holder can notify the Company that the security holder wishes to receive a separate copy of
the Information Statement.
Security
holders sharing an address and receiving a single copy may request to receive a separate Information Statement at HUMBL, Inc., 101 W.
Broadway, Suite 1450, San Diego, CA 92101. Security holders sharing an address can request delivery of a single copy of the Information
Statement if they are receiving multiple copies may also request to receive a separate Information Statement at HUMBL, Inc, 101 W. Broadway,
Suite 1450, San Diego, CA 92101, telephone: (786) 738-9012.
WHERE
YOU CAN OBTAIN ADDITIONAL INFORMATION
We
are required to file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy
any document we file at the SEC’s public reference rooms at 100 F Street, N.E, Washington, D.C. 20549. You may also obtain copies
of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Copies of our
SEC filings are also available to the public from the SEC’s web site at www.sec.gov.
We
will provide, upon request and without charge, to each shareholder receiving this Information Statement a copy of our filings with the
SEC and other publicly available information. A copy of any public filing is also available, at no charge, by contacting HUMBL, Inc.,
101 W. Broadway, Suite 1450, San Diego, CA 92101, telephone: (786) 738-9012.
| Date:
February 5, 2026 |
HUMBL,
Inc. |
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By
Order of the Board of Directors |
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By: |
/s/
Gregory Hopkinsa |
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Gregory
Hopkins |
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|
CEO |
Exhibit
A
CERTIFICATE
OF AMENDMENT TO
CERTIFICATE
OF INCORPORATION OF
HUMBL,
INC.
HUMBL,
Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”),
does hereby certify as follows:
1.
The name of the corporation is HUMBL, Inc. The date of the filing of its original Certificate of Incorporation (the “Certificate
of Incorporation”) with the Secretary of State of the State of Delaware was November 18, 2020.
2.
This Certificate of Amendment to Certificate of Incorporation (this “Certificate of Amendment”) amends the Certificate of
Incorporation of the Corporation (the “Certificate”) to change its name to TAP Real Estate Technologies, Inc.
3.
Paragraph FIRST is amended to read as follows: “The name of the Corporation is TAP Real Estate Solutions, Inc.”
4.
The remaining provisions of the Certificate not affected by the aforementioned amendment shall remain in full force and shall not be
affected by this Certificate of Amendment.
5.
This Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and by the stockholders of the Corporation
on December 31, 2025 in accordance with the applicable provisions of Sections 141, 228 and 242 of the General Corporation Law of the
State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer this 7th
day of January, 2026.
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HUMBL,
Inc. |
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By: |
/s/
Gregory Hopkins |
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Gergory
Hopkins, CEO |
