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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): February 3, 2026
Webstar Technology Group, Inc.
(Exact
name of registrant as specified in its charter)
| Wyoming |
|
000-56268 |
|
37-1780261 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
1100
Peachtree St. NE, Suite 200, Atlanta, GA 30309
(Address
of principal executive offices) (Zip Code)
404-994-7819
Registrant’s
telephone number, including area code
(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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of Each Class |
|
Trading
Symbol |
|
Name
of Exchange on Which Registered |
| None |
|
None |
|
None |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☒
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
February 3, 2026, Forge Atlanta Asset Management, LLC (“FAAM”), an affiliated project entity associated with Webstar Technology
Group, Inc. (the “Company”), entered into an Exchange Licensing Agreement (the “Agreement”) with Torch, LLC (“Torch”).
The Agreement establishes the framework under which Torch will provide blockchain-enabled exchange infrastructure and compliance technology
services in connection with the potential tokenization of certain economic interests associated with the Forge Atlanta development project.
Under
the terms of the Agreement, Torch will provide digital asset exchange infrastructure, smart contract deployment utilizing the ERC-3643
token standard, compliance monitoring tools, investor accreditation and verification services, and related transaction processing capabilities.
FAAM and any affiliated special purpose vehicle entities (collectively, the “Issuer Entities”) will retain responsibility
for the preparation of offering materials, regulatory filings, disclosure obligations, and compliance with applicable federal and state
securities laws, including the pursuit of registration or applicable exemptions under the Securities Act of 1933, as amended.
The
Agreement contemplates the potential issuance of blockchain-enabled digital securities representing fractionalized economic participation
interests associated with the Forge Atlanta project. The Agreement prohibits marketing or communications that guarantee returns, liquidity,
or regulatory approval and establishes compliance enforcement and investor eligibility verification requirements.
Corporate
Participation Model Context
The
Company operates under a Corporate Participation Model through which it seeks to create long-term shareholder value by participating
in real asset development opportunities through affiliated entities, joint ventures, and project-specific participation structures. Under
this model, the Company focuses on strategic oversight, capital structuring, regulatory governance, and technology integration, while
licensed third-party development partners and specialized service providers execute construction, development, and infrastructure operations.
The
Company does not directly operate digital asset exchanges or issue digital securities through the parent corporate entity but may support
affiliated project entities that engage in such activities in compliance with applicable securities regulations. The Agreement with Torch
is consistent with this participation structure and reflects the Company’s strategy of utilizing technology infrastructure providers
to support affiliated development projects.
OTC
Markets Disclosure Considerations
The
Company is committed to maintaining transparent and accurate disclosure for investors and stakeholders in accordance with OTC Markets
disclosure guidelines. The Company cautions investors that the Exchange Licensing Agreement represents an infrastructure and technology
services arrangement and does not constitute an offering of securities by the Company. Any potential digital securities offerings contemplated
under the Agreement would be conducted by affiliated Issuer Entities and would be subject to applicable registration requirements or
valid exemptions from registration.
The
Company does not guarantee the timing, approval, or completion of any potential tokenization initiatives, development milestones, capital
formation activities, or secondary trading functionality that may be associated with the Forge Atlanta project.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements include statements regarding potential tokenization initiatives, development timelines, capital formation
strategies, technology integration, and anticipated business opportunities. These statements are subject to risks and uncertainties that
could cause actual results to differ materially from those projected, including regulatory developments, capital market conditions, project
execution risks, technological implementation risks, and other factors described in the Company’s filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update forward-looking statements except as required by law.
Item
9.01 Financial Statements and Exhibits
| Exhibit
10.1 |
|
Exchange Licensing Agreement, dated February 3, 2026, by and between Forge Atlanta Asset Management, LLC and Torch, LLC. |
| |
|
|
| 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 Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Webstar
Technology Group, Inc. |
| |
|
|
| Dated:
February 9, 2025 |
By: |
/s/
Ricardo Haynes |
| |
Name: |
Ricardo
Haynes |
| |
Title: |
Chief
Executive Officer |
