INVESTMENTS |
3 Months Ended | |||||||||||||||
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Mar. 31, 2026 | ||||||||||||||||
| Investments, All Other Investments [Abstract] | ||||||||||||||||
| INVESTMENTS | NOTE 4: INVESTMENTS
FINCAPITAL
On December 2, 2024, the Company entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with Ybyrá Capital S.A. (“Ybyrá”) and Brian Foote, the former CEO and current director. Pursuant to the Stock Purchase Agreement: (a) HUMBL purchased 99% of the outstanding equity interests of FinCapital Credito Pagamentos e Servicos LTDA, a Brazilian company (“FinCapital”), from Ybyrá; and (b) Brian Foote sold his shares of Series A Preferred Stock and shares of Series D Preferred Stock of the Company (the “Control Shares”) to Ybyrá. With the purchase of the Control Shares, Ybyrá became the controlling stockholder of the Company. FinCapital a previously dormant entity and had at the time of the purchase one asset which consisted of 41,500 tons of magnesium silicate with a book value of $20,000,000. Magnesium silicate is a raw material used in industrial sectors such as fertilizer, construction, ceramics, and fireproofing.
FinCapital became a 99% owned subsidiary of the Company. The Company agreed to issue $20,000,000 in common shares to Ybyrá for the purchase of the FinCapital equity interest. On September 9, 2025, the Company, Ybyrá, Brian Foote and Thiago Moura entered into a settlement agreement (“Settlement Agreement”), whereby Ybyrá’s right to receive the Company’s common stock is cancelled, and the Company was required to issue shares of common stock to Thiago Moura (which was issued September 10, 2025), Thiago Moura resigned as Company CEO and as a member of the board of directors, and the Company agreed to pay Ybyrá $10,000 per month in cash and $ per month in common stock until the assignment of the FinCapital shares back to Ybyrá on December 31, 2025. The Company recorded $60,000 in accrued expenses through December 31, 2025, for this settlement. On December 31, 2025, as per the settlement agreement, the minerals reverted back to Ybyrá as the Company was unable to enter into a transaction to sell these minerals. The fees accrued by the Company to Thiago Moura stopped at this time, and the Company settled this accrual with the issuance of million common shares for the five months as stipulated in the Settlement Agreement.
TAP Holdco
On December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement with TAP, Inc. (formerly WSCG, Inc.) and HoldCo. Pursuant to the Asset Purchase Agreement, the Company sold all of its assets to TAP. In consideration for the purchase of the Company’s assets, TAP agreed to: (a) pay the Company $3,037,500; (b) issue shares of TAP Class B Common Stock to HoldCo; and (c) grant membership units of HoldCo to the Company (the “HoldCo Units”). Of the $3,037,500 payable in cash to the Company, $500,000 was previously paid in cash by TAP to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of TAP was cancelled. The remaining $2,000,000 of the cash purchase price was paid by TAP on April 1, 2025. The value of the HoldCo Units held by the Company at the time of the acquisition by TAP is $17,000,000 based on the percentage that HoldCo owns in TAP based on the last valuation of TAP The Company agreed that TAP would not contribute any real estate assets and TAP would be solely a technology company in exchange for a larger percentage of TAP owned by the Company through HoldCo. The Company considers TAP and TAP HoldCo related parties as they share common directors.
The HoldCo Units represented at the time approximately 48.6% of the outstanding equity in TAP. Upon transfer of the HoldCo Units, the Company owned 100% of HoldCo. Through August 6, 2025, the Company accounted for the 48.6% interest in TAP as an equity method investment. Upon the exchanges noted below, as of August 7, 2025, the Company will now treat the interest in TAP as a cost method investment, as opposed to an equity method investment. The carrying amount of the investment as of March 31, 2026 is $1,229,510 calculated as follows:
In July and August 2025, the investors holding the Series C preferred shares exchanged shares of Series C Preferred Stock for approximately 83% of the units the Company holds in TAP Holdco. The Company recorded the $13,303,179 effectively as a distribution as this was an equity-for-equity exchange.
Additionally, in August 2025, the Company granted BRU approximately 10% of its holdings in HoldCo as part of their settlement with them. The Company recorded a loss of $1,621,171 on this transaction.
For the period February 27, 2025 through March 31, 2026, there have been no indicators of impairment identified.
For the period February 27, 2025 through March 31, 2025, the Company recognized a loss on investee of $68,165.
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