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Replies to post #145985 on TAP Real Estate Technologies Inc (RWAX)
I understand that HUMBL, Inc. (“the Company”), WSGC, Inc., a Wyoming corporation (“the Buyer”), and WSCG Humbl SPV, a series of SPV Mgmt, LLC, a Delaware series limited liability company (the “Holding Company”), will shortly enter into an Asset Purchase Agreement (“the Agreement”). Pursuant to the Agreement, the Company conveys substantially all of its assets to the Buyer, including all its technology, virtual assets, branding, trademarks, patents, patent applications, web domains, equity interests, product inventory, transferrable permits, accounts, and certain benefits and duties of certain contracts; and
(i) the Buyer pays the Company $2,500,000 in cash;
(ii) the Buyer forgives certain promissory notes of the Company with a combined original principal amount of $525,000;
(iii) the Buyer grants 2,455,556 shares of the Buyer’s Class B Common Stock (out of a total authorized share count of 3,500,000 shares of Class B Common Stock and 10,000,000 shares of Class A Common Stock, of which 6,500,000 shares of Class A Common Stock and 200,000 shares of Class B Common Stock have been issued to other parties) to the Holding Company, and the Holding Company grants 24,555,556 Common Units of Holding Company membership interests (out of a total authorized membership interest unit count of 35,000,000 Common Units of membership interests of one class, no other interests of which have been issued) to the Company;
(iv) the Buyer covenants to obtain ownership of certain identified real estate assets having an enterprise value of at least $45,000,000 within 60 days of the Closing Date (together with items (i) through (iii), the “Sale Consideration”);
(v) Mr. Brian Foote is appointed to the board of the Buyer and as CEO of the Buyer within five days of the Closing Date; and
(vi) within 60 days of Closing, the Company applies to FINRA to change its name and stops using the name HUMBL and associated trademarks and intellectual property (together with all the foregoing, the “Asset Sale”).
The HoldCo Units represent approximately 27.5% of the outstanding equity in WSCG with a value of approximately $17,000,000. Upon transfer of the HoldCo Units, HUMBL will own 100% of HoldCo. HUMBL intends to keep a portion of the HoldCo Units to maintain exposure to WSCG’s performance and the HUMBL assets purchased by WSCG. HUMBL will also offer to exchange some of the HoldCo Units to its debtholders and holders of Series C Preferred Stock as a way to eliminate debt and reduce potential future dilution to common stockholders. Within 60 days of the closing date, the principals of WSCG will transfer real estate assets with a value of at least $45,000,000 to WSCG. The transfer of the HUMBL assets to WSCG will not take place until 20 days after the first mailing to the HUMBL shareholders of a Definitive Schedule 14C with respect to the transaction.
On December 2, 2024, following execution of the Stock Purchase Agreement, the Company entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with WSCG, Inc. (“WSCG”), and WSCG Humbl SPV, a series of SPV Management, LLC (“HoldCo”). Pursuant to Asset Purchase Agreement, the Company sold all of its assets to WSCG. In consideration for the purchase of the Company’s assets, WSCG agreed to: (a) pay the Company $3,037,500; (b) issue 2,455,556 shares of WSCG Class B Common Stock to HoldCo; and (c) grant 24,555,556 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 WSCG to the Company prior to the closing date, and $537,500 of indebtedness previously funded to the Company by affiliates of WSCG was cancelled. The remaining $2,000,000 of the cash purchase price was paid by WSCG on April 1, 2025. The value of the HoldCo Units held by the Company at the time of the acquisition by WSCG is $17,000,000 based on the percentage that HoldCo owns in WSCG based on the last valuation of WSCG. The Company agreed that WSCG would not contribute any real estate assets and WSCG would be solely a technology company in exchange for a larger percentage of WSCG owned by the Company through HoldCo.
The HoldCo Units represent approximately 48.6% of the outstanding equity in WSCG. Upon transfer of the HoldCo Units, the Company will own 100% of HoldCo. The Company intends to keep a portion of the HoldCo Units to maintain exposure to WSCG’s performance and the Company assets purchased by WSCG. The Company will also offer to exchange some of the HoldCo Units to holders of Series C Preferred Stock as a way to reduce potential future dilution to common stockholders. The transfer of the Company assets to WSCG took place on February 27, 2025.
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