UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

HUMBL Inc.

(Exact Name of Registrant as Specified in its Charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box. ☐

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following. ☒

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement number to which the form relates: 333-261403

Securities to be registered pursuant to Section 12(g) of the Act:

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.00001 per share

(Title of Class)

Item 1. Description of Registrant’s Securities to be Registered.

HUMBL Inc. (the “Registrant”) hereby incorporates by reference the description of its common stock, par value $0.00001 per share, registered hereunder contained under the heading “Description of Capital Stock” in the Registrant’s Registration Statement on Form S-1 (File No. 333-2048019), as originally filed with the Securities and Exchange Commission (the “Commission”) on November 29, 2021, as subsequently amended (the “Registration Statement”), and in the prospectus included in the Registration Statement.

Item 2. Exhibits.

The following exhibits are incorporated herein by reference:

* Previously filed with the Company’s Form S-1 filed with the Securities and Exchange Commission on November 29, 2021.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.