BLNE 8-K
Beeline Holdings, Inc. (BLNE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.01 Entry into a Material Definitive Agreement.
On July 28, 2026, Beeline Holdings, Inc. (“Beeline”) entered into a non-binding Letter of Intent (the “LOI”) with TYTL Holdings, Inc. (“TYTL”) regarding a proposed business combination pursuant to which TYTL would merge with and into Beeline in an all-stock transaction.
The LOI is non-binding with respect to the proposed business combination, except for certain customary provisions, including exclusivity, confidentiality, and termination provisions. Under certain circumstances described in the LOI, a party may be required to pay a termination fee of $150,000 or, under certain specified circumstances, TYTL may pay up to $500,000.
The final economics of the proposed transaction will be reflected in definitive agreements governing the transaction. The final transaction structure, exchange ratio, ownership percentages, and other economic terms will be determined through the negotiation of definitive agreements and are expected to be supported by a fairness opinion and customary valuation analyses.
The proposed transaction is intended to combine Beeline’s digital mortgage, lending, and title platform with TYTL’s blockchain-based real estate tokenization platform. Subject to the negotiation of definitive agreements, the combined company intends to pursue the development and commercialization of products designed to facilitate institutional participation in residential real estate through blockchain-enabled infrastructure while integrating mortgage lending, including Non-QM mortgage products, title, and settlement processes. The parties also intend to continue the development of TYTL’s home equity product, which is designed to utilize a Regulation D-compliant security structure together with blockchain technology and recorded real property interests.
The LOI contemplates customary exclusivity, confidentiality, and due diligence provisions and reflects the parties’ current expectation of an ownership structure of approximately 60% for Beeline stockholders and 40% for TYTL equity holders, subject to adjustment through the negotiation of definitive agreements, valuation analyses, and the results of a fairness opinion. Except for those provisions expressly identified as binding, the LOI is non-binding, and neither party is obligated to consummate the proposed transaction unless and until definitive agreements are executed.
Because the principal shareholder and Chief Executive Officer of Beeline is a principal shareholder of TYTL, Beeline created a special committee of its Board of Directors (the “Special Committee”) which is empowered to approve the proposed merger and make all decisions on behalf of Beeline without further Board of Directors approval. The proposed transaction remains subject to, among other things, completion of due diligence, negotiation and execution of definitive agreements, approval by the Beeline Special Committee and TYTL’s board of directors, receipt of a fairness opinion by TYTL, applicable regulatory approvals, TYTL stockholder approval, and satisfaction of customary closing conditions. There can be no assurance that definitive agreements will be executed or that the proposed transaction will be completed.
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by the complete text thereof, a copy of which is filed as Exhibit 10.1.
Item 7.01 Regulation FD Disclosure
On August 3, 2026, the Company issued a press release announcing its entry into the LOI. A copy of the press release is furnished as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under such section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Exhibit | |
| 10.1 | Letter of Intent | |
| 99.1 | Press Release dated August 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
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.
Date: August 3, 2026
| BEELINE HOLDINGS, INC. | ||
| By: | /s/ Nicholas R. Liuzza, Jr. | |
| Nicholas R. Liuzza, Jr. | ||
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
Beeline Signs LOI to Acquire TYTL, Expanding into Blockchain-Based Residential Equity
The proposed all-stock transaction offers Beeline a no-lien, debt-free alternative to HELOCs and cash-out refinances targeting an estimated $1 trillion addressable market.
PROVIDENCE, R.I. – August 3, 2026 – Beeline Holdings, Inc. (NASDAQ: BLNE) (“Beeline” or the “Company”), a technology-driven mortgage platform, today announced it has entered into a non-binding Letter of Intent (“LOI”) to acquire TYTL Corp” a Delaware C Corp (“TYTL”) in an all-stock business combination.
If completed, the transaction would combine Beeline’s AI-powered mortgage origination, Non-QM lending, title and settlement platform with TYTL’s blockchain-enabled residential equity infrastructure to create a differentiated residential equity and finance platform that enables qualified homeowners to unlock record home equity without taking on additional debt while providing institutional investors access to professionally underwritten, real estate-backed digital securities.
U.S. homeowners currently hold approximately $17 trillion in home equity. Based on TYTL’s underwriting criteria, management estimates an initial addressable market of approximately $1 trillion, primarily consisting of homeowners with properties valued at $1 million or more in premier U.S. residential markets.
Rather than using a traditional HELOC or cash-out refinance, qualified homeowners sell a fractional ownership interest in their homes in exchange for immediate liquidity. Because the transaction is structured as an equity sale rather than a loan, homeowners incur no additional debt, monthly principal or interest payments, or loan maturity. Instead of a mortgage lien, a deeded ownership interest is recorded in the public record.
For more than a year, the companies have integrated TYTL’s Regulation D-compliant digital securities platform with Beeline’s lending and title operations, creating an end-to-end platform capable of originating, underwriting, closing, recording and digitally representing residential home equity transactions. During the LOI period, the companies will continue developing a wholesale distribution platform to support national scale while advancing a key product roadmap initiative focused on the tokenization of residential mortgage-backed securities.
Each transaction is recorded in the public record and digitally represented on the blockchain on a 1:1 basis, with every dollar of recorded residential equity corresponding to one dollar of Regulation D-compliant digital securities. Through TYTL’s integration with Anchorage Digital, institutional investors can purchase these securities, with proceeds converted into U.S. dollars and delivered directly to Beeline Title to fund homeowner transactions.
TYTL has completed its initial blockchain-recorded residential home equity transactions involving $1 million-plus homes in premier U.S. markets. As of the date of this release, TYTL’s residential equity portfolio is valued at approximately 26% above its aggregate acquisition cost, reflecting the discounted purchase price of the underlying equity interests and subsequent changes in property values.
The combined company expects to retain a portion of each digital security issuance on its balance sheet, building a growing treasury of residential real estate-backed digital assets. Management expects the platform to generate higher revenue per transaction, stronger margins, and a differentiated revenue stream that is less dependent on interest rates while creating a growing portfolio of real estate-backed digital securities.
“This transaction has the potential to transform Beeline from a traditional mortgage originator into an AI-powered residential equity and finance platform,” said Jess Kennedy, Co-Founder and Chief Operating Officer of Beeline. “Rather than asking homeowners to borrow against their homes, the proposed combined platform enables qualified homeowners to monetize a portion of their accumulated equity through a simple, technology-driven transaction while creating an entirely new institutional asset class backed by prime U.S. residential real estate.”
“Our platform was designed to modernize how homeowners access residential equity through automation, blockchain technology and institutional capital,” said Brendan Reilly, Chief Technology Officer of TYTL. “Combining TYTL’s digital securities infrastructure with Beeline’s national lending and title platform creates a scalable foundation for institutional adoption of tokenized residential real estate.”
The Company intends to engage an investment bank to assist in monetizing TYTL’s existing portfolio of digital real estate assets, advise on valuation matters and support future strategic capital markets initiatives.
For additional information regarding the proposed transaction, including the proposed merger consideration and other material terms of the Letter of Intent, investors should review the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 3, 2026.
About Beeline Holdings, Inc.
Beeline Holdings, Inc. (NASDAQ: BLNE) is a technology-driven mortgage platform focused on simplifying home financing through AI-powered digital mortgage origination, Non-QM lending, title, and settlement services.
About TYTL Holdings, Inc.
TYTL Holdings, Inc. is a financial technology company designed for homeowners and built for institutional investors. The Company has developed a real estate valuation and securitization platform that purchases residential home equity from homeowners in a simple transaction that results in no debt or monthly payments and transforms the equity into a Regulation D-compliant digital security.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed business combination between Beeline and TYTL; the anticipated benefits of the proposed transaction; future products, services and technologies; expected market opportunities, including management’s estimate of an approximately $1 trillion addressable market based on TYTL’s underwriting criteria; the potential for the combined company to achieve cash-flow positive operations at approximately $6 million in monthly transaction volume; strategic advantages; and the likelihood or timing of entering into definitive agreements or completing the proposed merger.
These forward-looking statements are based on current expectations, assumptions and beliefs and are subject to numerous risks and uncertainties that could cause actual results to differ materially from those expressed or implied. These risks include, among others, the parties’ ability to negotiate and execute definitive agreements; satisfy closing conditions; obtain required approvals, including shareholder approvals and an independent fairness opinion; integrate TYTL’s technology, operations and personnel and operate effectively and as planned as a combined company; realize the anticipated benefits of the proposed transaction; comply with applicable regulatory requirements including new regulations and developments that may arise; protect intellectual property; and achieve expected levels of market adoption for the combined company’s products and services and other benefits of the transaction, including the risk that the market or demand for the anticipated offerings of the combined company could be less than expected or projected. Further, actual transaction economics, ownership percentages and other material terms may differ from those contemplated by the Letter of Intent as negotiations and due diligence progress.
Additional information regarding these and other risks is contained in Beeline’s filings with the Securities and Exchange Commission, including the Risk Factors contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the prospectus supplement dated March 10, 2026, and subsequent filings with the SEC.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by law, Beeline undertakes no obligation to update or revise any forward-looking statements to reflect subsequent events or circumstances.
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