UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~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): ~~May~~February 1018, ~~2024~~2025 (~~May~~February 1017, ~~2024~~2025)

Token Communities Ltd.

(Exact name of registrant as specified in its charter)

Delaware

000-55489

81-3709511

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

850 Tidewater Shores Loop, Suite 402

Bradenton, Florida, 34208

(Address of principal executive offices)(Zip Code)

(631) 397-1111

(Registrant’s telephone number)

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: None.

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

Not Applicable

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).

Emerging growth company ☐

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 18.01 ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

On ~~May~~February 1017, ~~2024~~2025, Token Communities, Ltd. (the “Company”) ~~entered~~announced ~~into~~its development of an ~~agreement~~Asia-Pacific ~~(the~~OZ ~~“Agreement”)~~Industrial ~~with~~Park ~~ASC Global Inc.~~ (“~~ASC Global~~APOZ”), in ~~whereby~~ the ~~Company~~State ~~acquired all~~ of ~~the~~Texas. The ~~issued~~Company ~~and~~announced ~~outstanding~~that ~~shares~~its ofsubsidiary ~~common stock of~~ ASC Global, inInc. ~~exchange~~has ~~for~~signed ~~the~~preliminary ~~issuance~~agreements ofto aacquire ~~promissory~~436 ~~note~~acres byof ~~the~~land ~~Company~~in Texas to ~~the~~build ~~shareholder~~its ~~(David~~APOZ. Development ~~Chen,~~has ~~President~~not ofcommenced but the Company) ofis ~~ASC~~working ~~Global~~diligently in coordinating the ~~principal~~various ~~amount~~aspects of ~~Five~~this ~~Million~~vast ~~Dollars~~development ~~(the “Promissory Note”)~~project. The ~~Promissory~~Company ~~Note~~continue ~~bears~~its ~~interest~~efforts attowards the ~~rate~~completion of ~~four~~this ~~percent~~anticipated ~~per annum and provides that all outstanding principal of and accrued but unpaid interest thereon shall be paid in full on or before May 10, 2027~~APOZ.

The ~~foregoing~~information ~~description~~furnished pursuant to this Item 8.01, shall not be deemed “filed” for purposes of Section 18 of the ~~Agreement~~Securities ~~and~~Exchange ~~Promissory~~Act ~~Note~~of ~~set~~1934, ~~forth~~as ~~above~~amended ~~does~~(the ~~not~~“Exchange ~~purport~~Act”), or otherwise subject to bethe ~~complete~~liabilities ~~and~~under isthat ~~qualified~~section, innor ~~its~~shall ~~entirety~~it bybe ~~reference~~deemed to ~~the~~be ~~Agreement~~incorporated ~~and~~by ~~Promissory~~reference ~~Note.~~in Aany ~~copy~~filing ofmade by the ~~Agreement~~Company ~~and~~under ~~Promissory~~the ~~Note~~Securities isAct ~~being~~of ~~filed~~1933, as ~~Exhibit~~amended, ~~2.1~~or tothe ~~this~~Exchange ~~Current~~Act, ~~Report~~except onas ~~Form~~otherwise ~~8-K~~expressly ~~and~~set isforth ~~incorporated herein~~ by specific reference in such filing.

~~Item~~Forward-Looking ~~2.01 Completion of Acquisition or Disposition of Assets.~~Statements

~~The~~This ~~information~~Current ~~contained~~Report ~~above~~includes “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward looking statements with respect to revenues, earnings, performance, development, strategies, prospects and other aspects of the business of the Company and development of the APOZ are based on current expectations that are subject to risks and uncertainties. We may not actually achieve the plans, intentions or expectations disclosed in ~~Item~~our 1forward-looking statements, and you should not place undue reliance on our forward-looking statements.01 isActual ~~hereby~~results ~~incorporated~~or events could differ materially from the plans, intentions and expectations disclosed in or implied by ~~reference~~the ~~into~~forward-looking ~~this~~statements ~~Item~~we make. A number of factors could cause actual results or outcomes to differ materially from those indicated by such forward looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the agreements surrounding the development of the proposed APOZ; (2) the inability to complete the transactions contemplated in the development of the APOZ due to various conditions to closing such transactions; (3) the risk that the proposed transaction disrupts current plans and operations of the Company as a result of the announcement and time spent on the APOZ; (4) the ability to recognize the anticipated benefits of the proposed APOZ, which may be affected by, among other things, competition, the ability to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its management and key employees; (5) costs related to the proposed APOZ; (6) changes in applicable laws or regulations; (7) the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and (8) other risks and uncertainties indicated from time to time in other documents filed or to be filed with the SEC by the Company.01 You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

~~Item~~ 2~~.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.~~SIGNATURES

~~Item~~Pursuant ~~9.01~~to ~~Financial~~the ~~Statements~~requirements ~~and~~of ~~Exhibits~~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.

(d) Exhibits:

Date: February 18, 2025	By:	/s/ David Champ
		David Champ
		President, CEO

Exhibit No.		Description
2.1		Agreement between Token Communities, Ltd. and ASC Global Inc. dated May 10, 2024.
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.

Date: May 10, 2024	By:	/s/ David Chen
		David Chen
		President

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