UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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): ~~November~~January 323, ~~2023~~2024

TECHCOM, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-56041

06-1701678

(State or other jurisdiction

of incorporation or

organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

2901, 29th Floor, Boulevard Plaza Tower 2,

Burj Khalifa District, Downtown Dubai, UAE

00000

(Address of principal executive offices)

+6261-80512888

(Issuer’s telephone number)

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

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

None

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))

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 3.02. Unregistered Sales of Equity Securities.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Resignation~~Compensatory ofArrangements ~~Directors~~with ~~and~~Certain Officers

~~Effective~~The Company executed employment agreements effective as of ~~November~~January 31, ~~2023,~~2024 with Mr. ~~Seng~~Charles ~~Yeap~~Faulkner, ~~Kok~~its ~~resigned as the~~ Chief Executive Officer, and ~~Director~~Mr. ofSimon ~~TechCom~~Wajcenberg, ~~Inc.~~its Chief Financial Officer and Secretary (collectively, the “~~Company~~Employment Agreements”) ~~and Mr~~. ~~Lau~~On ~~Chew~~January ~~Chye~~23, ~~resigned~~2024, as the ~~Chief~~Company ~~Financial Officer,~~issued ~~Secretary~~common ~~and~~stock ~~Director~~purchase ofwarrants to ~~the~~Messrs. ~~Company~~Faulkner and Wajcenberg.

~~Appointment~~Each of ~~Directors~~Messrs. Faulkner and ~~Officers~~Wajcenberg will be paid at the rate of $300,000 per year commencing upon the closing of a debt or equity funding by the Company of a minimum of $75 million.(the “Funding”). The Company has the right to terminate the Employment Agreements as of June 30, 2024 should the Company (i) not achieve revenues of a minimum of $2,000,000 per month for four consecutive months, with the first month occurring by June 30, 2024, and (ii) the Company fails to repay US $75,000,000 (or such other amount as may be mutually agreed by the employee and the Company) by June 30, 2024 towards a line of credit to be obtained by the Company (the “LOC Repayment”).

~~Effective~~The asCompany issued two Common Stock purchase warrants pursuant to Regulation D under the Securities Act of ~~November~~1933 3,to ~~2023,~~each ~~AlphaBit,~~of ~~LLC,~~Messrs. Faulkner and Wajcenberg pursuant to the Employment Agreements. One warrant (the ~~holder~~“First Warrant”) gives each of athem ~~majority~~the right to purchase ten percent of the ~~issued~~Company’s currently issued and outstanding ~~shares~~common stock on a fully diluted basis with an exercise price equal to the average of the highest and lowest trading prices per share of the Company’s Common Stock on the date of the ~~Company~~closing of the Funding, ~~elected~~The ~~Mr.~~First ~~Sheharyar~~Warrant ~~Haider~~will ~~Malhi~~have ~~and~~a ~~Mr.~~36 month vesting ~~Carl~~period ~~Stuart~~commencing ~~Agren~~on asthe ~~Directors~~closing of the ~~Company~~Funding, but the First Warrant shall vest immediately and ~~accepted~~become immediately exercisable in full on the ~~resignations~~date of Mrthe LOC Repayment. ~~Seng~~Vested ~~Yeap~~portions ~~Kok~~of ~~and~~the ~~Mr.~~First ~~Lau~~Warrant ~~Chew~~may ~~Chye~~be exercised in whole or in part for five years after vesting.

~~Effective~~The asSecond Warrant gives each of ~~November~~Messrs. 3,Faulkner and ~~2023,~~Wajcenberg the ~~Board~~right to purchase an additional ten percent of the Company’s currently issued and outstanding common stock on ~~Directors~~a (fully diluted basis with an exercise price equal to five times the ~~“Board”)~~exercise price of the First Warrant. The Second Warrant will become exercisable upon the Company ~~appointed~~achieving ~~Mr.~~revenues ~~Charles~~of ~~Faulkner~~a tominimum ~~serve~~of as$10,000,000 ~~its~~per ~~Chief~~month ~~Executive~~for ~~Officer~~four ~~and~~consecutive ~~Mr.~~months ~~Simon~~during the term of employee’s ~~Wajcenberg~~employment. toThe ~~serve~~Second asWarrant ~~its~~will ~~Chief~~have ~~Financial~~a ~~Officer~~36-month ~~and~~vesting ~~Secretary~~period. Vested portions of the Second Warrant may also be exercised in whole or in part for five years after vesting

The Company currently ~~pays~~has no ~~compensation~~commitment tofor all ~~the~~or ~~new~~any ~~officers~~part ~~and~~of nothe ~~compensation~~Funding ~~will~~or bethe ~~paid~~line soof ~~long~~credit. asThere ~~the~~can ~~Company~~be ~~has~~ no ~~operations~~assurance that the Funding or ~~capital.~~line ~~Compensation~~of credit will be ~~paid~~obtained ~~should~~on terms acceptable to the Company ~~become~~and antherefore, ~~operating~~no ~~company,~~assurance ofthat ~~which~~the ~~there~~compensation ~~can~~under the Employment Agreements will be nopaid ~~assurance~~or that the Warrants will become exercisable.

~~Neither~~Item Mr9. ~~Agren, Mr~~01. ~~Malhi~~Financial ,Statements ~~Mr. Wajcenberg nor Mr. Faulkner have any family relationships with any director or other executive officer of the Company. There are no transactions between the Company~~ and ~~any of these individuals that are required to be disclosed pursuant to Item 404(a) of Regulation S-K~~Exhibits.

~~Biographical~~(d) ~~Information~~The following Exhibits are filed as part of this report.

Mr. Carl Stuart Agren, age 47 – From April 2022 through the present, Mr. Agren has served as Chief Executive Officer of Phoenix Group, a company specializing in cryptocurrency and blockchain technology. From May 2018 thought March 2022, he served as Chief Operating Officer of G42 Cloud. The Company believes the Mr. Agren is well suited to be a Director due to his experience in international senior level management and as a company officer. Mr. Agren has a Master of Art, Business Information Systems, from the University of Phoenix and a Bachelor of Science, Business Information Systems from the University of Idaho.

Exhibit No.		Description

10.1		Amended and Restated Employment Agreement between the Company and Charles Faulkner dated as of January 1, 2024

10.2		Amended and Restated Employment Agreement between the Company and Simon Wajcenberg dated as of January 1, 2024

10.3		First Warrant dated January 23, 2024 issued to Charles Faulkner

10.4		First Warrant dated January 23, 2024 issued to Simon Wajcenberg

10.5		Second Warrant dated January 23, 2024 issued to Charles Faulkner

10.6		Second Warrant dated January 23, 2024 issued to Simon Wajcenberg

Mr. Sheharyar Haider Malhi, age 41 – From July 2023 through the present, Mr. Malhi has been the Chief Financial Officer of Phoenix Group. From May 2022 through July 2023, he was Chief Financial Officer of AI Group. From March 2022 through May 2022, he was Director of KPMG Norway. From November 2018 through March 2020, he was Chief Financial Officer of AK Jensen. From November 2008 through November 2018, he was Senior Manager at KPMG in Ireland and Norway. The Company believes that Mr. Malhi is well qualified to be a Director due to his extensive senior management and director level roles throughout Europe and the Middle East.2

Charles Faulkner, age 38 - Mr. Faulkner has served as Chief Executive Officer of EdgeMode Inc. from March 2020 to present. At EdgeMode, he is responsible for general management of business operations, vision and growth of the business, including corporate development, marketing and strategy. He worked as a director responsible for day to day management of operations at North Block Capital Led. from December 2017 to March 2020. Mr. Faulkner has a Bachelor of Arts with honors from De Montfort University.SIGNATURES

~~Simon~~Pursuant ~~Wajcenberg,~~to ~~age 56 - Mr. Wajcenberg has served as~~ the ~~Chairman~~requirements ~~and~~of ~~Chief Financial Officer, with responsibility for board oversight and financial operations, at EdgeMode Inc. from March 2020 through~~ the ~~present. He served as Chief Executive Officer of North Block Capital Ltd from December 2017 through March~~Securities ~~2020.~~Exchange HeAct ~~has served as Chairman~~ of ~~the Board of EdgeMode Inc.~~1934, ~~a company publicly traded in~~ the ~~United~~Registrant ~~States,~~has ~~from~~duly ~~February~~caused ~~2022~~this report to ~~present. Mr.~~be ~~Wajcenberg~~signed ~~has~~on ~~passed~~its ~~three~~behalf Aby ~~levels~~the inundersigned ~~the~~thereunto ~~United~~duly ~~Kingdom~~authorized.

2TechCom, Inc.

~~SIGNATURES~~Dated: January 30, 2024 By: /s/ Charles Faulkner Charles Faulkner Chief Executive Officer

~~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 thereunto duly authorized.~~3

TechCom, Inc.

Dated: November 7, 2023 By: /s/ Charles Faulkner Charles Faulkner Chief Executive Officer

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