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): ~~January~~March 236, ~~2024~~2025

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.

~~Compensatory~~Resignation ~~Arrangements~~of ~~with~~Directors ~~Certain~~and Officers

~~The~~Effective ~~Company executed employment agreements effective~~ as of ~~January~~March 16, ~~2024~~2025, ~~with Mr~~Messrs. ~~Charles~~Carl ~~Faulkner,~~Stuart Agren ~~its~~resigned ~~Chief~~as ~~Executive~~Director ~~Officer~~of ~~and~~TechCom MrInc. ~~Simon~~(the ~~Wajcenberg~~“Company”), ~~its~~Sheharyar ~~Chief~~Haider ~~Financial~~Malhi ~~Officer~~resigned ~~and Secretary~~as ~~(collectively,~~Director of the ~~“Employment~~Company, ~~Agreements”).~~Charles Faulkner Onresigned ~~January~~as ~~23,~~the ~~2024~~Chief Executive Officer, of the Company, ~~issued~~and ~~common~~Simon ~~stock~~Wajcenberg ~~purchase~~resigned ~~warrants to~~as ~~Messrs.~~the ~~Faulkner~~Chief Financial Officer, and ~~Wajcenberg~~Secretary of the Company.

~~Each~~Appointment of ~~Messrs.~~Directors ~~Faulkner~~ and 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”).Officers

~~The~~Effective ~~Company~~as ~~issued two Common Stock purchase warrants pursuant to Regulation D under the Securities Act~~ of ~~1933~~March to6, ~~each~~2025, ofAlphaBit, ~~Messrs. Faulkner and Wajcenberg pursuant to the Employment Agreements.~~LLC, ~~One warrant (~~the ~~“First~~holder ~~Warrant”) gives each~~ of ~~them~~a ~~the~~majority ~~right to purchase ten percent~~ of the ~~Company’s currently~~ issued and outstanding ~~common~~shares ~~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 ~~closing of the Funding~~Company, ~~The~~elected ~~First~~Mr. ~~Warrant~~Aziz ~~will~~Ali ~~have~~as asole 36Director ~~month vesting~~of ~~period commencing on~~ the ~~closing~~Company ~~of the Funding, but the First Warrant shall vest immediately~~ and ~~become~~accepted ~~immediately exercisable in full on~~ the ~~date~~resignations of ~~the LOC Repayment~~Messrs. ~~Vested~~Carl ~~portions~~Stuart ofAgren ~~the~~and ~~First~~Sheharyar ~~Warrant~~Haider ~~may be exercised in whole or in part for five years after vesting~~Malhi.

~~The~~Effective ~~Second~~as ~~Warrant gives each~~ of ~~Messrs.~~March ~~Faulkner and~~6, ~~Wajcenberg~~2025, the ~~right~~Board ~~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 ~~exercise~~“Board”) ~~price~~ of the ~~First Warrant. The Second Warrant will become exercisable upon the~~ Company ~~achieving~~appointed ~~revenues of a minimum of $10,000,000 per month for four consecutive months during the term of employee’s employment~~Mr. ~~The~~Aziz ~~Second~~Ali ~~Warrant~~to ~~will~~serve ~~have~~as aits ~~36-month~~Chief ~~vesting~~Executive ~~period.~~Officer ~~Vested~~and ~~portions~~Chief ofFinancial ~~the Second Warrant may also be exercised in whole or in part for five years after vesting~~Officer.

The Company currently ~~has~~pays no ~~commitment~~compensation ~~for all~~to orthe ~~any~~new ~~part~~officer ofand ~~the~~no ~~Funding~~compensation orwill ~~the~~be ~~line~~paid ofso ~~credit.~~long ~~There~~as ~~can~~the beCompany has no ~~assurance~~operations ~~that the Funding~~ or ~~line~~capital. ofCompensation ~~credit~~ will be ~~obtained~~paid ~~on terms~~should ~~acceptable to~~ the Company ~~and~~become ~~therefore,~~an nooperating ~~assurance~~company, ~~that~~of ~~the~~which ~~compensation~~there ~~under~~can ~~the Employment Agreements will~~ be ~~paid~~no ~~or that the Warrants will become exercisable~~assurance.

~~Item~~There ~~9.01.~~are ~~Financial~~no ~~Statements~~related party transactions between the Company and ~~Exhibits~~Mr. Aziz that are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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

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. Aziz Ali, age 44 – From July 2022 through the present, Mr. Ali has served as Founder and Chief Operating Officer of Cypher Labs Information Technology Consultants LLC, in Dubai, UAE. From 2021 through the present, Mr. Ali has served as Member of the Investment Committee and Chief Operating Officer of Cypher Capital DMCCC, in Dubai, UAE. From 2017 to 2021, Mr. Ali served as Managing Director of Phoenix Group of Companies in Dubai, UAE. The Company believes the Mr. Ali is well suited to be a Director, Chief Executive Officer and Chief Financial Officer due to his experience in international senior level management..

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 thereunto duly authorized.

TechCom, Inc.

Dated: ~~January~~March 3010, ~~2024~~2025 By: /s/ ~~Charles~~Aziz ~~Faulkner~~Ali ~~Charles~~Aziz ~~Faulkner~~Ali Chief Executive Officer

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