Current Report · Items 1.01, 9.01 · 8-K
Flywheel Advanced Technology, Inc.
FWFWOTCEQUITYCurrent
Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. Blue Print Global Limited (“Blue Print”) is, a majority-owned subsidiary of Flywheel Advanced Technology, Inc., a Nevada corporation (the “Company”), On October 1, 2025, Blue Print, entered into an Agency Agreement (the “Agency Agreement”) with XCoffee Robotics Trading Ltd. of Abu Dhabi (“XCoffee”).…
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Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
Blue
Print Global Limited (“Blue Print”) is, a
majority-owned subsidiary of Flywheel Advanced Technology, Inc., a Nevada corporation (the “Company”), On
October 1, 2025, Blue Print, entered into an Agency
Agreement (the “Agency Agreement”) with XCoffee Robotics Trading Ltd. of Abu Dhabi (“XCoffee”). Pursuant to the
Agency Agreement, Blue Print, as a supplier of a Robotic Arm Coffee Solutions (the “Product”), appointed XCoffee as its authorized
non-exclusive agent to distribute the Product in Abu Dhabi, United Arab Emirates. The Agency Agreement is valid for three years, does
not provide for the early termination option, and will be automatically renewed for another three years unless either party provides
a written non-renewal notice at least 30 days before the expiration date.
The
Agency Agreement provides that XCoffee will use its best efforts to fulfill its obligations to inform Blue Print of market conditions
and the market position affecting Blue Print in Abu Dhabi, United Arab Emirates, and Blue Print agrees to support XCoffee in fulfilling
its obligations by making available all product information, providing general sales terms and conditions, a valid pricelist, and all
necessary information and direction.
The
Agency Agreement contains a non-competition provision, prohibiting XCoffee to directly or indirectly engage in the sale or trade of any
product that is comparable to and/or competitive and/or could serve as a substitute for the Product during the term of the Agency Agreement
and for one year after its termination.
Blue
Print agrees to pay XCoffee a 15% commission based on all delivered and invoiced direct orders, provided that a purchaser fulfilled all
its obligations of the sales agreement to Blue Print. A purchaser is deemed to have fulfilled its obligations at the moment Blue
Print has received its payment for the products.
The
foregoing descriptions of the Agency Agreement is not complete and are qualified in their entirety by reference to the full text of the
Agency Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.