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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): October 1, 2025
FLYWHEEL
ADVANCED TECHNOLOGY, INC.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
333-167130 |
|
27-2473958 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
123
West Nye Lane, Suite 455
Carson
City, Nevada |
|
89706 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (852) 66860563
| N/A |
| (Former
name or former address, if changed since last report) |
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:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| N/A |
|
N/A |
|
N/A |
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
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.
Item
9.01. Financial Statement and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Agency Agreement, dated October 1, 2025, by and between Blue Print Global Limited and XCoffee Robotics Trading Ltd., |
| 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 thereunto duly authorized.
| |
FLYWHEEL ADVANCED TECHNOLOGY, INC. |
| |
|
|
| Dated: October 7, 2025 |
By: |
/s/
Luk Yeun Leung |
| |
Name: |
Luk Yuen Leung |
| |
Title: |
President
and Chief Executive Officer
(Principal
Executive Officer and Principal Financial and Accounting Officer) |
