ITEM 1.01ENTRY INTO A MATERIAL AGREMEENT.

Licence Agreement with Brightcliff Limited

Duesenberg Technologies Ltd. (the "Company'") entered into a manufacturing, sales, servicing, merchandise, and license agreement (the "Agreement") dated March 2, 2023, with Brightcliff Limited ("Brightcliff").

The Agreement gives the Company a right to use Duesenberg's logo and trademark (The "Licensed Trademarks") in designing, developing, and manufacturing electric automobiles as well as various associated merchandise with the Licensed Trademarks for 20 years. As consideration for the license, the Company agreed to a $5,000,000 fee, payable in cash or common shares, which shares would be issued at 25% discount to current market value. In addition, the Company will have to pay a royalty of 3% from gross revenue on sales of the trademark products.

The Company is unable to sublicense the Licensed Trademarks without the prior written consent of Brightcliff, and subject to payment of a sublicensing fee in the amount of $1,000,000 in cash or stock, at Brightcliff's sole option, along with a royalty fee at the rate of 8% of the sublicensee's revenue from its sale of the Licensed Products.

The Agreement will be terminated and the Company will lose its rights to the Licensed Trademarks if it failed to have licensed products ready for sale to the public within five years of the effective date of the Agreement.

The Agreement with Brightcliff is not an arm's length agreement as Lim Hun Beng is a shareholder and director of Brightcliff.

Licence Agreement with Duesenberg Korea

The Company entered into a manufacturing, sales, servicing, merchandise, and license agreement with Duesenberg Korea Inc. ("DKI") dated March 3, 2023 (the "Sublicense Agreement"). Under the term of the Sublicense Agreement, the Company has granted a license to DKI to design, develop, and manufacture electric automobiles and associated merchandise using Duesenberg logo and trademark in South Korea.

The Sublicense Agreement is for a term of 20 years and includes a royalty fee of 4% payable on gross revenue from the sale of the products and merchandise marketed under Duesenberg's logo and trademark.

The Sublicense Agreement will be terminated and DKI will lose its rights to the Licensed Trademarks if it has failed to have licensed products ready for sale to the public within three years of the effective date of the Sublicense Agreement.

Brightcliff has agreed to waive the sublicensing fee and royalty fee that would otherwise be applicable to Brightcliff as a result of this Sublicense Agreement.

The Agreement with DKI is an arm's length agreement.

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ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.





(d)Exhibits



Exhibit       Description of Exhibit
Number

  10.1        Manufacturing, Sales, Servicing Merchandise and License Agreement
              between the Company and Brightcliff Limited. dated March 2, 2023.

  10.2        Manufacturing, Sales, Servicing Merchandise and License Agreement
              between the Company and Duesenberg Korea Inc. dated March 3, 2023.

  99.1        News Release dated March 20, 2023.

























































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