ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES.

As further described in Form 8-K, Duesenberg Technologies Ltd. (the "Company'") issued on March 20, 2023, the Company entered into a manufacturing, sales, servicing, merchandise, and license agreement (the "License Agreement") dated March 2, 2023, with Brightcliff Limited ("Brightcliff"). 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.

On April 5, 2023, the Company issued a total of 14,814,815 shares of its common stock, representing 50% of the fee payable for the License Agreement at a 25% discount to market value of the Company's shares on March 2, 2023. The shares were issued pursuant to the provisions of Regulation S of the United States Securities Act of 1933, as amended (the "Act") based on the representations received from Brightcliff that it was not residents of the United States and was otherwise not "U.S. Person" as that term is defined in Rule 902(k) of Regulation S of the Act.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been registered under the Act and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

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.(1)

  99.1        News Release dated April 12, 2023.

(1)Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 20, 2023.




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