Business Context and Reporting Period
This Form 6-K filing by SAGTEC GLOBAL Ltd (Sagtec) covers the month of November 2025. The report details a material definitive agreement entered into on August 21, 2025, and amended on October 29, 2025, with Kinetic Seas Incorporated, a Colorado-based AI and software development firm. The collaboration focuses on jointly developing and commercializing AI and enterprise software solutions for Sagtec's client base in Southeast Asia.
Key Financial Metrics and Transaction Terms
The filing does not provide standard financial statements, revenue, profit, cash flow, or debt metrics for the reporting period. However, it discloses specific financial terms of the new agreement:
- Licensing Fee Settlement: The original US$2,000,000 licensing fee (including a 25% deposit) was fully satisfied through the issuance of 5,500,000 Class A Ordinary Shares to Kinetic Seas.
- Revenue Sharing: Future net revenue from customer AI projects will be split 70% to Sagtec and 30% to Kinetic Seas, calculated as gross receipts less direct project costs.
- Payment Terms: Payments to Kinetic Seas are due within seven days of Sagtec receiving customer payment.
Material Changes and Strategic Developments
The primary material change is the execution of the Addendum to the Licensing Agreement, which expanded the scope of services to include end-to-end AI product development, engineering, deployment, and maintenance. Key strategic shifts include:
- Kinetic Seas is designated as Sagtec's exclusive AI development and technology partner in Southeast Asia.
- The partnership targets Sagtec's existing base of over 12,000 SaaS clients.
- Sagtec retains the right to operate and commercialize the Skilliks platform, including a white-labeled version ("Skilliks-my").
Outlook, Risks, and Contingencies
Management commentary indicates an accelerated co-development strategy across Malaysia, Indonesia, Singapore, and the Philippines. The filing highlights the following risks and contingencies:
- Share Restrictions: The 5,500,000 shares issued to Kinetic Seas are subject to Rule 144 restrictions with a holding period beginning August 21, 2025.
- Intellectual Property: Ownership of jointly developed IP is governed by shared-IP principles, with specific rights to be defined in future statements of work.
- Operational Dependency: The agreement relies on Kinetic Seas providing full-cycle software development, DevOps, and technical documentation services.
Investor Verification Checklist
- Verify the exact market value of the 5,500,000 Class A Ordinary Shares issued to settle the US$2,000,000 fee.
- Confirm the specific definition of "direct project costs" used to calculate the 30% revenue share payable to Kinetic Seas.
- Review the future statements of work to understand the allocation of intellectual property rights for joint developments.
- Assess the impact of the Rule 144 holding period on Kinetic Seas' ability to liquidate their equity stake.