FUST 8-K
Fuse Group Holding Inc. (FUST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
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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 (see General Instruction A.2. below):
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Item 1.01 Entry into a Definitive Material Agreement.
On December 13, 2023, Fuse Group Holding Inc. (the “Company”), entered into a Consulting Agreement (the “Agreement”) with Beijing Jixiang Fengqi Tech Company Limited, a company organized under the laws of China (the “Customer”). Pursuant to the Agreement, the Company will provide consulting services to the Customer, including marketing research, competitive analysis and business development strategy in North America as well as marketing strategies, product development, identifying and partnering with local businesses or distributors and other general business advisory services. The Agreement has a term of one year from December 13th, 2023 to December 12th, 2024 and may be renewed by the parties. For the services rendered by the Company as required by the Agreement, the Customer agrees to pay a service fee to the Company of $10,000 per month, payable monthly.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.
Item 8.01 Other Events
On December 15, 2023, the Company issued a press release announcing the signing of the Consulting Agreement described in Item 1.01 above, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
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Exhibits |
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Exhibit No. |
Exhibit Title or Description |
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10.1 |
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99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL) |
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 hereunto duly authorized.
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Fuse Group Holding Inc. |
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Date: December 15, 2023 |
By: |
/s/ Umesh Patel |
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Umesh Patel |
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Chief Executive Officer |
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Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (the "Agreement") is entered by and between Beijing Jixiang Fengqi Tech Company Limited (the "Customer" or “Company”) AND Fuse Group Holding Inc. (“FUST”) (the "Consultant ") on December 13th, 2023 and shall take effect on December 13th, 2023.
IN CONSIDERATION OF the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Customer and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
Services Provided
The Customer hereby agrees to engage the Consultant to provide the Customer with services (the "Services") from December 13th, 2023 to December 12th, 2024 consisting of:
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The Consultant shall help the Company to conduct marketing research, competitive analysis, and business development strategy in north America. |
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The Consultant shall provide research findings to the Company’s management with regards to company’s website and product development. |
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The Consultant shall help the Company to develop digital marketing strategies, including SEO, PPC advertising, and content marketing. |
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The Consultant shall help the Company to identify and partner with local businesses or distributors who have an established presence in the market. |
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The Consultant shall provide other general business advisory services as requested by the Customer. |
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The Consultant shall be available to facilitate the Customer's meetings and serves as translator when necessary. |
Term of Agreement
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The term of this Agreement (the "Term") will begin on December 13th, 2023 and will remain in full force and effect for one year unless it is renewed by the parties. |
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In the event that either Party wishes to early terminate this Agreement, such Party will be required to provide thirty (30) days notice to the other Party. |
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Except as otherwise provided in this Agreement, the obligations of the Consultant will terminate upon the earlier of the Consultant ceasing to be engaged by the Customer or the termination of this Agreement by the Customer or the Consultant. |
Performance
4. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
Currency
5. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
Compensation
6. For the services rendered by the Consultant as required by this Agreement, the Customer agree to pay a service fee (the "Compensation") to the Consultant of $10,000 per month, payable monthly for a term from December 13th, 2023 to December 12th, 2024.
Reimbursement of Expenses
7. The Consultant will be reimbursed from time to time for all reasonable and necessary expenses incurred by the Consultant in connection with providing the Services hereunder.
8. The Consultant will furnish statements and vouchers to the Customer for all such expenses.
Performance Penalties
9. No performance penalty will be charged if the Consultant does not perform the Services within the time frame provided by this Agreement. However, Consultant will indemnify Customer for damages caused by Consultant’s willful misconduct or gross negligence.
Return of Property
10. Upon the expiration or termination of this Agreement, the Consultant shall return to the Customer any property, documentation, records, or confidential information which is the property of the Customer.
Capacity/Independent Contractor
11. In providing the Services under this Agreement, it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee of the Customer. The Consultant and the Customer acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
Notice
12. All notices, requests, demands or other communications required or permitted by the terms of this Agreement shall be given in writing and delivered to the Parties of this Agreement via emails or addresses listed in the signature page.
Indemnification
13. Each Party to this Agreement shall indemnify and hold harmless the other Party, as permitted by law, from and against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever to the extent that any of the foregoing is proximately caused either by the negligent or willful acts or omissions of the indemnifying Party or its agents or representatives. This indemnification shall survive the termination of this Agreement.
Dispute Resolution
14. In the event a dispute arises out of or in connection with this Agreement, the Parties will attempt to resolve the dispute through friendly consultation.
15. If the dispute is not resolved within a reasonable period then any or all outstanding issues may be submitted to mediation in accordance with any statutory rules of mediation. If mediation is not successful in resolving the entire dispute or is unavailable, the dispute shall be submitted to American Arbitration Association (the "AAA") in Los Angeles, California (“Arbitral Tribunal”) for binding arbitration to be conducted in accordance with the AAA Arbitration rules in force at the execution date of this Agreement (the “Rules”). The appointing authority shall be the Arbitral Tribunal, which shall administer the arbitration in accordance with the Rules. The place of arbitration shall be Los Angeles, California or such other location as agreed to by the Parties and the language to be used in the arbitral proceedings shall be English. The arbitration proceedings and the resolution thereof shall be completely confidential, subject only to such disclosures as are required by applicable law or as are necessary to enforce an award. Prior to the arbitration proceeding, any party may apply to the Arbitral Tribunal which will in turn submit such request to the court of competent jurisdiction for provisional or interim relief. The parties hereby submit to any court of competent jurisdiction for the purpose of enforcing any award resulting from an arbitration between the parties in accordance with this provision. The arbitral award shall be final and binding upon each party.
Costs and Legal Expenses
16. In the event that legal action is brought to enforce any term of this Agreement, the prevailing Party will be entitled to recover, in addition to any other damages or award, all reasonable legal costs and fees associated with the action.
Modification of Agreement
17. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized officer of each Party.
Time of the Essence
18. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
Assignment
19. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer.
Entire Agreement
20. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings, relating to the subject matter hereof.
Titles/Headings
21. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
Gender
22. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
Governing Law
23. It is the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of any other forum, by the laws of the State of California, without regard to the jurisdiction in which any action or special proceeding may be instituted.
Severability
24. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
Waiver
25. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Confidentiality
26. The Consultant shall not, except as expressly authorized or directed by the Customer, use, copy, disclose, or permit any unauthorized person access to any "Confidential Information" (as defined below) of the Customer. As used in this agreement, the term "Confidential Information" shall mean all technical, commercial, financial and business information, trade secrets, plans, data, technical developments and ideas, cost projections, samples and formula belonging to the Customers and all information considered as confidential information under the laws of the State of California. The Customer agrees that the Consultant may disclose this Agreement and Service in Form 8-K file with SEC and issue press release relating to this Agreement.
IN WITNESS WHEREOF the Parties has duly affixed their signatures under hand and seal on this 13th day of December, 2023.
(This is signing page with no contents)
Beijing Jixiang Fengqi Tech Company Limited
Representative: Quentin Weeley
Signature / Seal: (Seal)
Date: December 13th, 2023
Address:
Email:
Fuse Group Holding Inc
Representative: Umesh Patel
Signature / Seal:/s/Umesh Patel
Date: December 13th, 2023
Address:
Email:
Exhibit 99.1
Fuse Group Holding Inc. Announces Signing of Consulting Agreement
Arcadia, CA. December 15, 2023 – Fuse Group Holding Inc., (OTCQB: FUST) (hereinafter referred to as "Fuse Group" or the "Company"), a company in development of business in the mining and biotech areas, proudly announces its signing of Consulting Agreement with Beijing Jixiang Fengqi Tech Company Limited ("Beijing Jixiang”) on December 13, 2023. Beijing Jixiang engages in IT consulting and digital marketing services.
Fuse Group agrees to provide general consulting, marketing and business development services for Beijing Jixiang to expand and grow its business in North American market. Fuse Group will help Beijing Jixiang to conduct marketing research, competitive analysis, digital marketing implementation, etc.
“Fuse Group is looking to diversify its business and tap more resources into new growth”, said Umesh Patel, CEO of the Fuse Group, “I personally have 25 years’ experience in the catering and culinary consulting service business and we hope this cooperation with Jixiang Fengqi will help Fuse Group to attract more business opportunities in the future.”
Safe Harbor Statement
Certain of the statements made in this press release are "forward-looking statements" within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "estimate," "continue," "plan," "point to," "project," "could," "intend," "target" and other similar words and expressions of the future.
All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, including, without limitation, those risks and uncertainties described in our annual report on Form 10-K for the year ended September 30, 2022 and our other reports and filings with SEC. Such reports are available upon request from the Company, or from the Securities and Exchange Commission (“SEC”), including through the SEC's Internet website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any of the forward-looking statements after the date hereof, or after the respective dates on which any such statements otherwise are made.
IR Contact:
Fuse Group Holding Inc.
Tel: (626)-977-0000