SCHEDULE: Kinetic Seas Takes 30.55% Stake in Sagtec Global

Kinetic Seas Inc. acquired a 30.55% stake in Sagtec Global Ltd. as non-cash consideration for an expanded AI development and licensing agreement.

Summary

• Kinetic Seas Inc. (Reporting Person) acquired 5,500,000 shares of SAGTEC GLOBAL Ltd. common stock.
• This acquisition represents approximately 30.55% of Sagtec's outstanding common stock, based on 12,550,000 shares reported by Sagtec as of December 31, 2024.
• The shares were received as non-cash consideration for a License and Services Agreement dated August 21, 2025, and an Addendum dated October 28, 2025.
• Under the agreement, Kinetic Seas granted intellectual-property rights and committed to providing technology and consulting services to Sagtec for a five-year term.
• The original USD $2,000,000 licensing fee and associated 25% deposit are considered fully satisfied by the issuance of these shares.
• Kinetic Seas will serve as Sagtec's exclusive AI development, training, and technology collaboration partner within the Southeast Asian territory.
• Revenue generated from Sagtec's AI development and deployment projects (Client Projects) will be distributed with 70% to Sagtec and 30% to Kinetic Seas, calculated on gross project receipts less agreed direct costs.
• Kinetic Seas will provide comprehensive end-to-end software development services, including custom software, AI solutions, system integration, product enhancement, technical architecture, quality assurance, DevOps, documentation, training, and project management.
• The acquired shares are subject to Rule 144 with a holding period of twelve (12) months, commencing from the original effective date of the Licensing Agreement (August 21, 2025).

Sentiment

Score: 7

Explanation: The filing indicates a strong strategic partnership and significant equity acquisition for Kinetic Seas, leveraging its IP and services for future revenue. While there are standard restrictions on the shares, the overall outlook for Kinetic Seas appears positive due to the expanded role and revenue-sharing agreement.

Positives

• Kinetic Seas secured a significant equity stake (30.55%) in Sagtec Global without any cash outlay, leveraging its intellectual property and services.
• The agreement establishes Kinetic Seas as the exclusive AI development and technical partner for Sagtec in Southeast Asia, ensuring a recurring revenue stream from client projects (30% share).
• The expanded scope of services positions Kinetic Seas for comprehensive, end-to-end software development, deepening its integration with Sagtec's operations and client base.
• The partnership aims to accelerate commercialization and adoption of Sagtec's AI and SaaS solutions, potentially increasing market reach and revenue for both parties.
• Sagtec gains access to Kinetic Seas' recognized expertise in advanced AI/ML technologies and full-stack software development, enhancing its service offerings to its 12,000+ SaaS clients.

Negatives

• Kinetic Seas' shares are subject to Rule 144 and a 12-month holding period, limiting immediate liquidity.
• The revenue sharing model (30% to Kinetic Seas, 70% to Sagtec) means Kinetic Seas receives a minority share of project receipts.
• The exclusivity clause for Kinetic Seas in Southeast Asia, while beneficial, also means Sagtec is reliant on Kinetic Seas for AI development in that key region.

Risks

• The shares are subject to contractual transfer restrictions and Rule 144 limitations on resale, impacting liquidity.
• Kinetic Seas acknowledges it may be deemed an 'affiliate' of Sagtec, requiring future share dispositions to comply with Rule 144 and other applicable securities laws.
• The success of the revenue-sharing model depends on Sagtec's ability to secure and execute AI development and deployment projects with its clients.
• Potential for disputes regarding intellectual property rights for jointly developed client projects, though shared IP principles are established.
• Neither party is liable for delays caused by force majeure events (acts of God, natural disasters, war, terrorism, strikes), provided the affected party notifies the other and mitigates effects.

Future Outlook

Kinetic Seas intends to continue its investment for commercial and investment purposes, potentially reviewing its position and disposing of holdings as circumstances warrant. The partnership with Sagtec aims to accelerate growth and innovation by leveraging Kinetic Seas' AI platform and Sagtec's client base, with Kinetic Seas serving as the exclusive AI development partner in Southeast Asia.

Management Comments

• The Reporting Person acquired the shares as partial consideration for entering into the Agreement. The acquisition was undertaken for commercial and investment purposes.
• The Reporting Person does not currently have any plans or proposals that relate to or would result in (a) an extraordinary corporate transaction involving the Issuer, (b) a change in control of the Issuer, (c) a change in the Issuer's board of directors, or (d) any other action described in Item 4(a)-(j) of Schedule 13D.
• The Reporting Person may from time to time review its investment position and may dispose of some or all of its holdings as circumstances warrant.

Industry Context

This filing highlights a growing trend of technology companies forming strategic partnerships to expand AI capabilities and market reach. By integrating Kinetic Seas' advanced AI/ML expertise and Skilliks platform with Sagtec's established client base, the collaboration aims to capitalize on the increasing demand for AI-driven solutions and digital transformation, particularly in the Southeast Asian market. This model allows for rapid deployment of specialized technology without significant upfront cash investment, common in the evolving tech landscape.

Comparison to Industry Standards

• The non-cash acquisition of a significant equity stake (30.55%) in exchange for intellectual property and services is a common strategy in the technology sector for strategic partnerships, similar to how smaller tech innovators often integrate with larger platforms (e.g., Google acquiring DeepMind, or Microsoft's investments in OpenAI).
• The revenue-sharing model (70% to Sagtec, 30% to Kinetic Seas) for client projects is comparable to many joint venture or partnership agreements in software development and consulting, where the partner bringing the core technology or specialized expertise receives a share of project revenue.
• The exclusivity clause for AI development in Southeast Asia is a strong commitment, mirroring similar regional strategic alliances seen in the semiconductor or cloud computing industries where partners secure preferential access to key markets and technologies.
• The 12-month Rule 144 holding period for the shares is standard for restricted securities issued in private transactions, aligning with SEC regulations for affiliates and non-public offerings.

Stakeholder Impact

• Shareholders (Kinetic Seas): Gain a significant equity stake (30.55%) in Sagtec Global and a new, recurring revenue stream from the strategic partnership.
• Shareholders (Sagtec Global): Benefit from enhanced AI development capabilities and expanded service offerings to their client base without upfront cash expenditure for the licensing fee.
• Customers (Sagtec): Will have access to advanced AI-driven solutions and comprehensive software development services through the Kinetic Seas partnership.
• Employees (Kinetic Seas): Potential for increased workload and project opportunities due to the expanded scope of services and client engagement.

Next Steps

• Kinetic Seas to provide comprehensive end-to-end software development services to Sagtec's clients.
• Kinetic Seas to lead joint product innovation initiatives leveraging the Skilliks technology platform.
• Kinetic Seas to support commercialization and promotion of Sagtec's product offerings in domestic and international markets.
• Sagtec to continue operating and maintaining the white-labeled Skilliks-my platform as part of its internal and client-facing ecosystem.
• Future resale or disposition of shares by Kinetic Seas to comply with Rule 144 and other applicable securities laws and regulations.
• Disputes between the parties shall first be resolved by good faith negotiations between senior executives.

Key Dates

Recommendation

For Kinetic Seas, the acquisition of a 30.55% equity stake in Sagtec Global Ltd. as non-cash consideration, coupled with an exclusive AI development and revenue-sharing agreement, represents a highly strategic and accretive move. This positions Kinetic Seas to benefit significantly from Sagtec's client base and market expansion in Southeast Asia, securing a long-term revenue stream and validating its intellectual property. The partnership enhances Kinetic Seas' market presence and future growth prospects without requiring cash outlay, making it a strong buy for investors seeking exposure to AI and strategic tech partnerships.

Keywords

Kinetic Seas, Sagtec Global, Schedule 13D, AI development, intellectual property, licensing agreement, equity stake, software development, revenue sharing, Rule 144, technology partnership, SaaS, Southeast Asia, corporate governance