Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 30, 2023

Date of Report (Date of earliest event reported)

DALRADA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

wyoming	000-12641	38-3713274
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
incorporation)	Number)

600 La Terraza Blvd., Escondido, California		92025
(Address of principal executive offices)		(Zip Code)

(858) 283-1253

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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. ☐

ITEM 8.01

OTHER EVENTS

On August 08, 2023, Dalrada Financial Corporation’s wholly owned climate technology subsidiary, Dalrada Technology Spain, had entered into an agreement, which was Amended August 30, 2023, with Morocco-based global distributor, Crown Glory Holding to build and install a minimum of 4,500 energy efficient commercial heat pumps over the course of seven years.

The agreement calls for 150 of the commercial heat pumps to be installed and operational within the first 12 months, commencing in October of this year, with increased numbers of the high-functioning machines installed each year until the contract is fully satisfied.

With the agreement, Crown Glory Holding also becomes the exclusive distributor of Dalrada heat pumps for the continent of Africa and select neighboring countries.

In addition, On August 29, 2023, Dalrada Financial Corporation’s wholly owned climate technology subsidiary, Dalrada Technology Spain, had entered into an agreement which was Amended August 30, 2023, with France-based JBS Consulting, to distribute a minimum of 2,300 energy efficient commercial heat pumps over the course of five years.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits

10.1	Crown Glory: Agreement
10.2	Crown Glory: Amendment to Agreement
10.3	JBS Consulting: Agreement
10.4	JBS Consulting: Amendment to Agreement
104	Cover Page Interactive Data File (formatted in iXBRL)

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 thereunto duly authorized.

Date: September 5, 2023	DALRADA FINANCIAL CORPORATION

	By:	/s/ Brian Bonar
		Brian Bonar Officer, Director

Exhibit 10.1

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (hereinafter referred to as "MOU") made and entered into on 8th, August, 2023 by and among DALRADA CORPORATION (USA) and or DALRADA TECHNOLOGY SPAIN, S.L. (hereinafter the "Supplier" or "DALRADA"), a corporation registered in Spain, having its principal office at Cl Parroquia de Cortifian Nave F-14 - Poligono Industrial Bergondo 15165, Bergondo (A Corufia), Spain, with VAT number B13847777, and Crown Glory Holding. (hereinafter the "Distributor"), a corporation duly organized and existing under the laws of Morocco, having its principal office at 8, Avenue Mohamed Zerktouni 30 000, FES, Morocco with Tax ID number 50554437.

WITNESSETH:

WHEREAS, DALRADA believes in strategic alliances that foster growth and expansion, its commitment being to ensure the optimization of business potential, offering exceptional products like our CO2 heat pumps, a leading technology in the global market for heating and cooling solutions.

WHEREAS, DALRADA has drafted a proposal for the establishment of an Exclusive distribution structure in the Territory as defined below. The terms of the proposal, detailed in ANNEX I, have been examined by the Distributor.

WHEREAS, Supplier and Distributor desire to conclude this MOU prior to the main distributorship agreement (hereinafter referred to as "Main Agreement") for the sale and distribution of the Supplier solutions and machinery (hereinafter referred to as the "Products");

NOW, THEREFORE, in consideration of the covenants and premises contained herein, the Parties agree as follows:

APPOINTMENT

1.1

Supplier shall appoint the Distributor as Exclusive distributor in the area determined in

ANNEX II (the "Territory") for the sale of the Products.

1.2

The products the Distributor undertakes to distribute in the Contractual Territory are those included in the list attached as ANNEX III (the "Products").

1.3

Distributor shall use its best endeavors to market the Products and shall not purchase products (nor other goods which potentially could compete with the Contractual Products) for re-sale, from a person different to the Supplier. At this respect, the Distributor shall provide to the Supplier a list of companies that commercialize products that may compete with those included in ANNEX III with which it currently works and/or collaborates.

1.4

Distributor shall not participate directly nor indirectly in the production or distribution within the Contractual Territory of products that may compete with Contractual Products.

	1.5	DALRADA will:

	a)	Adapt all marketing materials to the Local language and culture. This includes the translation of product brochures, technical manuals, and web content.

	b)	Create and maintain a Linkedln page for Dalrada locally. This platform will be a space to promote the Products, share news, and highlight the collaboration between the Parties.

	c)	Provide comprehensive and personalized technical support, including but not limited to:

	-	Calculations based on a detailed questionnaire delivered during visits to industries,

	-	Analysis of collected data with DALRADA's PINCH tools to calculate the return on investment and the potential efficiency of the machine for each specific industry.

	-	Training program for the technicians or maintenance companies selected by Distributor, covering from installation and commissioning to troubleshooting.

	d)	Offer a full turnkey service, in which DALRADA takes care of the installation (so that the Distributor may add a margin to the overall operation or sign a Servicing contract with the Distributor's own installers, supervising to ensure that the installations are carried out according to the specific operating conditions of the heat pump units.

	e)	Send detailed presentations of the units in English and/or local languages for the Distributor's review and use in your marketing and sales activities.

	f)	Provide a presentation in English and/or local languages that highlights the many Economic benefits CO2 heat pumps have when compared to traditional boilers and their runnig costs, justifying why Heat Pumps are a cost-effective option for many markets as they make it possible to achieve significant savings on energy costs thanks to their high efficiency (The ability of a heat pump to provide heating and cooling simultaneously can reduce energy bills by up to 40-50%). making it possible to quickly pay for the initial capital investment in CO2 heat pumps.

	g)	Assist in accessing advantages withing a series of international aid initiatives and subsidies that are planned for Morocco and Africa continent as a consequence of the international support for the adoption of CO2 heat pumps in industry (Several organizations are committed to supporting renewable energy technologies and provide funding for projects that contribute to energy efficiency and CO2 reduction, greatly alleviating the upfront costs associated with transitioning to heat pumps).

	h)	Assist the Distributor's sales efforts, by providing a checklist of the information that needs to be collected from potential customers.

1.6

At the end of the first year after this MOU enters into force, and where the Parties remain satisfied with the counterparties performance under this MOU, Supplier may appoint the Distributor as its exclusive distributor in the areas mentioned above in view of Distributor's sales activity during the period the MOU has been in force.

EFFECTIVENESS AND CONDITION

2.1

This MOU shall be effective from its execution, and unless extended by written agreement of the parties, shall be terminated upon the earlier to occur of one of the following events:

The execution of the Main Agreement.

Twelve (12) months from the effective date of this MOU, and after which the following years are committed, unless written termination request is made at end of 12 months.

2.2

As a Condition for the effectiveness and binding effect of this MOU to be maintained throughout the period expressed in paragraph 2.1, Distributor shall within the firsts fifteen (15) days after execution of the MOU:

Crown Glory Holdings will identify and install in a building 3-4 units, after they are installed, and performance proven they will release further orders for units.

Deposit 50% of the aforementioned machines price

2.3

Were the Condition set out in paragraph 2.2 not be met within the established time, MOU shall cease to be in force immediately and without the need to further notification from the Supplier.

SALES TARGETS

3.1

Distributor shall use its best endeavours to meet the following targets during the period this MOU is in force:

Year 1 - 150 systems

3.2

In case the target is reached, and a Distribution Agreement is signed, sales targets for the first two years of the Distribution Agreement shall be, unless otherwise agreed by the parties:

Year 2- 300 Systems

Year 3 -450 Systems

Year 4 - 600 Systems

Year 5 - 800 Systems

Year 6 – 1000 Systems

Year 7 – 1200 Systems

3.3

Parties have established these objectives based on a thorough analysis of the market and its potential.

3.4

Exclusivity for the Contractual territory and the preferential distributor purchasing prices will be maintained based on compliance with the aforementioned targets. Sales figures will be reviewed annually, and the supplier reserves the right to amend the price list and remove exclusivity if the minimum value of orders is not being met.

OPERATIVE

4.1

Distributor shall send Purchase Orders via e-mail remitted to Supplier's Distributor's Attention Service rgarcia@dalradatechnology.com, whose acceptance has to be confirmed in writing by the Supplier via e-mail sent to the following address: rgarcia@dalradatechnology.com.

4.2

No order shall be binding unless and until it is accepted by Supplier at its discretion.

4.3

In relationship to orders payment, after the first order for ten units has been paid in full, DALRADA shall invoice on a bi-monthly basis to the Distributor the delivered Products, and the Distributor shall pay within a thirty (30) day term from invoicing. Payment shall be effected in Euros, by means of a Bank transfer to the Supplier's Bank Account: which will be confirmed by Alfredo Penedo (apenedo@dalradatechnology.com)

4.4

Unless expressly agreed otherwise in the Purchase Orders, all Products delivered by the Supplier in respect of this contract shall be sold on EXW terms, adding to that price the transport costs and expenses only if such services have been requested by the Distributor and provided directly or indirectly by DALRADA.

4.5

Distributor Prices and Manufacturer Suggested Retail Prices ("MSRP") are fixed in tables attached as ANNEX IV and are provided excluding any tax that may be applicable. Distributor has the right to freely establish re-sale prices, always with Suppliers supervision, and Suppliers authorization shall be necessary prior to marketing Products at a Price below the amount resulting from the addition of the MSRP and the transportation costs assigned by DALRADA.

4.6

Delay in payment of any amounts due shall entitle the Supplier to suspend delivery of Products until such obligation has been duly complied with.

4.7

In respect of the installation, as well as the Post-sale service and maintenance of the Products, Parties agree that Installation, post-sale service and maintenance will be carried out by the Distributor or a Service Provider selected by the Distributor, and therefore a specific Service Providing Agreement shall be signed between the Parties or between DALRADA and the Service Provider indicated by the Distributor.

INTELLECTUAL PROPERTY AND TRADEMARKS

5.1

Neither party grants or transfers to the other any rights to any inventions, discoveries, data, customer lists, customer pricing, other copyrightable materials, patents, trademarks, service marks, copyrights, or any other proprietary rights except as expressly set forth in this Agreement or in a Purchase Order.

5.2

Supplier hereby authorizes Distributor for the use of the "DALRADA CLIMATE TECHNOLOGY" trademark with the only purpose of developing his rights and comply with his obligations under this MOU and undertakes not to authorize or misrepresent to any third party any authorization within the Contractual Territory.

Distributor shall be also authorized to indicate that it is an "Authorized Distributor" or "Authorized Exclusive Distributor".

Nothing herein shall grant to Distributor any right, title or interest in the Trademark (or any trademark associated with or property of the Supplier or any of its affiliates), except as specifically set forth herein.

5.3

Furthermore, the Distributor undertakes not to apply for any rights or register any nouns, trademarks or signs equal or similar to those property of the Supplier either in the Contractual Territory or outside it.

5.4

Distributor shall inform the Supplier of any act of unfair competition or breach of intellectual or industrial property rights that he may be aware of. The Supplier undertakes to defend his rights appropriately, filing a judicial claim if necessary.

5.4

The Supplier may authorize the Distributor to draft, design or print as many manuals, packaging of marketing or promotional means when it is deemed necessary, always with supervision and written approval from the Supplier, and as long as the trademark "DALRADA CLIMATE TECHNOLOGY" is clearly visible.

The Distributor agrees that it must submit any and all out going media pieces including but not limited to advertisements, print ads, websites, or show media materials (handouts).

5.5

Distributor shall not remove, alter, deface or otherwise obscure any trademark or trade name appearing on any Product or documentation without the express written permission of the Supplier.

5.6

The Distributor shall be responsible for all the activities that may entail non authorized use or exploitation of the trademark.

5.7

Distributor shall also be responsible for any non-authorized use of his Distributor's condition, or unfair use of third party's commercial reputation.

CONFIDENTIALITY

6.1

"Confidential Information" means all proprietary information disclosed or made available by the disclosing party as of the Effective Date, including but not limited to, the disclosing party's proprietary surveys, questionnaires and presentations, reports, studies, data compilations and data analysis, business plans, financial reports, financial data, employee data, customer/supplier lists, forecasts, strategies, and all other business information. Confidential Information may be that of disclosing party or of third parties to whom the disclosing party has an obligation to treat the disclosed information as confidential. Confidential Information also includes copies, notes, abstracts and other tangible embodiments made by the receiving party that are based on or contain any of the disclosing party's Confidential Information, as well as the existence and progress of this Agreement.

6.2

Confidential Information shall not include information which

	i.	is in or comes into the public domain without breach of this Agreement by the receiving Party;

	ii.	was in the possession of the receiving Party prior to receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use;

	iii.	is acquired by the receiving Party from a third party not under an obligation of confidentiality or non-use to the disclosing Party; or

	iv.	is independently developed by the receiving Party without use of any Confidential Information of the disclosing Party.

6.3

Unless otherwise agreed to in advance, in writing, by the disclosing Party or except as expressly permitted by this Agreement, the receiving Party will not, except as required by law or court order, use Confidential Information of the disclosing Party or disclose it to any third party for the Term and for a period of 3 years thereafter.

6.4

The receiving Party may disclose Confidential Information of the disclosing Party only to those of its employees or contractors who need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor shall be made aware of the confidential nature of the Confidential Information and shall execute, or shall already be bound by, a non disclosure agreement containing terms and conditions consistent with the terms and conditions of this Agreement.

6.5

In any event, the receiving Party shall be responsible for any breach of the terms and conditions of this Agreement by any of its employees or contractors.

6.6

The receiving Party shall use the same degree of care to avoid disclosure of the disclosing Party's Confidential Information as the receiving Party employs with respect to its own Confidential Information oflike importance, but not less than a reasonable degree of care.

6.7

Upon the termination or expiration of this Agreement for any reason, or upon the disclosing Party's earlier request, the receiving Party will deliver to the disclosing Party all of the disclosing Party's property or Confidential Information in tangible form that the receiving Party may have in its possession or control. The receiving Party may retain one copy of the Confidential Information in its legal files.

APPLICABLE LAW

This MOU shall be governed by, construed and interpreted in accordance with the laws of Spain.

ARBITRATION

Any dispute, controversy or claim arising out of or relating to this contract, in particular its conclusion, interpretation, performance, breach, termination or invalidity, shall be finally settled by the courts of Corufia (Spain) which will have exclusive jurisdiction.

WARRANTY, AFTER SALES SERVICE AND OTHERS

Detailed terms and conditions not stipulated in this MOU including warranty and after sales service of Products shall be agreed between the parties by adding schedules to this MOU or when signing the Distribution Agreement.

ANNEX I

We are pleased to present an exclusive distribution proposal for the Territory market on behalf of Dalrada Corporation. At Dalrada, we believe in strategic alliances that foster growth and expansion. Our commitment is to ensure the optimization of business potential, offering exceptional products like our CO2 heat pumps, a leading technology in the global market for heating and cooling solutions.

	•	Commercial and Marketing Support As our exclusive partner, you will benefit from a wide range of commercial and marketing support. Firstly, we will adapt all marketing materials to the Local language and culture (Moroccan). This includes the translation of product brochures, technical manuals, and web content. We ensure clear and effective communication with your local market. In terms of online presence, we will create and maintain a Linkedln page for Dalrada' locally in Morocco. This platform will be a space to promote our products, share news, and highlight our collaboration. For example, we can share local success stories, customer testimonials, and relevant technical information, from other regions. This social media presence not only strengthens your credibility in the Territory market, but also provides you with a platform to interact directly with customers, offering other support services such as product and system maintenance.

	•	Technical Support and Training Our technical support is comprehensive and personalized. Aware of the variety of challenges that may arise in the field, we will provide accurate calculations based on a detailed questionnaire delivered during visits to industries. This questionnaire covers factors such as site configuration, energy needs, and climatic conditions. Once this data is collected and analyzed, we will use our PINCH tools to calculate the return on investment and the potential efficiency of the machine for each specific industry. In addition, we will organize a training program for the technicians or maintenance companies you select. This program will cover everything from installation and commissioning to troubleshooting. This level of training ensures that any maintenance challenge is handled effectively and efficiently, minimizing downtime and maximizing customer satisfaction.

	•	Installation and Maintenance Our flexibility is an important asset in the implementation of solutions. We offer a full turnkey service, in which Dalrada' Spain can support your engineering and system installation teams, you can add a margin to the overall final proposal. In this case, you can take care of the entire installation process, ensuring that the heat pump is installed according to the manufacturer's best practices and specifications. If your company has its own installers, we will supervise to ensure that the installations are carried out according to the specific operating conditions of the heat pump units. This ensures that each installation maximizes the efficiency and performance of our CO2 heat pumps.

This support will extend to your product maintenance plan, As this will become a requirement as soon as customers look to lease or finance systems from the in region banks.

	•	Sales Goals and Expectations We recognize the value of an exclusivity agreement, and as such, we will set minimum sales targets that ensure a fair return for both parties. These objectiveswill be set based on a thorough analysis of the market and its potential. These targets may include specific milestones such as the number of units sold per quarter, market penetration in certain regions, or market share growth year after year.

	•	First Year of Collaboration At Dalrada Corporation, we value building strong and trustful relationships with our partners. For this reason, we propose signing a Memorandum of Understanding (MOU) for our collaboration during the first year. This MOU will be established with an exclusivity clause for the Territory market, giving our distributor the certainty that they are our only partner in the region during this period. We strongly believe in the value of getting to know each other and learning to work together before entering long-term commitments. Therefore, the first year will be considered a trial period, during which both parties can evaluate the relationship and ensure it is beneficial for both sides. During this trial year, our distributor will have exclusivity guaranteed by Dalrada, and we will provide all the necessary support to ensure the success of this collaboration. This will include technical support, training, marketing and sales support, and assistance in any other aspect necessary for the distributor's success.

	•	Long-Term Exclusivity Contract After the first year of collaboration, once both parties have had the opportunity to evaluate and adjust the relationship, we will be ready to formalize our long-term collaboration through an exclusivity contract. This contract will establish the terms and conditions of our long-term 5-year relationship, including sales objectives, based on market analysis and the first years performance. A technical and marketing support, training, and any other relevant aspect of our collaboration. At Dalrada', we believe in building long-term relationships that are mutually beneficial. Therefore, we will seek to establish an exclusivity contract that is comfortable and beneficial for both parties. This contract will provide security and stability to our distributor, guaranteeing their exclusive access to our product in the Territory market. In conclusion, we are excited about the prospect of this collaboration and are eager to work together to grow the CO2 heat pump market in the Territory. Together, we can achieve great things.

	•	Additional Information for Our Distributor in the Territory, As part of our commitment to providing you with the best possible support in your role as the exclusive distributor of Dalrada Corporation in the Territory, we want to share with you a number of essential resources that we believe will be helpful for your marketing and sales efforts.

	•	Presentations of Heat Pump Models We will begin our collaboration with two of our most popular industrial models: a 180-kW heat pump unit and a 50 kW unit. These models are ideal for use in industry and for replacing boilers in a variety of applications. We will send detailed presentations of these units in English and/or local languages for your review and use in your marketing and sales activities.

	•	Advantages of Heat Pumps We will also provide you with a presentation in English and/or local languages that highlights the many advantages of CO2 heat pumps, especially in relation to reducing CO2 emissions and saving on energy costs.

	•	Client Information Checklist To assist your sales efforts, we will provide you with a checklist of the information you will need to collect from potential customers. This information will be essential for our engineering department when evaluating the feasibility of potential projects.

	•	Recommended Sale Prices, we will also provide you with a list of recommended sale prices for our two initial heat pump models. This list will help you develop your own regional pricing structure and maximize your profitability. Once you have had the opportunity to review all this information, we will begin a period of study and clarification of doubts. We will be available to answer any questions or clarify any aspect that may need further explanation. After this study period, we will be ready to proceed with the signing of the MOU and formalize our collaboration. At Dalrada, we value our relationships with partners and are committed to providing all the necessary support to ensure our joint success in the Territory market.

After the 1st year collaboration has been completed, and the purchased volume has been reviewed, Dalrada would be interested to review the possibility of doing system assembly in region, when initial calculations were made, which we shared the facility would need to have demand for around 600 units per year to make it a viable operation, based on todays market prices.

ANNEX II

TERRITORY

	-	MOROCCO
	-	MENA
	-	CANADA- Not Exclusive for this region)

ANNEX III

PRODUCT LIST

Product Line: Heat Pump

DCT One Series

DCT 1-360 (6 - Cylinder System)

DCT 1-150 (4 - Cylinder System)

DCT Two Series

DCT 2 - 50 (4 - Cylinder System)

Software Upgrade:

DCT Sync

Product Line: CRYO

DCT Cryo Series

DCT (4 - Cylinder System)

ANNEX IV

PRICES

Product Line: Heat Pump

DCT One Series

Product	*MSRP*	*Distributor Price*
DCT 1-360 (6 - Cylinder System)	*TBA*	*TBA*
DCT 1-150 (4 - Cylinder System)	MSRP €135,000	€121,203.83

DCT Two Series

Product	*MSRP*	*Distributor Price*
DCT 2 -50 (4-Cylinder System)	€77,500	€69,500

Software Dalrada' Climate Technology Sync

Product	*MSRP*	*Distributor Price*
Module 1 This addition has the digital wallet & carbon Credit calculator.	TBA	TBA
Module 2 (Building Digital Twin) Enables tracking of the savings and building performance	TBA	TBA
Module 3 (Merge of both 1 & 2)	TBA	TBA

Product Line: CRYO

DCT Cryo Series

Product

MSRP

Distributor Price '

DCT (4 - Cylinder System)

€135,000

€121,203.83

Exhibit 10.2

APPENDIX NO 1 TO THE MOU SIGNED ON [29th] AUGUST 2023

between

DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L.

and

CROWN GLORY HOLDING

THIS AGREEMENT is made the 29^thAugust 2023

BETWEEN:

(1)	DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L., a company incorporated in Spain, having its principal office at C/ Parroquia de Cortinan Nave F-14 - Poligono Industrial Bergondo 15165, Bergondo (A Coruna), Spain, with VAT number B13847777 (the “Supplier”); and

(2)	CROWN GLORY HOLDING, a company incorporated in the Morocco with Tax ID number 50554437 and whose registered office is at 8, Avenue Mohamed Zerktouni 30 000, FES, Morocco (the “Distributor”);

WHEREAS

(A)	On August [8th], 2023, the Supplier and the Distributor signed a Memorandum of Understanding for the distribution of certain products (the “MOU”).

(B)	Parties have agreed upon an amendment of some specific terms of the MOU, and therefore.

IT IS AGREED:

A.	Current clause 2 of the MOU (“EFFECTIVENESS AND CONDITION”) shall be redrafted to read as follows,

	“2. EFFECTIVENESS AND CONDITION

	2.1	This MOU shall be effective from its execution, and unless extended by written agreement of the parties, shall be terminated upon the earlier to occur of one of the following events:

		a)	The execution of the Main Agreement.

		b)	Twelve (12) months from the effective date of this MOU, and after which the following years are committed, unless written termination request is made at end of 12 months.

	2.2	As a Condition for the effectiveness and binding effect of this MOU to be maintained throughout the period expressed in paragraph 2.1, Distributor shall within the first fifty (50) days after execution of the MOU:

		a)	Crown Glory Holdings will identify four to five buildings, that will require a climate technology heat pump, they will release an initial PO to cover the required Qty for identified buildings.

		b)	Deposit of 50% of the unit cost will be released with order.

	2.3	After units have been installed, and performance has been tested, Distributor will release further orders for product.

	2.4	Were the Condition set out in paragraph 2.2 not be met within the established time, MOU shall cease to be in force immediately and without the need to further notification from the Supplier.”

B.	There are no additional changes to the MOU dated [8th] August, 2023.

C.	This APPENDIX N^O 1 is to take immediate effect upon signing, without affecting the remaining Clauses of MOU.

IN WITNESS of which this Agreement has been executed by the parties on the date which appears at the start of this Agreement.

Exhibit 10.3

DISTRIBUTION AGREEMENT

DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L.

(hereinafter referred to as the "Supplier" or "DALRADA ")

A company registered in Spain, with registered office at C/ Parroquia de Cortifién Nave F-14 - Poligono Industrial Bergondo 15165, Bergondo (A Coruäa), Spain, with VAT number B 13847777, and

JBS Consulting

A duly constituted company existing according to the laws in force, having its registered office at 138, boulevard BETHIER 75017, Paris, France with the tax identification number FR42913222030.

(hereinafter referred to as the "Distributor").

WITNESSETH:

WHEREAS DALRADA believes in strategic alliances that foster growth and expansion, its commitment being to ensure the optimization of commercial potential, by offering exceptional products such as our C02 heat pumps, a stateof-the-art technology in the global market for heating and cooling solutions.

WHEREAS DALRADA has drafted a proposal for the establishment of an exclusive distribution structure in the territory as defined below. The terms of the proposal, detailed in ANNEX l, were reviewed by the distributor.

WHEREAS the Supplier and the Distributor wish to enter into this Contract for the sale and distribution of the Supplier's Solutions and Machinery (hereinafter referred to as the " Products ").

THEREFORE, taking into account the covenants and premises contained herein, the Parties agree as follows:

1 APPOINTMENT

1.1 The Supplier shall designate the Distributor as the Exclusive Distributor in the area determined in ANNEX Il (the "Territory") for the sale of the Products. Distributor accepts this designation and agrees to carry out its distribution activities in accordance with the terms and conditions of this Agreement.

Climate Technology

1.2 The products that the Distributor undertakes to distribute in the Contractual Territory are those listed herein as ANNEX Ill (the "Products ").

The Distributor undertakes to promote, market and distribute the Products exclusively in the Territory.

1.3 The Distributor will use its best efforts to market the Products and shall not purchase products (or other goods that may compete with the Contract Products) for resale from anyone other than the Supplier.

The Distributor shall provide the Supplier with a list of the companies with which it currently works and/or collaborates and which market products that may compete with those included in ANNEX Ill.

1.4 The Distributor must not participate directly or indirectly in the production or distribution in the contractual territory of products that may compete with the contractual contract. Produce.

The Distributor undertakes not to engage in the production, distribution or promotion of products competing with the Products in the Territory.

1.5 DALRADA:

	a)	Adapt all marketing materials to the local language and culture.
	b)	Create and maintain a Linkedln page for Dalrada locally.
	c)	Provide comprehensive and personalized technical support.
	d)	Offer a complete turnkey service.
	e)	Send detailed presentations of the units for review and use by the distributor in its marketing and sales activities.
	f)	Provide a presentation highlighting the economic benefits of C02 heat pumps. (g) Assist in accessing the benefits of international assistance initiatives and grants.
	h)	Assist the distributor's sales efforts.

2 EFFECTIVENESS AND STATUS

2.1 This Contract shall be effective upon its signature, and be in force for a period of TWELVE (12) MONTHS, and thereafter subsequent years shall be initiated, unless a written request for termination is made at the end of 12 months.

Extension of this Contract shall be automatic for successive periods of TWELVE (12) ADDITIONAL MONTHS if no party provides a TWO (2) MONTH express written notice notice.

2.2 As a condition of maintaining the effectiveness and binding effect of this Contract throughout the period expressed in paragraph 2.1, Distributor shall, within the first fifteen (15) days following the signing of the Contract:

	a)	Identify and install in a building 3 to 4 units, after their installation and proven performance, they will publish further orders for units.
	b)	Pay a deposit of 50% of the price of the above-mentioned machines.

2.3 If the condition set out in section 2.2 is not met within the established time frame, the Contract will cease to be in effect immediately and without further notice to the Supplier.

Failure to comply with the condition set forth in paragraph 2.2 will result in the automatic termination of this Agreement.

3 SALES OBJECTIVES

3.1 Distributor shall use its best efforts to achieve the following objectives during the effective period of this Contract, unless otherwise agreed between the parties::

Year 1 — 150 systems

Year 2 — 300 systems

Year 3 — 450 systems

Year 4 — 600 systems

Year 5 — 800 systems

3.2 The Parties have established these objectives based on a thorough analysis of the market and its potential.

3.3 Exclusivity for the contractual territory and preferential purchase prices of distributors will be maintained on the basis of compliance with the. aforementioned objectives. The sales figures will be reviewed annually and the supplier reserves the right to modify the price list and remove exclusivity if the minimum order value is not reached.

4 OPERATIONAL

4.1 The Distributor shall send Purchase Orders by e-mail to the Supplier's Distributor Attention Department (rgarcia@dalradatechnology.com), acceptance of which shall be confirmed in writing by the Supplier by e-mail sent to the following address: rgarcia@dalradatechnology.com.

4.2 No order shall be binding until accepted by the Supplier at its discretion.

4.3 With regard to the payment of orders, after full payment of the first order of ten units, DALRADA will invoice the Distributor every two months for the Products delivered, and the Distributor will pay within thirty (30) days of invoicing.

4.4 Unless otherwise expressly agreed in the purchase orders, all Products delivered by the Supplier under this contract will be sold on EXW terms, adding to this price the costs and costs of transport only if such services have been requested by the Distributor and provided directly or indirectly by DALRADA.

4.5 Distributor prices and manufacturer's suggested retail prices MSRP") are set out in the attached tables as follows: APPENDIX IV and are provided exclusive of any taxes that may be applicable. Distributor has the right to freely set resale prices, always under the supervision of the Suppliers, and the Supplier's authorization will be required before marketing the Products at a Price lower than the amount resulting from the addition of the MSRP and freight charges assigned by DALRADA.

4.6 Any delay in the payment of sums due entitles the Supplier to suspend delivery of the Products until this obligation has been duly complied with.

4.7 With regard to the installation, after-sales service and maintenance of the Products, the Parties agree that the Installation, after-sales service and maintenance will be carried out by the Distributor or a Service Provider selected by the Distributor, and therefore a specific Service Contract will be signed between the Parties or between DALRADA and the Service Provider indDcated by the Distributor.

5 INTELLECTUAL PROPERTY AND TRADEMARKS

5.1 Neither party grants or transfers to the other any rights in any inventions, discoveries, data, customer lists, other copyrighted materials, patents, trademarks, service marks, copyrights or any other proprietary rights, except as expressly set forth in this Agreement or in a Purchase Order.

5.2 The Supplier hereby authorizes the Distributor to use the trademark "DALRADA CLIMATE TECHNOLOGY" for the sole purpose of developing its rights and complying with its obligations under this Contract and undertakes not to authorize or distort to any third party any authorization in the contractual territory. The distributor must also be allowed to indicate that he is an “authorized distributor” or an “authorized exclusive distributor”.

5.3 In addition, the Distributor undertakes not to claim any rights or register names, trademarks or signs equal or similar to those belonging to the Supplier, whether in the Contractual Territory or outside it.

5.4 The Distributor shall inform the Supplier of any act of unfair competition or infringement of intellectual or industrial property rights of which it becomes aware. The Supplier undertakes to defend its rights appropriately, by filing legal action if necessary.

5.5 The Supplier may authorise the Distributor to write, design or print as many manuals, packaging or marketing or promotional materials when deemed necessary, always with the supervision and written approval of the Supplier, and as long as the "DALRADA CLIMATE TECHNOLOGY" brand is clearly visible. Distributor agrees that it must submit all outgoing news articles, including but not limited to advertisements, print advertisements, websites or exhibition media materials (documents).

5.6 Distributor shall not remove, alter, alter or otherwise obscure any trademark or trade name appearing on any Product or documentation without the express written permission of the Supplier.

5.7 The Distributor is responsible for all activities that may result in unauthorized use or exploitation of the brand.

5.8 The Distributor shall also be liable for any unauthorised use of the condition of its Distributor, or any unfair use of the commercial reputation of a third party.

6 CONFIDENTIALITY

6.1 "Confidential Information " means all proprietary information disclosed or made available by the Disclosing Party on the Effective Date, including, but not limited to, the Disclosing Party's surveys, questionnaires and presentations, reports, studies, compilations and analyses of proprietary data, business plans, financial reports, financial data, employee data, customer/supplier lists, forecasts, strategies and all other business information. Confidential information may be that of the disclosing party or third parties to whom the disclosing party has an obligation to treat the disclosed information as confidential. Confidential Information also includes copies, notes, summaries and other tangible embodiments made by the receiving party that are based on or contain Confidential Information of the disclosing party, and the existence and progress of this Agreement.

6.2 Confidential information shall not include information that:

i. is in the public domain or falls into the public domain without breach of this Agreement by the Party recipient;

ii. was in the possession of the receiving Party prior to its receipt from the disclosing Party and was not acquired by the receiving Party from the disclosing Party under an obligation of confidentiality or non-use;

iii. is acquired by the receiving Party from a third party not subject to a duty of confidentiality or non-use owed to the disclosing Party; or

iv. is independently developed by the receiving Party without the use of Confidential Information of the Disclosing Party.

6.3 Unless otherwise agreed in writing by the Disclosing Party or as expressly permitted by this Agreement, the Receiving Party shall not, except as required by law or court order, use the Disclosing Party's Confidential Information or disclose it to any third party during the Term and for a period of 3 years thereafter.

6.4 The receiving party may only disclose the disclosing party's confidential information to those of its employees or contractors who have a need to know such information. In addition, prior to any disclosure of such Confidential Information to any such employee or contractor, such employee or contractor must be informed of the confidential nature of the Confidential Information and must sign, or must already be bound by, a non-disclosure agreement containing terms and conditions consistent with the terms and conditions of this• Agreement.

6.5 In any event, the receiving Party shall be liable for any breach of the terms and conditions of this Agreement by any of its employees or subcontractors.

6.6 The receiving Party shall exercise the same degree of care to avoid disclosure of the Disclosing Party's Confidential Information that the Receiving Party uses with respect to its own Confidential Information of similar importance, but not less than a reasonable degree of care.

6.7 Upon termination or expiration of this Agreement for any reason, or at the disclosing Party's prior request, the Receiving Party shall deliver to the Disclosing Party all of the Disclosing Party's property or Confidential Information in tangible form that the Receiving Party may have in its possession or control. The receiving Party may retain a copy of the Confidential Information in its legal records.

7 GOVERNING LAW

This Contract shall be governed by, construed and construed in accordance with the laws of Spain.

8 ARBITRATION

Any dispute, controversy or claim arising out of or related to this contract, in particular its conclusion, interpretation, execution, breach, termination or nullity, will be definitively settled by the courts of A Coruöa (Spain) which will be exclusively competent.

9 WARRANTY, AFTER-SALES SERVICE, INSTALLATION AND MAINTENANCE

DALRADA heat pumps are warranted against defects in material and workmanship for a period of 36 months after the date of installation.

10 MISCELLANEOUS

10.1 Annex l, Annex Il, Annex Ill, Annex IV and Annex V form an integral part of this Contract.

10.2 Any amendment to this Contract must be in writing and signed by both Parties.

10.3 Any notification under this Contract must be in writing and sent by registered mail to the address of the other Party as indicated at the top of this Contract.

10.4 This Contract may be signed in duplicate, one for each Party, each deemed original, with the same legal value.

In witness whereof, the Parties have signed this Contract on the date and place set out above.

DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L.

By: DALRADA TECHONOLOGY

Name: /S/ ROBERTO GARCIA GARCIA

Title: SALES MANAGER EUROPE

Date: 15/08/23

JBS Consulting

By: /S/ BENJAMIN JACQUES

Name: BENJAMIN JACQUES

Title: DIRECTEUR GENERAL

Date: 29/08/23

Exhibit 10.4

APPENDIX N^O1 TO THE DISTRIBUTION AGREEMENT SIGNED ON 15th AUGUST 2023

between

DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L.

and

JBS CONSULTING

THIS AGREEMENT is made the 30^thAugust 2023

BETWEEN:

(1)	DALRADA CORPORATION (USA) and/or DALRADA TECHNOLOGY SPAIN, S.L., a company incorporated in Spain, having its principal office at C/ Parroquia de Cortinan Nave F-14 - Poligono Industrial Bergondo 15165, Bergondo (A Coruna), Spain, with VAT number B13847777 (the “Supplier”); and

(2)	JBS CONSULTING, a company incorporated in France with Tax ID number FR4291322030 and whose registered office is at 138, Boiulevard Bethier 75017, Paris, France (the “Distributor”);

WHEREAS

(A)	On August 15th, 2023, the Supplier and the Distributor signed a Distribution Agreement for the distribution of certain products (the “Distribution Agreement”).

(B)	Parties have agreed upon an amendment of some specific terms of the Distribution Agreement, and therefore.

IT IS AGREED:

A.	Current clause 2 of the Distribution Agreement (“EFFECTIVENESS AND STATUS”) shall be redrafted to read as follows,

	“2. EFFECTIVENESS AND STATUS

	2.1	This Contract shall be is effective from its signature and be in force for a period of TWELVE (12) MONTHS, and thereafter subsequent years shall be initiated, unless a written request for termination is made at the end of twelve months.

		Extension of this Contract shall be automatic for successive periods of TWELVE (12) ADDITIONAL MONTHS if no party provides a TWO (2) MONTH express written notice.

	2.2	As a Condition of maintaining the effectiveness and binding effect of this Contract throughout the period expressed in paragraph 2.1, Distributor shall, within the first fifty-five (55) days following the signing of the Contract:

		a)	Identify One to two Factories/Buildings, that will require a climate technology heat pump and release an initial PO to cover the required Quantity for identified buildings.

		b)	Pay a deposit of 50% of the price of the above-mentioned machines.

	2.3	After installation and proven performance, Distributor shall release further orders for units.

	2.4	If the Condition set out in section 2.2 is not be met within the established time frame, the Contract will cease to be in effect immediately and without further notice to the Supplier.

		Failure to comply with the condition set forth in paragraph 2.2 will result in the automatic termination of this Agreement.”

B.	There are no additional changes to the Distribution Agreement dated 15th August, 2023.

C.	This APPENDIX N^O 1 is to take immediate effect upon signing, without affecting the remaining Clauses of the Distribution Agreement.

IN WITNESS of which this Agreement has been executed by the parties on the date which appears at the start of this Agreement.

Cover	Aug. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 30, 2023
Entity File Number	000-12641
Entity Registrant Name	DALRADA FINANCIAL CORPORATION
Entity Central Index Key	0000725394
Entity Tax Identification Number	38-3713274
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	600 La Terraza Blvd.
Entity Address, City or Town	Escondido
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92025
City Area Code	(858)
Local Phone Number	283-1253
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false