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

Date of Report (Date of earliest event reported): February ~~July 7~~16, ~~2021~~2023

SKY PETROLEUM, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-99455	32-0027992
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5605 FM 423 ~~SUITE~~Suite 500 ~~FRISCO~~Frisco, ~~TEXAS~~Texas 75036

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (469) 333-7104

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 (see General Instruction A.2. below):

☐ 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

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 1.0102 ~~Entry~~Termination ~~into~~of a Material Definitive Agreement

OnAs disclosed by Sky Petroleum Inc (the “Company”) in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “Commission”) on July ~~7th~~12, 2021, Sastaro Limited, a Texas corporation (the “~~Company~~Sastaro”) aand wholly owned subsidiary of ~~Sky~~the ~~Petroleum Inc~~Company, ~~(SKPI) Nasdaq,~~ and Unity Accipiter (Corporation, a Delaware corporation (“UAC”,” together with ~~the Company~~Sastaro, the “Parties”), entered into a joint venture agreement dated July ~~3rd~~3, 2021 (the “Agreement”), to establish a joint venture (the “UAC Joint Venture”). The Agreement was mutually terminated as of February 1, 2023, prior to establishing the UAC Joint Venture and prior to the commencement or performance of any material activity under the Agreement. The Company incurred no early termination penalties and had no material relationship with UAC other than in respect of the Agreement.

~~The~~Item purpose of the Joint Venture is to execute the Letter of Intent obtained by UAC to supply certain specific aviation equipment for South East Asia region, (“Area of Interest”), which initially would be to maximize the potential supply of equipment which is anticipated to be in double digits of refurbished UH-60 (Black Hawk) equipment, as outlined in the definitive letter to purchase received dated March 2021, from The Republic of Indonesia Ministry of Defense8.01. ~~The~~Other ~~value of such a contract if awarded is anticipated to be $400-$480 million.~~Events

~~Specifically,~~As ~~The~~disclosed UHby the Company in a Current Report on Form 8-60K filed with the Commission on May 18, 2021, the Company entered into a memorandum of understanding (~~Black~~the ~~Hawk~~“MOU”) ~~are~~with ~~refurbished~~Himmelhoch ~~engines~~Petroleum & Gas limited PTY, ~~glass~~a ~~cockpit~~South Africa corporation (“HPG,” together with the Company, the “Parties”) to establish a joint venture (the “HPG Joint Venture”). The MOU was mutually terminated as of February 1, 2023, prior to establishing the HPG Joint Venture and ~~state~~prior to the commencement or performance of any material activity under the ~~art~~MOU. ~~avionic~~The ~~systems~~Company incurred no early termination penalties and had no material relationship with HPG other than in respect of the MOU.

~~Maintenance, repair, and overhaul (MRO) for at least five (5) years.~~SIGNATURES

~~Associated~~Pursuant ~~Spare~~to ~~parts~~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.

Terms of delivery: DAP (incoterms 2020)

	SKY PETROLEUM, INC.

Date: February 16, 2023	By: /s/ Karim Jobanputra
	Karim Jobanputra
	Chief Executive Officer

Other possible business interests of the Joint Venture (the “Business Interests”) may include establishing servicing engagements, including but not limited to procurements, grants, conveyances or other transactions related to the development, business, financial or other due diligence in connection with the Business Interests; raise capital and fund operations reasonably required in connection with the Business Interest; To the extent set forth in the Agreement, each of the Parties shall own an undivided fractional part in the Business Interests.

Each Party shall use its reasonable efforts to promote and develop the Business Interest in the Area of Interest for the benefit of the Joint Venture. Gross profits, as determined in accordance with U.S. Generally Accepted Accounting Principles, will be distributed Eighty Five percent (85% to the UAC and Fifteen Percent (15%%) to Sastaro Limited the “Company”. Each of the Parties agreed to certain restrictions within the Area of Interest during the term of the Joint Venture, the receipt and distribution of gross profits related to the Business Interests, mutual agreement of the Parties.

There can be no certainty that the Joint Venture will successfully acquire, fund, or earn profits on any Business Interests.

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.

	SKY PETROLEUM, INC.
July 7, 2021	By: /s/ Karim Jobanputra
	Karim Jobanputra
	Chief Executive Officer

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