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) ~~December~~ 14March 27, ~~2022~~2023

Sipup Corporation

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

333-185408		99-0382107
(Commission File Number)		(IRS Employer Identification No.)

~~Mitzpe~~ 2 Mitzpe, Shoham, Israel, ~~6082102~~Israel

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including ~~area~~ area code: 1972-~~305~~54-~~999-5232~~5774447

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 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ 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 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 41.01 ~~Changes~~Entry inInto ~~Registrant’s~~A ~~Certifying~~Material ~~Accountant~~Definitive Agreement

On ~~December~~ 14January 4, ~~2022~~2023, ~~the~~Sipup ~~Board of Directors~~ Corporation (the “~~Board~~Company”) ofentered ~~Sipup~~into ~~Corporation~~an Asset Management and Development contract (the “~~Company~~Development Contract”) ~~dismissed~~with ~~Halperin~~Kober ~~Ilanit,~~Renewable ~~CPA,~~Projects ~~certified~~Development ~~public~~and ~~accountants~~Consulting S.R.L., a company duly registered and operating under the Romanian laws (“IHKober”) pursuant to which Kober is to identify, asmanage ~~the~~and ~~Company’s~~develop ~~independent~~renewable ~~registered~~energy ~~public~~projects ~~accounting~~in ~~firm~~Romania. OnThe Development Contract contemplates ~~December~~that 14a designated local company will hold land leasing rights or ownership for a period of a minimum of 29 years, ~~2022~~plus a 10 years extension option, and in which the ~~Board~~Company ~~appointed~~shall ~~Weinstein~~hold ~~International~~rights ~~CPA~~at least 75% thereof (~~“Weinstein”~~"Spv"),. toBased ~~audit~~on the ~~consolidated~~Development ~~financial~~Contract, ~~statements~~Kober shall identify and provide suitable land for development of ~~the~~solar ~~Company~~or ~~and~~wind ~~its~~farms, ~~subsidiaries~~in ~~for~~order bring the ~~fiscal~~Spvto ~~years~~a ~~ended~~stage ~~November~~of ~~30,~~readiness ~~2021~~to ~~and~~develop ~~2022~~or to sell part of such projects.

~~Neither of~~Under ~~Halperin’s~~the ~~reports~~Development on Contract, the Company’s ~~financial~~agreed ~~statements~~to ~~for~~pay ~~each~~Kober of(i) ~~the~~upfront ~~last~~fee ~~two~~of ~~fiscal~~Euro ~~years ended November 30~~100,000, ~~2020 and~~(ii) ~~2019~~a ~~contained~~monthly anmanagement ~~adverse~~fee ~~opinion~~in orthe aamount ~~disclaimer~~ of ~~opinion,~~Euro ~~or was qualified or modified as to uncertainty~~27, ~~audit scope~~500, orwhich ~~accounting~~is ~~principles,~~payable ~~except~~after ~~that~~the ~~Halperin’s~~acquisition ~~report~~by ~~for~~ the ~~Company’s~~Spv ~~financial~~of ~~statements~~a ~~for~~minimum ~~the~~of ~~fiscal~~500mw, ~~years~~(iii) ~~ended~~Euro ~~November 30~~6,000 ~~2019 and~~for ~~2020~~each ~~contained~~mw anSpv's ~~explanatory~~rights ~~paragraph~~owned inby ~~respect to uncertainty as to~~ the Company’s, ~~ability~~ subject to ~~continue~~the asprogress aof ~~going concern. During~~ the ~~fiscal~~projects' ~~years~~approvals ~~ended November 30, 2019~~ and ~~2020,~~permits ~~and through December 14, 2022, there were no~~ (iiv) ~~disagreements~~issuance ~~(as~~of ~~defined~~19.9% ~~in Item 304(a)(1)(iv)~~ of ~~Regulation S-K) between~~ the ~~Company~~outstanding ~~and~~shares IHof oncommon ~~any~~stock ~~matter~~ of ~~accounting~~the ~~principle~~Company $0.001 orpar ~~practice,~~value ~~financial~~to ~~statement disclosure,~~Kober orand ~~auditing~~certain ~~scope~~Kober ormanagement ~~procedure~~(v) ~~which,~~Issuance ifof ~~not~~such ~~resolved~~amount toof ~~IH’s satisfaction~~warrants, ~~would~~as ~~have~~agreed ~~caused~~between itthe toparties. ~~make~~The ~~reference to~~performance ~~the~~of ~~matter in conjunction with its report on~~ the Company’s ~~consolidated~~obligations ~~financial~~is ~~statements~~subject ~~for~~to raising the ~~relevant~~necessary ~~year,~~capital orof ~~(ii)~~which ~~reportable events~~no asassurance ~~defined~~can inbe ~~Item 304(a)(1)(v) of Regulation S-K~~provided.

~~The Company~~In ~~provided~~the IHevent ~~with a copy of~~ the ~~disclosures~~Company itshall decide isto ~~making~~sell inan ~~this~~Spv, ~~Form~~the ~~8-K~~Company ~~and~~shall ~~requested~~pay ~~that~~Kober ~~IH furnish a letter addressed to~~ the ~~Securities~~ ~~and~~lesser ~~Exchange~~of ~~Commission~~(i) ~~stating~~Euro ~~whether~~20,000 or ~~not~~(ii) it25% ~~agrees~~out ~~with~~of the ~~statements~~proceeds ~~made~~from ~~herein.~~the Asale ~~copy~~ of ~~IH’s letter, dated~~the ~~March 24, 2023, is filed as Exhibit 16~~project.~~1 to this Form 8-K.~~

~~During the~~Further ~~fiscal~~to ~~years~~the ~~ended~~Development ~~November~~Contract discussed 30above, ~~2019~~On ~~and~~March ~~2020~~27, ~~and through December 14,~~ 2023, ~~neither~~Sipup ~~the~~Corporation ~~Company,~~entered ~~nor~~into ~~anyone~~an onagreement ~~behalf~~with ~~of the Company~~Kober, ~~consulted~~ ~~with~~pursuant ~~Weinstein~~to ~~with~~which ~~respect~~Kober assigned to ~~either (i)~~ the ~~application~~Company’s Kober’s ofrights ~~accounting~~under ~~principles to~~ a ~~specified~~certain ~~transaction,~~sale ~~either~~and ~~completed or~~purchase ~~proposed~~agreements (collectively, or the ~~type~~“Agreements”) ofbetween ~~audit~~Kober ~~opinion~~and ~~that~~three affiliated ~~might~~companies beduly ~~rendered~~registered onand ~~the~~operating ~~consolidated~~under ~~financial~~the ~~statements~~Romanian oflaws ~~the~~(collectively, ~~Company~~“Sellers”). ~~and~~The ~~its~~Sellers ~~subsidiaries,~~ own and control noan ~~written~~aggregate ~~report~~of orapproximately ~~oral~~2.0 ~~advice~~Mega ~~was~~Watt ~~provided~~(MW) bygreen ~~Weinstein~~energy toprojects ~~the~~consisting ~~Company~~of ~~that~~integrated ~~Weinstein~~and ~~concluded~~operational ~~was~~assembly anof ~~important factor considered~~solar byphotovoltaic ~~the~~in ~~Company~~working inand ~~reaching~~operational astatus, ~~decision~~mounting, asassemblies, toinverters, ~~the~~converters, ~~accounting~~metering, ~~auditing~~lighting orfixtures, ~~financial~~transformers, ballasts, ~~reporting~~disconnects, ~~issue~~combiners, orswitches, ~~(ii)~~wiring ~~any~~devices ~~matter~~and ~~that~~wiring, ~~was~~and ~~the~~all ~~subject of~~other ~~either~~material afor ~~disagreement~~producing ~~(as~~and ~~defined~~delivering ingreen ~~Item~~energy. Under ~~304(a)(1)(iv)~~the ofAgreements, ~~Regulation~~the ~~S-K)~~Sellers orsold ato ~~reportable~~Kober ~~event~~all ~~(as~~of ~~described~~the inoperating ~~Item~~assets ~~304(a)(1)(v)~~ of ~~Regulation~~these ~~S-K)~~projects.

~~Item~~The ~~9.01~~aggregate ~~Financial~~purchase ~~Statements~~price under the Agreements is EUR 2,200,000, of which EUR 400,000 is due within seven business days and ~~Exhibits~~the balance within four (4) months.

~~(d)~~The ~~Exhibits~~Company intends to develop the projects, subject to raising the required capital of which no assurance can be provided that the Company will be successful.

~~16.1~~Kober ~~Letter~~will ~~from~~have ~~Ilanit~~rights ~~Halperin,~~to ~~certified~~all ~~public~~of ~~accountants,~~the ~~dated~~local ~~March~~licenses and ~~24,~~permits ~~2023.~~necessary ~~104~~to ~~Cover~~develop ~~Page~~and ~~Interactive~~operate ~~Data File (embedded within~~ the ~~Inline XBRL document)~~projects.

1In addition, Kober has signed on behalf of the Company, additional solar, wind farms and storage agreement for the rights to 165MW and memorandum of understanding for an additional 40MW.

~~SIGNATURES~~Item 2.01 Completion of Acquisition or Disposition of Assets.

~~Pursuant to~~Reference ~~the~~is ~~requirements~~made ofto the ~~Securities~~disclosure set ~~Exchange~~forth ~~Act~~under Item 1.01 of ~~1934,~~this ~~the~~Current ~~registrant~~Report ~~has~~on ~~duly~~Form ~~caused~~8-K, ~~this~~which ~~report~~disclosure tois beincorporated ~~signed~~herein ~~on its behalf~~ by ~~the undersigned, thereunto duly authorized~~reference.

	SIPUP CORPORATION, INC.
	By:	/s/ Baruch Yadid
		Baruch Yadid
Date: March 24, 2023		Interim Chief Executive Officer (Principal Executive Officer)

SIGNATURES

2Pursuant 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.

	SIPUP CORPORATION, INC.

	By:	/s/ Baruch Yadid
		Baruch Yadid
Date: March 28, 2023		Interim Chief Executive Officer (Principal Executive Officer)

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