SIPUP CORP : Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry Into A Material Definitive Agreement

The disclosure set forth below under Item 2.01 (Completion of Acquisition of Disposition of Assets) is incorporated by reference into this Item 1.01.

On November 30, 2022 Sipup Corp. ( "Sipup," "we," "us" or the "Company") entered into a Rescission Agreement (the "Rescission Agreement") with VeganNation Services, Ltd., a company formed under the laws of the State of Israel ("VeganNation") and the shareholders of VeganNation. pursuant to which the previously disclosed Share Exchange Agreement entered into as of September 30,. 2021 amongst the parties (the "Share Exchange Agreement") was terminated and rescinded in its entirety. Accordingly, each of the parties wase restored to the respective positions they occupied immediately prior to the execution and delivery of the Exchange Agreement.

Due to circumstances beyond the control of the Parties, Sipup has been unable to develop the business of VeganNation to the extent contemplated by the Exchange Agreement and discussions between Sipup and VeganNation following the execution and delivery of the Exchange Agreement. Accordingly, the parties determined to enter into the Rescission Agreement.

The foregoing description of the Share Exchange Agreement is qualified in its entirety by reference to the Rescission Agreement, a copy of which is filed as Exhibit 10.1 to report and which is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets

Under the Share Exchange Agreement, Sipup issued to the VeganNation shareholders 41,062,240 shares of Sipup common stock the "Sipup Shares") in consideration for all of the issued and outstanding ordinary shares of VeganNation.

Under the Rescission Agreement, which closed as of January 31, 2023, the parties agreed to the following

? Sipup shall have no ownership interest in VeganNation, and therefore

VeganNation shall no longer be a subsidiary of Sipup;

? All of the Ordinary Shares transferred by the VeganNation shareholders to Sipup

under the Exchange Agreement were transferred and conveyed by Sipup to the

   VeganNation shareholders.

? All of the shares of common stock transferred by Sipup to the VeganNation

shareholders under the terms of the Exchange Agreement will be cancelled and

returned to the treasury of Sipup.

In addition, under the terms of the Rescission Agreement VeganNation agreed to deliver to an account designated by Sipup 2,000,000 unrestricted GreenCoins (the "GreenCoins"), for no additional consideration, which shall be locked through May 3, 2023. In addition, VeganNation and Sipup executed an option agreement (the "GreenCoin Option Agreement"), pursuant to which Sipup shall have the right to exercise its option through June 30, 2024, to acquire 14,000,000 GreenCoins (the "Option").

Under the Rescission Agreement, the parties exchanged mutual releases releasing each other from any continuing liability to each other. In addition, VeganNation undertook to assist Sipup in completing its 2021 audit.

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Item 5.02 Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Under the terms of the Rescission Agreement, on January 31, 2023 Mr. Isaac Thomas resigned from all position held with Sipup, including his directorship and as chief Executive Officer.

On February 3, 2023, Mr. Baruch Yadid, a directo,r was appointed as interim chief executive officer.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits



Exhibit
Number                                     Description
104        Cover Page Interactive Data File (embedded within the Inline XBRL document)




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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.

SIPUP CORPORATION, INC.

                        By:  /s/ Baruch Yadid
                             Baruch Yadid
                             Interim Chief Executive Officer
Date: February 14, 2023      (Principal Executive Officer)




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