SPUP Sipup Corporation (CE)

Item 1.01 Entry into a Material Definitive Agreement

On April 25, 2021, Sipup Corp (the “Company”), entered into Stock Exchange Agreement (the “Stock Exchange Agreement”) with VeganNation Services, Ltd., a company formed under the laws of the State of Israel (“VeganNation”) and the shareholders of VeganNation. Pursuant to the Stock Exchange Agreement and subject to the satisfaction or waiver of the conditions therein, the Company will acquire all of the issued and outstanding capital of VeganNation whereupon VeganNation will become a wholly owned subsidiary of the Company. VeganNation is, a leading global plant-based company building an all-encompassing conscious consumer ecosystem, connecting and empowering plant-based and sustainable businesses and individuals. Management of the Company believes that the growth of sustainable and plant-based consumer goods presents a unique opportunity to participate in the fastest growing lifestyle globally. If the transactions contemplated under the Stock Exchange Agreement are consummated, at the closing, the Company will issue to VeganNation stockholders, in exchange for all of the issued and outstanding shares of VeganNation, such number of the Company’s common stock as shall equal, following such issuance, approximately 50% of the Company’s issued and outstanding common stock. The Company’s Chief Executive Officer, Isaac Thomas, is a shareholder of VeganNation.

The Stock Exchange Agreement contains customary representations, warranties and covenants of each of the parties. The consummation of the agreement is subject to various closing conditions. Either the Company or VeganNation may terminate the Stock Exchange Stock Exchange Agreement if the Closing does not occur before September 30, 2021.

The above description of the Stock Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Exchange Agreement itself, which is filed as Exhibit 2.1 to this report and incorporated herein by reference. The inclusion of the Stock Exchange Agreement with this report is not intended to provide investors with factual information other than the fact of the terms and conditions of the Stock Exchange Agreement. The representations and warranties included in the Stock Exchange Agreement were made by the parties for the purposes of allocating contractual risk among them and not as a means of establishing facts (and as such are subject to different standards of materiality and are qualified by a confidential disclosure letter). Only the parties to the agreement and specified have a right to enforce the Stock Exchange Agreement or rely on the representations it contains.