SPUP Sipup Corporation (CE)

Item 3.02    Unregistered Sales of Equity Securities. 

On June 2, 2019, Sipup Corp. (the “Company”) entered into a short-form agreement with Enlightened Capital Ltd., an Israeli company with offices in Ramat Gan, Israel (“Enlightened”), pursuant to which all outstanding ordinary shares of Enlightened were exchanged for shares of the Company’s common stock, $0.001 par value per share (the “Transaction”). In the Transaction, the Company issued to the sole shareholder of Enlightened, or the designees thereof, an aggregate of 18,644,000 shares of the Company’s common stock. Following the Transaction, Enlightened became a wholly-owned subsidiary of the Company.

The Company and Enlightened intend to enter into a long form agreement relating to the Transaction, at which time the Company will file the necessary reports and required financial information relating to Enlightened and its subsidiaries.

Following the Transactions, there were outstanding 24,044,000 shares of the Company’s common stock, of which 77% thereof are attributable to the former shareholders of Enlightened and its designees control.

Enlightened has rights to acquire patented technology that is designed to accelerate the speed of video transmission as compared to existing technologies, whilst simultaneously reducing errors by up to 75% on videos transmitted/broadcast via any digital broadcast network worldwide: internet, mobile, satellite and cable. Enlightened is currently renewing existing patents and will be registering further patented technologies relating to video compression.

This video compression technology is applicable to the following: VOD, live sports broadcasts, online gaming, streaming, video conferencing, driverless cars, virtual reality, 3D, security, satellites, drones. According to published reports and articles, consumption and transfer of digital information is expected to dramatically increase in the coming years and video is forecast to comprise a significant portion of the traffic across multiple platforms – mobile, internet, satellite, cable.

Enlightened is also engaged, in the field of green energy and is licensed to internationally trade in Certified Emission Reductions, also known as carbon credits (“CERs”), as issued by the UN until 2040. Enlightened owns Programmes of Activities ("PoAs"), certified for registration under the "Clean Development Mechanism" (CDM) established by the Kyoto Protocol and the Paris Agreement to the United Nation's Framework Convention on Climate Change ("UNFCCC")

Enlightened intends to trade CERs internationally and to purchase/construct clean energy facilities (primarily solar) generating annual returns of 10-15%.

In support of the Transaction, Enlightened has obtained an independent valuation from BDO Israel of $ 4.16 million for Enlightened and $34.29 million for the video compression activity for a combined $38.45 million for the combined activities. Furnished as Exhibit 99.1 to this Report is a copy of the valuation report by BDO Israel, which sets forth assumptions made, procedures followed, matters considered and limitations of the valuation (the “Valuation Report”). You should note that the valuation is based on Enlightened capturing a specified share of the relevant markets and numerous other assumptions as set forth in the Valuation Report. No assurance can be provided that the operative assumptions can in fact be realized.

The Valuation Report was provided to the Company’s board of directors and addresses only, as of the date of the Valuation Report, based upon and subject to the factors and assumptions set forth therein, the valuation of the combined activities. The analyses set forth in the Valuation Report do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the Company, neither the Company nor BDO Israel assumes responsibility if future results are materially different from those forecast.

The ability of Enlightened to acquire the patented technology by exercising the aforementioned option is subject to the successful capital raise by the Company of a minimum of approximately $4.5 millionfor the combined activities. The Company does not presently have any commitments for these funds and no assurance can be provided that the funds can be raised on commercially reasonable terms or at all. Even if the Company is able to raise the necessary capital, no assurance can be provided that it will be able to commercialize the patented technology.

Shareholdings following the Transaction

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially following the transaction by: (i) our directors and executive officer; and (ii) each person or group of persons known by us to beneficially own more than 5% of our outstanding shares of common stock.  Unless otherwise indicated, the shareholders listed below possess sole voting and investment power with respect to the shares they own.

(1) Applicable percentages are based on 24,044,000 shares of Common Stock outstanding following the closing of the Transaction. Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. A person is deemed to be the beneficial owner of securities that can be acquired by such person within 60 days whether upon the exercise of options, warrants or conversion of notes. Unless otherwise indicated in the footnotes to this table, we believe that each of the shareholders named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by them.

(2) Mr. Adi Zim_ holds sole voting and dispositive control of these securities.  The address of Adi Zim Holdings Ltd. is Yosef Klausner 10, Ramle Israel.

(3) David Daniel is the former shareholder of Enlightened. His address is Hanah Senesh 28, Beni Brak, Israel

(4) Mr. Reuben Ablagon holds sole voting and dispositive control of these securities.  The address of Rosario Capital Ltd is 2 Weizman Street, Tel Aviv Israel.

Risk Factors

An investment in our Company involves a significant level of risk. Investors should carefully consider the risk factors described below together with the other information included in this Report. If any of the risks described below occurs, or if other risks not identified below occur, our business, financial condition, and results of operations could be materially and adversely affected.

We are currently classified as a shell company with no operations to date.

We need to raise at a minimum of approximately $4.5 million so that our subsidiary Enlighted Capital can exercise the option to acquire the patented technology; of which no assurance can be provided that we will be able to raise the needed capital on commercially reasonable terms or at all.

Even if we are able to acquire the patented technology, no assurance can be provided that we will be able to successfully develop and market the technology.

There is no active trading market for our common stock and no assurance can be provided that one will develop.

We are considered a penny stock which makes it difficult for you to sell your stock.