Current Report Filing (8-k)
December 29 2020 - 7:56AM
Edgar (US Regulatory)
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
May 11, 2020
Date of Report (Date of earliest event reported)
Sipup Corporation
(Exact name of registrant as specified in its
charter)
Nevada
(State or other jurisdiction of incorporation)
333-185408
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99-0382107
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(Commission
File Number)
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(IRS Employer
Identification No.)
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30 Wall St. 8th floor, New York,
NY 10005
(Address of Principal Executive Offices) (Zip
Code)
Registrant’s telephone number, including
area code: (212)634-4360
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Section 4. Matters Related to Accountants and Financial Statements
Item 4.01. Changes in Registrant’s Certifying Accountant.
On May 20, 2020 (the “Dismissal
Date”), the Board of Directors (the “Board”) of Sipup Corporation (the “Company”) dismissed Weinstein
& Co C.P.A. (“Weinstein”) as the independent registered public accounting firm for the Company. On May 20, 2020,
the Board engaged Halperin CPA, Financial Consulting & Management (“Halperin”) as the Company’s new independent
registered public accounting firm. The decision to dismiss Weinstein resulted from an order
(the “Order”) of the Securities and Exchange Commission (the “SEC”) denying W&CO the privilege
of appearing or practicing before the SEC.
The reports of Weinstein
on the Company’s financial statements for the two most recent fiscal years did not contain an adverse or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other
than an explanatory paragraph relating to the Company's ability to continue as a going concern.
During the two most recent
fiscal years and through the Dismissal Date, there were (i) no disagreements between the Company and Weinstein on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not
resolved to the satisfaction of Weinstein, would have caused Weinstein to make reference thereto in their reports on the consolidated
financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
The Company provided Weinstein
with a copy of this Form 8-K and requested that Weinstein furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not Weinstein agrees with the above statements. A copy of such letter, dated December 28, 2020, is attached
as Exhibit 16.1.
During the Company’s
two most recent fiscal years and in the subsequent interim period through the Dismissal Date, neither the Company or anyone on
its behalf consulted with Halperin regarding either (i) the application of accounting principles
to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
consolidated financial statements, and neither a written report nor oral advice was provided to the Company by Halperin that was
an important factor considered by the Company in reaching a decision as to the accounting, auditing, or financial reporting issue;
or (ii) any matter that was the subject of either a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K or a reportable
event as described in Item 304(a)(1)(v) of Regulation S-K.
Item 8.01 Other Events
On December 14, 2020,
the Company disclosed on a current report on Form 8-K that it previously entered into a non-binding Letter of Intent to merge
with VeganNation Services Ltd., a company formed under the laws of the State of Israel
(“VeganNation”). VeganNation, a global company building an all-encompassing plant-based conscious consumer
ecosystem, seeks to connect and empower plant-based and sustainable businesses with consumers who seek such products.
VeganNation has, on November 26, 2020, entered into a non-binding Letter of Intent (the “LOI”) to acquire a vegan
industry company located in the United States (the “Target”) for a $4 million acquisition. VeganNation has
assigned the LOI to the Company, and the Company intends to consummate the acquisition directly. These and other terms in the
LOI may be adjusted, subject to completion by the Company of its due diligence review and subsequent negotiation with the
Target.
No assurances can be provided
that either the acquisition of the Target nor the merger between the Company and VeganNation will be successfully concluded.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 16.1 Auditor’s Letter dated December 28, 2020
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 hereto duly authorized.
Date: December 29, 2020
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Sipup Corporation
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By:
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/s/ Isaac Thomas
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Chief Executive Officer
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