Item 1.01 Entry Into A Material Definitive Agreement
On January 4, 2023, Sipup Corporation (the "Company") entered into an Asset
Management and Development contract (the "Development Contract") with Kober
Renewable Projects Development and Consulting S.R.L., a company duly registered
and operating under the Romanian laws ("Kober") pursuant to which Kober is to
identify, manage and develop renewable energy projects in Romania. The
Development Contract contemplates that a designated local company will hold land
leasing rights or ownership for a period of a minimum of 29 years, plus a 10
years extension option, and in which the Company shall hold rights at least 75%
thereof ("Spv"). Based on the Development Contract, Kober shall identify and
provide suitable land for development of solar or wind farms, in order bring the
Spvto a stage of readiness to develop or to sell part of such projects.
Under the Development Contract, the Company agreed to pay Kober (i) upfront fee
of Euro 100,000, (ii) a monthly management fee in the amount of Euro 27,500,
which is payable after the acquisition by the Spv of a minimum of 500mw, (iii)
Euro 6,000 for each mw Spv's rights owned by the Company, subject to the
progress of the projects' approvals and permits (iv) issuance of 19.9% of the
outstanding shares of common stock of the Company $0.001 par value to Kober and
certain Kober management (v) Issuance of such amount of warrants, as agreed
between the parties. The performance of the Company's obligations is subject to
raising the necessary capital of which no assurance can be provided.
In the event the Company shall decide to sell an Spv, the Company shall pay
Kober the lesser of (i) Euro 20,000 or (ii) 25% out of the proceeds from the
sale of the project.
Further to the Development Contract discussed above, On March 27, 2023, Sipup
Corporation entered into an agreement with Kober, pursuant to which Kober
assigned to the Company's Kober's rights under a certain sale and purchase
agreements (collectively, the "Agreements") between Kober and three affiliated
companies duly registered and operating under the Romanian laws (collectively,
"Sellers"). The Sellers own and control an aggregate of approximately 2.0 Mega
Watt (MW) green energy projects consisting of integrated and operational
assembly of solar photovoltaic in working and operational status, mounting,
assemblies, inverters, converters, metering, lighting fixtures, transformers,
ballasts, disconnects, combiners, switches, wiring devices and wiring, and all
other material for producing and delivering green energy. Under the Agreements,
the Sellers sold to Kober all of the operating assets of these projects.
The aggregate purchase price under the Agreements is EUR 2,200,000, of which EUR
400,000 is due within seven business days and the balance within four (4)
months.
The 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.
Kober will have rights to all of the local licenses and permits necessary to
develop and operate the projects.
In 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.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Reference is made to the disclosure set forth under Item 1.01 of this Current
Report on Form 8-K, which disclosure is incorporated herein by reference.
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