F-4 1 ff42021_tradeupglobal.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on October 21, 2021.

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_________________

Form F-4
Registration
Statement Under the Securities Act of 1933

_________________

TradeUP Global Corporation

(Exact name of registrant as specified in its charter)

_________________

Cayman Islands

 

6770

 

98-1584130

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(IRS Employer
Identification Number)

_________________

437 Madison Avenue, 27th Floor
New York, New York 10022
(732) 910-9692

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_________________

Jianwei Li
437 Madison Avenue, 27th Floor
New York, New York 10022
(732) 910-9692
(Name, address, including zip code, and telephone number, including area code, of agent for service)

_________________

Copies to:

David C. Buck

Kayleigh McNelis

Sidley Austin LLP

1000 Louisiana Street, Suite 5900

Houston, Texas 77002

Tel: (713) 495-4500

     

Michael J. Blankenship

Douglas C. Lionberger

Chris Ferazzi

800 Capitol Street, Suite 2400

Houston, TX 77002

Tel: 713-651-2600

_________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.

 

Table of Contents

CALCULATION OF REGISTRATION FEE

Title of each Class of Security to be registered

 

Amount
to be
registered

 

Proposed maximum offering
price per
security

 

Proposed
maximum
aggregate
offering
price

 

Amount of registration
fee

Class A ordinary shares, par value $0.0001 per share

 

22,800,008

(1)(2)

 

9.80

(3)

 

$

223,440,078.40

 

$

20,712.90

Class B ordinary shares, par value $0.0001 per share

 

11,679,705

(1)(2)

 

9.80

(3)

 

$

114,461,109.00

 

$

10,610.54

Total

 

 

 

 

 

 

 

$

337,901,187.40 

 

$

31,323.44 

____________

(1)      Based on the maximum number of Class A ordinary shares, par value $0.0001 per share, of the registrant (“Class A ordinary shares”) and the maximum number of Class B ordinary shares, par value $0.0001 per share, of the registrant (“Class B ordinary shares”) estimated to be issued by the registrant upon the business combination described in the proxy statement/prospectus contained herein to the shareholders of SAITECH Limited. Class A ordinary shares include Class A ordinary shares issuable upon conversion of the Class B ordinary shares on a one-for-one basis.

(2)      Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(3)      Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Class A ordinary shares as reported on The Nasdaq Stock Market LLC on October 15, 2021. This calculation is in accordance with Rule 457(c) under the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

Table of Contents

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Preliminary — Subject to Completion, Dated October 21, 2021

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
AND

PROSPECTUS FOR 22,800,008 CLASS A Ordinary Shares AND
11,679,705 CLASS B ORDINARY SHARES
OF
TradeUP Global Corporation

_________________

On September 27, 2021, TradeUP Global Corporation, a Cayman Islands exempted company (“TradeUP”), entered into a business combination agreement (as it may be amended from time to time, the “Business Combination Agreement”), with TGC Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of TradeUP (“Merger Sub”), and SAITECH Limited, a Cayman Islands exempted company (“SAI”). The Business Combination Agreement provides that, among other things, Merger Sub will merger with and into SAI, with SAI surviving the merger as a wholly owned subsidiary of TradeUP (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”). In connection with the Business Combination, TradeUP will change its corporate name to “SAI.TECH Global Corporation” (“New SAI”). References to “SAI” are to SAITECH Limited prior to the consummation of the merger, and references to “New SAI” are to TradeUP Global Corporation, under its new corporate name after the consummation of the Business Combination.

The audit committee (the “Audit Committee”) of the board of directors of TradeUP (the “TradeUP Board”), consisting solely of independent and disinterested members of the TradeUP Board, unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the merger, are in the best interests of TradeUP and its shareholders and recommended that the TradeUP Board approve the Business Combination Agreement. Based on the Audit Committee’s recommendation, the TradeUP Board (other than Jianwei Li, who abstained) unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the merger, and recommends that you vote or give instruction to vote “FOR” the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, including the merger, and the other proposals described in the accompanying proxy statement/prospectus. When you consider the TradeUP Board’s recommendation of these proposals, you should keep in mind that TradeUP’s directors and officers have interests in the business combination that are different from, or in addition to, the interests of TradeUP shareholders generally. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information. The TradeUP Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to TradeUP shareholders that they vote in favor of the proposals presented at the Meeting.

On the merger effective date: (1) each Class A ordinary share, par value $0.0001 per share, of SAI (“SAI Class A ordinary shares”) outstanding as of immediately prior to the merger effective date (including SAI Class A ordinary shares resulting from the conversion of preferred shares, par value $0.0001 per share, of SAI (“SAI preferred shares”) in connection with the merger, but excluding any SAI Class A ordinary shares as to which dissenter’s rights have been properly exercised in accordance with Cayman Islands law and SAI Class A ordinary shares held by SAI as treasury shares) will be converted into a right to receive a number of Class A ordinary shares, par value $0.0001 per share, of New SAI (“New SAI Class A ordinary shares”) determined on the basis of an exchange ratio derived from an implied equity value for SAI of $228.0 million and $10.00 per share (the “exchange ratio”); and (2) each Class B ordinary share, par value $0.0001 per share, of SAI (“SAI Class B ordinary shares”) outstanding as of immediately prior to the merger effective date will be converted into a right to receive a number of Class B ordinary shares, par value $0.0001 per share, of New SAI (“New SAI Class B ordinary shares” and New SAI Class A ordinary shares and New SAI Class B ordinary shares, collectively, “New SAI ordinary shares”) determined on the basis of the exchange ratio. As of the date of this proxy statement/prospectus, the exchange ratio was approximately 0.16222. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to SAI Shareholders in the Business Combination” of this proxy statement/prospectus for additional information.

In connection with the Business Combination, TradeUP will amend and restate its memorandum and articles of association (the “amended memorandum and articles of association”) to implement a new dual-class capital structure with (1) New SAI Class A ordinary shares carrying voting rights in the form of one vote per share and (2) New SAI Class B ordinary shares carrying voting rights in the form of ten votes per share. The New SAI Class A ordinary shares and the New SAI Class B ordinary shares will vote together as a single class on all matters, unless otherwise required by the amended memorandum and articles of association or applicable law. Pursuant to the amended memorandum and articles of association, each New SAI Class B ordinary share is convertible at any time at the option of the holder into one New SAI Class A ordinary share. In addition, each New SAI Class B ordinary share will automatically convert into one New SAI Class A ordinary share upon transfer to a non-authorized holder. In addition, each New SAI Class B ordinary share will automatically convert into an equal number of New SAI Class A ordinary shares upon the earliest to occur of: (a) the date that is the one year following the death or incapacity of Risheng Li (“SAI Founder”); and (b) the date determined by the New SAI board of directors that is between 90 and 180 days after the date of termination of SAI Founder for cause. See the section entitled “Description of New SAI Securities” of this proxy statement/prospectus for additional information.

Based on the exchange ratio as of the date of this proxy statement/prospectus of approximately 0.16222, the total number of New SAI ordinary shares expected to be issued in connection with the Business Combination is approximately 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares, and these New SAI Class A ordinary shares and New SAI Class B ordinary shares are expected to represent approximately 65.6% and 100%, respectively, of the issued and outstanding New SAI Class A ordinary shares and New SAI Class B ordinary shares immediately following the closing, assuming no TradeUP Class A ordinary shares are redeemed, and 78.2% and 100%, respectively, of the issued and outstanding New SAI Class A ordinary shares and New SAI Class B ordinary shares, assuming the maximum number of TradeUP Class A ordinary shares are redeemed.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of TradeUP to be held on              (the “Meeting”). Only holders of record of ordinary shares of TradeUP at the close of business on            , the record date for the Meeting, are entitled to notice of and to vote at the Meeting and any adjournments of the Meeting.

TradeUP’s units, Class A ordinary shares and warrants are currently listed on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “TUGCU,” “TUGC” and “TUGCW,” respectively. TradeUP will apply for listing, to be effective at the time of the Business Combination, of New SAI Class A ordinary shares and warrants on Nasdaq under the symbols, “SAI” and “SAITW,” respectively. TradeUP will not have units listed on Nasdaq following consummation of the Business Combination.

Effective as of closing, New SAI is expected to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

Effective as of closing, it is expected that New SAI will qualify as a “foreign private issuer” as defined in the Exchange Act and will therefore be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, in connection with such status, New SAI’s directors, officers and principal shareholders would be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, New SAI would not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. domestic registrants whose securities are registered under the Exchange Act.

This proxy statement/prospectus provides TradeUP’s shareholders with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of TradeUP. You should carefully read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Business Combination described in this proxy statement/prospectus, passed upon the merits or fairness of the Business Combination described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated              and is first being mailed to TradeUP shareholders on or about             .

 

Table of Contents

Tradeup Global Corporation
437 Madison Avenue, 27th Floor
New York, New York 10022

NOTICE OF Extraordinary General MEETING OF
TradeUP Global CORPORATION
TO BE HELD ON

To the Shareholders of TradeUP Global Corporation:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of TradeUP Global Corporation, a Cayman Islands exempted company (“TradeUP”), will be held at             a.m., New York City time, on             , at             , and via live webcast by visiting https://            . You are cordially invited to attend the Meeting, which will be held for the following purposes:

•        Proposal 1 — The Business Combination Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination agreement, dated as of September 27, 2021 (as amended, the “Business Combination Agreement”), among TradeUP, TGC Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary of TradeUP (“Merger Sub”), and SAITECH Limited, a Cayman Islands exempted company (“SAI”), and the transactions contemplated thereby, including the merger of Merger Sub with and into SAI, with SAI surviving the merger as a wholly owned subsidiary of TradeUP (the “merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) (a copy of the Business Combination Agreement, as amended, is included as Annex A-1 and Annex A-2 to the attached proxy statement/prospectus) (the “Business Combination Proposal”);

•        Proposal 2 — The Articles Amendment Proposal: to consider and vote upon, as special resolutions, proposals to approve: (a) the change of name of TradeUP Global Corporation to SAI.TECH Global Corporation; and (b) the proposed amended and restated memorandum and articles of association of TradeUP (the “amended memorandum and articles of association”) (a copy of the amended memorandum and articles of association is included as Annex B to the attached proxy statement/prospectus) (the “Articles Amendment Proposal”);

•        Proposal 3 — The Share Issuance Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC (“Nasdaq”), the issuance of more than 20% of TradeUP’s issued and outstanding Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”) and Class B ordinary shares, par value $0.0001 per share (“Class B ordinary shares” and, together with the Class A ordinary shares, the “ordinary shares”) (the “Share Issuance Proposal”);

•        Proposal 4 — The Incentive Plan Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the SAI.TECH Global Corporation 2021 Equity Incentive Plan (the “New SAI Incentive Plan”) (a copy of the New SAI Incentive Plan is included as Annex C to the attached proxy statement/prospectus) (the “Incentive Plan Proposal”); and

•        Proposal 5 — The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Extraordinary General Meeting to a later date or dates (1) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting there are not sufficient votes to approve one or more proposals presented to shareholders for vote and (2) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to TradeUP shareholders (the “Adjournment Proposal”).

The above matters are more fully described in the attached proxy statement/prospectus, which also includes, as Annex A-1 and Annex A-2, a copy of the Business Combination Agreement (including related exhibits). We urge you to read carefully the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein.

The board of directors of TradeUP has set            as the record date for the Meeting. Only holders of record of ordinary shares of TradeUP at the close of business on            will be entitled to notice of and to vote at the Meeting

 

Table of Contents

and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Meeting may attend the meeting virtually and is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of ordinary shares of TradeUP. A complete list of TradeUP shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive offices of TradeUP for inspection by TradeUP shareholders during ordinary business hours for any purpose germane to the Meeting. The eligible TradeUP shareholder list will also be available at that time on the Meeting website for examination by any shareholder attending the Meeting live audio webcast.

Pursuant to TradeUP’s amended and restated memorandum and articles of association, TradeUP will provide public shareholders with the opportunity to redeem their Class A ordinary shares of TradeUP included as part of the units sold in TradeUP’s initial public offering for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, calculated as of two business days prior to the consummation of the transactions contemplated by the Business Combination Agreement, including interest earned on the funds held in the trust account (net of taxes payable) and not previously released to TradeUP to pay taxes, upon the closing of the transactions contemplated by the Business Combination Agreement. For illustrative purposes, based on funds in the trust account of approximately $            million (net of taxes payable) on            , the record date for the Meeting, the estimated per share redemption price would have been approximately $            , excluding additional interest earned on the funds held in the trust account and not previously released to TradeUP to pay taxes. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares of TradeUP. TradeUP Global Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and TradeUP’s directors and officers have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares of TradeUP they may hold. Currently, the Sponsor and TradeUP’s directors and officers own approximately 23.1% of the ordinary shares of TradeUP, consisting of the Class A ordinary shares and Class B ordinary shares of TradeUP purchased by the Sponsor in private placement transactions. The Sponsor and TradeUP’s directors and officers have agreed to vote any ordinary shares of TradeUP owned by them in favor of the Business Combination Proposal and the other proposals.

Approval of each of the Business Combination Proposal, the Share Issuance Proposal and the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the issued ordinary shares of TradeUP that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Approval of the Articles Amendment Proposal requires a special resolution, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of TradeUP that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. If presented, approval of the Adjournment Proposal requires an ordinary resolution.

Each redemption of Class A ordinary shares of TradeUP by its public shareholders will decrease the amount in the trust account. TradeUP will not consummate the Business Combination if the redemption of Class A ordinary shares of TradeUP would result in TradeUP’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule). In addition, under the terms of the Business Combination Agreement, SAI’s obligation to complete the Business Combination is conditioned upon, among other things, the aggregate cash proceeds from the trust account equaling no less than $17.5 million (after deducting any amounts paid to TradeUP shareholders that exercise their redemption rights in connection with the Business Combination).

If the Business Combination Proposal is not approved, the Articles Amendment Proposal will not be presented to the shareholders for a vote. Notwithstanding the approval of the Articles Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Articles Amendment Proposal will not be effected. It is important for you to note that in the event that the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal do not receive the requisite vote for approval, then the Business Combination may not be consummated. If TradeUP does not consummate the Business Combination and fails to complete an initial business combination by November 3, 2022, TradeUP will be required to dissolve and liquidate its trust account by returning the then remaining funds in such account to the public shareholders. The proxy

 

Table of Contents

statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, including the merger, as well as the proposals to be considered at the Meeting. Please review the accompanying proxy statement/prospectus carefully.

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

The board of directors of TradeUP (other than Jianwei Li, who abstained) unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the merger, and recommends that you vote “FOR” each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal.

If you have any questions or need assistance with voting, please contact TradeUP’s proxy solicitor,            , at            or email            at            .

On behalf of the TradeUP Board, I thank you for your support and look forward to the successful completion of the Business Combination.

 

By Order of the Board of Directors

   

 

   

Jianwei Li

   

Chairman and Co-Chief Executive Officer

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Meeting in person or virtually, the effect will be, among other things, that your ordinary shares of TradeUP will not be counted for purposes of determining whether a quorum is present at the Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Meeting. If you are a shareholder of record and you attend the Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the remainder of the proxy statement/prospectus following this notice for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE TradeUP REDEEM YOUR CLASS A ORDINARY SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TRANSFER YOUR CLASS A ORDINARY SHARES TO TRADEUP’S TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “THE EXTRAORDINARY GENERAL MEETING OF TradeUP SHAREHOLDERS — REDEMPTION RIGHTS” IN THE accompanying PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

Table of Contents

TABLE OF CONTENTS

 

Page

About This Proxy Statement/Prospectus

 

1

Industry and Market Data

 

2

Frequently Used Terms

 

3

Cautionary Note Regarding Forward-Looking Statements

 

7

Questions and Answers

 

9

Summary

 

20

Summary Historical Financial Information of TradeUP

 

41

Summary Historical Financial Information of SAI

 

42

Summary Unaudited Pro Forma Condensed COMBINED Financial Information

 

43

Risk Factors

 

45

The Extraordinary General Meeting of TradeUP Shareholders

 

100

Proposal 1 — The Business Combination Proposal

 

106

Proposal 2 — The Articles Amendment Proposal

 

151

Proposal 3 — The Share Issuance Proposal

 

153

Proposal 4 — The Incentive Plan Proposal

 

155

Proposal 5 — The Adjournment Proposal

 

161

Unaudited Pro Forma Condensed Combined Financial Information

 

162

Information About TradeUP

 

172

TradeUP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

179

SAI’s Business

 

185

SAI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

207

Management of New SAI Following the Business Combination

 

220

Executive Compensation

 

225

Beneficial Ownership of Securities

 

227

Certain Relationships and Related Party Transactions

 

229

Description of New SAI Securities

 

232

Securities Act Restrictions on Resale of TradeUP Securities

 

246

Appraisal Rights

 

250

Submission of Shareholder Proposals

 

250

Future Shareholder Proposals

 

250

Shareholder Communications

 

250

Delivery of Documents to Shareholders

 

251

Transfer Agent

 

251

Legal Matters

 

252

Experts

 

252

Where You Can Find More Information

 

252

Index to Financial Statements

 

F-1

Annex A-1 — Business Combination Agreement

 

A-1-1

ANNEX A-2 — AMENDMENT TO BUSINESS COMBINATION AGREEMENT

 

A-2-1

Annex B — Form of Amended memorandum and articles of association

 

B-1

Annex C — Form Of New SAI Incentive Plan

 

C-1

Annex D — TRADEUP Support Agreement

 

D-1

Annex E — SAI Support Agreement

 

E-1

Annex F — ForM of New Registration Rights Agreement

 

F-1

Annex G — TradeUP Lock-UP Agreement

 

G-1

Annex H — SAI Affiliate Lock-UP Agreement

 

H-1

Annex I — SAI Shareholder Lock-UP Agreement

 

I-1

Annex J — Letter Agreement Amendment

 

J-1

Annex K — Opinion of Duff & Phelps

 

K-1

i

Table of Contents

About This Proxy Statement/Prospectus

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by TradeUP, constitutes a prospectus of TradeUP under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the ordinary shares to be issued to SAI shareholders in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of TradeUP at which TradeUP shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

The registration statement and the accompanying proxy statement/prospectus is available without charge to TradeUP shareholders upon written or oral request. This document and TradeUP’s other filings with the SEC may be obtained by either written or oral request to TradeUP Global Corporation, 437 Madison Avenue, 27th Floor, New York, New York 10022 or by telephone at (732) 910-9692. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

In addition, if you are a TradeUP shareholder and have questions about the proposals to be considered at the Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact            (“            ”), TradeUP’s proxy solicitor, by calling            , or banks and brokers can call collect at            , or by emailing            . You will not be charged for any of the documents that you request.

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for additional information.

Information contained on any website is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than            .

1

Table of Contents

Industry and Market Data

This proxy statement/prospectus includes market and industry data and forecasts that SAI has derived from publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and SAI’s internal data and estimates based on its management’s knowledge of and experience in the market sectors in which it competes.

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

The industry and market position information that appears in this proxy statement/prospectus is from independent market research carried out by Frost Sullivan, which was commissioned by SAI. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Such information is supplemented where necessary with SAI’s internal estimates and information obtained from discussions with its platform users, taking into account publicly available information about other industry participants and SAI’s management’s judgment where information is not publicly available.

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

2

Table of Contents

Frequently Used Terms

Unless otherwise stated or unless the context otherwise requires, in this document:

•        “ancillary documents” means each agreement, instrument or document including the Lock-Up Agreements, the SAI Shareholder Support Agreement, the TradeUP Support Agreement, the New Registration Rights Agreement and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement;

•        “bitcoin” means the type of virtual currency based on an open source cryptographic protocol existing on the Bitcoin Network.

•        “Business Combination” means the transactions contemplated by the Business Combination Agreement, including, the merger;

•        “Business Combination Agreement” means the Business Combination Agreement, dated as of September 27, 2021, among TradeUP, Merger Sub and SAI, as amended as of October 20, 2021, and as such agreement may be further amended, and attached hereto as Annex A-1 and Annex A-2;

•        “closing” means the closing of the Business Combination;

•        “Code” means the Internal Revenue Code of 1986, as amended;

•        “Companies Act” or “Companies Law” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced;

•        “Company” or “TradeUP” means TradeUP Global Corporation, a Cayman Islands exempted company;

•        “current memorandum and articles of association” means the amended and restated certificate memorandum and articles of association of TradeUP, effective April 28, 2021;

•        “Exchange Act” means the Securities Exchange Act of 1934, as amended;

•        “founder shares” means the 1,150,000 TradeUP Class B ordinary shares (of which 272,247 are outstanding following the conversion of 850,000 TradeUP Class B ordinary shares and the forfeiture of 27,753 TradeUP Class B ordinary shares) that were issued to TradeUP initial shareholders prior to the TradeUP IPO (each a founder share);

•        “GAAP” means generally accepted accounting principles in the United States;

•        “hash rate” means a measure of the computational power per second used when mining;

•        “Investment Company Act” means the U.S. Investment Company Act of 1940, as amended;

•        “IRS” means the U.S. Internal Revenue Service;

•        “JOBS Act” means the Jumpstart Our Business Startups Act of 2012;

•        “Letter Agreement” means the letter agreement by and among TradeUP, the Sponsor and three directors of TradeUP, as amended by the letter agreement amendment dated September 27, 2021;

•        “Lock-Up Agreements” means (1) the SAI Lock-Up Agreements and (2) the TradeUP Lock-Up Agreement;

•        “Meeting” means the Extraordinary General Meeting of TradeUP, to be held on            at            a.m., New York City time, at            , and via live webcast by visiting https://            ;

•        “merger” means the merger of Merger Sub with SAI, with SAI surviving such merger and SAI becoming a wholly owned subsidiary of TradeUP, pursuant to the Business Combination Agreement;

3

Table of Contents

•        “Merger Sub” means TGC Merger Sub, a Cayman Islands exempted company incorporated with limited liability;

•        “MOFCOM” means the Ministry of Commerce of the People’s Republic of China;

•        “Minimum Cash Condition” means the aggregate cash proceeds available for release to TradeUP from the trust account in connection with the tractions contemplated by the Business Combination Agreement (after giving effect to the exercise of redemption rights by public shareholders, but before giving effect to the consummation of the closing and the payment of expenses and indebtedness permitted under the Business Combination Agreement) being equal to or greater than $17.5 million;

•        “M&A Rules” means the Rules on Mergers and Acquisitions of Domestic Enterprise by Foreign Investors ((關於外國投資者併購境內企業的規定》), which was jointly issued by six PRC regulatory authorities, including the MOFCOM and other government authorities on August 8, 2006 and was effective as of September 8, 2006 and amended on June 22, 2009.

•        “Nasdaq” means The Nasdaq Stock Market LLC;

•        “NDRC” means the National Development and Reform Commission;

•        “New Registration Rights Agreement” means the registration rights agreement to be entered into by New SAI, the TradeUP initial shareholders and SAI shareholders, at the closing (a copy of which is attached hereto as Annex F);

•        “New SAI Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of New SAI;

•        “New SAI Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of New SAI;

•        “New SAI Incentive Plan” means SAI.TECH Global Corporation 2021 Equity Incentive Plan (a copy of which is attached hereto as Annex C);

•        “New SAI ordinary shares” means the New SAI Class A ordinary shares and the New SAI Class B ordinary shares;

•        “New SAI” means SAI.TECH Global Corporation (formerly named TradeUP Global Corporation) following the consummation of the Business Combination;

•        “ordinary resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of the issued ordinary shares of the company that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting;

•        “PBOC” means People’s Bank of China;

•        “PRC” or “China” means the People’s Republic of China;

•        “private shares” are to the aggregate 224,780 TradeUP Class A ordinary shares, at a price of $10.00 per share, issued to the Sponsor in a private placement simultaneously with the closing of the TradeUP IPO and the partial exercise of the underwriters’ over-allotment option to purchase additional units;

•        “proposed memorandum and articles of association” means the proposed amended and restated memorandum and articles of association of TradeUP, which will become TradeUP’s memorandum and articles of association upon the approval of the Business Combination Proposal and the Articles Amendment Proposal and the consummation of the Business Combination (a copy of the proposed memorandum and articles of association is attached hereto as Annex B);

•        “proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form F-4 filed with the SEC;

4

Table of Contents

•        “public shareholders” means the holders of public shares, including the TradeUP initial shareholders to the extent the TradeUP initial shareholders purchase public shares; provided that the TradeUP initial shareholders are considered a “public shareholder” only with respect to any public shares held by them;

•        “public shares” means TradeUP Class A ordinary shares included in the units issued in the TradeUP IPO;

•        “record date” means            ;

•        “redemption” means the right of public shareholders to have their public shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus;

•        “Registration Rights Agreement” means the registration rights agreement, dated as of April 28, 2021, among TradeUP and TradeUP initial shareholders;

•        “SAI” means SAITECH Limited, a Cayman Islands exempted company incorporated with limited liability;

•        “SAI Affiliate Lock-Up Agreement” means the lock-up agreement to be entered into by SAI Founder, certain affiliates of SAI and SAI Founder, and the other persons party thereto at the closing (a copy of which is attached hereto as Annex H);

•        “SAI Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of SAI;

•        “SAI Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of SAI;

•        “SAI Founder” means Energy Science Artist Holding Limited, a wholly owned entity controlled by Risheng Li;

•        “SAI Lock-Up Agreements” means (1) the SAI Affiliate Lock-Up Agreement and (2) the SAI Shareholder Lock-Up Agreement;

•        “SAI ordinary shares” means the SAI Class A ordinary shares and the SAI Class B ordinary shares;

•        “SAI preferred shares” means the preferred shares, par value $0.0001 per share, of SAI;

•        “SAI Shareholder Lock-Up Agreement” means the lock-up agreement to be entered into by the shareholders of SAI at the closing other than shareholders party to the SAI Affiliate Lock-Up Agreement (a copy of which is attached hereto as Annex I);

•        “SAI Shareholder Support Agreement” means the Support Agreement, dated September 27, 2021, by and among SAI Founder, certain affiliates of SAI and SAI Founder, and the other persons party thereto (a copy of which is attached hereto as Annex E);

•        “Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;

•        “SEC” means the U.S. Securities and Exchange Commission;

•        “Securities Act” means the U.S. Securities Act of 1933, as amended;

•        “special resolution” means a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of the company that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting;

•        “Sponsor” means TradeUP Global Sponsor LLC, a Cayman Islands limited liability company;

•        “TradeUP Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of TradeUP;

•        “TradeUP Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of TradeUP, which shares will be converted automatically in connection with the merger into TradeUP Class A ordinary shares and cease to be outstanding; such shares are also referred to and defined herein as the “founder shares”;

5

Table of Contents

•        “TradeUP initial shareholders” means the Sponsor and each of TradeUP’s directors and officers that hold founder shares;

•        “TradeUP IPO” means TradeUP’s initial public offering, consummated on May 3, 2021, through the sale of 4,488,986 units (including the 488,986 units sold pursuant to the underwriters’ partial exercise of their over-allotment option at $10.00 per unit);

•        “TradeUP Lock-Up Agreement” means the lock-up agreement to be entered into by the Sponsor, certain affiliates of TradeUP and the other persons party thereto at the closing (a copy of which is attached hereto as Annex G);

•        “TradeUP ordinary shares” means the TradeUP Class A ordinary shares and the TradeUP Class B ordinary shares;

•        “TradeUP Support Agreement” means the support agreement, dated as of September 27, 2021, among the Sponsor certain affiliates of TradeUP and the Sponsor and the other persons party thereto (a copy of which is attached hereto as Annex D);

•        “trust account” means the trust account that holds a portion of the proceeds of the TradeUP IPO and the sale of the private shares;

•        “units” means one TradeUP Class A ordinary share and one-third of one warrant, whereby each warrant entitles the holder thereto to purchase one TradeUP Class A ordinary share at an exercise price of $11.50 per share, sold in the TradeUP IPO; and

•        “warrants” means the warrants included in the units issued in the TradeUP IPO, each of which is exercisable for one TradeUP Class A ordinary share, in accordance with its terms.

Unless specified otherwise, “$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar and “RMB” refers to Renminbi, the official currency of China.

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

6

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, business strategies or expectations for TradeUP’s business, and the timing and TradeUP’s ability to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

•        TradeUP’s ability to consummate the Business Combination;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        New SAI’s ability to maintain the listing of its securities on Nasdaq following the Business Combination;

•        the expected benefits of the Business Combination;

•        the future financial and operational performance of, and anticipated financial impacts on, SAI following the Business Combination;

•        changes adversely affecting the business in which SAI is engaged;

•        SAI’s business strategy and plans; and

•        general economic conditions.

Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and TradeUP and SAI managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of TradeUP, SAI and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing TradeUP’s or SAI’s views as of any subsequent date. TradeUP does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

TradeUP shareholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their shares in connection with the Business Combination. As a result of a number of known and unknown risks and uncertainties, New SAI’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. See the section entitled “Risk Factors” of this proxy statement/prospectus for additional information. Some factors that could cause actual results to differ include:

•        SAI has a limited operating history in an evolving and highly volatile industry, and is undergoing a business transition;

•        SAI’s operating results may fluctuate due to the highly volatile nature of cryptocurrencies, including bitcoin;

•        delays in the expansion of SAI’s hosting facilities or construction of new hosting facilities, or cost overruns;

•        governmental regulations, including (i) regulations relating to the environmental impacts or energy-intensive nature of bitcoin mining activities, (ii) changes in tariffs or import restrictions and (iii) regulation of cryptocurrencies as investment securities or as a money services business;

•        price fluctuations of wholesale and retail power markets;

•        dependency on digital asset equipment from a limited number of suppliers;

•        access to additional capital, including access to banking and financial institutions;

7

Table of Contents

•        access to cost-effective power sources;

•        utilization of contracted power supplies and capacity of hosting facilities;

•        accuracy of projections and assumptions used in projections; performance by counterparties, including power suppliers and hosting vendors;

•        price changes in and shortages of equipment, including ASIC chips, and supply chain disruptions of cryptocurrency hardware;

•        uninsured losses, including due to weather events;

•        losses in key personnel, including SAI existing management team members;

•        difficulties in managing growth and expansions in hosting capacity;

•        unfavorable global economic conditions, including due to COVID-19 pandemic matters;

•        competition, including from companies that have greater financial resources or that are less regulated, and from central bank digital securities;

•        inability to protect intellectual property rights or confidentiality of trade secrets, or claims by third parties of infringement;

•        the loss or destruction of private keys required to access digital wallets for digital assets;

•        cybersecurity breaches or adverse software events, hacking and fraud risks, malicious actor or botnet control of processing power active on a digital network, and internet disruptions;

•        uncertainty regarding adoption and widespread use of cryptocurrencies, including bitcoin;

•        failures to develop and maintain cryptocurrency protocol, or proposed amendments to protocols and software;

•        changes in financial accounting for bitcoin and other cryptocurrency assets;

•        the development and acceptance of competing blockchain platforms and techniques, or development of digital assets with more desirable features;

•        bitcoin-specific risks, including pricing swings, limited supply and periodic adjustments to hash rate or otherwise, and exposure to potentially lower profit margins; and

•        risks associated with the initial concentrated ownership and the dual-class structure with Risheng Li, the owner of SAI Founder and the New SAI Chief Executive Officer.

8

Table of Contents

Questions and Answers

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions, which are grouped into the following two categories: (1) Questions and Answers About the Business Combination; and (2) Questions and Answers About the Meeting and the Proposals to be Presented at the Meeting. The following questions and answers may not include all the information that is important to TradeUP’s shareholders. TradeUP shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Meeting.

Questions and Answers About the Business Combination

Q.     Why am I receiving this proxy statement/prospectus?

A.     TradeUP shareholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the merger, among other proposals. TradeUP has entered into the Business Combination Agreement providing for, among other things, the merger of Merger Sub with and into SAI, with SAI continuing as the surviving corporation and becoming a wholly owned subsidiary of TradeUP. In connection with the closing, TradeUP will change its name to “SAI.TECH Global Corporation.” You are being asked to vote on the Business Combination. This proxy statement/prospectus and its annexes contain important information about the Business Combination and the other matters to be acted upon at the Meeting.

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Q.     Why is TradeUP proposing the Business Combination?

A.     TradeUP was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

In May 2021, TradeUP consummated its initial public offering and a total of approximately $44.5 million was placed in the trust account. Since the TradeUP IPO, TradeUP’s activity has been limited to the evaluation of business combination candidates, including SAI, and negotiating and executing the Business Combination Agreement and the related agreements as described herein.

SAI is an exempted company duly incorporated under the laws of the Cayman Islands. SAI is a Eurasia-based energy savings bitcoin mining operator that engages in the hosting of bitcoin mining machines for its clients. SAI developed a proprietary liquid cooling and heat exchange technology towards mining machines that enables utilization of waste heat to provide recycled energy as heating for potential customers, while simultaneously achieving lower operating costs. SAI also plans to commence bitcoin self-mining by the end of 2021.

Based on its due diligence investigations of SAI and the industry in which it operates, including the financial and other information provided by SAI in the course of their negotiations in connection with the Business Combination Agreement, TradeUP believes that SAI is positioned to take advantage of anticipated growth in the cryptocurrency markets.

As a result, TradeUP believes that a business combination with SAI will provide TradeUP’s shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal 1 — The Business Combination Proposal — The TradeUP Board Reasons for Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Q.     Following the Business Combination, what will happen to TradeUP’s securities?

A.     TradeUP’s units, Class A ordinary shares and warrants are currently listed on Nasdaq under the symbols “TUGCU,” “TUGC” and “TUGCW,” respectively. Upon consummation of the Business Combination, TradeUP will have a dual-class share capital structure with: (1) New SAI Class A ordinary shares carrying voting rights in the form of one vote per share; and (2) New SAI Class B ordinary shares carrying voting rights in the form of ten votes per share. The New SAI Class A ordinary shares and warrants will be listed on Nasdaq under

9

Table of Contents

the symbols “SAI” and “SAITW,” respectively. TradeUP will not have units traded on Nasdaq following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. TradeUP warrant holders and those shareholders who do not elect to have their TradeUP Class A ordinary shares redeemed need not deliver their TradeUP Class A ordinary shares or warrant certificates to TradeUP or to TradeUP’s transfer agent and they will remain outstanding.

Q.     What will SAI shareholders receive in the Business Combination?

A.     On the merger effective date: (1) each SAI Class A ordinary share outstanding as of immediately prior to the merger effective date (including SAI Class A ordinary shares resulting from the conversion of SAI preferred shares in connection with the merger, but excluding any SAI Class A ordinary shares as to which dissenter’s rights have been properly exercised in accordance with Cayman Islands law and SAI Class A ordinary shares held by SAI as treasury shares) will be converted into a right to receive a number of New SAI Class A ordinary shares determined on the basis of an exchange ratio derived from an implied equity value for SAI of $228.0 million and $10.00 per share (the “exchange ratio”); and (2) each SAI Class B ordinary share outstanding as of immediately prior to the merger effective date will be converted into a right to receive a number of New SAI Class B ordinary shares determined on the basis of the exchange ratio. As of the date of this proxy statement/prospectus, the exchange ratio was approximately 0.16222. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to SAI Shareholders in the Business Combination” of this proxy statement/prospectus for additional information.

Q.     What equity stake will current shareholders of TradeUP and SAI hold in New SAI after the closing?

A.     Upon the consummation of the Business Combination the ownership of New SAI will be as follows:

 

Assuming No Redemption

 

Assuming Maximum Redemption

The SAI shareholders will own 22,800,008 New SAI ordinary shares (including 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares), representing approximately 79.6% of the total New SAI ordinary shares outstanding, which includes New SAI ordinary shares that may be issuable pursuant to the exchange ratio.

 

The SAI shareholders will own 22,800,008 New SAI ordinary shares (including 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares), representing approximately 88.0% of the New SAI ordinary shares outstanding, which includes New SAI ordinary shares that may be issuable pursuant to the exchange ratio.

TradeUP public shareholders will own 4,488,986 New SAI ordinary shares, representing approximately 15.7% of the total New SAI ordinary shares outstanding.

 

TradeUP public shareholders will own 1,750,000 New SAI ordinary shares, representing approximately 6.8% of the total New SAI ordinary shares outstanding.

The Sponsor will beneficially own 1,287,027 New SAI Class A ordinary shares, and Jianwei Li, an affiliate of the Sponsor, will beneficially own 3,907,152 New SAI Class A ordinary shares (including 2,620,125 New SAI Class A shares issuable to two existing shareholders of SAI), representing approximately 13.6% of the total New SAI ordinary shares outstanding.

 

The Sponsor will beneficially own 1,287,027 New SAI Class A ordinary shares, and Jianwei Li, an affiliate of the Sponsor, will beneficially own 3,907,152 New SAI Class A ordinary shares (including 2,620,125 New SAI Class A shares issuable to two existing shareholders of SAI), representing approximately 15.1% of the total New SAI ordinary shares outstanding.

The number of shares and percentage interests set forth above are based on a number of assumptions, including scenarios under which (1) none of TradeUP’s public shares are redeemed and (2) the maximum number of redemptions by public shareholders such that TradeUP will satisfy the Minimum Cash Condition. The foregoing shares and percentages also do not include any NEW SAI Class A shares issuable upon the exercise of existing TradeUP warrants. See the section entitled “Summary — Impact of the Business Combination on New SAI’s Public Float” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of public shares in amounts of 10% and 50%. If the actual facts differ from our assumptions, the number of shares and percentage interests set forth above will be different.

10

Table of Contents

Additionally, upon the consummation of the Business Combination it is expected that former SAI shareholders will possess (1) approximately 95.6% of the voting power of the total outstanding New SAI ordinary shares, assuming no public shares are redeemed, and (2) approximately 97.6% of the voting power of the total outstanding New SAI ordinary shares, assuming the maximum number of public shares are redeemed, with approximately 87.3% and 89.1% of the voting power being held by the holder of New SAI Class B ordinary shares, respectively.

Q.     When will the Business Combination be completed?

A.     Neither TradeUP nor SAI can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination not being completed at all. Each of TradeUP and SAI must first obtain the required approval by their respective shareholders and must also first satisfy other closing conditions. See the section entitled “Proposal 1The Business Combination ProposalThe Business Combination Agreement — Conditions to Closing of the Business Combination” of this proxy statement/prospectus for additional information.

Q.     Did the TradeUP Board or a committee thereof obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes, the audit committee of the TradeUP Board (the “Audit Committee”) received a fairness opinion from the Audit Committee’s financial advisor, Duff & Phelps, A Kroll Business operating as Kroll, LLC (“Duff & Phelps”), which the TradeUP Board was also entitled to rely upon. See “Proposal 1 — The Business Combination Proposal — Opinion of Duff & Phelps, the Financial Advisor to the Audit Committee” of this proxy statement/prospectus for additional information.

Q.     What do I need to do now?

A.     TradeUP urges you to read carefully and consider the information contained in this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of TradeUP. TradeUP shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

Questions and Answers About the Meeting and the Proposals to be Presented at the Meeting

Q.     When and where is the Meeting?

A.     The Meeting will be held on            at            a.m., New York City Time, at            , and the Meeting can be accessed by visiting https://            , where you will be able to listen to the Meeting live and vote during the Meeting.

Q.     What is being voted on at the Meeting?

A.     TradeUP shareholders are being asked to vote to approve the following proposals: (1) the Business Combination Proposal; (2) the Articles Amendment Proposal; (3) the Share Issuance Proposal; (4) the Incentive Plan Proposal; and (5), if presented, the Adjournment Proposal.

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to shareholders for a vote.

Q.     Why is TradeUP providing shareholders with the opportunity to vote on the Business Combination?

A.     Under the current memorandum and articles of association, TradeUP must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of TradeUP’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, TradeUP has elected to provide its shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, TradeUP is

11

Table of Contents

seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow public shareholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. The adoption of the Business Combination Agreement is required under Cayman Islands law and the approval of the Business Combination is required under the current memorandum and articles of association. In addition, such approval is also a condition to the closing of the Business Combination under the Business Combination Agreement.

Q.     What constitutes a quorum at the Meeting?

A.     A quorum will be present at the Meeting if a majority of the outstanding TradeUP ordinary shares entitled to vote as of the record date at the Meeting are represented in person, virtually or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The TradeUP initial shareholders, who own approximately 1,347,027 TradeUP ordinary shares (or 23.1%) of the issued and outstanding TradeUP ordinary shares as of the record date, will count towards this quorum. As of the record date, 2,918,007 TradeUP ordinary shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal presented at the Meeting?

A.     Proposal 1 — The Business Combination Proposal:    The approval of the Business Combination Proposal will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a majority of the issued and outstanding TradeUP ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting.

Proposal 2The Articles Amendment Proposal:    The approval of the Articles Amendment Proposal will require special resolutions under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding TradeUP ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Notwithstanding the approval the Articles Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Articles Amendment Proposal will not be effected.

Proposal 3The Share Issuance Proposal:    The approval of the Share Issuance Proposal will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a majority of the issued and outstanding TradeUP ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Notwithstanding the approval of the Share Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Share Issuance Proposal will not be effected.

Proposal 4The Incentive Plan Proposal:    The approval of the Incentive Plan Proposal will require an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the issued and outstanding TradeUP ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to shareholders for a vote. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

Proposal 5 —  The Adjournment Proposal:    The approved of the Adjournment Proposal, if presented, will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a majority of the issued and outstanding TradeUP ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting.

The TradeUP initial shareholders have agreed to vote their TradeUP ordinary shares in favor of the these proposals. As of the record date, the TradeUP initial shareholders beneficially owned an aggregate of 1,347,027 TradeUP ordinary shares, or 23.1% of the outstanding TradeUP ordinary shares.

12

Table of Contents

Q.     How many votes do I have at the Meeting?

A.     TradeUP shareholders are entitled to one vote on each of the proposals at the Meeting for each ordinary share held of record as of            ,            , the record date for the Meeting. As of the close of business on the record date, there were 5,836,013 TradeUP ordinary shares outstanding, of which 5,563,766 were Class A ordinary shares and 272,247 were Class B ordinary shares.

Q:     What happens if I sell my Class A ordinary shares before the Meeting?

A:     The record date for the Meeting is earlier than the date of the Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your Class A ordinary shares after the applicable record date, but before the Meeting date, unless you grant a proxy to the transferee, you shall retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Class A ordinary shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Class A ordinary shares prior to the record date, you will have no right to vote those shares at the Meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.

Q.     Does the Sponsor and/or any of the other initial shareholders have interests in the Business Combination Proposal and the other proposals that may differ from or be in addition to the interests of TradeUP’s shareholders?

A.     In considering the recommendation of the TradeUP Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and TradeUP’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of TradeUP shareholders generally. The TradeUP Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby, including the merger, be adopted and approved by TradeUP shareholders. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

•        the fact that Jianwei Li, a director and Co-CEO of TradeUP, has an indirect controlling equity interest in two existing shareholders of SAI, ZenGolden L.P. and PatternBase, Inc., which shareholders will receive an aggregate of 2,620,125 shares in connection with the Business Combination, and is a current director of SAI;

•        the fact that the Sponsor and TradeUP’s directors and officers have waived their rights to redeem any TradeUP ordinary shares in connection with a shareholder vote to approve a proposed initial business combination;

•        the fact that the Sponsor paid an aggregate of $25,000 for the founder shares (including 60,000 shares allocated to directors), which have converted or will convert into an aggregate of 1,150,000 shares of TradeUP Class A ordinary shares in accordance with the terms of the current memorandum and articles of association, and such securities will have a significantly higher value at the time of the Business Combination, estimated to be approximately $            million based on the closing price of $            per public share on Nasdaq on            , the record date;

•        the fact that the Sponsor and TradeUP directors and officers may receive a positive return on their founder shares, for which they paid an aggregate of $25,000, and on the private shares, for which they paid $2.2 million, even if public shareholders experience a negative return on their investment after consummation of the Business Combination;

•        the fact that the TradeUP initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the founder shares if TradeUP fails to complete an initial business combination by November 3, 2022;

13

Table of Contents

•        the fact that the Sponsor paid $2.2 million for 224,780 private shares; if TradeUP does not consummate an initial business combination by November 3, 2022, then the proceeds from the sale of the private shares will be part of the liquidating distribution to the public shareholders and the private shares held by the Sponsor will be worthless; the private shares by the Sponsor had an aggregate market value of approximately $            million based upon the closing price of $            per private share on Nasdaq on            , the record date; and

•        if the trust account is liquidated, including in the event TradeUP is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to TradeUP if and to the extent any claims by a third-party for services rendered or products sold to TradeUP, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: (1) $10.00 per public share; or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the trust account and except as to any claims under our indemnity of the underwriters of the TradeUP IPO against certain liabilities, including liabilities under the Securities Act.

See the section entitled “Proposal 1The Business Combination Proposal — The Business CombinationInterests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.

Q.     Do I have redemption rights?

A.     If you are a holder of public shares, you have the right to demand that TradeUP redeem such shares for a pro rata portion of the cash held in the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% of the TradeUP Class A ordinary shares held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

The TradeUP initial shareholders will not have redemption rights with respect to any TradeUP ordinary shares owned by them in connection with the Business Combination.

Under the current memorandum and articles of association, the Business Combination may be consummated only if TradeUP has at least $5,000,001 of net tangible assets after giving effect to all holders of TradeUP Class A ordinary shares that properly demand redemption of their shares for cash. In addition, under the terms of the Business Combination Agreement, SAI’s obligation to complete the Business Combination is conditioned upon, among other conditions, the satisfaction of the Minimum Cash Condition.

Q.     Will how I vote affect my ability to exercise redemption rights?

A.     No. You may exercise your redemption rights whether you vote your TradeUP Class A ordinary shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their TradeUP Class A ordinary shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. With fewer TradeUP Class A ordinary shares and public shareholders, the trading market for TradeUP Class A ordinary shares may be less liquid than the market for TradeUP Class A ordinary shares prior to the Business Combination and TradeUP may not be able to meet the listing standards of Nasdaq or another national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust

14

Table of Contents

account into SAI’s business will be reduced and the amount of working capital available to New SAI following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to TradeUP Class A ordinary shares will have no effect on warrants of TradeUP you may also hold.

Q.     How do I exercise my redemption rights?

A.     Holders of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact TradeUP’s transfer agent directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.

Any public shareholder will be entitled to demand that its public shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $            (or $            per public share) as of            , the record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account. However, under Cayman Islands law, the proceeds held in the trust account could be subject to claims which could take priority over those of public shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Public shareholders seeking to have their public shares redeemed must demand, no later than 5:00 p.m., New York City time, on            (two business days before the Meeting), that TradeUP redeem your public shares for cash by: (1)(a) checking the box on the proxy or (b) submitting your request in writing to TradeUP’s transfer agent; and (2) delivering your public shares to TradeUP’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system). If you hold the shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your public shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to TradeUP to exercise your redemption rights, you may request that TradeUP send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights.

Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a public shareholder, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a public shareholder delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the TradeUP’s transfer agent return the certificate (physically or electronically).

Any corrected or changed proxy card must be received by TradeUP’s transfer agent prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Meeting.

If a public shareholder properly makes a request for redemption and the public shares are delivered as described to TradeUP’s transfer agent, then, if the Business Combination is consummated, TradeUP will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your Class A ordinary shares for cash.

15

Table of Contents

See the section entitled “Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus for a discussion of the material U.S. federal income tax considerations for public shareholders with respect to the exercise of these redemption rights. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Q.     What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Unlike some other blank check companies which require public shareholders to vote against a Business Combination in order to exercise their redemption rights, public shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemption by public shareholders.

However, the Business Combination will not be consummated if, (i) upon the consummation of the Business Combination, TradeUP does not have at least $5,000,001 of net tangible assets after giving effect to payment of amounts that TradeUP will be required to pay to redeeming shareholders upon consummation of the Business Combination and (ii) unless such condition is waived, the Minimum Cash Condition is satisfied. As a result of the Minimum Cash Condition, holders of no more than approximately 2,738,986 public shares (or approximately 61% of the total public shares) could seek redemption of their shares without triggering SAI’s right to terminate the Business Combination Agreement. Also, with fewer public shares and public shareholders, the trading market for New SAI’s ordinary shares may be less liquid than the market for TradeUP’s ordinary shares were prior to the Business Combination and New SAI may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into SAI’s business will be reduced.

Q.     Do I have appraisal rights if I object to the proposed Business Combination?

A.     The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and TradeUP has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See the section entitled “Appraisal Rights” for additional information. Holders of warrants do not have appraisal rights in connection with the Business Combination.

Q.     What happens to the funds deposited in the trust account after consummation of the Business Combination?

A.     The net proceeds of the TradeUP IPO and the sale of the private shares, were placed in the trust account immediately following the TradeUP IPO. After consummation of the Business Combination, the funds in the trust account will be used to pay public shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of New SAI. See the section entitled “Summary — Sources and Uses of Funds for the Business Combination” of this proxy statement/prospectus for additional information.

Q.     What happens if the Business Combination is not completed?

A.     If TradeUP does not complete the Business Combination with SAI for whatever reason, TradeUP would search for another target business with which to complete a business combination. If TradeUP does not complete the Business Combination with SAI or another target business by November 3, 2022, TradeUP must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account (excluding interest earned and dissolution expenses) divided by the number of outstanding TradeUP Class A ordinary shares. The TradeUP initial shareholders have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, the founder shares and private shares

16

Table of Contents

will be worthless if no business combination is effected by TradeUP by November 3, 2022. Additionally, in the event of such liquidation, there will be no distribution with respect to TradeUP’s outstanding warrants. Accordingly, the warrants will be worthless.

Q.     How do the TradeUP initial shareholders intend to vote on the proposals?

A.     The TradeUP initial shareholders beneficially own and are entitled to vote an aggregate of 1,347,027 TradeUP ordinary shares (or 23.1% of the outstanding TradeUP ordinary shares as of the record date). The TradeUP initial shareholders have agreed to vote any TradeUP ordinary shares held by them as of the record date in favor of the proposals. The Sponsor and TradeUP’s directors and officers may have interests in the business combination that may conflict with your interests as a shareholder generally. See the sections entitled “Summary — Interests of Certain Persons in the Business Combination,” “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” and “Proposal 1 — The Business Combination Proposal — Ancillary Agreements — Letter Agreement and Letter Agreement Amendment” of this proxy statement/prospectus for additional information.

Q.     May TradeUP, the Sponsor or TradeUP’s directors and officers, or their respective affiliates, purchase shares in connection with the Business Combination?

A.     In connection with the shareholder vote to approve the Business Combination, the Sponsor or TradeUP’s directors, officers or any of their respective affiliates may purchase shares in privately negotiated transactions from shareholders who would have otherwise elected to have their shares redeemed in connection with the Business Combination. None of the Sponsor or TradeUP’s directors, officers or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or TradeUP’s directors, officers or their respective affiliates, purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The price per share paid in any such transaction may be different from the amount per share a public shareholder would receive if it elected to redeem its shares in connection with the Business Combination. The purpose of these purchases would be to increase the amount of cash available to TradeUP for use in the Business Combination.

Q.     How do I vote?

A.     If you are a holder of record of TradeUP ordinary shares as of the record date, you may submit your proxy before the Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Shareholders who choose to participate in the Meeting can vote their shares in person or electronically during the meeting via live audio webcast by visiting https://            . You will need the control number that is printed on your proxy card to enter the Meeting.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. If you are a record owner of your shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

17

Table of Contents

•        you may notify TradeUP in writing before the Meeting that you have revoked your proxy; or

•        you may attend the Meeting, in person or virtually, revoke your proxy, and vote at the Meeting or online, as indicated above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

If you are a shareholder of record and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to TradeUP Global Corporation, 437 Madison Avenue, 27th Floor, New York, New York 10022, and it must be received at any time before the vote is taken at the Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than when the polls for voting close during the Meeting on            , or by voting in person or online at the Meeting. Simply attending the Meeting will not revoke your proxy.

Q.     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.     If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to TradeUP or by voting online at the Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

Under the rules of various national securities exchanges, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Meeting are “non-routine” matters and therefore, TradeUP does not expect there to be any broker non-votes at the Meeting.

If you are a TradeUP shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal or the Adjournment Proposal. The failure of your broker to vote will not count as votes cast at the Meeting and, therefore, will not have any impact on the proposals presented at the Meeting.

Q:     What if I attend the Meeting and abstain or do not vote?

A:     For purposes of the Meeting, an abstention occurs when a shareholder attends the meeting either in person or online and does not vote or returns a proxy with an “abstain” vote.

If you are a TradeUP shareholder that attends the Meeting in person or virtually and fails to vote on the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposals, the Incentive Plan Proposal or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote will have no effect on the vote count for such proposals.

Q.     What happens if I fail to take any action with respect to the Meeting?

A.     If you fail to take any action with respect to the Meeting and the Business Combination is approved by TradeUP shareholders, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, TradeUP will not consummate the Business Combination.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     If you sign and return your proxy card without indicating how to vote on any particular proposal, the TradeUP ordinary shares represented by your proxy will be voted as recommended by the TradeUP Board with respect to that proposal.

18

Table of Contents

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

Q:     Who will solicit and pay the cost of soliciting proxies for the Meeting?

A:     TradeUP is soliciting proxies on behalf of the TradeUP Board. TradeUP will pay the cost of soliciting proxies for the Meeting. TradeUP has engaged            to assist in the solicitation of proxies for the Meeting. TradeUP has agreed to pay            a fee of $            , plus disbursements, and will reimburse            for its reasonable out-of-pocket expenses and indemnify            and its affiliates against certain claims, liabilities, losses, damages and expenses. TradeUP will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of the ordinary shares and in obtaining voting instructions from those owners. TradeUP’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact TradeUP’s proxy solicitor:

Individuals, please call toll-free:

Banks and brokerage, please call:

Email:

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Meeting. You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” of this proxy statement/prospectus.

If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your shares (either physically or electronically) to TradeUP’s transfer agent at the address below prior to 5:00 p.m., New York City time, at least two business days prior to the Meeting. See the section entitled “Extraordinary General Meeting of TradeUP Shareholders — Redemption Rights” of this proxy statement/prospectus for additional information.

If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact TradeUP’s transfer agent as follows:

VStock Transfer, LLC

18 Lafayette Place

Woodmere, New York 11598

Phone: (212) 828-8436

Toll-Free: 855-9VSTOCK

Email: info@vstocktransfer.com

19

Table of Contents

Summary

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, whether or not you plan to attend the Meeting, you should read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and the section entitled “Risk Factors.” The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

Parties to the Business Combination

TradeUP Global Corporation

TradeUP Global Corporation is a blank check company formed as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

On May 3, 2021, TradeUP consummated its initial public offering of 4,000,000 units, with each unit consisting of one Class A ordinary share and one-half of one warrant, each whole warrant exercisable for one Class A ordinary share at a price of $11.50 per share. On May 12, 2021, TradeUP consummated the sale of an additional 488,986 units that were subject to the over-allotment option granted to the underwriters of the TradeUP IPO. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $44.9 million.

Simultaneously with the consummation of the TradeUP IPO and the closing of the sale of the units pursuant to the TradeUP IPO underwriters’ over-allotment option, TradeUP consummated the private placement of 215,000 and 9,780 private shares, respectively, to the Sponsor, at a price of $10.00 per share, generating total proceeds of $2.2 million. The net proceeds from the TradeUP IPO and the private placement with the Sponsor (other than limited funds held outside the trust for the purposes detailed in TradeUP’s filings with the SEC) were deposited in the trust account established for the benefit of TradeUP’s public shareholders.

TradeUP’s units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “TUGCU,” “TUGC” and “TUGCW,” respectively. The mailing address of TradeUP’s principal executive office is 437 Madison Avenue, 27th Floor, New York, New York 10022. The telephone number of TradeUP’s principal executive office is (732) 910-9692.

TGC Merger Sub

TGC Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of TradeUP, was formed solely for the purpose of effecting the merger with SAI described herein. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub’s principal executive office is 437 Madison Avenue, 27th Floor, New York, New York 10022. The telephone number of Merger Sub’s principal executive office is (732) 910-9692.

SAITECH Limited

SAITECH Limited is a Eurasia-based energy saving digital asset mining operation company that provides integrated technology and operation solutions to optimize the mining total cost of operation (“TCO”) and committed to carbon neutrality. We have proprietary liquid cooling and waste heat recovery technology for digital asset mining machines that can effectively save operating costs along with reducing environment impacts by lowering carbon emissions. SAI’s target customers include both large-scale miners and institutional investors who are adopting digital asset-mining equipment, which is a more economic approach to acquire digital assets compared to buying from secondary markets, to diversify their portfolio. SAI’s mission is to become the most cost-efficient digital asset mining operation solution company globally and to promote the clean transition of the bitcoin mining industry.

20

Table of Contents

The mailing address of SAI’s principal executive office is #01-05 Pearl’s Hill Terrace, Singapore, 168976. The telephone number of SAI’s principal executive office is +65 9656 5641.

The Business Combination

The Business Combination Agreement

On September 27, 2021, TradeUP, Merger Sub and SAI entered into the Business Combination Agreement. The Business Combination Agreement provides for, among other things, the following transactions on the date of closing of the Business Combination: (1) the merger of Merger Sub with and into SAI, with SAI surviving the merger as a wholly owned subsidiary of TradeUP; (2) TradeUP will change its corporate name to SAI.TECH Global Corporation; and (3) TradeUP will amend and restated the current memorandum and articles of association, pursuant to which, among other things, New SAI will have a dual-class share structure with (a) New SAI Class A ordinary shares carrying voting rights in the form of one vote per share and (b) New SAI Class B ordinary shares carrying voting rights in the form of ten votes per share.

The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A-1 and Annex A-2 to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination.

Business Combination Consideration

On the merger effective date: (1) each SAI Class A ordinary share outstanding as of immediately prior to the merger effective date (including SAI Class A ordinary shares resulting from the conversion of SAI preferred shares in connection with the merger, but excluding any SAI Class A ordinary shares as to which dissenter’s rights have been properly exercised in accordance with Cayman Islands law and SAI Class A ordinary shares held by SAI as treasury shares) will be converted into a right to receive a number of New SAI Class A ordinary shares determined on the basis of an exchange ratio derived from an implied equity value for SAI of $228.0 million and $10.00 per share (the “exchange ratio”); and (2) each SAI Class B ordinary share outstanding as of immediately prior to the merger effective date will be converted into a right to receive a number of New SAI Class B ordinary shares determined on the basis of the exchange ratio. As of the date of this proxy statement/prospectus, the exchange ratio was approximately 0.16222. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Consideration to SAI Shareholders in the Business Combination” of this proxy statement/prospectus for additional information.

Upon the consummation of the Business Combination the ownership of New SAI will be as follows:

Assuming No Redemption

 

Assuming Maximum Redemption

The SAI shareholders will own 22,800,008 New SAI ordinary shares (including 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares), representing approximately 79.6% of the total New SAI ordinary shares outstanding, which includes New SAI ordinary shares that may be issuable pursuant to the exchange ratio.

 

The SAI shareholders will own 22,800,008 New SAI ordinary shares (including 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares), representing approximately 88.0% of the New SAI ordinary shares outstanding, which includes New SAI ordinary shares that may be issuable pursuant to the exchange ratio.

TradeUP public shareholders will own 4,488,986 New SAI ordinary shares, representing approximately 15.7% of the total New SAI ordinary shares outstanding.

 

TradeUP public shareholders will own 1,750,000 New SAI ordinary shares, representing approximately 6.8% of the total New SAI ordinary shares outstanding.

The Sponsor will beneficially own 1,287,027 New SAI Class A ordinary shares, and Jianwei Li, an affiliate of the Sponsor, will beneficially own 3,907,152 New SAI Class A ordinary shares (including 2,620,125 New SAI Class A shares issuable to two existing shareholders of SAI), representing approximately 13.6% of the total New SAI ordinary shares outstanding.

 

The Sponsor will beneficially own 1,287,027 New SAI Class A ordinary shares, and Jianwei Li, an affiliate of the Sponsor, will beneficially own 3,907,152 New SAI Class A ordinary shares (including 2,620,125 New SAI Class A shares issuable to two existing shareholders of SAI), representing approximately 15.1% of the total New SAI ordinary shares outstanding.

21

Table of Contents

The number of shares and percentage interests set forth above are based on a number of assumptions, including scenarios under which (1) none of TradeUP’s public shares are redeemed and (2) the maximum number of redemptions by public shareholders such that TradeUP will satisfy the Minimum Cash Condition. See the section entitled “— Impact of the Business Combination on New SAI’s Public Float” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of public shares in amounts of 10% and 50%. If the actual facts differ from our assumptions, the number of shares and percentage interests set forth above will be different.

Additionally, upon the consummation of the Business Combination it is expected that former SAI shareholders will possess (1) 95.6% of the voting power of the total outstanding New SAI ordinary shares, assuming no public shares are redeemed, and (2) 97.6% of the voting power of the total outstanding New SAI ordinary shares, assuming the maximum number of public shares are redeemed, with 87.3% and 89.1% of the voting power being held by the holder of New SAI Class B ordinary shares, respectively.

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for additional information.

Conditions to Closing of the Business Combination

Conditions to Each Party’s Obligation.    The respective obligations of each party to the Business Combination Agreement to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or waiver (where permissible) by the TradeUP and SAI of the following conditions:

•        the approval of the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal by the requisite vote of TradeUP shareholders at the Meeting in accordance with TradeUP’s governing documents and applicable law;

•        the approval of the Business Combination Agreement and the transactions contemplated thereby, including the merger, by the requisite vote of SAI shareholders in accordance with SAI’s governing documents and applicable law;

•        the approval of the merger and the adoption of the amended and restated memorandum and articles of association of SAI, as the surviving company, by TradeUP, as sole shareholder of Merger Sub;

•        the receipt of all consents required to obtain from or made with any governmental authority in order to consummate the Business Combination;

•        the absence of any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the closing illegal or otherwise prevents or prohibits the consummation of the transactions contemplated by the Business Combination Agreement;

•        immediately prior to the closing, after giving effect any redemptions, TradeUP having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act);

•        the effectiveness of the registration statement on Form F-4 and remaining in effect as of the closing;

•        the approval of the listing of the New SAI Class A ordinary shares to be issued to SAI shareholders in connection with the transactions contemplated by the Business Combination Agreement; and

•        the absence of evidence by SAI that New SAI will not qualify as a foreign private issuer pursuant to Rule 3b-4 of the Exchange Act.

Other Conditions to the Obligations of TradeUP.    The obligations of TradeUP to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or written waiver (by TradeUP) of the following conditions:

•        the representations and warranties of TradeUP, Merger Sub and SAI being true and correct on and as of the date of the Business Combination Agreement and on and as of the closing date as if made on the closing date, except for (1) those representations and warranties that address matters only as of a particular date (which warranties shall have been true correct as of such date), (2) with respect to certain fundamental

22

Table of Contents

representations of TradeUP and SAI, any failures to be true and correct that in all material respects and (3) for all other representations and warranties of TradeUP, Merger Sub and SAI, any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, TradeUP or Merger Sub;

•        the performance and compliance, in all material respects, by TradeUP, Merger Sub and SAI with their respective obligations, agreements and covenants required to be performed or complied with by them prior to the closing;

•        the receipt of waivers and releases from the holders of SAI shareholders with respect to the SAI Shareholders Agreement and a previously entered into series A preferred share and warrant purchase agreement;

•        the satisfaction by SAI of having a minimum cash amount equal to $1,000,000;

•        the SAI Lock-Up Agreements being in full force and effect as of the closing date;

•        the receipt of a certificate executed by an executive officer of SAI certifying that the conditions set forth in the first three bullet points in this section have been satisfied;

•        the receipt of a certificate executed by the secretary or other executive officer of SAI certifying, among other things, as to the validity and effectiveness of its organizational documents and resolutions related to the approval of the Business Combination Agreement;

•        the receipt of a good standing certificate from the jurisdiction of organization for each of SAI and its subsidiaries;

•        the receipt of the New Registration Rights Agreement duly executed by the shareholders of SAI party thereto; and

•        the adoption and approval of the amended memorandum and articles of association by the TradeUP Board and TradeUP shareholders, and the filing and effectiveness of the amended memorandum and articles of association.

Other Conditions to the Obligations of SAI.    The obligations of SAI to consummate the transactions contemplated by the Business Combination Agreement are subject to the satisfaction or written waiver (by SAI) of the following conditions:

•        the representations and warranties of TradeUP and Merger Sub being true and correct on and as of the date of the Business Combination Agreement and on and as of the closing date as if made on the closing date, except for (1) those representations and warranties that address matters only as of a particular date (which warranties shall have been true correct as of such date), (2) with respect to certain fundamental representations of TradeUP and SAI, any failures to be true and correct that in all material respects and (3) for all other representations and warranties of TradeUP, Merger Sub and SAI, any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on, or with respect to, TradeUP or Merger Sub;

•        the performance and compliance by TradeUP and Merger Sub in all material respects with the agreements and covenants required to be performed or complied with by it under the Business Combination Agreement prior to the closing;

•        the satisfaction by TradeUP of the Minimum Cash Condition at the closing;

•        the TradeUP Lock-Up Agreements being in full force and effect as of the closing date;

•        the delivery of a certificate executed by an executive officer of TradeUP certifying that the conditions set forth in the first three bullet points in this section have been satisfied;

23

Table of Contents

•        the receipt of a certificate executed by the sectary or other executive officer of TradeUP certifying, among other things, as to the validity and effectiveness of its organizational documents and resolutions related to the approval of the Business Combination Agreement;

•        the receipt of a good standing certificate from the jurisdiction of organization of TradeUP;

•        the receipt of the New Registration Rights Agreement duly executed by TradeUP; and

•        the effectiveness of the amended memorandum and articles of association.

Exclusive Dealing

Subject to certain exceptions, prior to the closing or termination of the Business Combination Agreement, each of TradeUP and SAI agreed to be subject to certain exclusivity obligations. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Covenants of the Parties” of this proxy statement/prospectus for additional information.

Recommendation of the TradeUP Board

Pursuant to the Business Combination Agreement, at any time prior to obtaining the approval of the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal, the TradeUP Board may change, withdraw, withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation to TradeUP shareholders to approve the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal (any such action a “TradeUP Change in Recommendation”) if the TradeUP Board determines in good faith, after consultation with its outside legal advisors and financial advisors, that the failure to make a TradeUP Change in Recommendation would reasonably be expected to constitute a breach of its fiduciary obligations to TradeUP shareholders under applicable law, subject to additional terms and conditions set forth in the Business Combination Agreement. A TradeUP Change in Recommendation will not limit or otherwise affect the agreements and covenants set forth in the Letter Agreement. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Recommendation of the TradeUP Board” of this proxy statement/prospectus for additional information.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior to the closing, including, among others, the following:

•        by the mutual written consent of TradeUP and SAI;

•        by either TradeUP or SAI, if any of the closing conditions set forth in the Business Combination Agreement have not been satisfied or waived by March 31, 2022 (the “Outside Date”), unless the breach or violation of any representation, warranty, covenant or obligation under the Business Combination Agreement by the party seeking to terminate proximately caused the failure of the closing on or before the Outside Date;

•        by either TradeUP or SAI, if any governmental authority issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement and such order or other action shall have become final and nonappealable, unless the failure to comply with any provision of the Business Combination Agreement by the party seeking to terminate substantially caused or resulted in such action by such governmental authority;

•        by SAI, subject to certain exceptions, if any of the representations or warranties any of the representations or warranties made by TradeUP are not true and correct or if TradeUP fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the closing) such that certain conditions to the obligations of TradeUP, as described in the section entitled “Proposal 1 — The Busines Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination” of this proxy statement/prospectus, could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (1) 20 days after written notice thereof and (2) the Outside Date;

24

Table of Contents

•        by TradeUP, subject to certain exceptions, if any of the representations or warranties made by SAI are not true and correct or if SAI fails to perform any of its covenants or agreements under the Business Combination Agreement (including an obligation to consummate the closing) such that the condition to the obligations of TradeUP, as described in the section entitled “Proposal 1 — The Busines Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination” of this proxy statement/prospectus, could not be satisfied and the breach (or breaches) of such representations or warranties or failure (or failures) to perform such covenants or agreements is (or are) not cured or cannot be cured within the earlier of (1) 20 days after written notice thereof and (2) the Outside Date;

•        by either TradeUP or SAI, if the approval of the Business Combination Proposal, the Articles Amendment Proposal or the Share Issuance Proposal is not obtained at the Meeting (including any adjournment or postponement thereof);

•        by TradeUP if SAI has not delivered audited financial statements on or prior to October 15, 2021; and

•        by SAI, if the TradeUP Board makes a TradeUP Change in Recommendation.

Ancillary Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the ancillary documents, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to this proxy statement/prospectus of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. TradeUP shareholders and other interested parties are urged to read such ancillary documents in their entirety prior to voting on the proposals presented at the general meeting.

Support Agreements

In connection with the execution of the Business Combination Agreement, TradeUP, the TradeUP initial shareholders, SAI, the SAI Founder and certain shareholders of SAI entered into transaction support agreements, pursuant to which, among other things, each have agreed to vote at any meeting of TradeUP (in the case of the TradeUP initial shareholders) or SAI (in the case of SAI shareholders) in favor of the Business Combination Agreement and the consummation of the transactions contemplated thereby. Copies of the TradeUP Support Agreement and the SAI Support Agreement are attached hereto as Annex D and Annex E, respectively, and are incorporated by reference into this proxy statement/prospectus.

TradeUP Support Agreement

In connection with the execution of the Business Combination Agreement, TradeUP, the TradeUP initial shareholders and SAI entered into the TradeUP Support Agreement. Under the TradeUP Support Agreement, the TradeUP initial shareholders, among other things, agreed to: (1) appear at any meeting of TradeUP shareholders (including the Meeting) for purposes of determining a quorum; (2) vote their respective TradeUP ordinary shares in favor of the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal; (3) not to transfer their respective TradeUP ordinary shares prior to the termination of the TradeUP Support Agreement; (4) waive anti-dilution rights under the current memorandum and articles of association (as holders of TradeUP Class B ordinary shares); (5) waive dissenter’s rights under Section 238 of the Companies Act; and (6) not to redeem any of their respective TradeUP ordinary shares.

SAI Support Agreement

In connection with the execution of the Business Combination Agreement, TradeUP, the Sponsor, SAI and certain SAI shareholders entered into the SAI Support Agreement. Under the SAI Support Agreement, the SAI shareholders, among other things, agreed to: (1) appear at any meeting of SAI shareholders for purposes of determining a quorum; (2) vote their respective SAI ordinary shares in favor of the Business Combination Agreement and the transactions contemplated thereby, including the merger; (3) not to transfer their respective TradeUP ordinary shares prior to the termination of the SAI Support Agreement; and (4) waive dissenter’s rights under Section 238 of the Companies Act

25

Table of Contents

New Registration Rights Agreement

In connection with the Business Combination, concurrently with the closing, New SAI, the Sponsor and certain New SAI shareholders will enter into the New Registration Rights Agreement. Pursuant to the New Registration Rights Agreement, among other things, subject to certain requirements and customary conditions, including with regard to the number of demand rights that may be exercised, New SAI will be required, as soon as practicable, but in any event within 30 days after the closing, to file a registration statement to permit the public resale of all the registrable securities held by any party to the New Registration Rights Agreement from time to time and holders of registrable securities under the New Registration Rights Agreement may demand New SAI facilitate a registered offering of such securities. The New Registration Rights Agreement will also (1) provide the holders of registrable securities with “piggy-back” registration rights, subject to certain requirements and customary conditions and (2) terminate the Registration Rights Agreement. A copy of the New Registration Rights Agreement is attached hereto as Annex F and is incorporated by reference into this proxy statement/prospectus.

Lock-Up Agreements

At the closing, (1) the TradeUP initial shareholders will enter into the TradeUP Lock-Up Agreement, (2) the SAI Founder and management of SAI, and certain other SAI shareholders, will enter into the SAI Affiliate Lock-Up Agreement and (3) the other SAI shareholders will enter into the SAI Shareholder Lock-Up Agreement. Immediately following the consummation of the Business Combination, approximately 24,147,035 New SAI ordinary shares, or approximately 84.3% of the outstanding New SAI ordinary shares (assuming no redemptions), will be subject to the lock-up arrangements described below. Copies of the TradeUP Lock-Up Agreement, the SAI Affiliate Lock-Up Agreement and the SAI Shareholder Lock-Up Agreement are attached hereto as Annex G, Annex H and Annex I, respectively, and are incorporated by reference into this proxy statement/prospectus.

TradeUP Lock-Up Agreement

The TradeUP Lock-Up Agreement contains certain restrictions on transfer with respect any New SAI ordinary shares held by the TradeUP initial shareholders immediately after the closing. Such restrictions begin at the closing and end on the first anniversary of the closing, with such New SAI ordinary shares being subject to earlier release on the date on which the volume weighted average trading price of New SAI Class A ordinary shares exceeds $14.00 per share (with respect to 50% of such New SAI ordinary shares) and $17.50 per share (with respect to the remaining 50% of such new SAI ordinary shares) for any 20 trading days within any 30-trading day period commencing on the date that is 180 days after the closing.

SAI Affiliate Lock-Up Agreement

The SAI Affiliate Lock-Up Agreement contains certain restrictions on transfer with respect any New SAI ordinary shares received pursuant to the Business Combination Agreement. Such restrictions begin at the closing and end on the first anniversary of the closing, with such New SAI ordinary shares being subject to earlier release on the date on which the volume weighted average trading price of New SAI Class A ordinary shares exceeds $14.00 per share (with respect to 50% of such New SAI ordinary shares) and $17.50 per share (with respect to the remaining 50% of such new SAI ordinary shares) for any 20 trading days within any 30-trading day period commencing on the date that is 180 days after the closing.

SAI Shareholder Lock-Up Agreement

The SAI Shareholder Lock-Up Agreement contains certain restrictions on transfer with respect to the New SAI ordinary shares received by SAI shareholders pursuant to the Business Combination Agreement other than SAI shareholders subject to the SAI Affiliate Lock-Up Agreement. Such restrictions begin at the closing and end on the six-month anniversary of the closing.

26

Table of Contents

Letter Agreement and Letter Agreement Amendment

In connection with the TradeUP IPO, the TradeUP initial shareholders entered into the Letter Agreement with TradeUP, pursuant to which the TradeUP initial shareholders have agreed (and their permitted transferees will agree) to vote any TradeUP ordinary shares held by them in favor of a proposed initial business combination. In addition, the TradeUP initial shareholders agreed to waive: (1) their redemption rights with respect to any TradeUP ordinary shares held by them in connection with the completion of an initial business combination or any other tender offer made by TradeUP to purchase public shares; and (2) their rights to liquidating distributions from the trust account with respect to any TradeUP ordinary shares held by them if TradeUP fails to complete an initial business combination within the time period prescribed by the current memorandum and articles of association.

Furthermore, the Letter Agreement provides that the TradeUP initial shareholders will not propose any amendment to the current memorandum and articles of association that would modify the substance or timing of TradeUP’s obligation to provide for the redemption of the public shares in connection with an initial business combination or to redeem 100% of the public shares if TradeUP does not complete an initial business combination by November 3, 2022, unless TradeUP provides public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to TradeUP to pay taxes, divided by the number of then outstanding public shares.

The Letter Agreement also provides that: (1) 50% of the TradeUP Class B ordinary shares held by the TradeUP initial shareholders are subject to lock-up restrictions until the earliest to occur of (a) the six-month anniversary date of the consummation of TradeUP’s initial business combination and (b) the date on which the closing price of TradeUP Class A ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period following the consummation of TradeUP’s initial business combination; and (2) with respect to the remaining 50% of the TradeUP Class B ordinary shares held by the TradeUP initial shareholders, until the six-month anniversary of the date of the consummation of TradeUP’s initial business combination (subject to certain exceptions). In addition, the private shares are subject to a 30-day lockup restriction following the consummation of TradeUP’s initial business combination. However, as described in the paragraph below, the lockup provisions with respect to the TradeUP ordinary shares (other than the private shares) will terminate on merger effective date and such TradeUP ordinary shares will only be subject to the lockup provisions described under “— Lock-Up Agreements.”

Concurrent with the execution of the Business Combination Agreement, the TradeUP initial shareholders entered into the Letter Agreement Amendment, pursuant to which, among other things: (1) the Sponsor consented to the entry into the Business Combination Agreement; (2) if the Business Combination is completed, the lock-up restrictions related to the TradeUP ordinary shares (other than the private shares) contained in the Letter Agreement are terminated (on the merger effective date such TradeUP ordinary shares will be subject to the lock-up provisions described in the section entitled “— Lock-Up Agreements” in this proxy statement/prospectus; (3) if the cash on hand of TradeUP as of the date of the Business Combination Agreement is insufficient to fund TradeUP’s ordinary working capital expenses through the earlier of the closing or the termination of the Business Combination Agreement in accordance with its terms, the Sponsor agreed to fund any short-fall in working capital, at its election, in equity, debt or convertible debt (if funded in equity or convertible debt, in an amount not to exceed $1.2 million and at a price or conversion price, as applicable, of $10.00 per TradeUP Class A ordinary share and if funded in debt, such indebtedness will bear simple interest at a rate not to exceed 2% per year); and (4) if TradeUP and Merger Sub incur indebtedness, expenses in connection with the consummation of the transactions contemplated by the Business Combination Agreement or other liabilities from the date of the Business Combination Agreement through the earlier of the closing or the termination of the Business Combination Agreement for purposes of funding working capital that in the aggregate exceeds $4.5 million, without the prior written consent of SAI, the Sponsor will fund such excess amount, at its election, either by (a) a cash contribution (for no additional equity interests) or (b) advancing funds in the form of debt obligations that will bear simple interest at a rate not to exceed 2% and, if the closing occurs, such debt will remain an obligation of TradeUP, but the Sponsor will forfeit an a certain amount of TradeUP ordinary shares.

27

Table of Contents

A copy of the Letter Agreement Amendment is attached hereto as Annex J and is incorporated by reference into this proxy statement/prospectus. A copy of the Letter Agreement is filed as Exhibit 10.5 to the registration statement of which this proxy statement/prospectus forms a part and is incorporated by reference into this proxy statement/prospectus. You are encouraged to read the Letter Agreement and the Letter Agreement Amendment in their entirety.

New CEO and CFO Employment Agreements

Concurrent with the signing of the Business Combination Agreement, TradeUP entered into employment agreements with SAITECH’s current Chief Executive Officer (Risheng Li) and Chief Financial Officer (Jian Zou), to become the respective Chief Executive Officer and Chief Financial Officer of TradeUP following the closing, which agreements will become effective at the closing of the merger. The employment agreements provide for base salaries of $200,000 per year, and eligibility to earn an annual bonus in a target amount of 50% of the base salary for the Chief Executive Officer and 25% of the base salary for the Chief Financial Officer. Each of the agreements provide for severance payments for a termination by the TradeUP without cause and termination by the employee for good reason, as defined, of (1) other than in connection with a change of control, (a) 12-months base salary, plus the target amount of the annual bonus (payable in the form of salary continuation for 12 months) (b) any earned but unpaid annual bonus for the fiscal year (payable when other bonuses are paid to other active employees), (c) continuation of premiums for health care benefits for 12 months (or shorter if employee become eligible for health insurance benefits with another employer) or (2) in connection with a change of control (3 months before or 12 months after such termination of employment), 15 months of such amounts (rather than 12 months). The employment agreements contain other customary terms regarding employee benefits, vacation time, and reimbursement of business expenses, and confidentiality and assignment of intellectual property rights. The employment agreements contain a 24-month restricted period following termination for non-competition, non-solicitation of business partners (including customers, vendors and suppliers) and non-solicitation of employees.

Organizational Structure

Prior to the Business Combination

The following diagram depicts the organizational structure of TradeUP and SAI before the Business Combination.

TradeUP

28

Table of Contents

SAI

Following the Business Combination

The following diagram depicts the organizational structure of TradeUP and SAI after the Business Combination.

Impact of the Business Combination on New SAI’s Public Float

It is anticipated that, upon completion of the Business Combination (assuming no redemptions): (1) the Sponsor and its affiliates will have a beneficial ownership interest of approximately 13.6% of the outstanding ordinary shares of New SAI (including New SAI Class A ordinary shares acquired by two existing shareholders of SAI who are also affiliates of the Sponsor); (2) public shareholders will retain an ownership interest of approximately 15.7% of the outstanding ordinary shares of New SAI; (3) the former SAI shareholders (other than SAI Founder and affiliates of the

29

Table of Contents

Sponsor) will own approximately 29.7% of the outstanding ordinary shares of New SAI; and (4) SAI Founder will own approximately 40.8% of the outstanding ordinary shares of New SAI. These levels of ownership interest: (a) exclude the impact of the TradeUP Class A ordinary shares underlying warrants; (b) assume that no public shareholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in the trust account; and (c) assume that no shares are issued pursuant to the New SAI Incentive Plan. See the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 4 — The Incentive Plan Proposal” of this proxy statement/prospectus for additional information.

The following table illustrates varying ownership levels in New SAI, assuming no redemptions by public shareholders, 10% redemption by public shareholders, 50% redemption by public shareholders and the maximum redemptions by public shareholders, with the percentage of outstanding shares based on New SAI Class A ordinary shares and New SAI Class B ordinary shares together:

 

No Redemption(1)

Pro Forma Ownership

 

New SAI
Class A
ordinary shares

 

New SAI
Class B
ordinary shares

 

% of O/S

Public shareholders

 

4,488,986

 

 

15.7

%

Sponsor and affiliates(5)

 

3,907,152

 

 

13.7

%

Former SAI shareholders(6)

 

8,500,177

 

 

29.7

%

SAI Founder

 

 

11,679,705

 

40.9

%

 

10% Redemption(2)

Pro Forma Ownership

 

New SAI
Class A
ordinary shares

 

New SAI
Class B
ordinary shares

 

% of O/S

Public shareholders

 

4,040,087

 

 

14.4

%

Sponsor and affiliates(5)

 

3,907,152

 

 

13.9

%

Former SAI shareholders(6)

 

8,500,177

 

 

30.2

%

SAI Founder

 

 

11,679,705

 

41.5

%

 

50% Redemption(3)

Pro Forma Ownership

 

New SAI
Class A
ordinary shares

 

New SAI
Class B
ordinary shares

 

% of O/S

Public shareholders

 

2,244,493

 

 

8.5

%

Sponsor and affiliates(5)

 

3,907,152

 

 

14.8

%

Former SAI shareholders(6)

 

8,500,177

 

 

32.3

%

SAI Founder

 

 

11,679,705

 

44.4

%

 

Maximum Redemption(4)

Pro Forma Ownership

 

New SAI
Class A
ordinary shares

 

New SAI
Class B
ordinary shares

 

% of O/S

Public shareholders

 

1,750,000

 

 

6.8

%

Sponsor and affiliates(5)

 

3,907,152

 

 

15.1

%

Former SAI shareholders(6)

 

8,500,177

 

 

32.9

%

SAI Founder

 

 

11,679,705

 

45.2

%

____________

(1)      Assumes that no public shares are redeemed and excludes potential dilution from the exercise of warrants.

(2)      Assumes redemption of 10% of public shares (448,899) using a per-share redemption price of $10.00. The closing of the Business Combination is conditioned on, among other things, the aggregate cash proceeds from the trust account equaling no less than $40.4 million (after deducting any amounts paid to public shareholders that exercise their redemption rights in connection with the Business Combination).

(3)      Assumes redemption of 50% of public shares (2,244,493 public shares) using a per-share redemption price of $10.00. The closing of the Business Combination is conditioned on, among other things, the aggregate cash proceeds from the trust account equaling no less than $22.4 million (after deducting any amounts paid to public shareholders that exercise their redemption rights in connection with the Business Combination).

30

Table of Contents

(4)      Assumes maximum redemption of public shares (2,738,986 public shares) using a per-share redemption price of $10.00. The closing of the Business Combination is conditioned on, among other things, the aggregate cash proceeds from the trust account equaling no less than $17.5 million (after deducting any amounts paid to public shareholders that exercise their redemption rights in connection with the Business Combination.

(5)      Includes 2,620,125 New SAI Class A ordinary shares issuable in the Business Combination to affiliates of the Sponsor who are existing shareholders of SAI.

(6)      Excludes (i) 2,620,125 New SAI Class A ordinary shares issuable in the Business Combination to affiliates of the Sponsor who are existing shareholders of SAI, and 11,679,705 New SAI Class B ordinary shares issuable to the SAI Founder.

New SAI’s Board of Directors

Following the closing, the current chief executive officer of SAI, Risheng Li, will become the chief executive officer of New SAI and the New SAI board of directors will consist of five directors, which will be divided into three classes (Class I, II and III) with Class I consisting of two directors, Class II consisting of two directors and Class III consisting of one director. Pursuant to the Business Combination Agreement, the New SAI board of directors will consist of: (1) Risheng Li (Class            director); (2) Jianwei Li (Class            director); (3) two individuals designated by SAI (Yao Shi  Class            director and             — Class            director), each of whom is expected to be deemed an independent director under the applicable rules Nasdaq and the SEC; and (4) one individual designated by TradeUP (              Class            director), who is expected to be deemed an independent director under the applicable rules Nasdaq and the SEC.

The Extraordinary General Meeting

Date, Time and Place of the Meeting

The Meeting will be held at            a.m., New York City time, on            at            , and via live webcast at https://            , to consider and vote upon the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal.

Voting Power; Record Date

TradeUP has fixed the close of business on            ,            , as the record date for determining TradeUP shareholders entitled to notice of and to attend and vote at the Meeting. As of the close of business on the record date, there were 5,836,013 TradeUP ordinary shares outstanding and entitled to vote, of which 5,563,766 are TradeUP Class A ordinary shares and 272,247 are TradeUP Class B ordinary shares. As of the close of business on the record date, 1,347,027 TradeUP ordinary shares were held by the TradeUP initial shareholders. Each TradeUP ordinary share is entitled to one vote per share at the Meeting. The TradeUP initial shareholders have agreed to vote their TradeUP ordinary shares in favor of each of the proposals being presented at the Meeting.

Quorum and Vote of TradeUP Shareholders

A quorum will be present at the Meeting if a majority of the outstanding TradeUP ordinary shares entitled to vote as of the record date at the Meeting are represented in person, virtually or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The TradeUP initial shareholders, who own approximately 1,347,027 TradeUP ordinary shares (or 23.1%) of the issued and outstanding TradeUP ordinary shares as of the record date, will count towards this quorum. As of the record date, 2,918,007 TradeUP ordinary shares would be required to achieve a quorum.

Approval of each of the Business Combination Proposal, the Share Issuance Proposal and the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the issued ordinary shares of TradeUP that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Approval of the Articles Amendment Proposal requires two special resolutions, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of TradeUP that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. If presented, approval of the Adjournment Proposal requires an ordinary resolution.

31

Table of Contents

Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Articles Amendment Proposal and the Share Issuance Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to the shareholders for a vote.

Proposals to be Submitted at the Meeting

Proposal 1 — The Business Combination Proposal

A proposal to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby, including the merger. See the section entitled “Proposal 1 — The Business Combination Proposal” and the Business Combination Agreement, which is attached as Annex A-1 and Annex A-2, of this proxy statement/prospectus for additional information.

Proposal 2 — The Articles Amendment Proposal

Proposals to approve and adopt (1) the name change from TradeUP Global Corporation to SAI.TECH Global Corporation and (2) the proposed memorandum and articles of association to replace the current memorandum and articles of association and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the proposed memorandum and articles of association and the current memorandum and articles of association. See the section entitled “Proposal 2 — The Articles Amendment Proposal” and the proposed memorandum and articles of association, which is attached as Annex B, of this proxy statement/prospectus for additional information.

Proposal 3 — The Share Issuance Proposal

A proposal to approve, for the purposes of complying with the applicable listing rules of Nasdaq, (1) the issuance of 11,120,303 New SAI Class A ordinary shares to the shareholders of SAI pursuant to the terms of the Business Combination Agreement and (2) the issuance of up to 11,679,705 New SAI Class B ordinary shares (and up to 11,679,705 New SAI Class A ordinary shares issuable upon conversion of the New SAI Class B ordinary shares). See the section entitled “Proposal 3 — The Share Issuance Proposal” of this proxy statement/prospectus for additional information.

Proposal 4 — The Incentive Plan Proposal

A proposal to approve and adopt the New SAI Incentive Plan, established to be effective after the closing to assist New SAI in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for New SAI’s success. See the section entitled “Proposal 4 — The Incentive Plan Proposal” and the New SAI Incentive Plan, which is attached as Annex C, of this proxy statement/prospectus for additional information.

Proposal 5 — The Adjournment Proposal

If necessary, a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to authorize TradeUP to consummate the Business Combination (because the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal or the Incentive Plan Proposal is not approved or TradeUP would have less than $5,000,001 of net tangible assets immediately prior to the closing after taking into account the public shareholders that have properly elected to redeem their public shares or TradeUP would have less than the Minimum Cash Condition at the closing). See the section entitled “Proposal 5 — The Adjournment Proposal” of this proxy statement/prospectus for additional information.

Redemption Rights

Public shareholders may seek to redeem their public shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any public shareholder holding public shares may demand that TradeUP redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was $            per share as of            , the record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a public shareholder properly seeks redemption as

32

Table of Contents

described in this proxy statement/prospectus and the Business Combination with SAI is consummated, TradeUP will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

Public shareholders seeking to have their public shares redeemed must demand, no later than 5:00 p.m., New York City time, on            (two business days before the Meeting), that TradeUP redeem your public shares for cash by: (1)(a) checking the box on the proxy or (b) submitting your request in writing to TradeUP’s transfer agent; and (2) delivering your public shares to TradeUP’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system). If you hold the shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your public shares will not be redeemed. See the section entitled “The Extraordinary General Meeting of TradeUP Shareholders — Redemption Rights” of this proxy statement/prospectus for additional information.

Appraisal Rights

The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and TradeUP has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares. See the section entitled “Appraisal Rights” for additional information. Holders of warrants do not have appraisal rights in connection with the Business Combination.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. TradeUP has engaged            to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares during the Meeting if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting of TradeUP Shareholders — Revoking Your Proxy” of this proxy statement/prospectus for additional information.

Recommendation of the TradeUP Board to TradeUP Shareholders

The TradeUP Board (other than Jianwei Li, who abstained) unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of TradeUP and its shareholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its shareholders for approval at the Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The TradeUP Board recommends that TradeUP shareholders vote “FOR” each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and, if presented, the Adjournment Proposal. See the section entitled “— Reasons for the TradeUP Board Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Reasons for the TradeUP Board Approval of the Business Combination

The TradeUP Board, in evaluating the Business Combination, consulted with TradeUP’s management and financial, legal and other advisors. In reaching its resolution: (1) that it was desirable and in TradeUp’s commercial interests that TradeUP should approve and enter into the Business Combination Agreement, the transactions contemplated thereby and the ancillary documents to which TradeUP is or will be a party; (2) to approve and adopt the transactions contemplated by the Business Combination (including the merger); (3) to recommend that the TradeUP shareholders entitled to vote thereon approve and adopt the Business Combination Agreement and the Business Combination and approve and adopt the transactions contemplated by the Business Combination Agreement including the Business Combination Proposal and the other proposals; and (4) to direct that each proposal, including the Business Combination Proposal, be submitted to the TradeUP shareholders for approval, the TradeUP Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the TradeUP Board did not consider it

33

Table of Contents

practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The TradeUP Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the TradeUP Board’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

The TradeUP Board considered a number of factors pertaining to SAI and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

•        SAI’s significant planned growth and growth potential.    SAI’s operation plan targets it to become a leading bitcoin mining operation in Eurasia, with planned growth in both its hosting capacity, including custodian services, and mining capacity. SAI’s operations, while disrupted during 2021 in China due to regulatory change, remain poised to continue their growth and potentially benefit from disruption of the digital asset mining business in China.

•        Contracted power supply at Kazakhstan.    SAI currently has secured 105MW power supply in Kazakhstan by definitive agreement and another 300-500MW power supply in Kazakhstan and other Eurasia countries through strategic cooperation agreement. As stable power supply is the key challenging in mining business, SAI’s secured power supply will support its growth plan.

•        Rising global digital assets market and price of Bitcoin.    Digital assets have received spreading interest from investors globally since 2020, which leads to the surge of the global digital assets market. Among all types of digital assets, Bitcoin, is most recognized and the price has been ranged between $30,000 to $60,000 for past year. Given the historical performance and the increasing interest, the price of Bitcoin remains a strong growth potential.

•        SAI’s experienced management team.    The TradeUP Board believes that SAI has a proven and experienced management team that is positioned to lead New SAI after the Business Combination, including its Chief Executive Officer and Chief Financial Officer who have entered into employment agreements to be effective at the closing of the Business Combination, and an energy consultant who has successfully sourced prior large-scale energy sources for SAI and will have an equity interest in New SAI to incentivize its continued success.

•        Rollover equity commitment by SAI Founder; Continued Equity Ownership by Affiliates of Sponsor.    The TradeUP Board considered that the SAI Founder, an affiliate of SAI’s Chief Executive Officer, will rollover all of its equity into New SAI and become the controlling shareholder of New SAI. Similarly, the TradeUP Board considered that affiliates of Jianwei Li, a TradeUP director and affiliate of the Sponsor, will also roll all of their equity into New SAI as a minority owner of New SAI.

•        SAI lock-ups.    The SAI Founder, along with other SAI management and shareholders, have agreed to become subject to a one-year Lock-Up Period with respect to their New SAI Class A ordinary shares and New SAI Class B ordinary shares (subject to potential early releases after 180 days), This lock-up is expected to provide important alignment by the SAI Founder and SAI management with the post-closing shareholders, as well incentives in connection with governance of New SAI. In addition, the other SAI shareholders have agreed to become subject to a six-month lockup with respect to their New SAI Class A ordinary shares. See “Proposal 1 — The Business Combination Proposal — Ancillary Documents — Lock-Up Agreements.

•        Valuation supported by financial analysis and due diligence.    The TradeUP Board determined that the valuation analysis conducted by TradeUP management, based on materials and financial projections provided by SAI and valuation multiples based on comparable transactions, as supported by the fairness opinion of Duff & Phelps, supported the equity valuation of SAI. In connection with this analysis, TradeUP management, the TradeUP Board, financial advisor and legal counsel conducted due diligence examinations of SAI and discussed with SAI’s management financial, operational, technical and legal matters relating to SAI.

34

Table of Contents

•        No current debt and pro forma initial liquidity.    The TradeUP Board considered that SAI has no current debt, has a minimum $1.0 million cash closing condition in the Business Combination Agreement, and would have at least approximately $18.5 million (assuming all TradeUP Class A ordinary shares that may be redeemed are redeemed) of cash on its balance sheet pro forma after the consummation of the Business Combination, positioning New SAI for its growth plan.

•        No PIPE or third-party financing.    The TradeUP Board considered that the transaction terms for the Business Combination, as an all-equity transaction, do not require, and are not conditioned on, additional PIPE or other third-party financing.

The TradeUP Board also considered a variety of uncertainties and risks and other potentially negative factors related to TradeUP’s business and prospects and related to the Business Combination including, but not limited to, the following:

•        Risk that the benefits described above may not be achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within expected timeframes, including the future value of bitcoin. The trading price of bitcoin and other digital assets remains highly volatile, which may affect both demand for SAI’s services as well as the value of any digital assets owned in the future or obtained as consideration for services or mined for SAI’s own account. SAI is also a development stage company that has recently transitioned operations into a new country, and is adjusting its prior business model. SAI’s ability to achieve its projected growth will depend on such price risks, ability to execute its business plan, and regulatory risks, among others.

•        Risks regarding the shareholder vote.    The risk that TradeUP’s shareholders may fail to provide the votes necessary to effect the Business Combination.

•        Closing conditions.    The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within TradeUP’s control, including approval by TradeUP’s shareholders, a $17.5 million minimum cash condition applicable to TradeUP, and approval by Nasdaq of the initial listing application in connection with the Business Combination.

•        Fees and expenses.    The fees and expenses associated with completing the Business Combination.

•        Risk of the liquidation of TradeUP.    The risks and costs to TradeUp if the Business Combination is not completed, including the risk of diverting management’s focus and resources from other business combination opportunities, which could result in TradeUp being unable to effect a business combination in the requisite time frame and force TradeUp to liquidate.

•        Potential litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        Exclusivity.    The fact that the Business Combination Agreement includes an exclusivity provision that prohibits TradeUP from soliciting other business combination proposals, which restricts TradeUP’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.

•        Control of New SAI.    The fact New SAI will be controlled by the SAI Founder, whose New SAI Class B ordinary shares will represent over 40% of the outstanding New SAI ordinary shares immediately following the Business Combination (assuming no redemptions, or over 45% assuming maximum redemptions) and has dual class voting rights entitling such shares to 10 votes per share, representing over 87% of the voting power of all outstanding New SAI ordinary shares immediately following the Business Combination (assuming no redemptions, or over 89% assuming maximum redemptions).

•        Public company experience of officers.    The fact that the Chief Executive Officer and Chief Financial Officer of New SAI have no experience in operating a U.S. publicly-traded company.

•        Other risk factors.    Various other risk factors associated with the respective businesses of TradeUP and SAI as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

35

Table of Contents

In addition to considering the factors described above, the TradeUP Board also considered other factors including, without limitation, that Jianwei Li, TradeUP’s Co-Chief Executive Officer and a director, (i) has interests in the Business Combination as an individual with interests in the Sponsor that are in addition to, and may be different from, the interests of TradeUP shareholders, and (ii) has additional indirect equity interests in SAI as a SAI shareholder, from which he would benefit from as a result of the Business Combination. The TradeUP Audit Committee, consisting of independent directors, reviewed and considered these interests during the negotiation of the Business Combination Agreement, and in evaluating and approving, as the TradeUP Audit Committee and as directors on the TradeUP Board, the Business Combination Agreement and the transactions contemplated thereby.

The TradeUP Board concluded that the potential benefits expected to be received by TradeUP and its shareholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the TradeUP Board (other than Jianwei Li, who abstained) unanimously resolved: (1) that it was desirable and in TradeUp’s commercial interests that TradeUP should approve and enter into the Business Combination Agreement, the transactions contemplated thereby and the ancillary documents to which TradeUP is or will be a party; (2) to approve and adopt the transactions contemplated by the Business Combination (including the merger); (3) to recommend that the TradeUP shareholders entitled to vote thereon approve and adopt the Business Combination Agreement and the Business Combination and approve and adopt the transactions contemplated by the Business Combination Agreement including the Business Combination Proposal and the other proposals; and (4) to direct that each proposal, including the Business Combination Proposal, be submitted to the TradeUP shareholders for approval.

Interest of Certain Persons in the Business Combination

Certain members of the TradeUP Board and officers of TradeUP and the Sponsor may have interests in the Business Combination that may be different from, or in addition to, the interests of TradeUP shareholders generally. The TradeUP Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the shareholders of TradeUP. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination (1) assuming that none of the outstanding TradeUP Class A ordinary shares are redeemed in connection with the Business Combination and (2) assuming that the maximum number of public shares are redeemed in connection with the Business Combination such that the Minimum Cash Condition will be satisfied. See also the section entitled “Summary — Impact of the Business Combination on New SAI’s Public Float” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of public shares in amounts of 10% and 50%.

Sources

 

Assuming No
Redemption

 

Assuming
Maximum
Redemption
(3)

   

(in millions)

Existing cash held in trust account(1)

 

$

44.9

 

$

17.5

New SAI ordinary shares issued to SAI shareholders(2)

 

 

228.0

 

 

228.0

Total sources

 

$

272.9

 

$

245.5

____________

(1)      As of October 20, 2021.

(2)      New SAI ordinary shares issued to SAI shareholders are at a deemed value of $10.00 per share. Assumes 22,800,008 New SAI ordinary shares issued to SAI shareholders at closing in the form of 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for additional information.

(3)      Assumes the maximum number of redemptions by public shareholders such that New SAI has not less than $17.5 million of cash available for distribution in the trust account upon the consummation of the Business Combination after redemptions of 2,738,986 TradeUP ordinary shares, satisfying the closing conditions under the Business Combination Agreement.

36

Table of Contents

Uses

 

Assuming No
Redemption

 

Assuming
Maximum
Redemption
(3)

   

(in millions)

Shares of New SAI ordinary shares issued to SAI shareholders(1)

 

$

228.0

 

$

228.0

Transactions fees and expenses(2)

 

 

4.5

 

 

4.5

Cash to New SAI balance sheet(3)

 

 

40.4

 

 

13.0

Total uses

 

$

272.9

 

$

245.5

____________

(1)      New SAI ordinary shares issued to SAI shareholders are at a deemed value of $10.00 per share. Assumes 22,800,008 New SAI ordinary shares issued to SAI shareholders at closing in the form of 11,120,303 New SAI Class A ordinary shares and 11,679,705 New SAI Class B ordinary shares. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” of this proxy statement/prospectus for additional information.

(2)      Includes minimum cash condition of no less than $17.5 million per the Business Combination Agreement, less estimated transaction fees and expenses of $4.5 million to be paid using cash.

(3)      Assumes the maximum number of redemptions by public shareholders such that New SAI has not less than $17.5 million of cash available for distribution in the trust account upon the consummation of the Business Combination after redemptions of 2,738,986 TradeUP ordinary shares, satisfying the closing conditions under the Business Combination Agreement.

Regulatory Matters

The Business Combination is not subject to any additional federal or state regulatory requirement or approval. Upon the closing, TradeUP will cause the merger to be consummated by filing the plan of merger and such other documents as may be required in accordance with the applicable provisions of the Companies Act or by any other law to make the merger effective with the Registrar of Companies of the Cayman Islands. The merger will become effective on the merger effective date when the plan of merger is registered by the Registrar of Companies of the Cayman Islands.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in conformity with GAAP. Under this method of accounting, TradeUP has been treated as the “acquired” company for financial reporting purposes. This determination was primarily based on SAI Founder comprising a majority of the voting power of the combined company, SAI’s operations prior to the acquisition comprising the only ongoing operations of New SAI, SAI’s senior management comprising a majority of the senior management of New SAI, and SAI’s directors comprising a majority of the board of directors of New SAI. Accordingly, for accounting purposes, the financial statements of the combined entity will represent a continuation of the financial statements of SAI with the Business Combination being treated as the equivalent of SAI issuing stock for the net assets of TradeUP, accompanied by a recapitalization. The net assets of TradeUP will be stated at historical costs, with no goodwill or other intangible assets recorded.

Emerging Growth Company

TradeUP is, and following the Business Combination, New SAI will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, New SAI will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find TradeUP’s securities less attractive as a result, there may be a less active trading market for TradeUP’s securities and the prices of TradeUP’s securities may be more volatile.

New SAI will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of closing of the Business Combination, (b) in which it has total annual gross revenues of at least $1.07 billion or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2

37

Table of Contents

under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the last day of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

New SAI expects, immediately following the completion of the Business Combination, to qualify as a “foreign private issuer” under SEC rules. Consequently, for so long as New SAI continues to meet such qualification, New SAI will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. New SAI will be required to file its annual report on Form 20-F with the SEC and will furnish reports on Form 6-K to the SEC regarding certain information that is distributed or required to be distributed by New TradeUP to its shareholders.

Based on such foreign private issuer status, under existing rules and regulations, New SAI will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. New SAI will also not be required to comply with Regulation FD, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, New SAI’s directors, officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of New SAI ordinary shares.

Despite its initial exemption due to its foreign private issuer status, following the consummation of the Business Combination, New SAI currently expects to issue interim financial information publicly and to furnish it to the SEC on Form 6-K.

As a foreign private issuer, New SAI is generally subject to the Nasdaq corporate governance listing standards. However, Nasdaq rules permit a foreign private issuer like New SAI to follow the corporate governance practices of its home country, which is the Cayman Islands, in lieu of Nasdaq corporate governance requirements relating to independent directors and the formation and composition of committees, with respect to the disclosure of third party director and nominee compensation and the requirement to distribute annual and interim reports. New SAI currently does not intend to take advantage of the exemptions from the Nasdaq requirements, although in the future it may elect to take advantage of some or all of the exemptions provided by the Nasdaq rules.

Market Price

The closing price of TradeUP’s units and TradeUP Class A ordinary shares on September 27, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $9.91 and $9.64, respectively. As of            , the record date, the most recent closing price for each unit and TradeUP Class A ordinary share was $            and $            , respectively. Holders of TradeUP’s securities should obtain current market quotations for their securities. The market price of TradeUP’s securities could vary at any time before the Business Combination.

Historical market price information regarding SAI is not provided because there is no public market for SAI’s securities.

Material Tax Consequences

For a discussion of the material U.S. federal income tax considerations for holders of TradeUP Class A ordinary shares with respect to the exercise of these redemption rights, see the section entitled “Proposal 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Consequences to TradeUP Shareholders” of this proxy statement/prospectus for additional information. The consequences of a redemption to any particular public shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

38

Table of Contents

Summary of Risk Factors

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:

•        We have a limited operating history in an evolving and highly volatile industry and are undergoing a business transition, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

•        Our operating results may fluctuate due to the highly volatile nature of cryptocurrencies in general and, specifically, bitcoin.

•        Bitcoin mining activities are energy-intensive, which may restrict the geographic locations of mining machines and have a negative environmental impact. Government regulators may potentially restrict the ability of electricity suppliers to provide electricity to mining operations, such as ours.

•        Changes in tariffs or import restrictions could have a material adverse effect on our business, financial condition and results of operations.

•        Our historical financial results may not be indicative of our future performance.

•        We are exposed to risks related to disruptions or other failures in the supply chain for cryptocurrency hardware and difficulties in obtaining new hardware.

•        The loss of any of our management team, our inability to execute an effective succession plan, or our inability to attract and retain qualified personnel, could adversely affect our business.

•        We may experience difficulties in effectively managing our expansion of hosting capacity and, subsequently, managing our growth and expanding our operations.

•        Unfavorable global economic, business or political conditions, such as the global COVID-19 pandemic and the disruption caused by various countermeasures to reduce its spread, could adversely affect our business, prospects, financial condition, and operating results.

•        We will operate in a fast growing industry and we compete against unregulated or less regulated companies and companies with greater financial and other resources, and our business, operating results, and financial condition may be adversely affected if we are unable to respond to our competitors effectively.

•        We may acquire other businesses, form joint ventures or make other investments that could negatively affect our operating results, dilute our stockholders’ ownership, increase our debt or cause us to incur significant expenses.

•        The properties in our mining network may experience damages, including damages that are not covered by insurance.

•        We will be vulnerable to severe weather conditions and natural disasters, including earthquakes, fires, floods, hurricanes, as well as power outages and other industrial incidents, which could severely disrupt the normal operation of our business and adversely affect our results of operations.

•        We may be affected by price fluctuations in the wholesale and retail power markets.

•        Certain of New SAI’s shareholders, including the Sponsor, may engage in business activities which compete with New SAI or otherwise conflict with New SAI’s interests.

•        Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

39

Table of Contents

•        Many of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability.

•        If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S.

•        Kazakhstan’s political and economic instability could have a material adverse effect on our operations and investment risks.

•        It may be illegal now, or in the future, to acquire, own, hold, sell or use bitcoin, Ethereum, or other cryptocurrencies, participate in blockchains or utilize similar bitcoin assets in China, the ruling of which would adversely affect us.

•        Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us.

•        Fluctuations in exchange rates could have an adverse effect on our results of operations and the value of your investment.

•        Anti-takeover provisions in New SAI’s governing documents could delay or prevent a change of control.

•        TradeUP does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for TradeUP to consummate an initial business combination with which a substantial majority of TradeUP’s shareholders do not agree.

•        The TradeUP initial shareholders have agreed to vote in favor of the proposals at the Meeting, regardless of how public shareholders vote.

•        TradeUP may not be able to consummate the Business Combination or an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem public shares and liquidate, in which case the public shareholders may only receive $10.00 per share, or less than such amount in certain circumstances, and the warrants will expire worthless.

•        There is no guarantee that a public shareholder’s decision whether to redeem their shares for a pro rata portion of the trust account will put such shareholder in a better future economic position.

•        As a company with operations and opportunities outside of the U.S., we may face additional burdens and be subject to a variety of additional risks or considerations associated with companies operating in an international setting that may negatively impact our operations.

•        Because of the costs and difficulties inherent in managing cross-border business operations, if in the future we were to operate in multiple countries our results of operations may be negatively impacted as a result.

40

Table of Contents

Summary Historical Financial Information of TradeUP

The following table presents summary financial data of TradeUP. TradeUP’s balance sheet data as of June 30, 2021 and May 3, 2021 and statement of operations data for the three months ended June 30, 2021 and the period from January 26, 2021 (inception) through June 30, 2021, are derived from TradeUP’s historical financial statements included elsewhere in this proxy statement/prospectus. The information is only a summary and should be read in conjunction with TradeUP’s financial statements and related notes and “TradeUP’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere in this proxy statement/prospectus. TradeUP’s historical results are not necessarily indicative of future results.

 

June 30,
2021

 

May 3,
2021

   

(unaudited)

 

(audited)

Balance Sheet Data:

 

 

   

 

 

Cash

 

$

702,780

 

$

1,168,783

Investments held in trust account

 

 

44,890,288

 

 

40,000,000

Total assets

 

 

45,628,301

 

 

41,171,283

Total liabilities

 

 

1,898,012

 

 

2,031,737

Total shareholders equity

 

 

5,000,009

 

 

5,000,006

 

Three Months
Ended
June 30,
2021

 

For the
Period from
January 26,
2021
(inception)
through
June 30,
2021

   

(unaudited)

 

(unaudited)

Statement of Operations Data:

 

 

 

 

 

 

 

 

Loss from operations

 

$

(22,977

)

 

$

(27,487

)

Interest earned on investment held in Trust Account

 

 

428

 

 

 

428

 

Net loss

 

 

(22,549

)

 

 

(27,059

)

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

 

$

0.00

 

 

$

0.00

 

Basic and diluted net loss per share, Ordinary shares of TradeUP

 

$

(0.02

)

 

$

(0.02

)

41

Table of Contents

Summary Historical Financial Information of SAI

SAI’s summary historical statement of operations data for the year ended December 31, 2020 and summary historical balance sheet data as of December 31, 2020 are derived from SAI’s audited financial statements included elsewhere in this proxy statement/prospectus. SAI’s summary statement of operations for the six months period ended June 30, 2021 and SAI’s summary balance sheet data as of June 30, 2021 are derived from SAI’s unaudited interim financial statements as of and for the six months ended June 30, 2021, included elsewhere in this proxy statement/prospectus. SAI’s historical results are not indicative of the results to be expected in the future, and its results of operations for the year ended December 31, 2020 and for the six months ended June 30, 2021 are not indicative of the results to be expected for the full year or any other period. The information is only a summary and should be read in conjunction with the section titled “SAI’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and SAI’s financial statements, the accompanying notes, and other financial information included elsewhere in this proxy statement/prospectus.

 

As of
June 30,
2021

 

As of
December 31,
2020

   

(unaudited)

 

(audited)

Balance Sheet Data:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,474

 

 

$

1,300

Total assets

 

 

13,182

 

 

 

4,038

Total liabilities

 

 

1,462

 

 

 

324

Total shareholders (deficit) equity

 

 

(128

)

 

 

496

 

For the
six month
period ended
June 30,
2021

 

For the
year ended
December 31,
2020

   

(unaudited)

 

(audited)

Statement of Operations Data:

 

 

 

 

 

 

 

Total revenues

 

$

7,990

 

 

$

1,957

(Loss)/income from operations

 

 

(146

)

 

 

282

Net (loss)/income

 

 

(147

)

 

 

403

Basic and diluted loss per ordinary share of SAI

 

$

(0.006

)

 

$

42

Table of Contents

Summary Unaudited Pro Forma Condensed Combined Financial Information

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination included elsewhere in this proxy statement/prospectus. The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, TradeUP is treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination is treated as the equivalent of SAI issuing stock for the net assets of TradeUP, accompanied by a recapitalization. The net assets of TradeUP are stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet as of June 30, 2021 gives pro forma effect to the Business Combination as if they had occurred on June 30, 2021. The summary unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020, gives pro forma effect to the Business Combination as if they had occurred on January 1, 2020.

The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of TradeUP and SAI for the applicable periods included in this proxy statement/prospectus. The summary pro forma data have been presented for informational purposes only and are not necessarily indicative of what TradeUP’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of TradeUP following the reverse capitalization.

The pro forma adjustments giving effect to the Business Combination and related transactions are summarized below, and are discussed in further detail in the footnotes to the unaudited pro forma condensed combined financial information included elsewhere in this proxy statement/prospectus:

•        the consummation of the Business Combination and reclassification of cash held in the trust account to cash and cash equivalents, net of redemptions; and

•        the accounting for deferred offering costs and transaction costs incurred by both TradeUP and SAI.

The summary pro forma data have been prepared using the assumptions below with respect to the potential redemption into cash of public shares:

•        Assuming No Redemptions Scenario:    this scenario assumes that no public shareholders exercise redemption rights with respect to their public shares for a pro rata share of the funds in the trust account

•        Assuming Maximum Redemption Scenario:    this scenario assumes that 2,738,986 public shares subject to redemption are redeemed for an aggregate payment of approximately $27.4 million (based on an estimated per public share redemption price of approximately $10.00 that was calculated using the $27.4 million of cash in the trust account divided by 2,738,986 TradeUP Class A ordinary shares subject to redemption assuming the pro forma maximum redemption scenario pursuant to the Business Combination Agreement.) Under the terms of the Business Combination Agreement, the aggregate cash proceeds received from the trust account must equal no less than $17.5 million.

 


Assuming No
Redemption

 

Assuming
Maximum
Redemption

(in thousands, except per share data)

Selected Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2021

 

 

   

 

 

Total current assets

 

$

53,375

 

$

25,985

Total assets

 

$

54,310

 

$

26,920

Total current liabilities

 

$

1,789

 

$

1,789

Total liabilities

 

$

1,789

 

$

1,789

Total stockholders’ equity

 

$

52,521

 

$

25,131

43

Table of Contents