As filed with the
Securities and Exchange Commission on August 31, 2023
Registration No. 333-272916
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Post-Effective Amendment No. 1
to
FORM F-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SAI.TECH GLOBAL CORPORATION
(Exact name of registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s Name into English)
| Cayman Islands | | Not Applicable |
| (State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer
Identification No.) |
#01-05 Pearl’s Hill Terrace
Singapore, 168976
Tel: +65 9656 5641
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002
Tel: 713-651-2600
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
|
Michael J. Blankenship
Winston & Strawn LLP
800 Capitol Street, Suite 2400
Houston, TX 77002
Tel: 713-651-2600 |
Approximate date of commencement of proposed sale
to the public: From time to time after the effective date of this Registration Statement.
If only securities being registered on this Form
are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please 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(c) 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 registration statement pursuant
to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant
to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to
a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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. ☐
| † | The term “new or revised
financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards
Codification after April 5, 2012. |
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 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPALANATORY NOTE
SAI.TECH Global Corporation is filing this
Post-Effective Amendment No. 1 to its registration statement on Form F-3 (File No. 333-272916) as an exhibits-only filing. Accordingly,
this amendment consists only of the cover page, this explanatory note, Item 9 of Part II of the Registration Statement, the signature
page to the Registration Statement and the filed exhibit. The remainder of the Registration Statement is unchanged and has therefore
been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 9. EXHIBITS
See the Exhibit Index
on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Post-Effective
Amendment No. 1 to its registration statement on Form F-3, which Exhibit Index is incorporated herein by reference.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for filing on
Form F-3 has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, on August 31, 2023.
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SAI.TECH Global Corporation |
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|
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By: |
/s/ Risheng Li |
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Name: |
Risheng Li |
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Title: |
Chief Executive Officer |
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates
indicated.
| Signature |
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Title |
|
Date |
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| /s/
Risheng Li |
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Director and Chief Executive
Officer |
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August
31, 2023 |
| Risheng
Li |
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(Principal Executive Officer) |
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| |
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| * |
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Chief Financial Officer |
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August
31, 2023 |
| Ian
Chow |
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(Principal Financial and Accounting Officer) |
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| * |
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Director |
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August
31, 2023 |
| Hao
Ge |
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| * |
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Director |
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August
31, 2023 |
| Yao
Shi |
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| * |
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Director |
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August
31, 2023 |
| Jinlong
Zhu |
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| * |
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Director |
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August
31, 2023 |
| Yusen
Chen |
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| *By: |
/s/ Risheng Li |
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Risheng Li
Attorney-in-fact |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the
United States of SAI.TECH Global Corporation., has signed this registration statement or
amendment thereto in the City of Houston, State of Texas, on August 31, 2023.
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WINSTON & STRAWN LLP |
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|
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By: |
/s/ Michael J. Blankenship |
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Name: |
Michael J. Blankenship |
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Title: |
Authorized Representative |
Item 9. Exhibits and Financial Statements Schedules
(a) Exhibits.
The following exhibits are filed herewith unless
otherwise indicated:
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Incorporation
by Reference |
| Exhibit No. |
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Description |
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Filed
Herewith |
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Form |
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File
No. |
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Exhibit
No. |
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Filing
Date |
| 3.1 |
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Amended
and Restated Memorandum and Articles of Association |
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|
6-K |
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001-40368 |
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1.1 |
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May
6, 2022 |
| 4.1 |
|
Specimen
Class A Ordinary Share Certificate |
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S-1/A |
|
333-253849 |
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4.2 |
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April
22, 2021 |
| 4.2 |
|
Specimen
Warrant Certificate |
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S-1/A |
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333-253849 |
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4.3 |
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April
22, 2021 |
| 4.3 |
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Warrant
Agreement, dated as of April 28, 2021, between TradeUP Global Corporation and VStock Transfer, LLC, as warrant agent |
|
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|
8-K/A |
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001-40368 |
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4.1 |
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May
6, 2021 |
| 4.4 |
|
Form
of Indenture |
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F-3/A |
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333-272916 |
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4.4 |
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July
19, 2023 |
| 4.5* |
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Form
of Warrant |
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| 4.6* |
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Form
of Warrant Agreement |
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| 4.7* |
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Form
of Right |
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| 4.8* |
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Form
of Rights Agreement |
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| 4.9* |
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Form
of Unit |
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| 4.10* |
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Form
of Unit Agreement |
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| 5.1 |
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Opinion
of Opinion of Harney Westwood & Riegels LP |
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F-3/A |
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333-272916 |
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5.1 |
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July
19, 2023 |
| 23.1 |
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Consent of Marcum Bernstein & Pinchuk LLP |
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X |
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| 23.2 |
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Consent of Audit Alliance LLP |
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F-3/A |
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333-272916 |
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23.1 |
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August
16, 2023 |
23.3 |
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Consent
of Opinion of Harney Westwood & Riegels LP (included in Exhibit 5.1) |
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F-3/A |
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333-272916 |
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23.2 |
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July
19, 2023 |
| 101 |
|
Interactive
Data Table |
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| 101.INS |
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Inline
XBRL Instance Document. |
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| 101.SCH |
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Inline
XBRL Taxonomy Extension Schema Document. |
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| 101.CAL |
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Inline
XBRL Taxonomy Extension Calculation Linkbase Document. |
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| 101.DEF |
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Inline
XBRL Taxonomy Extension Definition Linkbase Document. |
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| 101.LAB |
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Inline
XBRL Taxonomy Extension Label Linkbase Document. |
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| 101.PRE |
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Inline
XBRL Taxonomy Extension Presentation Linkbase Document. |
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| 104 |
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Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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| 107** |
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Filing
Fee table |
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| * |
To be filed as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a report filed under the Exchange Act and incorporated herein by reference. |
| + | Indicates management contract
or compensatory plan or arrangement. |
| # | Portions of this exhibit have
been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K. |
POS AM
true
0001847075
0001847075
2022-01-01
2022-12-31
