UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-40679

TRADEUP GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1584130

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

437 Madison Avenue, 27th Floor

New York, New York 10022

(Address of principal executive offices and zip code)

(732) 910-9692

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TUGCU	The Nasdaq Capital Market
Class A ordinary shares, par value $0.0001 per share	TUGC	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TUGCW	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of February 11, 2022, there were 5,563,766 Class A ordinary shares, par value $0.0001 per share, and 272,247 Class B ordinary shares, par value $0.0001 per share issued and outstanding.


PART I
Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	11
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	11
PART II
Item 5.	Market for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities	12
Item 6.	Reserved	13
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 8.	Financial Statements and Supplementary Data	19
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
Item 9B.	Other Information	19
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	20
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	21
Item 11.	Executive Compensation	24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	25
Item 14.	Principal Accounting Fees and Services	27
PART IV
Item 15.	Exhibits, Financial Statement Schedules	27
Item 16.	Form 10-K Summary	47

Name	Age	Position
Jianwei Li	43	Chairman and Co-Chief Executive Officer
Lei Huang	50	Co-Chief Executive Officer, Director
Luqi “Lulu” Wen	40	Chief Financial Officer
Michael Davidov	46	Independent Director Nominee
Tao Jiang	51	Independent Director Nominee
David X. Li	58	Independent Director Nominee


	Number of
	Ordinary Shares	Percentage of
	Beneficially	Outstanding
Name and Address of Beneficial Owner ⁽¹⁾	Owned ⁽²⁾	Ordinary Shares
Officers and Directors
Jianwei Li ⁽³⁾	1,287,027	22.1	%
Lei Huang	—	—
Luqi Wen	—	—
David X. Li	20,000	*
Tao Jiang	20,000	*
Michael Davidov	20,000	*
All officers and directors as a group (6 individuals)	1,347,027	23.1	%
5% Holders
TradeUP Global Sponsor LLC (our sponsor)⁽³⁾	1,287,027	22.1	%

		Page
Report of Independent Registered Public Accounting Firm (Firm ID: 711)		28
Balance Sheet as of December 31, 2021		29
Statement of Operations for the period from January 26, 2021 through December 31, 2021		30
Statement of Changes in Shareholders’ Deficit for the period from January 26, 2021 through December 31, 2021		31
Statement of Cash Flows for the period from January 26, 2021 through December 31, 2021		32
Notes to Financial Statements		33


	December 31, 2021
Assets
Current assets
Cash	$	28,079
Prepaid expenses		74,078
Total Current Assets		102,157

Investments held in Trust Account		44,891,829
Total Assets	$	44,993,986

Liabilities, Temporary Equity, and Shareholders' Deficit
Accounts payable and accrued expenses	$	1,459,098
Related party loans		130,000
Total Current Liabilities		1,589,098

Deferred underwriters' marketing fees		1,571,145
Total Liabilities		3,160,243

Commitments and Contingencies

Ordinary shares subject to possible redemption, 4,488,986 shares at conversion value of $10.00 per share		44,889,860

Shareholders' Deficit:
Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,074,780 issued and outstanding (excluding 4,488,986 shares subject to possible redemption)		107
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 272,247 shares issued and outstanding		27
Additional paid-in capital		—
Accumulated deficit		(3,056,251)
Total Shareholders' Deficit		(3,056,117)
Total Liabilities, Temporary Equity and Shareholders' Deficit	$	44,993,986


	For the Period
	From January 26, 2021
	(inception) through
	December 31, 2021

Formation and operating costs	$	1,925,574
Loss from operations		(1,925,574)

Other income:
Interest earned on investment held in Trust Account		1,969

Loss before income taxes		(1,923,605)

Income taxes		—

Net loss	$	(1,923,605)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		3,191,545

Basic and diluted net loss per share, Class A ordinary shares subject to possible redemption	$	(0.03)

Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation		1,244,225

Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(1.46)


				Ordinary Shares						Additional				Total
	Preference shares			Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 26, 2021 (inception)	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—
Founder shares issued to initial shareholder	—		—	—		—	1,150,000		115		24,885		—		25,000
Sale of units through public offering	—		—	4,000,000		400	—		—		39,999,600		—		40,000,000
Sale of over-allotment units				488,986		49					4,889,811				4,889,860
Underwriters' discount	—		—	—		—	—		—		(897,797)		—		(897,797)
Underwriters' marketing fees	—		—	—		—	—		—		(1,571,145)		—		(1,571,145)
Other offering expenses	—		—	—		—	—		—		(

SEC Form 10-K filed by TradeUP Global Corporation