UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2022

☐ 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: 001-40608

TradeUP Acquisition Corp.

(Exact name of registrant as specified in its charter)


Delaware		85-1314502
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


TradeUP Acquisition Corp. 437 Madison Avenue, 27th Floor New York, NY		10022
(Address of principal executive offices)		(Zip Code)

(732) 910-9692

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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


Title of Each Class:	Trading Symbol(s)	Name of Each Exchange on Which Registered:
Common Stock, par value $0.0001 per share	UPTD	The NASDAQ Stock Market LLC

Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share	UPTDW	The NASDAQ Stock Market LLC

Units, each consisting of one share of Common Stock and one-half of one Warrant	UPTDU	The NASDAQ Stock Market LLC

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

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 þ 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ 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	þ	Smaller reporting company	þ

		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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes þ No ◻

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of May 13, 2022, 5,849,700 shares of common stock of the registrant, par value $0.0001 per share, were issued and outstanding.


Part I – FINANCIAL INFORMATION		2

Item 1.	Financial Statements	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	25

Item 4.	Controls and Procedures	25

Part II – OTHER INFORMATION		26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	27

Item 6.	Exhibits	27

SIGNATURES		28


	March 31, 2022		December 31, 2021
Assets
Current assets:
Cash	$	321,724	$	478,868
Prepaid expenses		106,416		137,166
Total current assets		428,140		616,034

Investments held in Trust Account		45,191,116		45,187,428
Total Assets	$	45,619,256	$	45,803,462

Liabilities, Temporary Equity, and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	6,000	$	3,000
Franchise tax payable		24,200		70,154
Total current liabilities		30,200		73,154

Deferred underwriters’ marketing fees		1,550,500		1,550,500
Total Liabilities		1,580,700		1,623,654

Commitments and Contingencies

Common stock subject to possible redemption, 4,430,000 shares at conversion value of $10.20 per share		45,186,000		45,186,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Common stock, $0.0001 par value; 30,000,000 shares authorized; 1,419,700 shares issued and outstanding (excluding 4,430,000 shares subject to possible redemption)		142		142
Additional paid-in capital		—		—
Accumulated deficit		(1,147,586)		(1,006,334)
Total Stockholders’ Deficit		(1,147,444)		(1,006,192)
Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$	45,619,256	$	45,803,462


			For the Period
	For the		from January 6, 2021
	Three Months Ended		(inception) through
	March 31, 2022		March 31, 2021

Formation and operating costs	$	120,740	$	819
Franchise tax expenses		24,200		—
Loss from Operations		(144,940)		(819)

Other income:
Interest earned on investment held in Trust Account		3,688		—

Loss before income taxes		(141,252)		(819)

Income taxes provision		—		—

Net Loss	$	(141,252)	$	(819)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		4,430,000		—
Basic and diluted net income per share, common stock subject to possible redemption	$	(0.02)	$	—
Basic and diluted weighted average shares outstanding, common stock attributable to TradeUP Acquisition Corp.		1,419,700		1,000,000	⁽¹⁾
Basic and diluted net loss per share, common stock attributable to TradeUP Acquisition Corp.	$	(0.02)	$	(0.00)


	For the Three Months Ended March 31, 2022
							Additional				Total
	Preferred stock			Common stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of December 31, 2021	—	$	—	1,419,700	$	142	$	—	$	(1,006,334)	$	(1,006,192)
Net loss	—		—	—		—		—		(141,252)		(141,252)
Balance as of March 31, 2022	—	$	—	1,419,700		142	$	—	$	(1,147,586)	$	(1,147,444)


	For the Period from January 6, 2021 (inception) through March 31, 2021
							Additional				Total
	Preferred stock			Common stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance as of January 6, 2021 (inception)	—	$	—	—	$	—	$	—	$	—	$	—
Founders shares issued to the Sponsor	—		—	1,150,000		115		24,885		—		25,000
Forfeiture of Founders shares issued to the Sponsor	—		—	(1,150,000)		(115)		(24,885)		—		(25,000)
Founders shares issued to initial stockholders	—		—	1,150,000		115		24,885		—		25,000
Net loss	—		—	—		—		—		(819)		(819)
Balance as of March 31, 2021	—	$	—	1,150,000	$	115	$	24,885	$	(819)	$	24,181


			For the Period
	For the		From January 6, 2021
	Three Months Ended		(inception) through
	March 31, 2022		March 31, 2021
Cash Flows from Operating Activities:
Net loss	$	(141,252)	$	(819)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investment held in Trust Account		(3,688)		—
Changes in operating assets and liabilities:
Prepaid expenses		30,750		—
Accounts payable and accrued expenses		3,000		—
Franchise tax payable		(45,954)		—
Net cash used in operating activities		(157,144)		(819)

Cash Flows from Financing Activities:
Proceeds from issuance of shares of Common Stock to the Sponsor		—		25,000
Return of proceeds from issuance of Common Stock to the Sponsor		—		(25,000)
Proceeds from issuance of shares of Common Stock to initial stockholders		—		25,000
Payment of offering costs		—		(182,104)
Proceeds from issuance of promissory note to related party		—		200,000
Net cash provided by financing activities		—		42,896

Net Change in Cash		(157,144)		42,077

Cash at beginning of period		478,868		—
Cash at end of period	$	321,724	$	42,077

Supplemental Disclosure of Non-cash Financing Activities
Offering costs included in accounts payable and accrued expenses	$	—	$	50,000


					For the Period from
	For the				January 6, 2021
	Three Months Ended				(inception) through
	March 31, 2022				March 31, 2021
			Non-				Non-
	Redeemable		Redeemable		Redeemable		Redeemable
	Common		Common		Common		Common
	Stock		Stock		Stock		Stock
Basic and diluted net loss per share:
Numerators:
Allocation of net loss	$	(106,971)	$	(34,281)	$	—	$	(819)
Denominators:
Weighted-average shares outstanding		4,430,000		1,419,700		—		1,000,000	⁽¹⁾
Basic and diluted net loss per share	$	(0.02)	$	(0.02)	$	—	$	(0.00)


Description	Level	March 31, 2022		December 31, 2021
Assets:
Trust Account - U.S. Treasury Securities Money Market Fund	1	$	45,191,116	$	45,187,428


	As of		As of
	March 31,		December 31,
	2022		2021
Gross proceeds	$	44,300,000	$	44,300,000
Less:
Proceeds allocated to public warrants		(783,301)		(783,301)
Offering costs of public shares		(2,966,085)		(2,966,085)
Plus:
Accretion of carrying value to redemption value		4,635,386		4,635,386
Common stock subject to possible redemption	$	45,186,000	$	45,186,000

SEC Form 10-Q filed by TradeUP Acquisition Corp.