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: June 30, 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 August 8, 2022, 5,849,700 shares of common stock of the registrant, par value $0.0001 per share, were issued and outstanding.

Table of Contents

TABLE OF CONTENTS


Part I – FINANCIAL INFORMATION		2

Item 1.	Financial Statements	2

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4.	Controls and Procedures	27

Part II – OTHER INFORMATION		28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

SIGNATURES		30

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CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

TRADEUP ACQUISITION CORP.

CONDENSED BALANCE SHEETS

(Unaudited)


	June 30, 2022		December 31, 2021
Assets
Current assets:
Cash	$	88,281	$	478,868
Prepaid expenses		40,541		137,166
Total current assets		128,822		616,034

Investments held in Trust Account		45,255,295		45,187,428
Total Assets	$	45,384,117	$	45,803,462

Liabilities, Temporary Equity, and Stockholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	106,447	$	3,000
Franchise tax payable		48,200		70,154
Total current liabilities		154,647		73,154

Deferred underwriters’ marketing fees		1,550,500		1,550,500
Total Liabilities		1,705,147		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		(1,507,172)		(1,006,334)
Total Stockholders’ Deficit		(1,507,030)		(1,006,192)
Total Liabilities, Temporary Equity, and Stockholders’ Deficit	$	45,384,117	$	45,803,462

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TRADEUP ACQUISITION CORP.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


								For the Period
	For the		For the			For the		from January 6, 2021
	Three Months Ended		Three Months Ended			Six Months Ended		(inception) through
	June 30, 2022		June 30, 2021			June 30, 2022		June 30, 2021

Formation and operating costs	$	399,765	$	3,559		$	520,505	$	4,378
Franchise tax expenses		24,000		—			48,200		—
Loss from Operations		(423,765)		(3,559)			(568,705)		(4,378)

Other income:
Dividend earned on investment held in Trust Account		64,179		4			67,867		4

Loss before income taxes		(359,586)		(3,555)			(500,838)		(4,374)

Income taxes provision		—		—			—		—

Net Loss	$	(359,586)	$	(3,555)		$	(500,838)	$	(4,374)

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		4,430,000		—			4,430,000		—
Basic and diluted net income per share, common stock subject to possible redemption	$	(0.06)	$	—		$	(0.09)	$	—
Basic and diluted weighted average shares outstanding, common stock attributable to TradeUP Acquisition Corp.		1,419,700		1,000,000	⁽¹⁾		1,419,700		1,000,000	⁽¹⁾
Basic and diluted net loss per share, common stock attributable to TradeUP Acquisition Corp.	$	(0.06)	$	(0.00)		$	(0.09)	$	(0.00)

(1)	This number excludes an aggregate of up to 150,000 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters prior the Initial Public Offering on July 19, 2021.

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TRADEUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Unaudited)


	For the Six Months Ended June 30, 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)
Net loss	—		—	—		—		—		(359,586)		(359,586)
Balance as of June 30, 2022	—	$	—	1,419,700	$	142	$	—	$	(1,507,172)	$	(1,507,030)


	For the Period from January 6, 2021 (inception) through June 30, 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
Net loss	—		—	—		—		—		(3,555)		(3,555)
Balance as of June 30, 2021	—	$	—	1,150,000	$	115	$	24,885	$	(4,374)	$	20,626

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TRADEUP ACQUISITION CORP.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)


			For the Period
	For the		From January 6, 2021
	Six Months Ended		(inception) through
	June 30, 2022		June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(500,838)	$	(4,374)
Adjustments to reconcile net loss to net cash used in operating activities:
Dividend earned on investment held in Trust Account		(67,867)		—
Changes in operating assets and liabilities:
Prepaid expenses		96,625		(2,500)
Accounts payable and accrued expenses		103,447		—
Franchise tax payable		(21,954)		—
Net cash used in operating activities		(390,587)		(6,874)

Cash Flows from Investing Activities:
Purchase of investment held in trust account		—		(3,190,004)
Net cash used in investing activities		—		(3,190,004)

Cash Flows from Financing Activities:
Proceeds from issuance of shares of Common Stock to the Sponsor		—

SEC Form 10-Q filed by TradeUP Acquisition Corp.