United States securities and exchange commission logo
March 18, 2022
Lei Huang
Co-Chief Executive Officer
TradeUP Global Corporation
437 Madison Avenue, 27th Floor
New York, New York 10022
Re: TradeUP Global
Corporation
Amendment No. 4 to
Registration Statement on Form F-4
Filed February 24,
2022
File No. 333-260418
Dear Mr. Huang:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
February 17, 2022 letter.
Amendment No. 4 to Registration Statement on Form F-4 filed February 25,
2022
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Balance Sheet, page 184
1. Update the pro forma
balance sheet to be as of the end of the most recent period for which
a consolidated balance
sheet of the registrant is presented pursuant to 11-02(c)(1) of
Regulation S-X.
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany
March NameTradeUP Global Corporation
18, 2022
March2 18, 2022 Page 2
Page
FirstName LastName
2. We note your response to comment 4 and considered all circumstances
under which the
warrants were issued. Since the warrants on redeemable Series Pre-A
shares create a
conditional obligation for the Company to repurchase its shares for
cash (or other assets),
the warrants are liabilities under ASC 480-10-25-8 through 25-12, even
though the
number of conditions leading up to the possible transfer of assets
differs for those
warrants. Please note further guidance in ASC 480-10-55-3 and revise
your presentation
in your historical financial statements and the pro forma financial
information.
Unaudited Pro Forma Condensed Combined Statement of Operations for the Year
Ended
December 31, 2020, page 187
3. Please revise to present TradeUP Global's statement of operations for
the fiscal year ended
2021 and update SAI 's Statement of Operations for a 12-month period
that is brought up
to within one fiscal quarter of that fiscal year end. Refer to
Instruction 1 to Article 11-
02(c)(3) of Regulation S-X.
SAI's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Expenditures, page 237
4. We note the costs of building out, leasing and maintaining your
hosting and self-
mining facilities constitute a significant portion of your capital and
operating expenses.
Tell us how you considered if the arrangement for the build-out of
your data centers and
your occupancy of the completed space contain a lease. If data center
lease
commitments are reasonably likely to materially impact your financial
condition, results
of operations, or liquidity, please disclose your future lease
commitments (including lease
incentives if any) as of the most recent practicable date.
SAI's Management's Discussion of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Risk, page 239
5. Please update your disclosure to clarify how your operating activities
and assets
and liabilities are currently denominated. Address the extent of your
exposure to the
Kazakhstan Tenge, including how the loss of its value, along with the
Russian ruble, in
the wake of the Russian financial sanctions related to the Ukrainian
war, may impact your
operating results, if at all.
SAI Tech Limited Notes to Unaudited Condensed Consolidated Financial Statements
16. Parent Only Information, page F-68
6. Refer to footnote 1 hereunder. Please make clear if the amount due
from subsidiaries and
VIE of $3.2 million for Series Angel and Series Pre-A preferred shares
includes $1.8
million from the exercise of the warrants for 9,864,312 Series Pre-A
Preferred shares.
Further confirm to us that your receipt of $3.2 million and $1.8
million proceeds
are reflected as an adjustment to the pro forma balance sheet.
Lei Huang
TradeUP Global Corporation
March 18, 2022
Page 3
You may contact Kathryn Jacobson, Senior Staff Accountant, at
202-551-3365 or Robert
Littlepage, Accounting Branch Chief, at 202-551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Kyle
Wiley, Staff
Attorney, at 202-344-5791 or Josh Shainess, Legal Branch Chief, at 202-551-7951
with any
other questions.
Sincerely,
FirstName LastNameLei Huang
Division of
Corporation Finance
Comapany NameTradeUP Global Corporation
Office of Technology
March 18, 2022 Page 3
cc: David C. Buck
FirstName LastName