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United States securities and exchange commission logo
December 17, 2021
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. 1 to
Registration Statement on Form F-4
Filed December 3,
2021
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
November 18, 2021 letter.
Amendment No. 1 to Registration Statement on Form F-4
Cover Page
1. We note your response
to prior comment 1. Please expand the disclosure on the
prospectus cover page
to describe the legal and operational risks associated with acquiring
a company that does
business in China. Your cover page disclosure should make clear
whether these risks
could result in a material change in your or the target company s post-
combination operations
and/or the value of your common stock or could significantly
limit or completely
hinder your ability to offer or continue to offer securities to investors
and cause the value of
such securities to significantly decline or be worthless. Your cover
page disclosure should
address how recent statements and regulatory actions by China s
government, such as
those related to data security or anti-monopoly concerns, has or may
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany17,
December NameTradeUP
2021 Global Corporation
December
Page 2 17, 2021 Page 2
FirstName LastName
impact the company s ability to conduct its business, accept foreign
investments, or list on
an U.S. or other foreign exchange.
Summary, page 20
2. We note your inclusion of a risk factor on page 88 in response to
prior comment 5. In your
prospectus summary, please also disclose each permission that SAI is
required or may be
required to obtain from Chinese authorities to operate and issue these
securities to foreign
investors. This section should also include disclosure as to whether
SAI or its subsidiaries
are covered by permissions requirements from the CSRC, CAC or any
other entity, as
well as any uncertainty regarding being subject to such requirements.
State affirmatively
whether you have received all requisite permissions and whether any
permissions have
been denied.
3. Please revise to include a discussion of the amendments adopted by the
SEC to finalize
rules relating to the Holding Foreign Companies Accountable Act.
SAITECH Limited - Dividends and Distributions, page 21
4. Please revise to disclose SAI s capital contribution to Sustainable,
which is described on
the prospectus cover page.
Summary of Risk Factors, page 40
5. Please revise your summary of risk factors to specifically acknowledge
risks that any
actions by the Chinese government to exert more oversight and control
over foreign
investment in companies with substantial operations in China could
significantly limit or
completely hinder its ability to offer or continue to offer securities
to investors and cause
the value of such securities to "significantly decline or be
worthless." In addition, please
include a risk factor on these same risks.
Proposal 1 - The Business Combination Proposal
Unaudited Projected Financial Information of SAI, page 140
6. We note your responses to prior comments 18 and 19 regarding your
financial projections.
Please revise to provide greater specificity concerning the
assumptions about growth rates
and financial projections through 2026, including explaining how the
assumptions relate
to the projected financial information. Also, disclose any specific
factors or contingencies
that might prevent such growth from ultimately materializing.
7. We note that your response to comment 20 acknowledges the company's
obligations under
Item 10(b)(3)(iii) of Regulation S-K. To avoid confusion, please
revise your disclosure of
the disclaimer on page 140. Such disclosure appears inconsistent with
your response in
that it disclaims any obligation to update, revise, or reconcile the
projections even in the
event that any or all of the assumptions underlying the projections
are shown to be in
error.
Lei Huang
TradeUP Global Corporation
December 17, 2021
Page 3
Permitted Purchases of Our Securities, page 182
8. We note your response to comment 27, but are unable to agree with your
conclusion that
purchases of Class A shares by the Sponsor, directors, officers, or
any of their affiliates in
privately negotiated transactions or in the open market before
completion of the business
combination would be permissible under Rule 14e-5 of the Exchange Act.
Notwithstanding your representation that such purchases may be made
other than in a
tender offer, these purchases would take place during TradeUP s
offer to redeem,
whereby public shareholders may redeem their Class A ordinary shares.
Please revise or
advise.
SAI's Business
Business Overview, page 202
9. We note your response to prior comment 29. Please revise to provide
greater specificity as
to the factual basis for the claims in your Forms 425 regarding your
ESG initiatives and
commitment to carbon neutrality.
TradeUP Global Corporation
Notes to Condensed Financial Statements
Note 10 - Revision of Prior Period Financial Statement, page F-34
10. We note your conclusion pursuant to FASB ASC Topic 250, Accounting
Changes and
Error Corrections and SEC Staff Accounting Bulletin 99, Materiality
( SAB 99 ) that
the erroneous misclassification of redeemable shares in permanent
equity was not
material. Please make clear what factors you considered to overcome
the quantitatively
material error in the shareholders' equity/ deficit of the financial
statements. So that we
may better understand your rationale, please provide us your
materiality analysis.
SAI Tech
Notes to Unaudited Condensed Consolidated Financial Statements
8. Redeemable Preferred Shares, page F-78
11. We reissue prior comment 34. For greater transparency, please disclose
the total number
of preferred shares authorized for issuance and provide a roll-forward
depicting changes
in the number of redeemable preferred shares issued for each interim
period presented.
Further disclose the nature of changes in the corresponding dollar
amounts reported.
12. We note your response to comment 35. In classifying the warrant
agreement as
mezzanine equity, tell us how the warrant may be deemed indexed to the
company's stock,
FirstName LastNameLei Huang
notwithstanding that the warrant's exercise price is denominated in a
currency (US Dollar)
Comapany NameTradeUP
which Global
is other than your Corporation
functional currency (RMB). Refer to ASC
815-40-15-7I and the
implementation
December 17, 2021 Page guidance
3 for that Sub-topic in paragraphs 55-36 and
55-44.
FirstName LastName
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany17,
December NameTradeUP
2021 Global Corporation
December
Page 4 17, 2021 Page 4
FirstName LastName
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 Alexandra
Barone, Staff Attorney, at (202) 551-8816 or Joshua Shainess, Legal Branch
Chief, at (202) 551-
7951 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: David C. Buck