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United States securities and exchange commission logo
January 14, 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. 2 to
Registration Statement on Form F-4
Filed December 28,
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
December 17, 2021 letter.
Amendment No. 2 to Registration Statement on Form F-4
General
1. Given your disclosure
that maintaining access to a stable power supply is a key challenge
in the mining business,
and SAI's reliance on secured power in Kazakhstan to support its
growth, please revise
throughout to reflect recent developments concerning Kazakhstan s
political and economic
instability. Discuss the effect of the recent intermittent energy and
internet access on the
bitcoin hashrate and SAI's operations. State whether this has had or
is expected to have a
material adverse effect on SAI's operations.
2. Please update the
audited financial statements of SAI Tech to include the year ended
December 31, 2021.
Further disclose how you accounted for treasury shares as referenced
elsewhere in your
filing.
Lei Huang
TradeUP Global Corporation
January 14, 2022
Page 2
Certain Unaudited Projected Financial Information of SAI, page 140
3. Refer to comment 1 above. With a view toward revised disclosure,
please provide a brief
analysis as to whether or not the previously disclosed projections
have a reasonable basis
given these recent developments.
Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2021, page
177
4. See footnote 3 on page 178. Please disclose how you gave effect to the
warrant agreement
for 9.8 million shares issued to the Beijing SAI Tech shareholders and
its
eventual settlement. Further quantify the Beijing SAI's shareholders'
"return to SAI
equivalent to the effect of the disposal of an investment in a
subsidiary at carrying value."
Tell us why only certain of the shareholders who returned their
repatriated investment to
SAI were issued a warrant agreement.
SAI Tech
Notes to Unaudited Condensed Consolidated Financial Statements
8. Redeemable Preferred Shares, page F-77
5. Refer to the roll-forward schedule of redeemable preferred shares on
page F-78, provided
in response to prior comment 11. As appropriate, please:
include the 2,040,816 Series Seed Shares and
provide separate line items for Series Angel and Series Pre-A
Preferred shares. If
true, please also clarify that the Series Pre-A shares exclude
the Series Pre-A shares
underlying the warrant agreement referenced on page F-70.
6. We note your response to comment 12. It appears the warrant agreement,
although
ultimately settled through a warrant denominated in US dollars and
issued by SAI parent
holding company, was executed in April 2021 by SAI Tech when its
functional currency
was the RMB (prior to the change of its functional currency to the US
dollar subsequent
to June 30, 2021). Accordingly, as of its issue date, this warrant
appears to be indexed to
SAI's own stock pursuant to ASC 815-40-15-7I. A subsequent change in the
functional
currency does not necessarily result in a change in the accounting
treatment of a liability
FirstName LastNameLei Huang
recognized in a prior period. We also note that the underlying Series
Pre-A shares appear
Comapany NameTradeUP
to exceed Global of
the total number Corporation
shares authorized for that series per
Business Combination
JanuaryAgreement, Section
14, 2022 Page 2 4.3 (Annex A-1 17). Please revise or advise us.
FirstName LastName
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany
January 14,NameTradeUP
2022 Global Corporation
January
Page 3 14, 2022 Page 3
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