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United States securities and exchange commission logo
February 17, 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. 3 to
Registration Statement on Form F-4
Filed January 27,
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
January 14, 2022 letter.
Amendment No. 3 to Form F-4 filed January 27, 2022
Summary Historical Financial Information of SAI, page 46
1. We note that the
consolidated VIE constituted a material part of your consolidated
financial statements
for all periods presented. Please provide in tabular form a condensed
consolidating schedule
that disaggregates the operations and depicts the financial position,
cash flows, and results
of operations as of the same dates and for the same periods for
which audited
consolidated financial statements are required. The schedule should present
major line items, such
as revenue and cost of goods/services, and subtotals and
disaggregated
intercompany amounts, such as separate line items for intercompany
receivables and
investment in subsidiary. The schedule should also disaggregate the
parent company, the VIE
and its consolidated subsidiaries, the WFOE who is the primary
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany17,
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2022 Global Corporation
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beneficiary of the VIE, and an aggregation of other entities that are
consolidated. The
objective of this disclosure is to allow an investor to evaluate the
nature of assets held by,
and the operations of, entities apart from the VIE, as well as the
nature and amounts
associated with intercompany transactions. Any intercompany amounts
should be
presented on a gross basis and when necessary, additional disclosure
about such amounts
should be included in order to make the information presented not
misleading.
Risk Factors
Because there has been limited precedent set for financial accounting for
bitcoin and other
cryptocurrency assets ..., page 68
2. We note that with respect to bitcoin and other cryptocurrency assets,
you state that "There
is no official guidance has yet been provided by the Financial
Accounting Standards
Board, the International Accounting Standards Board or the SEC.
Please help us
understand the basis for these statements and your accounting policies
and consider the
need to revise or remove these statements.
Accounting for the Business Combination, page 178
3. Refer to the pro forma table summarizing New SAI common stock
ownership following
the closing of the subject transaction. Please revise to annotate and
reclassify 2,160,454
New SAI Class A ordinary shares that are issuable to affiliates of the
Sponsor who are
existing shareholders of SAI consistent with your presentation
elsewhere in your filing.
Unaudited Pro Forma Condensed Combined Balance Sheet As of June 30, 2021, page
180
4. We note your response to comments 4 and 6. You stated that the
issuance and settlement
of the warrants for 9.8 million Series Pre-A Preferred Shares are not
subject to accounting
treatments. However, it remains unclear to us why three investors,
holding 7.99% equity
interest of Beijing Sai received a warrant for such number of
underlying shares that
ultimately comprised 71% of Series Pre-A shares. The warrant appears
to constitute a
distribution that diluted the ownership of the other Beijing Sai
shareholders who "returned
to SAI equivalent to the effect of the disposal of an investment in a
subsidiary at carrying
value by SAI." Please tell us how you considered the fair value of the
warrant and why its
disproportionate impact on new SAI investors (former Beijing SAI
investors) would be
inconsequential for accounting purposes. Refer to your basis in the
accounting literature.
SAI's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Factors Affecting SAI's sales of digital mining machines and hosting service
fee, page 226
5. Please update your disclosure to address changes in the regulatory
environment in
Kazakhstan, including but not limited to the Kazakh President's order
for a 500% hiked
electricity surcharge in addition to import charges for mining
equipment. Additionally,
disclose whether your hosting contracts are subject to fixed or
variable pricing and if
reasonably estimable, how the increased power supply costs could
materially impact your
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany17,
February NameTradeUP
2022 Global Corporation
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gross margins.
6. Disclose the cost of shipping over 5,000 bitcoin mining machines to
the Kazakhstan data
centers on behalf of your third party hosting customers and whether
they were incurred at
your own expense or reimbursable by your customers.
Factors affecting block rewards and bitcoin transaction fees, page 227
7. Please expand your disclosure to quantify any significant increase in
your bitcoin
holdings as of the most recent practicable date, in terms of the
number of bitcoin units
held at either third party hosted wallet service or a cold wallet as a
result of self-mining
activities and bitcoin consideration received from your customers if
any. Further disclose
any significant impairment charge as a result of the bitcoin price
collapse during January
2022.
Liquidity and Capital Resources
Contractual Obligations and Contingencies, page 233
8. Disclose whether the 10-year strategic cooperation agreement for up to
600MW of power
supply is a fixed price arrangement. If not, discuss the increase in
the cost of the power
supply in Phase 1, for which you have contracted 100 MW of power
supply, the historical
cost of the power supply as a percentage of revenues and if reasonably
estimable, the
projected increase as a percentage of revenues, resulting from the
electricity tax hike
recently ordered by the President of Kazakhstan.
Capital Expenditures, page 233
9. As of the most recent practicable date, disclose the cost of your
infrastructure investment
to build out your data centers in Kazakhstan, the estimated cost at
completion, and your
means of financing. If the arrangement contains a lease, please
disclose the carrying
amount of your right of use asset and related lease liability.
Unaudited Financial Statements of SAITECH Limited
Notes to Unaudited Condensed Consolidated Financial Statements
8. Redeemable Preferred Shares, page F-77
10. We note your response to comment 5. Although the Series Seed shares
share the same
characteristics as ordinary shares and additionally, would be treated
as a class of common
stock for EPS calculation purposes, the Series Seed shares would be
considered preferred
stock and the ordinary shares would be considered common stock under
ASC 260.
Accordingly, please present the Series Seed Shares on the basis of
their legal form in the
Balance Sheet and the Consolidated Statements of Changes in
Shareholders' Equity so that
it is transparent that they were outstanding as of the most recent
Balance Sheet Date.
Additionally, please exclude the 9.8 million Series Pre-A Preferred
Shares from the
rollforward of redeemable preferred shares as they were not
outstanding as of the balance
Lei Huang
TradeUP Global Corporation
February 17, 2022
Page 4
sheet date. Include an explanatory footnote as appropriate. Further
make clear when SAI
received $1.8 million for the exercise of the warrant.
15. Subsequent Events, page F-81
11. Refer to your disclosure regarding the definitive business combination
agreement with
TradeUP Global Corporation. As disclosed elsewhere in your filing,
2,160,454 New SAI
Class A ordinary shares are issuable to affiliates of TradeUP Global's
Sponsor who are
existing shareholders of SAI. Such New SAI Class A shares are the
equivalent of
16,151,719 shares SAI Class A ordinary shares (prior to the
application of the Exchange
Ratio), which account for a majority of the outstanding SAI Class A
ordinary shares held
by them prior to the Business Combination. Please expand your related
party disclosures
to address:
the nature of the relationship between the SAI shareholders and
TradeUP Global's Sponsor and affiliates;
any transactions between them, however, nominal; and
any control relationship and the effect of such control
relationship between the
combining entities.
If necessary to the understanding of the relationship, please identify
the shareholder(s)
who are affiliates of the TradeUP Global's Sponsor. Refer to ASC
850-10-50-1, 50-3, 50-
5 and 50-6.
General
12. In light of the recent announcements by Kazakhstan's President regarding
the regulation of
the cryptocurrency mining industry, please disclose and discuss the new
potential
cryptocurrency tax and proposed regulatory regime and how this may
impact SAI's
operations in Kazakhstan. State whether these developments are expected
to have
a material adverse effect on SAI's operations. Additionally, given that
the projected
FirstName LastNameLei Huang
financial information factored in assumptions of processing power of the
bitcoin network
Comapany NameTradeUP
and fixed tax rates atGlobal Corporation
the time it was prepared, please disclose
whether or not
such projections
February 17, 2022 Page 4 will be impacted by the recent developments.
FirstName LastName
Lei Huang
FirstName LastNameLei Huang
TradeUP Global Corporation
Comapany17,
February NameTradeUP
2022 Global Corporation
February
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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