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United States securities and exchange commission logo
March 28, 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. 5 to
Registration Statement on Form F-4
Filed March 23,
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 March
18, 2022 letter.
Amendment No. 5 to Registration Statement on Form F-4 filed March 23,
2022
Unaudited Pro Forma Condensed Combined Balance Sheet as of December 31,
2021, page 184
1. Please revise to
account for on-balance sheet recognition of sublease arrangements
(implicit or explicit)
and construction in progress/ build to suit transactions related to your
data centers in Aktobe,
Urlask (Kazakhstan), and elsewhere and annotate as appropriate.
In this regard, we note
your adoption of ASC 842 during your 2021 fiscal year.
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended
December 31, 2020, page 187
2. Please remove the
comparative pro forma Condensed Combined statement of Operations
for the year ended
December 31, 2020. Refer to Article 11-02(c)(2) of Regulation S-X.
Lei Huang
TradeUP Global Corporation
March 28, 2022
Page 2
SAI's Management's Discussion and Analysis of Financial Condition and Results
of Operations
Capital Expenditures, page 237
3. We understand that your power supply arrangement contains an embedded
lease since it
covers space and infrastructure for your data centers and hosting
facilities,
notwithstanding that the power supplier is the lessee in the head lease.
As we stated in
prior comment 4, if data center 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.
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 28, 2022 Page 2
cc: David C. Buck
FirstName LastName