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United States securities and exchange commission logo
June 17, 2022
Risheng Li
Chief Executive Officer
SAI.TECH Global Corp
#01-05 Pearl s Hill Terrace
Singapore, 168976
Re: SAI.TECH Global
Corp
Registration
Statement on Form F-1
Filed June 1, 2022
File No. 333-265333
Dear Mr. Li:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Form F-1 filed June 1, 2022
Cover Page
1. For each of the
securities being registered for resale, disclose the price that the selling
securityholders paid
for such securities.
2. Disclose the exercise
price of the warrants compared to the market price of the underlying
security. If the
warrants are out the money, please disclose the likelihood that warrant
holders will not
exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors,
MD&A and use of proceeds section and disclose that cash proceeds
associated with the
exercises of the warrants are dependent on the stock price. As
applicable, describe
the impact on your liquidity and update the discussion on the ability
of your company to fund
your operations on a prospective basis with your current cash on
hand.
Risheng Li
FirstName
SAI.TECHLastNameRisheng Li
Global Corp
Comapany
June NameSAI.TECH Global Corp
17, 2022
June 17,
Page 2 2022 Page 2
FirstName LastName
3. We note the significant number of redemptions of your Class A ordinary
shares in
connection with your business combination and that the shares being
registered for resale
will constitute a sizable percentage of your public float. We also
note that most of the
shares being registered for resale were purchased by the selling
securityholders for prices
considerably below the current market price of the Class ordinary
shares. Highlight the
negative impact sales of shares on this registration statement could
have on the public
trading price of the Class A ordinary shares.
Risk Factors
We have a total of 12,933,653 Class A Ordinary Shares outstanding. . . . , page
63
4. To illustrate the risk of negative pressure potential sales of shares
pursuant to this
registration statement could have on the public trading price of Class
A ordinary shares,
disclose the purchase price of the securities being registered for
resale and the percentage
that these shares currently represent of the total number of Class A
shares outstanding and
of the public float. Also disclose that even though the current
trading price is significantly
below the SPAC IPO price, the private investors have an incentive to
sell because they
will still profit on sales because of the lower price that they
purchased their shares than the
public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 107
5. We note that the projected net loss for 2021 was $1.125 million, as
set forth in the
unaudited prospective financial information management prepared and
provided to the
Board, the company s financial advisors and the SPAC in connection
with the evaluation
of the Business Combination. We also note that your actual net loss
for 2021 was
approximately $16.7 million. Please update your disclosure in
Liquidity and Capital
Resources, and elsewhere, to provide updated information about the
company s financial
position and further risks to the business operations and liquidity in
light of these
circumstances.
6. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
ordinary shares, expand your discussion of capital resources to
address any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
General
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
securities being registered for resale. Highlight any differences in
the current trading
price, the prices that the Sponsor and other selling securityholders
acquired their shares,
Risheng Li
SAI.TECH Global Corp
June 17, 2022
Page 3
and the price that the public securityholders acquired their shares and
warrants. Disclose
that while the Sponsor and other selling securityholders may experience a
positive rate of
return based on the current trading price, the public securityholders may
not experience a
similar rate of return on the securities they purchased due to
differences in the purchase
prices and the current trading price. Please also disclose the potential
profit the selling
securityholders will earn based on the current trading price. Lastly,
please include
appropriate risk factor disclosure.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Anna Abramson, Staff Attorney, at 202-551-4969 or
Kathleen Krebs,
Special Counsel, at 202-551-3350 with any questions.
Sincerely,
FirstName LastNameRisheng Li
Division of
Corporation Finance
Comapany NameSAI.TECH Global Corp
Office of
Technology
June 17, 2022 Page 3
cc: Doug Lionberger, Esq.
FirstName LastName