UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-40368

TRADEUP GLOBAL CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

98-1584130

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

437 Madison Avenue, 27th Floor

New York, New York 10022

(Address of Principal Executive Offices, including zip code)

(732) 910-9692

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	TUGCU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	TUGC	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	TUGCW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of August 13, 2021, there were 5,563,766 Class A ordinary shares, $0.0001 par value per share, and 272,247 Class B ordinary shares, $0.0001 par value per share, issued and outstanding.

		Page
Part I. Financial Information
	Item 1. Financial Statements
	Condensed Balance Sheet (Unaudited)	3
	Condensed Statement of Operations (Unaudited)	4
	Condensed Statement of Changes in Shareholder’s Equity (Unaudited)	5
	Condensed Statement of Cash Flows (Unaudited)	6
	Notes to Unaudited Condensed Financial Statements	7
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	23
	Item 4. Controls and Procedures	23
Part II. Other Information		25
	Item 1. Legal Proceedings	25
	Item 1A. Risk Factors	25
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	25
	Item 3. Defaults Upon Senior Securities	25
	Item 4. Mine Safety Disclosures	26
	Item 5. Other Information	26
	Item 6. Exhibits	26
Part III. Signatures		27


	June 30, 2021
Assets
Current assets
Cash	$	702,780
Prepaid expenses		35,233
Total Current Assets		738,013

Investments held in Trust Account		44,890,288
Total Assets	$	45,628,301

Liabilities and Shareholder's Equity
Accounts payable and accrued expenses	$	298,867
Related party loans		28,000
Total Current Liabilities		326,867

Deferred underwriters' marketing fees		1,571,145
Total Liabilities		1,898,012

Commitments and Contingencies

Ordinary shares subject to possible redemption, 3,873,028 shares at conversion value of $10.00 per share		38,730,280

Shareholders' Equity:
Preference shares, $0.0001 par value, 1,000,000 shares authorized, none issued and outstanding		—
Class A ordinary shares, $0.0001 par value, 200,000,000 shares authorized, 1,690,738 issued and outstanding (excluding 3,873,028 shares subject to possible redemption)		169
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 272,247 shares issued and outstanding		27
Additional paid-in capital		5,026,872
Accumulated deficit		(27,059)
Total Shareholders' Equity		5,000,009
Total Liabilities and Shareholders' Equity	$	45,628,301


			For the Period
	For the		From January 26, 2021
	Three Months Ended		(inception) through
	June 30, 2021		June 30, 2021

Formation and operating costs	$	22,977	$	27,487
Loss from operations		(22,977)		(27,487)

Other income:
Interest earned on investment held in Trust Account		428		428

Loss before income taxes		(22,549)		(27,059)

Income Taxes		—		—

Net loss		(22,549)		(27,059)

Less: income attributable to Class A ordinary shares subject to possible redemption		369		369

Net loss attributable to TradeUP Global Corporation	$	(22,918)	$	(27,428)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,812,751		1,651,357

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00

Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation		1,208,124		1,122,189

Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.02)	$	(0.02)


	Preference shares			Ordinary Shares						Additional				Total
				Class A			Class B			Paid-in		Accumulated		Shareholders'
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance as of January 26, 2021 (inception)	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—
Founder shares issued to initial shareholder	—		—	—		—	1,150,000		115		24,885		—		25,000
Net loss	—		—	—		—	—		—		—		(4,510)		(4,510)
Balance as of March 31, 2021	—	$	—	—	$	—	1,150,000	$	115	$	24,885	$	(4,510)	$	20,490
Sale of units through public offering	—		—	4,000,000		400	—		—		39,999,600		—		40,000,000
Sale of over-allotment units				488,986		49					4,889,811				4,889,860
Underwriters' discount	—		—	—		—	—		—		(897,797)		—		(897,797)
Underwriters' marketing fees	—		—	—		—	—		—		(1,571,145)		—		(1,571,145)
Other offering expenses	—		—	—		—	—		—		(936,370)		—		(936,370)
Sale of private placement shares	—		—	224,780		22	—		—		2,247,778		—		2,247,800
Forfeiture of Class B ordinary shares by initial shareholder	—		—	—		—	(27,753)		(3)		3		—		—
Conversion of Class B founder shares into Class A ordinary shares	—		—	850,000		85	(850,000)		(85)		—		—		—
Class A Ordinary shares subject to possible redemption	—		—	(3,873,028)		(387)	—		—		(38,729,893)		—		(38,730,280)
Net loss	—		—	—		—	—		—		—		(22,549)		(22,549)
Balance as of June 30, 2021	—	$	—	1,690,738	$	169	272,247	$	27	$	5,026,872	$	(27,059)	$	5,000,009


	For the Period from
	January 26, 2021
	(inception) through
	June 30, 2021
Cash Flows from Operating Activities:
Net loss	$	(27,059)
Interest earned on investment held in Trust Account		(428)
Changes in operating assets and liabilities:
Prepaid expenses		(35,233)
Accounts payable and accrued expenses		16,547
Net Cash Used in Operating Activities		(46,173)
Cash Flows from Investing Activities:
Purchase of investment held in Trust Account		(44,889,860)
Net Cash Used in Investing Activities		(44,889,860)

Cash Flows from Financing Activities:
Proceeds from sale of units through public offering		40,000,000
Proceeds from sale of over-allotment units		4,889,860
Payment of underwriters' discount		(897,797)
Payment of offering costs		(624,050)
Proceeds from sale of private placement shares		2,247,800
Proceeds from issuance of promissory note to related party		220,000
Repayment of promissory note to related party		(225,000)
Proceeds from related party loans		28,000
Net Cash Provided by Financing Activities		45,638,813

Net Change in Cash		702,780

Cash at beginning of period		—
Cash at end of period	$	702,780

Supplemental Disclosure of Non-cash Financing Activities
Offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Offering costs paid by promissory note - related party	$	5,000
Accrued deferred offering costs	$	282,320
Deferred underwriting compensation	$	1,571,145
Initial classification of Class A ordinary shares subject to redemption	$	38,858,260
Change in value of Class A ordinary shares subject to possible redemption	$	(127,980)


			For the Period
			from January 26,
	For the Three		2021 (inception)
	Months Ended		through June 30,
Class A Ordinary Shares subject to possible redemption	June 30, 2021		2021
Numerator:
Interest earned on investment held in Trust Account ⁽¹⁾	$	369	$	369
Net income allocable to Class A ordinary shares subject to possible redemption	$	369	$	369
Denominator:
Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		2,812,751		1,651,357
Basic and diluted net income per share, Class A ordinary shares subject to possible redemption	$	0.00	$	0.00


Description	Level	June 30, 2021
Assets:
Trust Account - U.S. Treasury Securities Money Market Fund	1	$	44,890,288


No.		Description of Exhibit

31.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104		Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document


	TRADEUP GLOBAL CORPORATION

Date: August 13, 2021

	By:	/s/ Jianwei Li
		Jianwei Li
		Co-Chief Executive Officer and Chairman
		(Principal Executive Officer)

	By:	/s/ Luqi Wen
		Luqi Wen
		Chief Financial Officer and Secretary
		(Principal Financial Officer and Accounting Officer)

SEC Form 10-Q filed by TradeUP Global Corporation