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 September 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 November 5, 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.

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TRADEUP GLOBAL CORPORATION

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

		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 Deficit (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	21
	Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	28
	Item 4. Controls and Procedures	29
Part II. Other Information		30
	Item 1. Legal Proceedings	30
	Item 1A. Risk Factors	30
	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
	Item 3. Defaults Upon Senior Securities	30
	Item 4. Mine Safety Disclosures	31
	Item 5. Other Information	31
	Item 6. Exhibits	31
Part III. Signatures		33

Some of the statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Quarterly Report on Form 10-Q may include, for example, statements about:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business combination;

●

our expectations around the performance of the prospective target business;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

our ability to consummate an initial business combination due to the uncertainty resulting from the recent COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases);

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●

the ability of our officers and directors to generate a number of potential business combination opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance;

●

the trust account not being subject to claims of third parties; or

●

our financial performance following the Initial Public Offering.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in our Registration Statement on Form S-1 filed with the SEC and in our other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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TRADEUP GLOBAL CORPORATION

CONDENSED BALANCE SHEET

(Unaudited)


	September 30, 2021
Assets
Current assets
Cash	$	50,337
Prepaid expenses		154,291
Total Current Assets		204,628

Investments held in Trust Account		44,890,978
Total Assets	$	45,095,606

Liabilities, Temporary Equity, and Shareholders' Deficit
Related party loans	$	346,017
Total Current Liabilities		346,017

Deferred underwriters' marketing fees		1,571,145
Total Liabilities		1,917,162

Commitments and Contingencies

Ordinary shares subject to possible redemption, 4,488,986 shares at redemption value of $10.00 per share		44,889,860

Shareholders' Deficit:
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, 1,074,780 issued and outstanding (excluding 4,488,986 shares subject to possible redemption)		107
Class B ordinary shares, $0.0001 par value, 20,000,000 shares authorized, 272,247 shares issued and outstanding		27
Additional paid-in capital		—
Accumulated deficit		(1,711,550)
Total Shareholders' Deficit		(1,711,416)
Total Liabilities, Temporary Equity, and Shareholders' Deficit	$	45,095,606

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TRADEUP GLOBAL CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)


			For the Period
	For the		from January 26, 2021
	Three Months Ended		(inception) through
	September 30, 2021		September 30, 2021

Formation and operating costs	$	552,535	$	580,022
Loss from operations		(552,535)		(580,022)

Other income:
Interest earned on investment held in Trust Account		690		1,118

Loss before income taxes		(551,845)		(578,904)

Income taxes		—		—

Net loss	$	(551,845)	$	(578,904)

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption		4,488,986		2,708,288

Basic and diluted net (loss) income per share, Class A ordinary shares subject to possible redemption	$	(0.09)	$	0.37

Basic and diluted weighted average shares outstanding, Ordinary shares attributable to TradeUP Global Corporation		1,347,027		1,205,934

Basic and diluted net loss per share, Ordinary shares attributable to TradeUP Global Corporation	$	(0.09)	$	(1.32)

The accompanying notes are an integral part of these unaudited condensed financial statements.

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TRADEUP GLOBAL CORPORATION

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT

(Unaudited)


				Ordinary Shares						Additional				Total
	Preference Shares			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)		—		—		—
Reclassification of ordinary shares subject to redemption	—		—	(4,488,986)		(449)	—		—		(43,624,293)		—		(43,624,742)
Allocation of offering costs to ordinary shares subject to redemption	—		—	—		—	—		—		3,309,341		—		3,309,341
Accretion of carrying value to redemption value	—		—	—		—	—		—		(3,441,813)		(1,132,646)		(4,574,459)
Net loss	—		—	—		—	—		—		—		(22,549)		(22,549)
Balance as of June 30, 2021	—		—	1,074,780		107	272,247		27		—		(1,159,705)		(1,159,571)
Net loss	—		—	—		—	—		—		—		(551,845)		(551,845)
Balance as of September 30, 2021	—	$	—	1,074,780	$

SEC Form 10-Q filed by TradeUP Global Corporation