UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 20-F

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(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934

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

For the fiscal year ended ________________

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

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

Date of event requiring this shell company report April 29, 2022

Commission file number: 001-40368

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SAI.TECH GLOBAL CORPORATION
(Exact name of Registrant as specified in its charter)

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Cayman Islands
(Jurisdiction of incorporation or organization)

#01-05 Pearl’s Hill Terrace
Singapore, 168976
(Address of principal executive offices)

Ian Zou
#01-05 Pearl’s Hill Terrace
Singapore, 168976
Telephone: +65 9656 5641
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

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

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.0001 per share	SAI	The Nasdaq Stock Market LLC
Warrants exercisable to purchase Ordinary Shares	SAITW	The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Table of Contents

Indicate the number of outstanding shares of each of the issuer’s classes of capital stock or common stock as of the close of business covered by this shell company report.

On May 25, 2022, the issuer had 12,933,653 Class A Ordinary Shares of par value $0.0001 each.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

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, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Emerging growth company		☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐

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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒

International Financial Reporting Standards as issued by the International Accounting Standards Board ☐

Other ☐

If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐

Table of Contents

TABLE OF CONTENTS

		Page
EXPLANATORY NOTE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		viii
PART I		1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		1
A. Directors and Senior Management		1
B. Advisers		1
C. Auditors		1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		1
ITEM 3. KEY INFORMATION		1
A. [Reserved]		1
B. Capitalization and Indebtedness		1
C. Reasons for the Offer and Use of Proceeds		1
D. Risk Factors		1
ITEM 4. INFORMATION ON THE COMPANY		57
A. History and Development of the Company		57
B. Business Overview		57
C. Organizational Structure		72
D. Property, Plants and Equipment
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS		73
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES		73
A. Directors and Senior Management		73
B. Compensation		74
C.Board Practices		78
D. Employees		82
E. Share Ownership		82
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS		82
A. Major Shareholders		82
B. Related Party Transactions		84
C. Interests of Experts and Counsel		87
ITEM 8. FINANCIAL INFORMATION		88
A. Consolidated Statements and Other Financial Information		88
B. Significant Changes		88
ITEM 9. THE OFFER AND LISTING		88
A. Offering and Listing Details		88
B. Plan of Distribution		88
C. Markets		88
D. Selling Shareholders		88
E. Dilution		88
F. Expenses of the Issue		88
ITEM 10. ADDITIONAL INFORMATION		89
A. Share Capital		89
B. Memorandum and Articles of Association		96
C. Material Contracts		96
D. Exchange Controls		96
E. Taxation		96
F. Statement by Experts		99
G. Documents on Display		99
H. Subsidiary Information		99

Table of Contents

		Page
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		99
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES		100
PART II		101
PART III		105
ITEM 17. FINANCIAL STATEMENTS		105

SEC Form 20-F filed by TradeUP Global Corporation