Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - TradeUP Acquisition Corp. | tm2122516d1_ex99-1.htm |
| EX-10.6 - EXHIBIT 10.6 - TradeUP Acquisition Corp. | tm2122516d1_ex10-6.htm |
| EX-10.5 - EXHIBIT 10.5 - TradeUP Acquisition Corp. | tm2122516d1_ex10-5.htm |
| EX-10.4 - EXHIIBIT 10.4 - TradeUP Acquisition Corp. | tm2122516d1_ex10-4.htm |
| EX-10.3 - EXHIBIT 10.3 - TradeUP Acquisition Corp. | tm2122516d1_ex10-3.htm |
| EX-10.2 - EXHIBIT 10.2 - TradeUP Acquisition Corp. | tm2122516d1_ex10-2.htm |
| EX-10.1 - EXHIBIT 10.1 - TradeUP Acquisition Corp. | tm2122516d1_ex10-1.htm |
| EX-4.1 - EXHIBIT 4.1 - TradeUP Acquisition Corp. | tm2122516d1_ex4-1.htm |
| EX-3.1 - EXHIBIT 3.1 - TradeUP Acquisition Corp. | tm2122516d1_ex3-1.htm |
| EX-1.2 - EXHIBIT 1.2 - TradeUP Acquisition Corp. | tm2122516d1_ex1-2.htm |
| EX-1.1 - EXHIBIT 1.1 - TradeUP Acquisition Corp. | tm2122516d1_ex1-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2021
TRADEUP ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-40608 | 85-1314502 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
| 437 Madison Avenue, 27th Floor, New York, New York | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
(732) 910-9692
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and one-half of one Warrant | UPTDU | The Nasdaq Stock Market LLC | ||
|
Common Stock, par value $0.0001 per share |
UPTD | The Nasdaq Stock Market LLC | ||
|
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
UPTDW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company x
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On July 14, 2021, the Registration Statement on Form S-1 (File No. 333-253322) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of TradeUP Acquisition Corp. (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On July 19, 2021 the Company consummated the IPO of 4,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value per share (the “Common Stock”), and one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $40,000,000.
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 295,000 shares of Common Stock (the “Private Placement Shares”) to the Company’s founders, TradeUP Acquisition Sponsor LLC (the “Sponsor”) and Tradeup INC. (collectively with Sponsor, the “Founders”), at a purchase price of $10.00 per Private Placement Share, generating gross proceeds to the Company of $2,950,000. The Private Placement Shares are identical to the shares of Common Stock sold as part of the Units in the IPO, except that the Founders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination.
In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement:
| · | an Underwriting Agreement, dated July 14, 2021, among the Company, US Tiger Securities, Inc., EF Hutton, division of Benchmark Investments, LLC, and R. F. Lafferty & Co., Inc. as representatives of the several underwriters; |
| · | a Business Combination Marketing Agreement, dated July 14, 2021, among the Company, US Tiger Securities, Inc., EF Hutton, division of Benchmark Investments, LLC, and R. F. Lafferty & Co., Inc.; |
| · | a Private Placement Shares Purchase Agreement, dated July 14, 2021, among the Company and the Founders; |
| · | a Warrant Agreement, dated July 14, 2021, between the Company and VStock Transfer, LLC, as warrant agent; |
| · | an Investment Management Trust Agreement, dated July 14, 2021, between the Company and Wilmington Trust, National Association, as trustee; |
| · | a Registration Rights Agreement, dated July 14, 2021, between the Company, the Founders and certain other security holders of the Company; |
| · | a Letter Agreement, dated July 14, 2021, between the Company, the Founders and certain security holders named therein; |
| · | Indemnity Agreements, dated July 14, 2021, between the Company and each of its officers and directors. |
The Underwriting Agreement and Business Combination Marketing Agreement, are included as Exhibit 1.1 and Exhibit 1.2, respectively, the Warrant Agreement is included as Exhibit 4.1, and the Letter Agreement, Investment Management Trust Agreement, Registration Rights Agreement, Private Placement Shares Purchase Agreement, and form of Indemnity Agreement are included as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, hereto, and each such exhibits are incorporated by reference herein.
| Item 3.02 | Unregistered Sales of Equity Securities |
Substantially concurrently with the closing of the IPO, the Company completed the private sale of 295,000 Private Placement Shares to the Founders at a purchase price of $10.00 per Private Placement Share, among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC. purchased 59,000 Private Placement Shares, generating gross proceeds to the Company of $2,950,000. The Private Placement Shares are identical to the shares of Common Stock sold as part of the Units in the IPO, except that the Founders have agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Effective July 14, 2021, in connection with the effectiveness of the Registration Statement, Weston Twigg, Tao Jiang and James Long became directors of the Company. In addition, pursuant to the amended and restated certificate incorporation of the Company, the board of directors was classified and the term of office of each of the directors shall expire as follows: Class I, with a term expiring at the 2022 annual general meeting – Weston Twigg; Class II, with a term expiring at the 2023 annual general meeting – Tao Jiang and James Long; and Class III, with a term expiring at the 2024 annual general meeting – Jianwei Li and Weiguang Yang.
The board has determined that each of Messrs. Twigg, Jiang and Long are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934 (“Exchange Act”), and has determined that Mr. Twigg qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Messrs. Twigg, Jiang and Long will serve as members of the audit committee, with Mr. Twigg serving as chair of the audit committee.
Substantially concurrently with the closing of the IPO, the Founders transferred 10,000 shares of Common Stock to each of Messrs. Twigg, Jiang and Long at the same price originally paid by the Founders for such shares, pursuant to a certain securities assignment agreement (the “Securities Assignment Agreement”) dated July 14, 2021 among independent directors and the founders. Pursuant to the Securities Assignment Agreement, each of Messrs. Twigg, Jiang and Long has the right to purchase from the founder additional 10,000 shares of Common Stock at the same price upon the closing of a business combination, subject to certain conditions. The Company will reimburse the directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors.
Other than as set forth in Item 1.01 and above, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
The Securities Assignment Agreement is included as Exhibits 10.6 hereto, and incorporated by reference herein.
| Item 5.03 | Amendments to Certificate of Incorporation. |
On July 14, 2021, the Company adopted its Amended and Restated Certificate of Incorporation. The Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
| Item 8.01 | Other Events. |
A total of $40,800,000, comprised of $40,000,000 of the proceeds from the IPO (which amounts includes $1,400,000 of the underwriter’s marketing fee pursuant to the Business Combination Marketing Agreement) and $800,000 of the proceeds from the Private Placement, were placed in a U.S.-based trust account maintained by Wilmington Trust, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 18 months from the closing of the IPO, subject to applicable law.
On July 14, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TradeUP Acquisition Corp. | ||
| By: | /s/ Jianwei Li | |
| Name: | Jianwei Li | |
| Title: | Chairman and Co-Chief Executive Officer | |
| Date: July 19, 2021 | ||