UPTDU TradeUP Acquisition Corporation

 

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 17, 2023

 

TRADEUP ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40608		86-1314502
(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 ☒

 

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 17, 2023, TradeUP Acquisition Corp. (the “Company”) held a special meeting in lieu of its 2023 annual meeting of stockholders (the “Special Meeting”), where the stockholders of the Company approved the Company to, among others, amend the Investment Management Trust Agreement dated July 14, 2021, as amended on December 29, 2022 (the “Trust Agreement”), by and between the Company and Wilmington Trust, National Association (the “Trustee”) to extend the liquidation date from July 19, 2023 to July 14, 2024. Upon the stockholders’ approval, on July 17, 2023, the Company and the Trustee entered into the amendment to the Trust Agreement. A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

At the Special Meeting, the stockholders of the Company also approved the proposal to amend the Company’s amended and restated certificate of incorporation (the “Charter”) to extend the date before which the Company must complete a business combination from July 19, 2023 to July 14, 2024 or such earlier date as determined by the board of directors of the Company (such extension is herein referred to as the “Extension”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended (the “Extension Proposal”). Upon the stockholders’ approval, on July 17, 2023, the Company filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On July 17, 2023, the Company held the Special Meeting. On June 13, 2023, the record date for the Special Meeting, there were 2,329,920 shares of common stock of the Company entitled to be voted at the Special Meeting, approximately 88.2% of which were represented in person or by proxy at the special meeting.

 

The final results for each of the matters submitted to a vote of the Company’s stockholders at the special meeting are as follows:

 

1. The Extension Proposal

 

The stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date before which the Company must complete a business combination from July 19, 2023 to July 14, 2024 or such earlier date as determined by the board of directors of the Company (such extension is herein referred to as the “Extension”), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended (the “Extension Proposal”). Upon the stockholders’ approval, for each public share that is not redeemed by the stockholder in connection with the Extension, for each monthly period, or portion thereof during the Extension, the Company will deposit $0.05 per public share per month in the trust account. The voting results were as follows:

 

FOR		AGAINT		ABSTAIN
1,908,849		6,306		0

 

 

2. The Trust Amendment Proposal

 

The stockholders approved the proposal to amend the Investment Management Trust Agreement, dated July 14, 2021, as amended on December 29, 2022, by and between the Company and Wilmington Trust, National Association, acting as trustee, to extend the liquidation date from July 19, 2023 to July 14, 2024 (the “Trust Amendment Proposal”). The voting results were as follows:

 

FOR		AGAINT		ABSTAIN
1,908,849		6,306		0

 

3. The Directors Election Proposal

 

The stockholders re-elected Mr. Tao Jiang and Mr. James as Class II directors of the Company to serve three-year term till the 2026 annual meeting of stockholders or until their successors are elected and qualified. The voting results were as follows:

 

FOR		WITHHOLD
1,906,559		8,596

 

4. The Auditor Appointment Proposal

 

The stockholders ratified the engagement of Marcum LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The voting results were as follows:

 

FOR		AGAINT		ABSTAIN
2,055,472		105		0

 

Item 8.01. Other Events.

 

In connection with the votes to approve the Extension Proposal, 161,566 shares of common stock were rendered for redemption.

 

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation, adopted by stockholders of the Company on July 17, 2023 and filed with the Secretary of State of the State of Delaware on July 17, 2023
10.1		Amendment to the Investment Management Trust Agreement dated July 17, 2023, between the Company and Wilmington Trust, National Association.
104		Cover Page Interactive Data File (formatted in Inline XBRL).

 

 

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/ Weiguang Yang
	Name:	Weiguang Yang
	Title:	Co-Chief Executive Officer
Date: July 19, 2023

 

 

4

Exhibit 3.1

 

State of Delaware
Secretary of State
Division of Corporations
Delivered 12:46 PM 07/17/2023		AMENDMENT
FILED 12:46 PM 07/17/2023		TO THE
SR 20233008770 - File Number 4571028		AMENDED AND RESTATED
		CERTIFICATE OF INCORPORATION OF TRADEUP ACQUISITION CORP.

 

July 17, 2023

 

TradeUP Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:

 

1. The name of the Corporation is “TradeUP Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 6, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation of the Corporation (the “Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on July 14, 2021.

 

2. An amendment to the Amended and Restated Certificate the (the “First Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on December 29, 2022

 

3. This Amendment to the First Amended and Restated Certificate (“Second Amendment”) amends the First Amended and Restated Certificate.

 

4. This Second Amendment, which both restates and amends the provisions of the First Amended and Restated Certificate, was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 228 and 242 of the General Corporation Law of the State of Delaware.

 

5. This Second Amendment shall become effective on the date of filing with the Secretary of State of the State of Delaware.

 

6. The text of Section 9.1(b) is hereby amended and restated to read in full as follows:

 

(b) Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option, if any) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 19, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement (the “Trust Agreement”). Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by July 14, 2024 or such earlier date as may be determined by the Board (or, if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open) (the “Deadline Date”) and (iii) the redemption of shares in connection with a stockholder vote to amend any provisions of this Amended and Restated Certificate (a) to modify the substance or timing of the Corporation’s obligation to provide for the redemption of the Offering Shares in connection with an initial Business Combination or to redeem 100% of such shares if the Corporation has not consummated an initial Business Combination by the Deadline Date or (b) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”

 

[signature page follows]

 

 

IN WITNESS WHEREOF, TradeUP Acquisition Corp. has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.

 

	TradeUP Acquisition Corp.
	By:	/s/ Weiguang Yang
		Name:	Weiguang Yang
		Title:	Co-Chief Executive Officer

 

 

 

 

Exhibit 10.1

 

TRUST AMENDMENT

 

July 17, 2023

 

THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July17, 2023, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated July 14, 2021, as further amended on December 29, 2022, by and between the parties hereto (the “Trust Agreement”).

 

WHEREAS, a total of $45,186,000 was placed in the Trust Account from the Offering and sale of Private Placement Shares;

 

WHEREAS, on December 22, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”), whereas the stockholders of the Company approved the amendment to the Trust Agreement, and the Company and the Trustee amended the Trust Agreement on December 29, 2023 accordingly.

 

WHEREAS, Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account after (x) receipt of, and only in accordance with, a Termination Letter; or (y) upon the date which is the later of (i) July 19, 2023 and (ii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date;

 

WHEREAS, Section 6(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the approval of the holders of the affirmative vote of sixty-five percent (65%) of the then outstanding shares of Common Stock, par value $0.0001 per share, of the Company voting together as a single class (the “Consent of the Stockholders”);

 

WHEREAS, the Company obtained the Consent of the Stockholders to approve this Amendment; and

 

WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

 

1.

Amendments to Trust Agreement.

 

(a)

The fourth recital to the Trust Agreement is hereby amended and restated as follows:

 

WHEREAS, on July 17, 2023, the Company’s stockholders approved an extension of the deadline to consummate an initial Business Combination from July 19, 2023 to July 14, 2024 or such earlier date as may be determined by the board of the directors of the Company; and

 

(b)

Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:

 

(i) Commence liquidation of the Trust Account only after and within two business days following (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by an Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date which is the later of (1) July 14, 2024 or such an earlier date as may be determined by the board of the directors of the Company and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;

 

 

2. Miscellaneous Provisions.

 

2.1. Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.

 

2.2. Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 

2.3. Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York.

 

2.4. Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.

 

2.5. Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.

 

2.6. Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

 

[Signature Page to Follow]

 

 

IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.

 

	TRADEUP ACQUISITION CORP.
	By:	/s/ Weiguang Yang
	Name:	Weiguang Yang
	Title:	Co-Chief Executive Officer
	Wilmington Trust, National Association, as Trustee
	By:	/s/ David B. Young
	Name:	David B. Young
	Title:	Vice President

 

[signature page to the trust amendment]

 

 

 

 

v3.23.2

Cover	Jul. 17, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 17, 2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-40608
Entity Registrant Name	TRADEUP ACQUISITION CORP.
Entity Central Index Key	0001844417
Entity Tax Identification Number	86-1314502
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	437 Madison Avenue
Entity Address, Address Line Two	27th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	732
Local Phone Number	910-9692
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one-half of one Warrant
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one-half of one Warrant
Trading Symbol	UPTDU
Security Exchange Name	NASDAQ
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	UPTD
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	UPTDW
Security Exchange Name	NASDAQ

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