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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.
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 |
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false
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Document Period End Date |
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|
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--12-31
|
Entity File Number |
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|
Entity Registrant Name |
TRADEUP ACQUISITION CORP.
|
Entity Central Index Key |
0001844417
|
Entity Tax Identification Number |
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|
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DE
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|
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|
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|
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TradeUP Acquisition (NASDAQ:UPTDU)
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