Full Press Release Details
Index to Financial Statement
| Report of Independent Registered Public Accounting Firm | F-2 | |
| Balance Sheet as of July 19, 2021 | F-3 | |
| Notes to Financial Statement | F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
To the Board of Directors and Stockholders of
TradeUP Acquisition Corp.
Opinion on the Financial Statement
We have audited the accompanying balance sheet
of TradeUP Acquisition Corporation (the "Company") as of July 19, 2021, and the related notes (collectively referred to as
the "financial statement"). In our opinion, the financial statement presents fairly, in all material respects, the financial
position of the Company as of July 19, 2021 in conformity with accounting principles generally accepted in the United States of America.
This financial statement is the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statement based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statement is free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of
internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess
the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures that respond to
those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement.
Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion.
We have served as the Company's auditor
| TRADEUP ACQUISITION CORP. | ||||
| BALANCE SHEET | ||||
| JULY 19, 2021 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash | $ | 897,948 | ||
| Total current assets | 897,948 | |||
| Cash and investments held in trust account | 40,800,004 | |||
| Total Assets | $ | 41,697,952 | ||
| Liabilities and Stockholders' Equity | ||||
| Current liabilities: | ||||
| Accrued offering costs and expenses | $ | 110,300 | ||
| Total current liabilities | 110,300 | |||
| Deferred underwriting fee payable | 1,400,000 | |||
| Total Liabilities | 1,510,300 | |||
| Commitments and Contingencies | ||||
| Common stock subject to possible redemption, 3,449,769 shares at conversion value of $10.20 per share | 35,187,644 | |||
| Stockholders' Equity: | ||||
| Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | - | |||
| Common stock, $0.0001 par value; 30,000,000 shares authorized; 1,995,231 shares issued and outstanding (1) | ||||
| (excluding 3,449,769 shares subject to possible redemption) | 200 | |||
| Additional paid-in capital | 5,004,182 | |||
| Accumulated deficit | (4,374 | ) | ||
| Total Stockholders' Equity | 5,000,008 | |||
| Total Liabilities and Stockholders' Equity | $ | 41,697,952 |
| (1) On July 21, 2021, the underwriters partially exercised the over-allotment option to 430,000 units. This number includes up to 42,500 shares of common stock subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
| The accompany notes are an integral part of the financial statement. |
TRADEUP ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
Note 1 - Organization and Business Operation
TradeUP Acquisition Corp. (the "Company")
is a newly organized blank check company incorporated as a Delaware corporation on January 6, 2021. The Company was formed for the purpose
of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with
one or more businesses (the "Business Combination"). The Company has not selected any Business Combination target and it has
not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any Business Combination target
with respect to the Business Combination. The Company has selected December 31 as its fiscal year end.
As of July 19, 2021, the Company had not commenced
any operations. For the period from January 6, 2021 (inception) through July 19, 2021, the Company's efforts have been limited to
organizational activities as well as activities related to the Initial Public Offering (as defined below in Note 3). The Company will
not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement for the Company's
Initial Public Offering became effective on July 14, 2021. On July 19, 2021, the Company consummated the Initial Public Offering of 4,000,000
units (the "Public Units"), which excludes the over-allotment option in the amount of 600,000 Public Units, at $10.00 per
Public Unit, generating gross proceeds of $40,000,000 which is described in Note 3. On July 21, 2021, the underwriters partially exercised
the over-allotment option and purchased 430,000 units (the "Option Units") at a price of $10.00 per Option Unit, generating
gross proceeds of $4,300,000.
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 295,000 shares of Common Stock (the "Private Placement Shares") at a
price of $10.00 per share in a private placement sale (the "Private Placement") to the Company's founders, or initial
stockholders, include Tradeup INC. and its sponsor TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the "Sponsor"),
generating gross proceeds of $2,950,000, which is described in Note 4. On July 21, 2021, the Company consummated the sale of additional
17,200 Private Placement Shares (the "Additional Private Placement Shares") with the Sponsor at a price of $10.00 per Private
Placement share, generating total proceeds of $172,000.
Transaction costs amounted to $2,782,974, consisting
of $800,000 of underwriting fees, $1,400,000 of Business Combination Fee (defined in Note 6 below) and $582,974 of other offering costs.
In addition, at July 19, 2021, cash of $897,948 were held outside of the Trust Account (as defined below) and is available for the
payment of offering costs and for working capital purposes.
Following the closing of the Initial Public Offering
on July 19, 2021, an amount of $40,000,000 from the net proceeds of the sale of the Public Units in the Initial Public Offering was placed
in a trust account (the "Trust Account") maintained by Wilmington Trust, National Association as a trustee. The aggregate
amount of $40,800,000 ($10.20 per Public Unit) will be invested in United States "government securities" within the meaning
of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury
obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the
investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long
term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), the Company intends to avoid
being deemed an "investment company" within the meaning of the Investment Company Act. The Initial Public Offering is not
intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended
as a holding place for funds pending the earliest to occur of either: (i) the completion of the Company's initial Business
Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company's
amended and restated memorandum and articles of association that would affect the substance or timing of the Company's obligation
to provide for the redemption of its public shares in connection with an initial Business Combination or to redeem 100% of its public
shares if the Company has not consummated an initial Business Combination within 18 months from the closing of the Initial Public
Offering; or (iii) absent an initial Business Combination within 18 months from the closing of the Initial Public Offering,
its return of the funds held in the Trust Account to its public shareholders as part of its redemption of the public shares. The proceeds
deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority
over the claims of the Company's public shareholders.
TRADEUP ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
The Company's initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in
the Trust Account (excluding the Business Combination Fee and taxes payable and interest previously released for working capital purposes
on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company
will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). There is no
assurance that the Company will be able to complete a Business Combination successfully.
The shares of common stock subject to
redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public
Offering, in accordance with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from
Equity." In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least
$5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the issued
and outstanding shares voted are voted in favor of the Business Combination. The Company will have only 18 months from the closing
of the Initial Public Offering to complete the initial Business Combination (the "Combination Period"). If the Company
is unable to complete the initial Business Combination within the Combination Period, the Company will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem
the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account