TradeUP Global Corp

Both classes of the continuing company's shares are registered, and the Class B line is nearly half the Class A line, so the post-closing capital structure is not single-class and a share count taken from the Class A figure alone understates it. The document's own wording is defective in this passage — it reads that Merger Sub 'will merger with and into SAI' and repeats 'the merger and the merger' — and is quoted as printed rather than tidied.

The approval path is unusually explicit about conflicts. The audit committee, stated to consist solely of independent and disinterested directors, made the determination and recommended the agreement to the board, and the board approved it unanimously other than Jianwei Li, who abstained — a named abstention rather than a bare unanimity claim. The letter also tells shareholders outright that TradeUP's directors and officers have interests in the business combination different from or additional to those of shareholders generally.

Two classes are offered rather than one, and a substantial Class B block accompanies the Class A, so the post-combination voting structure is settled in this document rather than left to a later charter amendment. The agreement has also been amended twice since signing, most recently about a month before this filing, so a reader comparing terms should work from the Second Amendment and not from the original agreement.

Both the amount and the accounting reversed direction from the earlier amendments. Footnote (1) here states that the registered Class A count does not include Class A shares issuable on conversion of the registered Class B shares — the opposite of the treatment printed in Amendment No. 2, accession 0001213900-21-067781 — so the two lines can now be added where previously they overlapped, and the registered totals fell. The $9.80 price is still the Nasdaq high/low average for the Class A shares on October 15, 2021 under Rule 457(c), a date more than three months before this filing.

Unlike most F-4s here the registrant is the SPAC itself, a Cayman Islands exempted company, so no new holdco is interposed and holders keep TradeUP shares under a new name. The two registered lines overlap rather than add: footnote (1) states the Class A count includes Class A shares issuable on conversion of the Class B shares one-for-one. Both lines are priced at $9.80, the Nasdaq high/low average for the Class A shares on October 15, 2021 under Rule 457(c), giving $223,440,078.40 and $114,461,109.00 against a stated total of $337,901,187.40. The fee of $31,323.44 is marked previously paid.

The fee section is character-for-character identical to Amendment No. 2, accession 0001213900-21-067781, once HTML entities are normalised, so nothing about the registered securities moved between versions; whatever this amendment changed lies in the prospectus body. The registrant is the SPAC itself, a Cayman Islands exempted company, and under the business combination agreement dated September 27, 2021 TGC Merger Sub combines with SAITECH Limited — the document prints this as "will merger with and into SAI" — leaving SAI a subsidiary and TradeUP renamed SAI.TECH Global Corporation.