Estrella Immunopharma, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2021, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were not effective, due to the restatement related to the classification of redeemable ordinary shares as of July 19, 2021 and management has identified a material weakness in internal controls related to the accounting for complex equity instruments in connection with our initial public offering. In light of this material weakness, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Amendment present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 22 Table of Contents Management’s Annual Report on Internal Control over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2021. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31, 2021, due solely to the material weakness in internal controls related to the accounting for complex equity instruments in connection with our initial public offering. In light of this material weakness, we performed additional analyses as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None. ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table sets forth information about our directors and executive officers as of the date of this annual report. 23 Table of Contents Name Age ​ Position Jianwei Li ​ 43 ​ Chairman, Co-Chief Executive Officer Weiguang “James” Yang ​ 39 ​ Co-Chief Executive Officer, Director Luqi “Lulu” Wen ​ 40 ​ Chief Financial Officer, Secretary Weston Twigg ​ 48 ​ Director Tao Jiang ​ 52 ​ Director James Long ​ 50 ​ Director ​ Below is a summary of the business experience of each of our executive officers and directors: Mr. Jianwei Li , has been our Co-CEO and chairman shortly since the inception. Mr. Li is also Chairman and Co-Chief Executive Officer of another blank check company named TradeUP Global and TradeUP 88. Mr. Li has served as the founding and managing partner of Zhencheng Capital, specializing in early-stage investments since May 2016. Form May 2015 to May 2016, Mr. Li served as Chief Investment Officer and Partner at ZhenFund, an early-stage investment firm. From July 2011 to May 2015, Mr. Li served as Vice President at Sequoia Capital China and led the investments in AI hardware and corporate service sectors. From February 2007 to June 2011, Mr. Li served as the Vice President at Fidelity Growth Partners Asia and oversaw investments in the TMT sector. From July 2004 to January 2007, Mr. Li was a consultant at Boston Consulting Group. Mr. Li holds his Bachelor’s degree and Master’s degree from Beijing University of Posts and Telecommunications. Mr. Li was ranked #88 on 2020 Forbes China top 100 venture investors. Mr. Weiguang “James” Yang , has been our Co-CEO and director shortly after the inception. Mr. Yang currently serves as the President, Chairman, and Chief Executive Officer of Zhongchao, Inc., a Nasdaq-listed company (Nasdaq: ZCMD) which he founded in 2012. From June 2013 to June 2016, Mr. Yang served as the first Chinese board member on the Global Alliance for Medical Education (GAME), a non-for-profit organization dedicated to the advancement of innovation in medical education throughout the world. From October 2005 to July 2012, Mr. Yang was the general manager at Medwork, a continuing medical education company. Mr. Yang obtained a Bachelor’s degree in Clinical Medicine Science (traumatic surgery) from Gannan Medical University in 2005. Mr. Yang also attended the master course of Social Medicine and Health Management as continuing education from 2006 to 2008 in Capital Medical University of China. From 2010 to 2012, Mr. Yang took part in the master course of Integrated Marketing Communication in Tsinghua University. Ms. Luqi “Lulu” Wen , has been our Chief Financial Officer and secretary of the company shortly after the inception. Ms. Wen currently is also Chief Financial Officer of another blank check company named TradeUP Global and TradeUP 88. Ms. Wen has been the financial director of Zhencheng Capital since May 2016. Form August 2011 to May 2016, Ms. Wen served as the senior finance manager in Harvest fund, a Chinese institutional asset manager. She also worked as a financial reporting manager at DHL-Sinotrans from 2007 through 2010 and senior financial analyst at Lenovo Greater China from 2005 to 2007. Ms. Wen received her Bachelor’s degree from Sichuan University in Business Administration and Master’s degree from University of Leeds in International Finance. In addition, she holds CFA and ACCA designations. Mr. Weston Twigg , our independent director. Mr. Twigg is currently a Managing Director and Equity Research Analyst leading the Industry 4.0 Software and Systems research practice at Piper Sandler, which he joined in July, 2021. Before joining Piper Sandler, he was a Managing Director and Equity Research Analyst leading the semiconductor equity research group at KeyBanc Capital Markets (2014 - 2021). Before joining KeyBanc Capital Markets, Mr. Twigg was an Associate Equity Analyst (2005-2007), Senior Equity Analyst (2007- 2012) and Principal (2012 to 2014) at Pacific Crest Securities until that Pacific Crest Securities was acquired by KeyBanc Capital Markets in September 2014. Prior to joining Pacific Crest Securities, Mr. Twigg worked in the semiconductor industry as a senior engineer at Intel from 2000 to 2005, and before that, as a process engineer at Samsung from 1998 to 2000. Mr. Twigg received his MBA degree from the Michael G. Foster School of Business, University of Washington, his Master of Science degree in Chemical Engineering from Michigan State University, and his Bachelor of Arts degree in Chemistry from Albion College. Mr. Twigg was recognized as one of the Top Ten Stock Pickers in the U.S. by Financial Times in 2011. 24 Table of Contents Mr. Tao Jiang , our independent director. Mr. Jiang is also a director of TradeUP Global and a director nominee of TradeUP 88. Mr. Jiang is the Founder & Chairman of China Software Developer Community (CSDN), and the founding partner of GeekFounders. Mr. Jiang has over 25 years of experience in the software and internet industry as a programmer, entrepreneur, and angel investor. In 1999, Mr. Jiang founded CSDN, a professional Chinese IT technology community; currently with more than 31 million registered users, and ranked 30th (real time, subject to change) in Alexa global website traffic rank. In 2011, Mr. Jiang founded GeekFounders, and invested in a variety of high-tech startups. Prior to founding CSDN and GeekFounders, Mr. Jiang worked at Giant Network Group Co from1992 to 1997 and Kingsoft Corporation in 1997 and led the development of Giant handwriting computer, PowerWord and Herosoft Player. Mr. Jiang received his Bachelor’s degree from Sichuan University in computational mathematics and application software. Mr. James Long , our independent director. Mr. Long serves as the Chairman and CEO of MDLand International Corp. (“MDLand”), a digital healthcare company based in New York City providing cloud-based technology solutions to medical practices and healthcare organizations from October 2005. Previously, from 1998 to 2005, Mr. Long was a Vice President/consultant at JPMorgan Chase, responsible for the development and the support of applications for treasury services solutions. Prior to JPMorgan Chase, from 1995 to 1997, Mr. Long was a system engineer at Periphonic (acquired by Nortel) to develop the first-generation natural language processing-based voice applications and was a principal engineer at Medical Systems for the federally-fund small business innovation research (“SBIR”) project. Mr. Long completed Stanford Executive Program Flex from Stanford University in February 2022 and is currently a member of Alumni Association of the Graduate School of Business at Stanford. Mr. Long holds a Master of Science degree in Physics with an emphasis on digital signal processing from the University of Wisconsin and a Bachelor of Science degree in Physics with an emphasis on microcomputer from Zhongshan (Sun Yat-Sen) University. Our directors and officers will play a key role in identifying, evaluating, and selecting target businesses, and structuring, negotiating and consummating our initial acquisition transaction. Except as described below and under “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest ,” none of these individuals is currently a principal of or affiliated with a public company or blank check company that executed a business plan similar to our business plan. We believe that the skills and experience of these individuals, their collective access to acquisition opportunities and ideas, their contacts, and their transaction expertise should enable them to identify successfully and effect an acquisition transaction, although we cannot assure you that they will, in fact, be able to do so. Director Independence NASDAQ listing standards require that a majority of our board of directors be independent as long as we are not a controlled company. An “independent director” is defined under the Nasdaq rules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Messrs. Twigg, Jiang and Long is an “independent director” as defined in the NASDAQ listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present. Audit Committee Since our IPO, we have an audit committee of the board of directors. Messrs. Twigg, Jiang and Long serve as members of our audit committee. Mr. Twigg serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee all of whom must be independent. Messrs. Twigg, Jiang and Long are independent. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Twigg qualifies as an “ audit committee financial expert ” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; 25 Table of Contents ● reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; ● setting clear hiring policies for employees or former employees of the independent auditors; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory, or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee Since our IPO, we have a compensation committee of the board of directors. The members of our Compensation Committee are Messrs. Twigg, Jiang and Long. Mr. Jiang serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives, and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is not present; ● reviewing and approving the compensation of all of our other executive officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments, and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating, and recommending changes, if appropriate, to the remuneration for directors. Notwithstanding the foregoing, as indicated above, other than reimbursement of expenses and the business combination fee that we have agreed to pay to the Representatives, including US Tiger, an affiliate to our founder Tradeup INC., in connection with our business combination, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to complete the consummation of a business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. Accordingly, it is likely that prior 26 Table of Contents to the consummation of an initial business combination, the compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination. The current charter of the Compensation Committee also provides that the compensation committee may, in its sole discretion, retain, or obtain the advice of a compensation consultant, legal counsel, or other adviser and will be directly responsible for the appointment, compensation, and oversight of the work of any such adviser. Before engaging or receiving advice from a compensation consultant, external legal counsel, or any other adviser, however, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Director Nominations We do not have a standing nominating committee. In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders. Code of Ethics We have adopted a code of ethics that applies to all of our executive officers, directors and employees. The code of ethics codifies the business and ethical principles that govern all aspects of our business. Conflicts of Interest Some of our officers and directors have fiduciary and contractual duties to TradeUP Global and TradeUP 88. TradeUP Global may compete with us for business combination opportunities and assuming that TradeUP 88 consummates its initial public offering, it may compete with us as well. If TradeUP Global or TradeUP 88 decides to pursue any such opportunity, we may be precluded from pursuing such opportunities. Subject to his or her fiduciary duties under Delaware law, none of the members of our management team who are also employed by, or directors of, the Sponsor or its affiliates have any obligation to present us with any opportunity for a potential business combination of which they become aware. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing or otherwise becoming involved with, any other blank check companies, including in connection with their initial business combinations, prior to us completing our initial business combination. Our management team, in their capacities as directors, officers or employees of the Sponsor or its affiliates or in their other endeavors, may choose to present potential business combinations to the related entities described above, current or future entities affiliated with or managed by the Sponsor, or third parties, before they present such opportunities to us, subject to his or her fiduciary duties under Delaware law and any other applicable fiduciary duties. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Although we do not believe any conflict currently exists between us and our founders, affiliates of our founders or an officer or director may compete with us for acquisition opportunities. If such entities decide to pursue an opportunity, we may be precluded from procuring such opportunity. In addition, investment ideas generated within our founders may be suitable for both us and for an affiliate of founders and may be directed to such entity rather than to us. Neither our founders nor members of our management team who are also employed by or affiliated with our founders will have any obligation to present us with any opportunity for a potential business combination of which they become aware, unless presented to such member specifically in his or her capacity as an officer or director 27 Table of Contents of the company. Our founders and/or our management team, in their capacities as employees or affiliates of our founders or in their other endeavors, may be required to present potential business combinations to future founders’ affiliates or third parties, before they present such opportunities to us. In the event we seek to complete our initial business combination with a company that is affiliated with, or which there is a fiduciary, contractual or other obligation by, the Sponsor, officers or directors, we, or a committee of independent directors, may obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority, or FINRA, or an independent accounting firm that the consideration to be paid by us in the initial business combination is fair to our company from a financial point of view. Any such entity may co-invest with us in the target business at the time of our initial business combination, or we could raise additional proceeds to complete the acquisition by making a specified future issuance to any such entity. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present business combination opportunities to such entity. Accordingly, in the future, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We do not believe, however, that any fiduciary duties or contractual obligations of our officers arising in the future would materially undermine our ability to complete our business combination. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. Our officers or directors may become an officer or director of any other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, even before we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by January 19, 2023. During the IPO, each of certain anchor investors purchased purchased up to 9.9% of the Units in the IPO (which would aggregate to 59.4% of the Units subject to the IPO). As of the date of this report, based on the beneficial reporting made by investors and available to us through the SEC EDGAR filing system, to our best knowledge, those anchor investors sold their units. In consideration of providing significant indications of interest, the Sponsor, has agreed that these investors purchase membership interests in TradeUP Acquisition Sponsor LLC, for nominal consideration, entitling them to an interest in an aggregate of up to 240,000 founder shares (or 40,000 shares for each anchor investor) held by the Sponsor. The anchor investors are not founders and the Units they purchased in the IPO are not subject to any trading restrictions. As of the date of this report, based on the beneficial reporting made by investors and available to us through the SEC EDGAR filing system, to our best knowledge, those anchor investors sold their Units. For the relationship between the anchor investors and the Sponsor, see “Certain Relationships and Related Transactions, and Director Independence” for further information. Potential investors should also be aware of the following other potential conflicts of interest: ● None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. ● Our officers or directors may become an officer or director of any other SPACs even before we enter into a definitive agreement regarding our initial business combination or we have failed to complete our initial business combination by January 19, 2023, as a matter of fact that certain of our officers and directors are officer or directors of TradeUP Global and TradeUP 88; as a result, our officers or directors may present a potential target to our competitor that would had been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. ● Our founders (not including the anchor investors who purchase Units in the offering and certain membership interest in the Sponsor, if any), officers and directors have agreed to waive their redemption rights with respect to any founder shares, 28 Table of Contents Private Shares and any public shares held by them in connection with the consummation of our initial business combination. Additionally, our founders, officers and directors have agreed to waive their redemption rights with respect to any founder shares and Private Shares held by them if we fail to consummate our initial business combination by January 19, 2023. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Shares held in the Trust Account will be used to fund the redemption of our public shares, and the Private Shares will be worthless. With certain limited exceptions, 50% of founder shares will not be transferable, assignable by our founders until the earlier to occur of: (A) six months after the date of the consummation of our initial business combination, or (B) the date on which the closing price of our Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property. With certain limited exceptions, the Private Shares, the working capital shares that may be issued upon conversion of working capital loans, will not be transferable, assignable or salable by the Sponsor or its permitted transferees until 30 days after the completion of our initial business combination. Since our founders and officers and directors may directly or indirectly own founder shares, and Private Shares following the IPO, our officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to complete our initial business combination. ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● Our founders, officers or directors may have a conflict of interest with respect to evaluating a business combination and financing arrangements as we may obtain loans from our founders or an affiliate of our founders or any of our officers or directors to finance transaction costs in connection with an intended initial business combination. Up to $1,200,000 of such loans may be convertible into Private Shares at a price of $10.00 per share at the option of the lender. Such working capital shares would be identical to the Private Shares sold in the Private Placement. The conflicts described above may not be resolved in our favor. In general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if: ● the corporation could financially undertake the opportunity; ● the opportunity is within the corporation’s line of business; and ● it would not be fair to our company and its stockholders for the opportunity not to be brought to the attention of the corporation. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without violating another legal obligation. 29 Table of Contents Below is a table summarizing the entities to which our executive officers, and directors currently have fiduciary duties or contractual obligations: Individual Entity ​ Entity’s Business ​ Affiliation Jianwei Li* ​ Zhencheng Capital ​ Investment Fund ​ Managing partner ​ ​ ​ TradeUP Global Corporation ​ Blank Check ​ Chairman and Co-Chief Executive Officer ​ ​ ​ TradeUP 88 Corp. ​ Blank Check ​ Chairman and Co-Chief Executive Officer ​ Weiguang Yang ​ Zhongchao, Inc. ​ Healthcare education platform provider ​ Founder, Chairman and Chief Executive Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ Luqi Wen ​ Zhencheng Capital TradeUP Global Corporation ​ Investment Fund Blank Check ​ Financial Director Chief Financial Officer ​ ​ ​ TradeUP 88 Corp. ​ Blank Check ​ Chief Financial Officer ​ ​ ​ ​ ​ ​ ​ ​ ​ Weston Twigg ​ Piper Sandler ​ Broker Dealer ​ Managing Director ​ ​ ​ ​ ​ ​ ​ ​ ​ Tao Jiang* ​ China Developer Community ​ Technology forum ​ Founder and Chairman ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ GeekFounders TradeUP Global Corporation ​ Investment Fund Blank Check ​ Founding partner Director ​ ​ ​ TradeUP 88 Corp. ​ Blank Check ​ Director ​ ​ ​ ​ ​ ​ ​ ​ ​ James Long ​ MDLand International ​ Digital healthcare company ​ Chairman and CEO ​ *In addition to the entities set forth above in the list, Mr. Li and Mr. Jiang have invested in various entities and businesses in China involving sectors including but not limited to catering, business services, equipment manufacturing, research and development, software, information technology and technology. Of some of those entities, because of their investment, either of them takes the role either as director, as officer or as legal representative, though either of them does not participate in the daily operation or management of such entities. All those entities are operating entities, none of which is blank check company looking for target candidate or active in mergers and acquisitions. As a result, as the date hereof, we consider the risk of potential conflict with respect to those entities and their role in those entities is remote. Notwithstanding the foregoing, there may be possibility that some entities may consider going public through a business combination with a blank check company like us in the future. If we are approached by any of them or considering any of them as our target candidate, we will disclose such potential conflict of interest to our stockholders. We are not prohibited from pursuing an initial business combination with a company that is affiliated with our founders, officers or directors, subject to certain approvals and consents. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA, or from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of view. The potential investors shall be aware that Tradeup INC., one of our founders, is an affiliate of US Tiger Securities, Inc., one of the Representatives of the underwriters in the IPO, owns approximately 20% of our outstanding Common Stock prior to the IPO. We have engaged US Tiger, together with R.F. Lafferty and EF Hutton, to act as our advisors in connection with the marketing of our business combination and pay to the Representatives a fee for such services upon consummation of our initial business combination. In the future, we may engage one or more of the Representatives, to provide additional services in connection with our initial business combination. In connection with such engagement, we would pay fees in an amount that constitutes a market rate for comparable transactions. The payment of such fee would likely be conditioned upon the completion of the initial business combination. US Tiger is an affiliate of one of our founders Tradeup INC., and is the Representative of the underwriters of the offering and is expected to provide certain support services to us for our business combination. Tradeup INC. currently has an economic interest in approximately 2.99% of our shares of Common Stock. US Tiger is an investment banking and advisory firm which provides advice on mergers and acquisitions, financial restructurings, valuation and capital structure to companies, institutions and governments. US Tiger is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an initial business combination. While US Tiger may become aware of a potential transaction that is an attractive opportunity for us, US Tiger will not have any duty or other obligation to offer acquisition opportunities to us. In addition, our officers and directors may have a duty to offer 30 Table of Contents acquisition opportunities to clients of US Tiger, TradeUP Global, TradeUP 88 or our other affiliates or other entities to which they owe duties. As a result, our affiliates and their respective clients may compete with us for business combination opportunities in the same industries and sectors as we may target for our initial business combination. If any of them decide to pursue any such opportunity, we may be precluded from procuring such opportunities. Conflicts may arise from US Tiger’s affiliation with us, its provision of services both to us, TradeUP Global, TradeUP 88 and to third-party clients, as well as from actions undertaken by US Tiger for its own account. US Tiger is often engaged as a financial advisor, or placement agent, to corporations and other entities and their directors and managers in connection with the sale of those entities, their assets or their subsidiaries. Clients generally require US Tiger to act exclusively on their behalf and as a result and/or for other reasons, we may be precluded from attempting to acquire securities of the business being sold or otherwise participating as a buyer in the transaction. Alternatively, US Tiger, or another affiliate of the Sponsor, may be a financial advisor to a target business that we pursue a business combination with and US Tiger, or another affiliate of the Sponsor, may receive fees from the target business in connection with a business combination. US Tiger also represents potential buyer’s businesses and may be incentivized or obligated to direct an opportunity to one of these buyers in lieu of us, thereby eliminating or reducing the investment opportunity available to us. For example, US Tiger is engaged by TradeUP Global in connection with the marketing of a business combination by TradeUP Global and may be engaged from time to time by TradeUP Global to provide financial advisory and placement agency services in connection with such business combination. US Tiger is an affiliate to Tradeup INC., one of the sponsors of TradeUP Global with an economic interest in TradeUP Global of approximately 215,400 Class A ordinary shares and 48,000 Class B ordinary shares. Tradeup INC. is one of the founders of TradeUP 88 and has an economic interest in TradeUP 88. In the event that we submit our initial business combination to our stockholders for a vote, our founders, officers and directors have agreed to vote any founder shares and Private Shares held by them and any public shares purchased during or after the offering (excluding public shares purchased by the anchor investors in the offering, if any) in favor of our initial business combination and our officers and directors have also agreed to vote any public shares purchased during or after the offering in favor of our initial business combination. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that, during 2021, our directors, executive officers, and ten percent stockholders complied with all Section 16(a) filing requirements. ​ ITEM 11. EXECUTIVE COMPENSATION Employment Agreements We have not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment. Executive Officers and Director Compensation None of our officers or directors has received any cash compensation for services rendered to us, except that our founders have transferred each independent director 10,000 founder shares immediately following the consummation of the IPO and have agreed to transfer additional 10,000 founder shares upon completion of our initial business combination provided that such independent director has stayed with us until the completion of our initial business combination. Other than as set forth elsewhere in this report, no compensation of any kind, including finder’s and consulting fees, will be paid to our founders or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence 31 Table of Contents on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders or their affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. ​ ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information regarding the beneficial ownership of our Common Stock as of the date of this annual report, by: ● each person known by us to be the beneficial owner of more than 5% of the shares of our outstanding Common Stock; ● each of our officers and directors; and ● all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them. The following table does not reflect record of beneficial ownership of the Warrants included in the Units sold in the IPO as these Warrants are not exercisable until the later of 30 days after the completion of our initial business combination, or 12 months from the closing of the IPO. As of the date hereof, there are 5,849,700 shares of Common Stock issued and outstanding. ​ ​ ​ ​ ​ ​ ​ Amount and Approximate ​ ​ Nature of ​ Percentage of ​ ​ ​ Beneficial ​ Outstanding ​ Name and Address of Beneficial Owner (1) ​ Ownership ​ Common Stock ​ TradeUP Acquisition Sponsor LLC (2) ​ 1,111,760 ​ 19.01 % Tradeup INC. (3) 141,970 2.43 % Jiangwei Li (2) 1,253,730 26.94 % Weiguang Yang — — ​ Luqi Wen — — ​ Weston Twigg 10,000 * ​ Tao Jiang 10,000 * ​ James Long 10,000 * ​ All executive officers, directors, and Christy Szeto as a group (6 individuals) 1,307,730 21.43 % * less than 1%. (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o TradeUP Acquisition Corp., 437 Madison Avenue 27th Floor, New York, New York 10022 32 Table of Contents (2) The Sponsor is the record holder of the shares of Common Stock reported herein. Mr. Jianwei Li, our Chairman and Chief Executive Officer, is the managing member of the Sponsor, and as such may be deemed to have sole voting and investment discretion with respect to the Common Stock held by the Sponsor. (3) Tradeup INC. is the record holder of the shares of Common Stock reported herein. The person having voting, dispositive or investment powers over Tradeup INC. is Mr. Xin Song. Mr. Song is also the President and sole director of Tradup INC. The founder shares and Private Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with us entered into by our founders (not including the anchor investors who purchase Units in the offering and certain membership interest in the Sponsor, if any), officers and directors. Those lock-up provisions provide that such securities are not transferable or salable (i) in the case of the founder shares, 50% of founder shares may not be transferred, assigned or sold until the earlier to occur of: (a) six months after the date of the consummation of our initial business combination, or (b) the date on which the closing price of our Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after our initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares for cash, securities or other property, and (ii) in the case of the Private Shares, until 30 days after the completion of our initial business combination, except in each case (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any affiliate of our founders, any members of our founders, or any of their affiliates, officers, directors, direct and indirect equity holders, (b) in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the price at which the securities were originally purchased; (f) in the event of our liquidation prior to the completion of our initial business combination; or (g) by virtue of the laws of Delaware or our founders’ limited liability company agreement upon dissolution of our founders, provided, however, that in the case of clauses (a) through (e), or (g) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. In addition, in order to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into Private Shares at $10.00 per share at the option of the lender. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. ​ ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Founder and Private Shares On January 20, 2021, the Sponsor acquired 1,150,000 founder shares for an aggregate purchase price of $25,000. On February 11, 2021, in connection with a restructure of the Sponsor, the Sponsor forfeited 1,150,000 founder shares upon the receipt of the refund of purchase price of $25,000. On February 12, 2021, the Sponsor acquired 920,000 founder shares for a purchase price of $20,000 and the other founder Tradeup INC. acquired 230,000 founder shares for a purchase price of $5,000, respectively. Prior to the initial investment in the company of $25,000 by our founders, the company had no assets, tangible or intangible. The number of founder shares issued was determined based on the expectation that such founder shares would represent approximately 20% of the outstanding shares upon completion of the IPO (excluding Private Shares and assuming that founders do not purchase any Units or public shares in the offering). Up to 42,500 founder shares were forfeited by our founders in connection with the underwriters’ partial exercise of the Over-Allotment Option. As a result, the Sponsor held 886,000 and Tradeup INC. held 110,750 founder shares, respectively. The founder shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder. 33 Table of Contents Our founders have transferred each independent director 10,000 founder shares immediately following the consummation of the IPO and have agreed to transfer additional 10,000 founder shares upon completion of our initial business combination provided that such independent director has stayed with us until the completion of our initial business combination. As of December 31, 2021, there were 1,107,500 founder shares issued and outstanding, net of the forfeiture of the 42,500 founder shares as the underwriters’ over-allotment is not exercised in full by September 1, 2021, 45-day from the date of the IPO. The aggregate capital contribution was $25,000, or approximately $0.02 per share. The founders have agreed not to transfer, assign or sell 50% of its founder shares until the earlier to occur of: (A) six months after the date of the consummation of the Company’s initial business combination, or (B) the date on which the closing price of the Company’s Common Stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after the Company’s initial business combination and the remaining 50% of the founder shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. Our founders have purchased an aggregate of 312,200 Private Shares for a purchase price of $10.00 per share in the Private Placement simultaneously with the closing of the IPO and the underwriters’ partial exercise of Over-allotment Option. As such, our founders’ interest in this transaction is valued at between $3,212,000. The Private Shares sold in the Private Placement and issued upon conversion of working capital loans may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial business combination. On March 4, 2022, pursuant to a certain securities transfer agreement, Tradeup INC. has transferred 110,750 founder shares, at $0.0232 per founder share and 31,220 Private Shares, at $10.00 per private share to Mr. Jianwei Li, our Chairman and Chief Executive Officer. As more fully discussed in the section of this report entitled “ Directors, Executive Officers and Corporate Governance — Conflicts of Interest,” if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, including our founders, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations to other entities that may take priority over their duties to us. Other than as set forth elsewhere in this report, no compensation of any kind, including finder’s and consulting fees, will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders, officers, directors, advisors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Anchor Investors During the IPO, each of certain anchor investors purchased up to 9.9% of the units in the IPO. In consideration of providing significant indications of interest, the Sponsor, TradeUP Acquisition Sponsor LLC, has sold these investors membership interests in the Sponsor, for nominal consideration, entitling them to an interest in an aggregate of up to 240,000 anchor founder shares or 40,000 anchor founder shares for each investor held by the Sponsor. The anchor founder shares are treated the same in all material respects as the founder shares held by the Sponsor as described in this report, except that such anchor founder shares shall have the right not to be subject to adjustments or cutbacks in the event the Sponsor agrees to any such adjustments or cutbacks (of its shares) in connection with our initial business combination. Our discussions with each anchor investor were separate and our arrangements with them are not contingent on each other. Further, to our knowledge, the anchor investors are not affiliated with each other and are not acting together with regards to our company, except that they may purchase certain membership interests in the Sponsor and Units in the IPO. 34 Table of Contents Pursuant to the subscription agreements with the Sponsor, the anchor investors have not been granted any material additional stockholder or other rights, and are only being issued membership interests in the Sponsor with no right to control the Sponsor or vote or dispose of the anchor founder shares (which will continue to be held by the Sponsor until following our initial business combination). Further, the anchor investors are not required to: (i) hold any units, shares or warrants they may purchase in the IPO or thereafter for any amount time, (ii) vote any shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their shares at the time of our initial business combination. The anchor investors are not founders and the Units they purchased in the IPO are not subject to any trading restrictions. As of the date of this report, based on the beneficial reporting made by investors and available to us through the SEC EDGAR filing system, to our best knowledge, those anchor investors sold their Units. Promissory Note On January 19, 2021, the Sponsor has agreed to loan the Company up to $400,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) June 20, 2021 or (2) the closing of the IPO. The loan will be repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account. On June 19, 2021 the Sponsor has agreed to extend the maturity date of the loan to the Company to the earlier of August 31, 2021 or the closing date of the IPO. The outstanding balance under the promissory note was repaid at the closing of the IPO on July 19, 2021. Working Capital Loans In addition, in order to finance transaction costs in connection with an intended initial business combination, our founders or an affiliate of our founders or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into Private Shares at $10.00 per share at the option of the lender. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our founders or an affiliate of our founders as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. As of December 31, 2021, the Company had no borrowings under the working capital loans. Others After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a shareholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the Private Shares sold in the Private Placement, the Private Shares issuable upon conversion of working capital loans (if any), and the founder shares. We have engaged the Representatives of the underwriters and US Tiger as advisors in connection with our business combination pursuant to the Business Combination Marketing Agreement. We will pay the Representatives a cash fee for such services upon the consummation of our initial business combination in an amount equal to, in the aggregate, 3.5% of the gross proceeds of the IPO and the sale of the Option Units. As a result, the Representatives will not be entitled to such fee unless we consummate our initial business combination. RELATED PARTY POLICY We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. 35 Table of Contents We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the code of ethics that was filed as an exhibit to the S-1 was adopt prior to the consummation of the. In addition, our audit committee is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders, officers or directors unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, other than as set forth elsewhere in this report and the S-1, no finder’s fees, reimbursements or cash payments will be made to our founders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our founders or their affiliates, none of which will be made from the proceeds of the IPO held in the Trust Account prior to the completion of our initial business combination: ● Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; and ● Repayment of loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1,200,000 of such loans may be convertible into working capital shares, at a price of $10.00 per share at the option of the lender. Our audit committee will review on a quarterly basis all payments that were made to our founders or their affiliates. ​ ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Public Accounting Fees The following chart sets forth public accounting fees in connection with services rendered by Friedman LLP for for the period from January 6, 2021 (inception) through December 31, 2021. ​ ​ ​ ​ ​ 2021 Audit Fees ​ $ 56,000 Audit-Related Fees ​ — Tax Fees ​ — All Other Fees ​ — ​ Audit fees were for professional services rendered by Friedman LLP for the audit of our annual financial statements, and services that are normally provided by Friedman LLP in connection with statutory and regulatory filings or engagements for that fiscal year, 36 Table of Contents including in connection with our IPO. “Audit-related fees” are fees for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “audit fees.” Pre-Approval of Services Because our audit committee was not formed until July 14, 2021, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. All services subsequent to the formation of the audit committee have been approved by the audit committee. ​ PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements: (1) The financial statements required to be included in this Annual Report on Form 10-K are included in Item 8 therein. (2) All supplemental schedules have been omitted since the information is either included in the financial statements or the notes thereto or they are not required or are not applicable. (3) See attached Exhibit Index of this Annual Report on Form 10-K (b) Exhibits Exhibit No. Description ​ ​ ​ 1.1 ​ 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. (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 3.1 ​ Amended and Restated Certificate of Incorporation, dated July 14, 2021. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 3.2 ​ Bylaws (incorporated by reference to Exhibit 3.3 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) ​ ​ ​ 4.1 ​ Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) ​ ​ ​ 4.2 ​ Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) ​ ​ ​ 4.3 ​ Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) ​ ​ ​ 4.4 ​ Warrant Agreement, dated July 14, 2021, between the Company and VStock Transfer, LLC, as warrant agent. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 19, 2021) ​ ​ ​ 10.1 ​ Letter Agreements, dated July 14, 2021, among the Company TradeUP Acquisition Sponsor LLC, Tradeup INC. and certain security holders named therein. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 37 Table of Contents 10.2 ​ Investment Management Trust Account Agreement, dated July 14 2021, between the Company and Wilmington Trust, National Association, as trustee. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 10.3 ​ Registration Rights Agreement, dated July 14, 2021, among the Company, certain security holders. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 10.4 Private Placement Shares Purchase Agreement, dated July 14, 2021, between the Company, TradeUP Acquisition Sponsor LLC and Tradeup INC. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) 10.5 Form of Indemnity Agreements, between the Company and each of its directors and officers. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 10.6 ​ Securities Subscription Agreement, dated July 14, 2021, among TradeUP Acquisition Sponsor LLC, Tradeup INC. and the independent directors of the Company. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 19, 2021) ​ ​ ​ 10.7 ​ Promissory Note, dated January 19, 2021, issued to TradeUP Acquisition Sponsor LLC, as extended to the earlier of August 31, 2021 or the closing of the IPO. (incorporated by reference to Exhibit 10.1 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) 14 Code of Ethics (incorporated by reference to Exhibit 14.1 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) 31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14(a) under the Securities and Exchange Act of 1934, as amended., as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certifications of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ​ ​ ​ 32.2 ​ Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) 99.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to Amendment No. 9 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on July 9, 2021) 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document ​ ​ 38 Table of Contents ITEM 16. FORM 10-K SUMMARY None. ​ ​ 39 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. TRADEUP ACQUISITION CORP. Dated: March 29, 2022 By: /s/ Jianwei Li Name: Jianwei Li Title: Chairman and Co-Chief Executive Officer ​ Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Position Date /s/ Jianwei Li Co-Chief Executive Officer (Principal executive officer) and Chairman March 29, 2022 Jianwei Li /s/ Weiguang “James” Yang Co-Chief Executive Officer and Director March 29, 2022 Weiguang “James” Yang /s/ Luqi “Lulu” Wen Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) March 29, 2022 Luqi “Lulu” Wen /s/ Weston Twigg Independent Director March 29, 2022 Weston Twigg /s/ Tao Jiang Independent Director March 29, 2022 Tao Jiang ​ /s/ James Long Independent Director March 29, 2022 James Long ​ ​ ​ ​ 40 Table of Contents TRADEUP ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS ​ Page Report of Independent Registered Public Accounting Firm (PCAOB ID 711 ) ​ F-2 ​ ​ ​ Balance Sheet ​ F-3 ​ ​ ​ Statement of Operations ​ F-4 ​ ​ ​ Statement of Changes in Stockholder’ Equity ​ F-5 ​ ​ ​ Statement of Cash Flows ​ F-6 ​ ​ ​ Notes to Financial Statements ​ F-7 ​ ​ ​ F-1 Table of Contents ​ ​ REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of TradeUP Acquisition Corp. Opinion on the Financial Statements We have audited the accompanying balance sheet of TradeUP Acquisition Corp. (the “Company”) as of December 31, 2021 and the related statement of operations, changes in stockholders’ deficit and cash flows for the period from January 6, 2021 (inception) through December 31, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the period from January 6, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements 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 statements are 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 statements, 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 statements. 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 statements. We believe that our audit provides a reasonable basis for our opinion. /s/Friedman LLP ​ Friedman LLP ​ We have served as the Company’s auditor since 2021. ​ New York, NY March 29, 2022 ​ ​ ​ ​ ​ F- 2 ​ Table of Contents ​ TRADEUP ACQUISITION CORP. BALANCE SHEET ​ ​ ​ ​ ​ ​ December 31, 2021 Assets ​ ​ ​ Current assets: ​ ​ ​ Cash ​ $ 478,868 Prepaid expenses ​ 137,166 Total current assets ​ ​ 616,034 ​ ​ ​ Investments held in Trust Account ​ ​ 45,187,428 Total Assets ​ $ 45,803,462 ​ ​ ​ ​ Liabilities, Temporary Equity, and Stockholders’ Deficit ​ Current liabilities: ​ ​ ​ Accounts payable and accrued expenses ​ $ 3,000 Franchise tax payable ​ ​ 70,154 Total current liabilities ​ ​ 73,154 ​ ​ ​ Deferred underwriters' marketing fees ​ 1,550,500 Total Liabilities ​ 1,623,654 ​ ​ Commitments and Contingencies ​ ​ ​ ​ ​ Common stock subject to possible redemption, 4,430,000 shares at conversion value of $ 10.20 per share ​ ​ 45,186,000 ​ ​ Stockholders’ Deficit: ​ 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; 1,419,700 shares issued and outstanding (excluding 4,430,000 shares subject to possible redemption) ​ ​ 142 Additional paid-in capital ​ — Accumulated deficit ​ ( 1,006,334 ) Total Stockholders’ Deficit ​ ( 1,006,192 ) Total Liabilities, Temporary Equity, and Stockholders’ Deficit ​ $ 45,803,462 ​ The accompany notes are an integral part of these financial statements. ​ F- 3 Table of Contents TRADEUP ACQUISITION CORP. STATEMENT OF OPERATIONS ​ ​ ​ ​ ​ ​ ​ For the Period ​ ​ From January 6, 2021 ​ ​ (inception) through ​ December 31, 2021 ​ ​ ​ ​ Formation and operating costs ​ $ 178,992 Franchise tax expenses ​ ​ 70,154 Loss from Operations ​ ​ ( 249,146 ) ​ ​ ​ ​ Other income: ​ ​ ​ Interest earned on investment held in Trust Account ​ ​ 1,428 ​ ​ ​ ​ Loss before income taxes ​ ​ ( 247,718 ) ​ ​ ​ ​ Income taxes provision ​ ​ — ​ ​ ​ ​ Net loss ​ $ ( 247,718 ) ​ ​ ​ Basic and diluted weighted average shares outstanding, common stock subject to possible redemption ​ 2,033,677 Basic and diluted net income per share, common stock subject to possible redemption ​ $ 0.76 Basic and diluted weighted average shares outstanding, common stock attributable to TradeUP Acquisition Corp. ​ 1,179,328 Basic and diluted net loss per share, common stock attributable to TradeUP Acquisition Corp. ​ $ ( 1.52 ) ​ The accompany notes are an integral part of these financial statements. ​ F- 4 Table of Contents TRADEUP ACQUISITION CORP. STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Preferred stock ​ Common stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ Shares Amount Shares Amount Capital Deficit Deficit Balance as of January 6, 2021 (inception) ​ — ​ $ — ​ — ​ $ — ​ $ — ​ $ — ​ $ — Founders shares issued to the Sponsor — ​ — ​ 1,150,000 ​ ​ 115 ​ 24,885 ​ — ​ 25,000 Forfeiture of Founders shares issued to the Sponsor ​ — ​ ​ — ​ ( 1,150,000 ) ​ ​ ( 115 ) ​ ​ ( 24,885 ) ​ ​ — ​ ​ ( 25,000 ) Founders shares issued to initial stockholders ​ — ​ ​ — ​ 1,150,000 ​ ​ 115 ​ ​ 24,885 ​ ​ — ​ ​ 25,000 Sale of public units through public offering ​ — ​ ​ — ​ 4,430,000 ​ ​ 443 ​ ​ 44,299,557 ​ ​ — ​ ​ 44,300,000 Sale of private placement shares ​ — ​ ​ — ​ 312,200 ​ ​ 31 ​ ​ 3,121,969 ​ ​ — ​ ​ 3,122,000 Underwriters' discount ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 886,000 ) ​ ​ — ​ ​ ( 886,000 ) Underwriters' marketing fees ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 1,550,500 ) ​ ​ — ​ ​ ( 1,550,500 ) Other offering expenses ​ — ​ ​ — ​ — ​ ​ — ​ ​ ( 582,974 ) ​ ​ — ​ ​ ( 582,974 ) Forfeiture of common stock by initial stockholders ​ — ​ ​ — ​ ( 42,500 ) ​ ​ ( 4 ) ​ ​ 4 ​ ​ — ​ ​ — Reclassification of common stock subject to redemption ​ — ​ ​ — ​ ( 4,430,000 ) ​ ​ ( 443 ) ​ ​ ( 43,516,256 ) ​ ​ — ​ ​ ( 43,516,699 ) Allocation of offering costs to common stock subject to redemption ​ — ​ ​ — ​ — ​ ​ — ​ ​ 2,966,085 ​ ​ — ​ ​ 2,966,085 Accretion of carrying value to redemption value ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,876,770 ) ​ ​ ( 758,616 ) ​ ​ ( 4,635,386 ) Net loss ​ — ​ ​ — ​ — ​ ​ — ​ ​ — ​ ​ ( 247,718 ) ​ ​ ( 247,718 ) Balance as of December 31, 2021 ​ — ​ $ — ​ 1,419,700 ​ $ 142 ​ $ — ​ $ ( 1,006,334 ) ​ $ ( 1,006,192 ) ​ The accompany notes are an integral part of these financial statements. ​ F- 5 Table of Contents TRADEUP ACQUISITION CORP. STATEMENT OF CASH FLOWS ​ ​ ​ ​ ​ ​ ​ For the Period ​ ​ From January 6, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 Cash Flows from Operating Activities: ​ Net loss ​ $ ( 247,718 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ Interest earned on investment held in Trust Account ​ ​ ( 1,428 ) Changes in operating assets and liabilities: ​ Prepaid expenses ​ ​ ( 137,166 ) Franchise tax payable ​ ​ 70,154 Net cash used in operating activities ​ ( 316,158 ) ​ ​ ​ ​ Cash Flows from Investing Activities: ​ ​ ​ Purchase of investment held in trust account ​ ​ ( 45,186,000 ) Net cash used in investing activities ​ ​ ( 45,186,000 ) ​ ​ Cash Flows from Financing Activities: ​ Proceeds from issuance of shares of Common Stock to the Sponsor ​ 25,000 Return of proceeds from issuance of Common Stock to the Sponsor ​ ​ ( 25,000 ) Proceeds from issuance of shares of Common Stock to initial stockholders ​ ​ 25,000 Proceeds from sale of public units through public offering ​ 44,300,000 Proceeds from sale of private placement shares ​ 3,122,000 Payment of underwriters' discount ​ ( 886,000 ) Payment of offering costs ​ ( 579,974 ) Proceeds from issuance of promissory note to related party ​ ​ 300,000 Repayment on promissory note to related party ​ ​ ( 300,000 ) Net cash provided by financing activities ​ 45,981,026 ​ ​ ​ ​ Net Change in Cash ​ 478,868 ​ ​ ​ ​ Cash at beginning of period ​ — Cash at end of period ​ $ 478,868 ​ ​ ​ ​ Supplemental Disclosure of Non-cash Financing Activities ​ ​ ​ Offering costs included in accounts payable and accrued expenses ​ $ 3,000 Deferred underwriters' marketing fees ​ $ 1,550,500 Reclassification of common stock subject to redemption ​ $ 43,516,699 Allocation of offering costs to common stock subject to redemption ​ $ 2,966,085 Accretion of carrying value to redemption value ​ $ 4,635,386 ​ The accompany notes are an integral part of these financial statements. ​ F- 6 Table of Contents TRADEUP ACQUISITION CORP. NOTES TO C ONDENSED FINANCIAL STATEMENTS DECEMBER 31, 2021 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 December 31, 2021, the Company had not commenced any operations. For the period from January 6, 2021 (inception) through December 31, 2021, the Company’s efforts have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below). 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 (the “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”), at $ 10.00 per Public Unit, generating gross proceeds of $ 40,000,000 which is described in Note 4. On July 21, 2021, the underwriters partially exercised the over-allotment option and purchased 430,000 units (the “Option Units”, together with the Public Units, the “Units”) at a price of $ 10.00 per Option Unit, generating gross proceeds of $ 4,300,000 . 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 $ 44,300,000 in total. Transaction costs in connection with the Initial Public Offering and the issuance and sale of Option Units amounted to $ 3,019,474 , consisting of $ 886,000 of underwriting fees, $ 1,550,500 of Business Combination Fee (defined in Note 8 below) and $ 582,974 of other offering costs. Following the expiration of the over-allotment option, 42,500 Founder Shares (defined below) were subsequently forfeited. 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 the Company’s sponsor TradeUP Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC. purchased 59,000 Private Placement Shares, generating gross proceeds of $ 2,950,000 , which is described in Note 5. On July 21, 2021, the Company consummated the sale of additional 17,200 Private Placement Shares with the Sponsor and Tradeup INC. at a price of $ 10.00 per Private Placement share, among which, the Sponsor purchased 13,760 Private Placement Shares and Tradeup INC. purchased 3,440 Private Placement Shares, generating total proceeds of $ 172,000 . Following the closing of the Initial Public Offering on July 19, 2021, the issuance and sale of Option Units on July 21, 2021 and the issuance and sale of Private Placement Shares, $ 45,186,000 from the net proceeds of the sale of the Units and from the sale of Private Placement Shares was placed in a trust account (the “Trust Account”) maintained by Wilmington Trust, National Association as a trustee. The aggregate amount of $ 45,186,000 ($ 10.20 per 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 stockholder vote to amend the Company’s amended and restated certificate of incorporation 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 F- 7 Table of Contents Company has not consummated an initial Business Combination by January 19, 2023; or (iii) absent an initial Business Combination by January 19, 2023, its return of the funds held in the Trust Account to its public stockholders 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 stockholders. 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 stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination. The Company will have only until January 19, 2023 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 including interest earned on the funds held in the Trust Account and not previously released to the Company for working capital purposes or to pay the Company’s taxes (less up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if the Company fails to complete the Business Combination by January 19, 2023. The founders (not including the anchor investors who purchase units in the Initial Public Offering and certain membership interest in the Sponsor, if any), officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any public shares held by them in connection with the completion of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial Business Combination by January 19, 2023or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private Placement Shares held by them if the Company fails to complete an initial Business Combination by January 19, 2023, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the prescribed time frame. If the Company submits it initial Business Combination to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares of Common Stock voted are voted in favor of the initial Business Combination. In no event will the Company redeem its public shares of Common Stock in an amount that would cause its net tangible assets to be less than $ 5,000,001 . In such case, the Company would not proceed with the redemption of public shares of Common Stock and the related Business Combination, and instead may search for an alternate Business Combination. The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s F- 8 Table of Contents indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability for such third party claims. Liquidity and Capital Resource As of December 31, 2021, the Company had $ 478,868 in cash held outside its Trust Account available for the Company’s payment of expenses related to working capital purposes subsequent to the Initial Public Offering. Prior to the Initial Public Offering, the Company’s liquidity needs had been satisfied through a loan under an unsecured promissory note from the Sponsor of $ 300,000 . The promissory note from the Sponsor was repaid in full on July 19, 2021. Upon the closing of the Initial Public Offering on July 19, 2021, the issuance and sale of Option Units on July 21, 2021 and the issuance and sale of Private Placement Shares and Additional Private Placement Shares, $ 45,186,000 of cash was placed in the Trust Account. In order to finance transaction costs in connection with a Business Combination, the initial stockholders or affiliates of the initial stockholders or certain of the Company’s officers and directors may, but are not obligated to, provide the Company working capital loans, as defined below (see Note 6). To date, there were no amounts outstanding under any working capital loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. ​ ​ Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Table of Contents Use of Estimates The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents. Investments held in Trust Account ​ At December 31, 2021, the assets held in the Trust Account were held in money market funds, which are invested in U.S. Treasury securities. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and adjusted for the amortization or accretion of premiums or discounts. Offering Costs The Company complies with the requirements of FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials ” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering ”. Offering costs were $ 3,019,474 consisting principally of underwriting, legal, accounting and other expenses that are directly related to the Initial Public Offering and charged to stockholders’ equity upon the completion of the Initial Public Offering. Warrants The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. (See Note 9). F- 10 Table of Contents Common Stock Subject to Possible Redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Common Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Common Stock are classified as stockholders’ equity. The Company’s public shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of December 31, 2021, Common Stock subject to possible redemption are presented at redemption value of $ 10.20 per share as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common Stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. As of December 31, 2021, approximately $ 229,000 was over the Federal Deposit Insurance Corporation (FDIC) limit. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: ● Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active market. ● Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. ● Level 3 - inputs to the valuation methodology are unobservable and significant to the fair value. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. F- 11 Table of Contents The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Net Income (Loss) per Share The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable Common Stock and non-redeemable Common Sock and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable Common Stock. Any remeasurement of the accretion to redemption value of the Common Stock subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2021, the Company has not considered the effect of the Warrants sold in the Initial Public Offering to purchase an aggregate of 2,215,000 shares in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. As a result, diluted income (loss) per share is the same as basic (income) loss per share for the period presented. The net income (loss) per share presented in the statement of operations is based on the following: ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ January 6, 2021 ​ ​ (inception) through ​ December 31, 2021 Net loss ​ $ ( 247,718 ) Accretion of carrying value to redemption value ​ ​ ( 4,635,386 ) Net loss including accretion of carrying value to redemption value ​ $ ( 4,883,104 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Period From ​ ​ January 6, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 ​ ​ ​ ​ Non- ​ ​ Redeemable ​ Redeemable ​ ​ Common ​ Common ​ Stock Stock Basic and diluted net income/(loss) per share: ​ ​ ​ ​ ​ ​ Numerators: ​ ​ ​ ​ Allocation of net loss including carrying value to redemption value ​ $ ( 3,090,769 ) ​ $ ( 1,792,335 ) Accretion of carrying value to redemption value ​ ​ 4,635,386 ​ ​ — Allocation of net income/(loss) ​ $ 1,544,617 ​ $ ( 1,792,335 ) Denominators: ​ ​ ​ ​ Weighted-average shares outstanding ​ ​ 2,033,677 ​ ​ 1,179,328 Basic and diluted net income/(loss) per share ​ $ 0.76 ​ $ ( 1.52 ) ​ F- 12 Table of Contents Recent Accounting Pronouncements Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Note 3 — Investments Held in Trust Account As of December 31, 2021, assets held in the Trust Account were comprised of $ 45,187,428 in money market funds which are invested in U.S. Treasury Securities. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: ​ ​ ​ ​ ​ ​ ​ Description Level December 31, 2021 Assets: ​ ​ ​ Trust Account - U.S. Treasury Securities Money Market Fund 1 ​ $ 45,187,428 ​ ​ ​ ​ Note 4 — Initial Public Offering Pursuant to the Initial Public Offering on July 19, 2021, the Company sold 4,000,000 Units at $ 10.00 per Public Unit, which does not include the 45-day option of the exercise of the underwriters’ 600,000 over-allotment option. On July 21, 2021, the underwriters partially exercised the over-allotment option and purchased 430,000 Option Units at a price of $ 10.00 per Option Unit, generating gross proceeds of $ 4,300,000 . The remaining 170,000 Option Units were expired on September 1, 2021. Transaction costs in connection with the Initial Public Offering and the issuance and sale of Option Units amounted to $ 3,019,474 , consisting of $ 886,000 of underwriting fees, $ 1,550,500 of Business Combination Fee (defined in Note 8 below) and $ 582,974 of other offering costs. Each Unit has an offering price of $ 10.00 and consists of one share of the Common Stock and one -half of one redeemable Warrant. The Company will not issue fractional shares. As a result, the warrants must be exercised in multiples of one whole Warrant. Each whole Warrant entitles the holder thereof to purchase one share of the Company’s Common Stock at a price of $ 11.50 per share, and only whole Warrants are exercisable. The Warrants will become exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing of the Initial Public Offering, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation. All of the 4,430,000 public shares sold as part of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation, or in connection with the Company’s liquidation. In accordance with the Securities and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be classified outside of permanent equity. The Company’s redeemable Common Stock is subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes immediately. The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital). F- 13 Table of Contents As of December 31, 2021, the Common Stock reflected on the balance sheet are reconciled in the following table. ​ ​ ​ ​ ​ ​ As of ​ ​ December 31, ​ ​ 2021 Gross proceeds ​ $ 44,300,000 Less: ​ ​ ​ Proceeds allocated to warrants ​ $ ( 783,301 ) Offering costs of public shares ​ ( 2,966,085 ) Plus: ​ Accretion of carrying value to redemption value ​ 4,635,386 Common Stock subject to possible redemption ​ $ 45,186,000 ​ ​ ​ Note 5 — Private Placement Simultaneously with the closing of the Initial Public Offering, the Sponsor and Tradeup INC. purchased an aggregate of 295,000 shares of Common Stock at a price of $ 10.00 per share, among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC. purchased 59,000 Private Placement Shares, generating total proceeds of $ 2,950,000 . On July 21, 2021, the Company consummated the sale of additional 17,200 Private Placement Shares with the Sponsor and Tradeup INC., among which, the Sponsor purchased 13,760 Private Placement Shares and Tradeup INC. purchased 3,440 Private Placement Shares, at a price of $ 10.00 per Private Placement share, generating total proceeds of $ 172,000 . The proceeds from the sale of the Private Placement Shares were held outside of the Trust Account and is available for the payment of offering costs and for working capital purposes. The Sponsor will be permitted to transfer the Private Placement Shares held by them to certain permitted transferees, including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees receiving such shares will be subject to the same agreements with respect to such securities as the founders. Otherwise, these Private Placement Shares will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of the Company’s Business Combination. ​ Note 6 — Related Party Transactions Founder and Private Placement Shares On January 20, 2021, the Sponsor acquired 1,150,000 founder shares for an aggregate purchase price of $ 25,000 . On February 11, 2021, in connection with a restructure of the Sponsor, the Sponsor forfeited 1,150,000 founder shares upon the receipt of the refund of purchase price of $ 25,000 . On February 12, 2021, the Sponsor acquired 920,000 founder shares for a purchase price of $ 20,000 and Tradeup INC. acquired 230,000 founder shares for a purchase price of $ 5,000 , respectively (collectively as the “Founder Shares”). As of December 31, 2021, there were 1,107,500 Founder Shares issued and outstanding, net of the forfeiture of the 42,500 Founder Shares as the underwriters’ over-allotment is not exercised in full by September 1, 2021, 45-day from the date of the Initial Public Offering. The aggregate capital contribution was $ 25,000 , or approximately $ 0.02 per share. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20 % of the outstanding shares upon completion of the Initial Public Offering. The founders have agreed not to transfer, assign or sell 50 % of its Founder Shares until the earlier to occur of: (A) six months after the date of the consummation of the Company’s initial business combination, or (B) the date on which the closing price of the Company’s Common Stock equals or exceeds $ 12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing after the Company’s initial business combination and the remaining 50 % of the Founder Shares may not be transferred, assigned or sold until six months after the date of the consummation of the Company’s initial business combination, or earlier, in either case, if, subsequent to the Company’s initial business combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. F- 14 Table of Contents On July 19, 2021, the Company consummated the sale of 295,000 Private Placement Shares at a price of $ 10.00 per share in the Private Placement to the Sponsor and Tradeup INC., among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC. purchased 59,000 Private Placement Shares, generating gross proceeds of $ 2,950,000 . On July 21, 2021, the Company consummated the sale of additional 17,200 Private Placement Shares with the Sponsor and Tradeup INC. at a price of $ 10.00 per Private Placement share, among which, the Sponsor purchased 13,760 Private Placement Shares and Tradeup INC. purchased 3,440 Private Placement Shares, generating total proceeds of $ 172,000 . The Private Placement Shares are identical to the shares of Common Stock sold as part of the units in this Initial Public Offering, subject to limited exceptions. The Private Placement Shares will not be transferable, assignable or salable until 30 days after the completion of the Company’s initial Business Combination. Promissory Note — Related Party On January 19, 2021, the Sponsor has agreed to loan the Company up to $ 400,000 to be used for a portion of the expenses of the Initial Public Offering. This loan is non-interest bearing, unsecured and is due at the earlier of (1) June 20, 2021 or (2) the closing of the Initial Public Offering. The loan will be repaid upon the closing of the Initial Public Offering out of the offering proceeds not held in the Trust Account. On June 19, 2021 the Sponsor has agreed to extend the maturity date of the loan to the Company to the earlier of August 31, 2021 or the closing date of the Initial Public Offering. The outstanding balance under the Promissory Note was repaid at the closing of the Initial Public Offering on July 19, 2021. Related Party (Working Capital) Loans In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial business combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,200,000 of such loans may be convertible into private Placement shares, at a price of $ 10.00 per share at the option of the lender. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from the Trust Account would be used for such repayment. As of December 31, 2021, the Company had no borrowings under the working capital loans. ​ Note 7 — Commitments & Contingencies Risks and Uncertainties Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Registration Rights The holders of the Founder Shares, Private Placement Shares and Common Stock that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Common Stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriters Agreement The Company granted the underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 600,000 Option Units to cover over-allotments, if any. On July 21, 2021, the Underwriters partially exercised the over-allotment option F- 15 Table of Contents and purchased 430,000 Option Units at a price of $ 10.00 per Option Unit, generating gross proceeds of $ 4,300,000 . The Company paid an underwriting discount of 2.00 % of the gross proceeds of the Initial Public Offering and the sale of Option Units or $ 886,000 to the underwriters at the closing of the Initial Public Offering and the sale of Option Units. Business Combination Marketing Agreement The Company has engaged US Tiger Securities, Inc., EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) and R.F. Lafferty & Co., Inc. the representatives (the “Representatives”) of the underwriters of the Initial Public Offering in connection with a Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company is obligated to pay the Representatives a cash fee (the “Business Combination Fee”) pursuant to a Business Combination Marketing Agreement for such services upon the consummation of the Company’s initial Business Combination, equal to 3.5 % of the gross proceeds of the Initial Public Offering and the sale of over-allotment Option Units as discussed in Note 8. ​ Note 8 — Deferred Underwriters’ Business Combination Fees The Company is obligated to pay the Representatives a deferred Business Combination Fee equal to 3.5 % of the gross proceeds of the Initial Public Offering and the sale of over-allotment Option Units. Upon completion of the Business Combination, $ 1,550,500 will be paid to the underwriters from the funds held in the Trust Account. ​ Note 9 — Stockholders’ Equity Preferred stock —The Company is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share and with such designations, voting and other rights and preferences as may be determined from time to time by the company’s board of directors. As of December 31, 2021, there were no preference shares issued or outstanding . Common stock — The Company is authorized to issue up to 30,000,000 shares of Common Stock, par value $ 0.0001 per share. As of December 31, 2021, there were 1,419,700 shares of Common Stock issued and outstanding , excluding 4,430,000 shares of Common Stock subject to possible redemption. Common stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. The Company’s stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors out of funds legally available therefor. Warrants — In July 2021, the Company issued 2,215,000 Warrants in connection with the Initial Public Offering and the sale of the Option Units. Each whole Warrant entitles the registered holder to purchase one whole share of the Company’s Common Stock at a price of $ 11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or the completion of the initial Business Combination. Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only for a whole number of shares of Common Stock. This means that only a whole Warrant may be exercised at any given time by a warrant holder. No fractional Warrants will be issued upon separation of the units and only whole Warrants will trade. The Warrants will expire five years after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation. F- 16 Table of Contents The Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable commercially reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. No Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Common Stock. Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Once the Warrants become exercisable, the Company may call the Warrants for redemption: ● in whole and not in part; ● at a price of $ 0.01 per Warrant; ● upon not less than 30 days ’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and ● if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 - trading day period ending on third business day before the Company send the notice of redemption to the warrant holders. The Company accounted for the 2,150,000 Warrants issued with the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity” and ASC 815-40, “Derivatives and Hedging: Contracts in Entity’s Own Equity”. The Company accounted for the Warrant as an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity. The Company estimates that the fair value of the Warrants is approximately $ 0.8 million, or 0.36 per Unit. ​ Note 10 — Income Taxes The Company’s taxable income primarily consists of interest earned on investments held in the Trust Account. There was no income tax expense for the period from January 6, 2021 (inception) through December 31, 2021. The income tax provision (benefit) consists of the following for the period from January 6, 2021 (inception) through December 31, 2021: ​ ​ ​ ​ ​ ​ ​ For the Period from ​ ​ ​ January 6, 2021 ​ ​ ​ (inception) through ​ ​ ​ December 31, 2021 Current ​ ​ Federal ​ $ — State ​ — Deferred ​ Federal ​ ( 52,021 ) State ​ — Valuation allowance ​ 52,021 Income tax provision ​ $ — ​ F- 17 Table of Contents A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: ​ ​ ​ ​ ​ ​ For the Period from ​ ​ January 6, 2021 ​ ​ (inception) through ​ ​ December 31, 2021 U.S. statutory rate 21.0 % Change in valuation allowance ( 21.0 ) % Effective tax rate 0.0 % ​ The Company’s net deferred tax assets were as follows as of December 31, 2021 ​ ​ ​ ​ ​ Deferred tax assets: ​ ​ Net operating loss carryover ​ $ 52,021 Total deferred tax assets ​ 52,021 Valuation allowance ​ ( 52,021 ) Deferred tax asset, net of allowance ​ $ — ​ As of December 31, 2021, the Company had $ 52,021 of U.S. federal and state net operating loss carryovers available to offset future taxable income which do not expire. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. ​ ​ Note 11 — Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date on which the financial statements were issued. The Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statement. ​ ​ ​ F- 18