SAITECH Limited entered into a definitive business combination agreement to acquire TradeUP Global Corporation (NasdaqCM:TUGC) from TradeUP Global Sponsor LLC and others in a reverse merger transaction for approximately $220 million on September 27, 2021. Upon the closing of the transaction, and assuming none of TradeUP Global's public shareholders elect to redeem their shares, existing SAITECH shareholders, including Energy Science Artist Holding Limited (“ESAH”), are expected to own approximately 80% of the outstanding ordinary shares of combined company, the TradeUP Global sponsor is expected to own approximately 4% of the outstanding ordinary shares of the combined company (and, together with certain affiliates that are existing shareholders of SAITECH), beneficially own approximately 14%), and TradeUP Global public shareholders are expected to own approximately 16% of the outstanding ordinary shares of combined company. ESAH will receive new Class B ordinary shares of TradeUP Global in exchange for existing Class B ordinary shares of SAITECH that will entitle ESAH to approximately 87% of the voting power of the TradeUP Global Class A ordinary shares and Class B ordinary shares voting together as a single class. In connection with the closing of the transaction, TradeUP Global will change its name to SAI.TECH Global Corporation. The combined company will result in SAITECH becoming a publicly listed company on NASDAQ under the new ticker symbol “SAI”. As of October 22, 2021, there were 5,836,013 TradeUP ordinary shares outstanding (of which 5,563,766 were Class A ordinary shares and 272,247 were Class B ordinary shares) and 2,244,493 warrants to acquire TradeUP Class A ordinary shares. The maximum grant date fair value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year is (i) $750,000 total in value or (ii) in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1 million in total value. SAITECH's Chief Executive Officer and the current management team will continue to lead the combined company. SAITECH Limited announced that it expects to appoint two additional members to its Board upon the consummation of the pending business combination. Yusen Chen and Jinlong Zhu will join the Board.

The consummation of the transaction is subject to customary conditions, including, among other things, (i) the approval of the transaction by the shareholders of TradeUP, (ii) TradeUP having an aggregate cash amount of at least $17.5 million available at closing in TradeUP's trust account, (iii) TradeUP having at least $5,000,001 of net tangible assets, (iv) the expiration or termination of the waiting period (or any extension thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (v) SAITECH having at least $1.0 million of net cash at closing, (vi) the receipt of certain regulatory approvals, (vii) the approval of the shareholders of SAITECH, (viii) the registration statement shall have been declared effective by the SEC, (ix) shares to be issued in connection with the transactions shall have been approved for listing on the NASDAQ, (x) each of the Purchaser Lock-Up Agreements shall be in full force and effect in accordance with the terms thereof as of the closing date, (xi) execution of ancillary document to which TradeUP is a party or otherwise bound, and (xii) execution of the Registration Rights Agreement. SAITECH shareholders holding the requisite vote have executed a support agreement and agreed to vote in favor of the merger. The boards of directors of TradeUP Global have unanimously approved the transaction. The boards of directors of SAITECH have also approved the transaction. The TradeUP Board recommends that the shareholders vote “FOR” the Business Combination Proposal. As of October 22, 2021, TradeUP Global filed a Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission's, which includes a preliminary prospectus and preliminary proxy statement. As of March 31, 2022, TradeUP Global's Registration Statement on Form F-4 has been declared effective. On April 22, 2022, TradeUP Global shareholder approved the transaction. The transaction is expected to close in the first quarter of 2022. The proceeds from this transaction is expected to be $44.9 million of cash in trust and will be used to invest in our growth initiatives and recycled energy technologies, fulfilling our mission of promoting the clean evolution of bitcoin mining.

Douglas Lionberger, Simon Luk, Dean Hinderliter, Jennifer Stadler, Chris A. Ferazzi and Michael J. Blankenship of Winston & Strawn LLP acted as the legal advisors to SAITECH. George Weston of Harney Westwood & Riegels LP acted as legal advisor to SAITECH. Very Wise Consulting acted as financial advisor to SAITECH. Duff & Phelps acted as the M&A financial advisor to the Audit Committee of TradeUP Global. David C. Buck, Jinfei Zhang, Angela Richards, Corey Perry, Karen Kazmerzak, Elizabeth Chen and Lilya Tessler of Sidley Austin LLP acted as the legal advisor to TradeUP Global, and DLA Piper LLP acted as legal advisor to the Audit Committee of TradeUP Global. Suzanne Correy of Maples and Calder (Cayman) LLP acted as legal advisor and US Tiger Securities, Inc. acted as financial advisor to TradeUP. D.F. King & Co., Inc. acted as the information agent to TradeUP and will receive a fee of $12,500 for its services. VStock Transfer, LLC acted as the transfer agent to TradeUP.

SAITECH Limited completed the acquisition of TradeUP Global Corporation (NasdaqCM:TUGC) from TradeUP Global Sponsor LLC and others in a reverse merger transaction on April 29, 2022. The Class A ordinary shares and warrants of SAI will commence trading on the Nasdaq Stock Market on May 2, 2022. TradeUP Global Corporation's Chairman and Co-Chief Executive Officer and the controlling owner of its sponsor, Jianwei Li, is continuing as a director of the combined company. SAITECH's current Chief Executive Officer Risheng Li and Chief Financial Officer Jian Zou to become the respective Chief Executive Officer and Chief Financial Officer.