Item 1.01. Entry into a Material Definitive Agreement
Second Amendment to Business Combination Agreement
As previously announced by
On
The foregoing amendment reduced the Merger Consideration from
Sponsor Letter Agreement Amendment No. 2
Concurrently with the execution of the Second Amendment, the Company,
The foregoing description of the Letter Agreement Amendment No. 2 does not purport to be complete and is qualified in its entirety by the terms and conditions of the Letter Agreement Amendment No. 2 filed as Exhibit 10.1 hereto and incorporated by reference herein.
Important Information About the Business Combination and Where to Find It
In connection with the proposed Business Combination, the Company has filed with
the
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Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants
in the solicitation of proxies from the Company's shareholders with respect to
the Business Combination. A list of the names of those directors and executive
officers and a description of their interests in the Company is contained in the
Company's registration statement on Form S-1, which was initially filed with the
SAITECH and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be contained in the Registration Statement when available.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. The Company's and SAITECH's actual results may differ from
their expectations, estimates and projections and consequently, you should not
rely on these forward looking statements as predictions of future events. Words
such as "expect," "estimate," "project," "budget," "forecast," "anticipate,"
"intend," "plan," "may," "will," "could," "should," "believes," "predicts,"
"potential," "continue," and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements include, without
limitation, the Company's and SAITECH's expectations with respect to future
performance and anticipated financial impacts of the Business Combination, the
satisfaction of the closing conditions to the Business Combination and the
timing of the Closing. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to differ materially
from the expected results. Most of these factors are outside the Company's and
SAITECH's control and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) the outcome of any legal
proceedings that may be instituted against the Company and SAITECH following the
announcement of the Business Combination Agreement and the transactions
contemplated therein; (2) the inability to complete the Business Combination,
including due to failure to obtain approval of the shareholders of the Company,
approvals or other determinations from certain regulatory authorities, or other
conditions to closing in the Business Combination Agreement; (3) the occurrence
of any event, change or other circumstance that could give rise to the
termination of the Business Combination Agreement or could otherwise cause the
transactions contemplated therein to fail to close; (4) the risk that the
Business Combination disrupts current plans and operations as a result of the
announcement and consummation of the Business Combination; (5) the ability to
recognize the anticipated benefits of the Business Combination, which may be
affected by, among other things, competition and the ability of the combined
company to grow and manage growth profitably and retain its key employees;
(6) costs related to the Business Combination; (7) changes in applicable laws or
regulations; (8) the possibility that SAITECH or the combined company may be
adversely affected by other economic, business, and/or competitive factors;
(10) the impact of COVID-19 on SAITECH's business and/or the ability of the
parties to complete the Business Combination; and (11) other risks and
uncertainties indicated from time to time in the proxy statement/prospectus
relating to the Business Combination, including those under "Risk Factors" in
the Registration Statement, and in the Company's other filings with the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report on Form 8-K shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description of Document 2.1 Second Amendment to Business Combination Agreement, dated as ofJanuary 26, 2022 , by and amongTradeUP Global Corporation , TGC Merger Sub, andSAITECH Limited 10.1 Letter Agreement Amendment No. 2, dated as ofJanuary 26, 2022 , by and amongTradeUP Global Sponsor, LLC ,TradeUP Global Corporation and certain ofTradeUP Global Sponsor, LLC's equityholders 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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