Item 1.01. Entry into a Material Definitive Agreement.

As previously announced, on December 22, 2022, TradeUP Acquisition Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting"), where the stockholders of the Company approved the Company to, among others, amend the Investment Management Trust Agreement dated July 14, 2021 (the "Trust Agreement"), by and between the Company and Wilmington Trust, National Association (the "Trustee") to extend the liquidation date from January 19, 2023 to July 19, 2023 . Upon the stockholders' approval, on December 29, 2022, the Company and the Trustee entered into the amendment to the Trust Agreement. A copy of the amendment to the Trust Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Special Meeting, the stockholders of the Company also approved the proposal to amend the Company's amended and restated certificate of incorporation (the "Charter")

to extend the date before which the Company must complete a business combination from January 19, 2023 to July 19, 2023 or such earlier date as determined by the board of directors of the Company (such extension is herein referred to as the "Extension"), and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended (the "Extension Proposal"). Upon the stockholders' approval, on December 29, 2022, the Company filed a certificate of amendment to the Charter which became effective upon filing. A copy of the certificate of amendment to the Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.

Item 8.01. Other Events.

In connection with the votes to approve the Extension Proposal, 3,519,780 shares of common stock of the Company were rendered for redemption.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description


  3.1         Certificate of Amendment to the Amended and Restated Certificate of
            Incorporation, adopted by stockholders of the Company on December 22,
            2022 and filed with the Secretary of State of the State of Delaware on
            December 29, 2023
  10.1        Amendment to the Investment Management Trust Agreement dated December
            29, 2023, between the Company and Wilmington Trust, National
            Association.

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