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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