Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On March 3, 2023, TradeUP Acquisition Corp. (the "Company") issued an unsecured promissory note (the "Promissory Note") in the amount of $50,000 to Tradeup INC., one of the founders of the Company. The proceeds of the Promissory Note, which may be drawn down from time to time until the Company consummates its initial business combination (the "Business Combination"), will be used as general working capital purposes.

The Promissory Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Business Combination or (ii) the date of expiry of the term of the Company (the "Maturity Date"). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Promissory Note may be accelerated.

The payee of the Promissory Note, Tradeup INC. (the "Payee"), has the right, but not the obligation, to convert the Promissory Note, in whole or in part, respectively, into private shares of the common stock (the "Conversion Shares") of the Company, as described in the prospectus of the Company (File No.: 333-253322), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Shares to be received by the Payee in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $10.00.

The issuance of the Promissory Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The copy of the Promissory Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Promissory Note.

Item 3.02 Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Conversion Shares, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Payee until 30 days after the completion of the Company's initial Business Combination and (2) are entitled to registration rights.

Item 9.01

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