SAI.TECH Global Corp Files 20-F Annual Report

TL;DR

<b>SAI.TECH Global Corp has filed its annual 20-F report, detailing its financial performance and corporate structure for the fiscal year ending December 31, 2023.</b>

AI Summary

SAI.TECH Global Corp (SAIHW) filed a Foreign Annual Report (20-F) with the SEC on April 23, 2024. SAI.TECH Global Corp filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company's ordinary shares (SAI) and warrants (SAITW) are traded on The Nasdaq Stock Market LLC. As of December 31, 2023, SAI.TECH Global Corp had 14,413,299 Class A Ordinary Shares outstanding. The company was formerly known as TradeUP Global Corp, with a name change effective February 19, 2021. SAI.TECH Global Corp is incorporated in the Cayman Islands and its principal executive offices are located in Singapore.

Why It Matters

For investors and stakeholders tracking SAI.TECH Global Corp, this filing contains several important signals. This filing provides investors with crucial information regarding the company's financial health, operational status, and future outlook as required by the SEC. The report confirms the company's listing on the Nasdaq, offering transparency for shareholders and potential investors about its market presence.

Risk Assessment

Risk Level: low — SAI.TECH Global Corp shows low risk based on this filing. The filing is a standard annual report (20-F) and does not contain immediate red flags, indicating a routine disclosure process.

Analyst Insight

Review the full 20-F filing for detailed financial statements, risk factors, and management discussion to assess the company's performance and strategic direction.

Key Numbers

• 20231231 — Fiscal Year End (Conformed Period of Report)
• 20240423 — Filing Date (Filed as of Date)
• 14,413,299 — Class A Ordinary Shares (Outstanding shares as of December 31, 2023)
• 001-40368 — SEC File Number (Commission file number)

Key Players & Entities

• SAI.TECH Global Corp (company) — Registrant
• The Nasdaq Stock Market LLC (company) — Exchange where securities are registered
• TradeUP Global Corp (company) — Former company name
• Ian Zou (person) — Company Contact Person
• 14,413,299 (dollar_amount) — Class A Ordinary Shares outstanding as of December 31, 2023

FAQ

Industry Context

SAI.TECH Global Corp operates within the finance services sector, specifically focusing on crypto assets as indicated by its SIC code.

Regulatory Implications

As a foreign private issuer, SAI.TECH Global Corp files an annual report on Form 20-F with the SEC, which is a comprehensive disclosure document.

What Investors Should Do

1. Thoroughly review the financial statements and management's discussion and analysis (MD&A) within the 20-F for detailed insights into the company's financial health and operational performance.
2. Examine the risk factors section to understand potential challenges and uncertainties that could impact the company's future operations and stock performance.
3. Investigate any disclosures related to crypto assets and their impact on the company's business model and financial reporting.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the annual report
• 2024-04-23: Filing Date — Date the 20-F report was officially filed with the SEC
• 2021-02-19: Name Change — Date the company changed its name from TradeUP Global Corp to SAI.TECH Global Corp

Year-Over-Year Comparison

This is the initial 20-F filing for SAI.TECH Global Corp as an annual report, following its name change from TradeUP Global Corp.

Key Financial Figures

• $0.0001 — registered Ordinary Shares, par value $0.0001 per share SAI The Nasdaq Stock Market
• $ — ll references in this Annual Report to "$," "U.S. $," "U.S. dollars" and "dollars
• $10.00 — Class A Ordinary Shares, at a price of $10.00 per share, issued to the Sponsor in a p
• $11.50 — ordinary share at an exercise price of $11.50 per share, sold in the TradeUP IPO; v

Filing Documents

• ea0203793-20f_saitech.htm (20-F) — 2427KB
• ea020379301ex8-1_saitech.htm (EX-8.1) — 1KB
• ea020379301ex12-1_saitech.htm (EX-12.1) — 9KB
• ea020379301ex12-2_saitech.htm (EX-12.2) — 9KB
• ea020379301ex13-1_saitech.htm (EX-13.1) — 4KB
• ea020379301ex13-2_saitech.htm (EX-13.2) — 4KB
• ea020379301ex14-1_saitech.htm (EX-14.1) — 2KB
• ea020379301ex97-1_saitech.htm (EX-97.1) — 18KB
• image_001.jpg (GRAPHIC) — 8KB
• image_002.jpg (GRAPHIC) — 14KB
• image_003.jpg (GRAPHIC) — 14KB
• image_004.jpg (GRAPHIC) — 17KB
• image_005.jpg (GRAPHIC) — 7KB
• image_006.jpg (GRAPHIC) — 26KB
• image_007.jpg (GRAPHIC) — 30KB
• image_008.jpg (GRAPHIC) — 10KB
• image_009.jpg (GRAPHIC) — 39KB
• ex8-1_001.jpg (GRAPHIC) — 65KB
• 0001213900-24-035379.txt (&nbsp;) — 10033KB
• sai-20231231.xsd (EX-101.SCH) — 107KB
• sai-20231231_cal.xml (EX-101.CAL) — 60KB
• sai-20231231_def.xml (EX-101.DEF) — 389KB
• sai-20231231_lab.xml (EX-101.LAB) — 694KB
• sai-20231231_pre.xml (EX-101.PRE) — 411KB
• ea0203793-20f_saitech_htm.xml (XML) — 1191KB

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS 1

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 1

KEY INFORMATION

ITEM 3. KEY INFORMATION 1

INFORMATION ON THE COMPANY

ITEM 4. INFORMATION ON THE COMPANY 60

UNRESOLVED STAFF COMMENTS

ITEM 4A. UNRESOLVED STAFF COMMENTS 79

OPERATING AND FINANCIAL REVIEW AND PROSPECTS

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 79

DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 97

MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 107

FINANCIAL INFORMATION

ITEM 8. FINANCIAL INFORMATION 112

THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING 112

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION 113

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 117

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 117 PART II 118

DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 118

MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 118

CONTROLS AND PROCEDURES

ITEM 15. CONTROLS AND PROCEDURES 118

[RESERVED]

ITEM 16. [RESERVED] 119

A. AUDIT COMMITTEE FINANCIAL EXPERT

ITEM 16.A. AUDIT COMMITTEE FINANCIAL EXPERT 119

B. CODE OF ETHICS

ITEM 16.B. CODE OF ETHICS 119

C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

ITEM 16.C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 120

D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

ITEM 16.D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 120

E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

ITEM 16.E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 120

F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

ITEM 16.F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 120

G. CORPORATE GOVERNANCE

ITEM 16.G. CORPORATE GOVERNANCE 120

H. MINE SAFETY DISCLOSURE

ITEM 16.H. MINE SAFETY DISCLOSURE 120

I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION

ITEM 16.I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTION 121

J. INSIDER TRADING POLICIES

ITEM 16.J. INSIDER TRADING POLICIES 121

CYBERSECURITY

ITEM 16K CYBERSECURITY 121 PART III 122

FINANCIAL STATEMENTS

ITEM 17. FINANCIAL STATEMENTS 122

FINANCIAL STATEMENTS

ITEM 18. FINANCIAL STATEMENTS 122

EXHIBITS

ITEM 19. EXHIBITS 122

SIGNATURES

SIGNATURES 124 i EXPLANATORY NOTE Unless otherwise indicated or the context otherwise requires, all references in this annual report on Form 20-F (the "Annual Report") to the terms "SAI," the "Company," "we," "us" and "our" refer to SAI.TECH Global Corporation, a Cayman Islands exempted holding company, together as a group with its subsidiaries. Our consolidated financial statements are presented in U.S. dollars. All references in this Annual Report to "$," "U.S. $," "U.S. dollars" and "dollars" mean U.S. dollars, unless otherwise noted. ii SELECTED DEFINITIONS "bitcoin" means the type of virtual currency based on an open source cryptographic protocol existing on the Bitcoin Network. "Business Combination" means the transactions contemplated by the Business Combination Agreement, including, the merger; "Business Combination Agreement" means the Business Combination Agreement, as amended dated as of September 27, 2021, among TradeUP, Merger Sub and Old SAI, as amended as of October 20, 2021, and January 26, 2022, and March 22, 2022 ; "Class A Ordinary Shares" means the Class A ordinary shares, par value $0.0001 per share, of SAI; "Class B Ordinary Shares" means the Class B ordinary shares, par value $0.0001 per share, of SAI; "Closing" means the closing of the Business Combination; "Code" means the Internal Revenue Code of 1986, as amended; "Companies Act" means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced; "current memorandum and articles of association" means the amended and restated certificate memorandum and articles of association of TradeUP, effective April 28, 2021; "Exchange Act" means the Securities Exchange Act of 1934, as amended; "GAAP" means generally accepted accounting principles in the United States; "hash rate" means a measure of the computational power per second used when mining; "Investment Company Act" means the U.S. Investment Company Act of 1940, as amen

Forward-looking statements are subject to known

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this Annual Report. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this Annual Report or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks described in the reports we will file from time to time with the United States Securities and Exchange Commission (the "SEC") after the date of this Annual Report. Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance, or achievements. Moreover, neither we nor any other person assume responsibility for the accuracy or completeness of any of these forward-looking acting on our behalf. vii PART I

IDENTITY

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY

ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors An investment in our securities carries a significant degree of risk. You should carefully consider the following risks and other information in this Annual Report, including our consolidated financial statements and related notes included herein, in connection with your ownership of our securities. If any of the events described below occur, our business and financial results could be adversely affected in a material way. This could cause the trading price of our securities to decline, perhaps significantly, and you therefore may lose all or part of your investment. The risks set out below are not exhaustive and do not comprise all of the risks associated with an investment in the Company. Additional risks and uncertainties not currently known to us or which we currently deem immaterial may also have a material adverse effect on our business, financial condition, results of operations, and prospects. Summary Risk Factors The below summary risks provide an overview of the material risks we are exposed to in the normal course of our business activities. The below summary risks do not contain all of the information that may be important to you, and you should read the summary risks below together with the more detailed discussion of risks set forth following this section under the heading "Risk Factors," as well as elsewhere in this Annual Report. The summary risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not currently known to us or that we currently deem less significant may also affect our business operations or financial results. Consistent with the foregoing, we are exposed to a variety of risks, including those associated with the following: We have a limited operating history in an evolving and highly volatile industry and

View Full Filing

View this 20-F filing on SEC EDGAR