Energy Science Artist Discloses Stake in SAI.TECH Global Corp

TL;DR

**Energy Science Artist Holding Ltd just revealed a major stake in SAI.TECH Global Corp via a 13D filing!**

AI Summary

Energy Science Artist Holding Ltd filed an SC 13D on February 15, 2024, disclosing its beneficial ownership in SAI.TECH Global Corp. The filing pertains to Class B Ordinary Shares with a par value of $0.0001 per share, and the event date for the filing was April 29, 2022. Risheng Li is listed as the contact person for the filer.

Why It Matters

This filing signals a significant ownership stake by Energy Science Artist Holding Ltd in SAI.TECH Global Corp, providing transparency to investors about who controls a substantial portion of the company's voting shares.

Risk Assessment

Risk Level: low — This is an initial disclosure of beneficial ownership, which is a standard regulatory requirement and does not inherently indicate high risk without further details on the filer's intent.

Key Numbers

• $0.0001 — Par Value per Share (Par value of SAI.TECH Global Corp Class B Ordinary Shares)

Key Players & Entities

• SAI.TECH Global Corp (company) — Subject Company
• Energy Science Artist Holding Ltd (company) — Filer
• Risheng Li (person) — Person Authorized to Receive Notices for Filer
• TradeUP Global Corp (company) — Former Name of Subject Company
• $0.0001 (dollar_amount) — Par value per share

FAQ

Key Financial Figures

• $0.0001 — r) Class B Ordinary Shares, par value $0.0001 per share (Title of Class of Securiti
• $188.0 million — an implied equity value for Old SAI of $188.0 million and $10.00 per share (the “exchan
• $10.00 — value for Old SAI of $188.0 million and $10.00 per share (the “exchange ratio&rd
• $14.00 — rice of Class A Ordinary Shares exceeds $14.00 per share (with respect to 50% of such
• $17.50 — 50% of such Issuer ordinary shares) and $17.50 per share (with respect to the remainin

Filing Documents

• ea193794-13denergy_saitech.htm (SC 13D) — 64KB
• 0001213900-24-014291.txt ( ) — 66KB

Security and Issuer

Item 1. Security and Issuer. This “Class B Ordinary Shares”), of SAI.TECH Global Corporation (the “Issuer”), a Cayman Islands exempted company. The address of the Issuer’s principal executive office is #01-05 Pearl’s Hill Terrace, Singapore, 168976.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is filed by Energy Science Artist Holding Limited, a British Virgin Islands Business Company. (the “Reporting Person”). (b) The business address of the Reporting Person is Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands. (c) The principal business of the Reporting Person is to serve as a holding company. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On April 29, 2022 (the “Closing Date”), SAI.TECH Global Corporation (f/k/a TradeUP Global Corporation) (the “Issuer”) consummated a business combination (the “Business Combination”) pursuant to the Business Combination Agreement, as amended (the “Business Combination Agreement”), dated September 27, 2021, by and among SAITECH Limited, a Cayman Islands exempted company (“Old SAI”), TradeUP Global Corporation, a Cayman Islands exempted company (“TradeUP”) and TGC Merger Sub, a Cayman Islands exempted company (“Merger Sub”). On the Closing Date, Merger Sub merged with and into Old SAI. The separate corporate existence of Merger Sub ceased, and Old SAI continued as the surviving entity, and as a wholly-owned subsidiary of TradeUP, which was subsequently renamed SAI.TECH Global Corporation. Immediately prior to the date and time at which all documentation and declarations required under the Cayman Act, duly executed and properly filed, became effective (the “Merger Effective Date”), (1) each Class A Ordinary Share, par value $0.0001 per share, of Old SAI outstanding as of immediately prior to the Merger Effective Date was converted into a right to receive a number of Class A Ordinary Shares, par value $0.0001 per share, determined on the basis of an exchange ratio derived from an implied equity value for Old SAI of $188.0 million and $10.00 per share (the “exchange ratio”), and (2) each Class B Ordinary Share, par value $0.0001 per share, of Old SAI outstanding as of immediately prior to the Merger Effective Date was converted into a right to receive a number of Class B Ordinary Shares, par value $0.0001 per share, determined on the basis of the exchange ratio. As of the Closing Date, the exchange ratio was approximately 0.013376. In connection with the closing of the Business Combination (the “

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in Item 3 of this Schedule 13D is incorporated herein by reference. CUSIP No. G7852T145 Schedule 13D Page 4 of 6 Pages The Reporting Person may, directly or through one or more affiliates, from time to time or at any time, acquire or seek to acquire Class A Ordinary Shares of the Issuer either in the open market or in private transactions, or dispose of or seek to dispose of all or a portion of its Class B Ordinary shares now owned or hereafter acquired. In addition, the Reporting Person may, directly or through one or more affiliates, from time to time or at any time, (i) engage in discussions with or make proposals to the Board of Directors (the “Board”) of the Issuer, other stockholders of the Issuer, and/or other third parties, or (ii) encourage, cause or seek to cause the Issuer or any of such persons: to consider or explore extraordinary corporate transactions involving the Issuer, including, among other things, a merger, reorganization, consolidation or other take-private transaction that could result in the de-listing or de-registration of the Class A or Class B Ordinary Shares; sales or acquisitions of assets or businesses; joint ventures; changes to the Issuer’s capitalization or dividend policy; or other material changes to the Issuer’s business or capital or governance structure. Any action or actions the Reporting Person may undertake with respect to his investment in the Issuer will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the Issuer’s business, prospects, and/or financial condition, the market for the Class A or Class B Ordinary Shares, general economic conditions, regulatory matters, tax considerations, debt and/or stock market conditions, other opportunities available to the Reporting Person, and other factors and future developments.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) See Rows (11) and (13) of the cover pages to this Schedule 13D. The percentage used in Row (13) of the cover page to this Schedule 13D is calculated based upon 9,630,634 Class B Ordinary Shares currently outstanding after the Business Combination. (b) See Rows (7) through (10) of the cover pages to this Schedule 13D. (c) Other than as disclosed in this Schedule 13D, the Reporting Person has not effected any transactions in the Issuer’s securities within the past 60 days. (d) No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Class B Ordinary Shares held by the Reporting Person. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On April 29, 2022, in connection with the Business Combination, concurrently with Closing, the Issuer, the Sponsor, the Reporting Person, and certain Issuer shareholders entered into a registration rights agreement (the “Registration Rights Agreement”), the form of which is attached hereto as Exhibit 5 and is incorporated herein by reference. Pursuant to the Registration Rights Agreement, among other things, the Issuer agreed to file a registration statement to permit the public resale of all registrable securities held by any party to the Registration Rights Agreement within 30 days of the Closing Date. On the Closing Date, in connection with the Closing, the Issuer and the Reporting Person entered into a Lock-Up Agreement (the “Lock-Up Agreement”), a form of which is attached hereto as Exhibit 6 and is incorporated herein by reference. Pursuant to the Lock-Up Agreement, the Reporting Person agreed, subject to certain customary exceptions, to certain restrictions on transfer with any Issuer ordinary shares received pursuant to the Business Combination Agreement during the period ending on the first anniversary of the Closing Date. Such ordinary shares are subject to earlier release on the date on which the volume weighted average trading price of Class A Ordinary Shares exceeds $14.00 per share (with respect to 50% of such Issuer ordinary shares) and $17.50 per share (with respect to the remaining 50% of such new Issuer ordinary shares) for any 20 trading days within any 30-trading day period commencing on the date that is 180 days after the Closing. The foregoing descriptions of the Amended and Restated Registration Rights Agreement and the Lock-up Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached as Exhibit 5 and Exhibit 6, respectivel

Material to be filed as Exhibits

Item 7. Material to be filed as Exhibits. Exhibit 1 Business Combination Agreement, dated as of September 27, 2021, among TradeUP, Merger Sub, and SAI, (incorporated by reference to Exhibit 2.1 to the TradeUP Global Corp. Current Report on Form 8-K (File No. 001-40368), filed with the Securities and Exchange Commission on September 28, 2021). Exhibit 2 Amendment to the Business Combination Agreement, dated as of October 20, 2021, by and among TradeUP Global Corporation, TGC Merger Sub, and SAITECH Limited (incorporated by reference to Exhibit 2.2 to the TradeUP Global Corp. Current Report on Form 8-K (File No. 001-40368), filed with the Securities and Exchange Commission on October 22, 2021). Exhibit 3 Second Amendment to the Business Combination Agreement dated as of January 26, 2022, by and among TradeUP Global Corporation, TGC Merger Sub, and SAITECH Limited (incorporated by reference to Exhibit 2.1 to the TradeUP Global Corp. Current Report on Form 8-K (File No. 001-40368), filed with the Securities and Exchange Commission on January 27, 2022). Exhibit 4 Third Amendment to the Business Combination Agreement dated as of March 22, 2022, by and among TradeUP Global Corporation, TGC Merger Sub, and SAITECH Limited (incorporated by reference to Exhibit 2.1 to the TradeUP Global Corp. Current Report on Form 8-K (File No. 001-40368), filed with the Securities and Exchange Commission on March 23, 2022). Exhibit 5 Form of Registration Rights Agreement (incorporated by reference to Annex F to TradeUP Global Corp.’s Registration Statement on Form F-4/A (File No. 333-260418), filed with the Securities and Exchange Commission on April 1, 2022). Exhibit 6 Form of Lock-up Agreement (incorporated by reference to Annex H to TradeUP Global Corp.’s Registration Statement on Form F-4/A (File No. 333-260418), filed with the Securities and Exchange Commission on April 1, 2022). [The signature page follows.] CUSIP No. G7852T145 Schedule 13D Page 6 of

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View this SC 13D filing on SEC EDGAR