Estrella Biopharma, Inc. entered into a letter of intent to acquire TradeUP Acquisition Corp. (NasdaqCM:UPTD) from TradeUP Acquisition Sponsor LLC and others in a reverse merger transaction on June 29, 2022. Estrella Biopharma, Inc. entered into a definitive business combination agreement to acquire TradeUP Acquisition Corp. from TradeUP Acquisition Sponsor LLC and others for approximately $330 million in a reverse merger transaction on September 30, 2022. Pursuant to the agreement, stockholders of Estrella immediately prior to the Effective Time collectively will receive from UPTD, in the aggregate, a number of newly issued shares of common stock of UPTD, equal to: (i) $325 million, divided by (ii) $10.06 per share. The pro forma equity valuation (assuming no redemptions) of Estrella Immunopharma is expected to be approximately $398.5 million. Upon the closing of the transaction, TradeUP?s public stockholders would retain an ownership interest of approximately 11.1% in Estrella Immunopharma, the sponsors, officers, directors and other holders of TradeUP founder shares will retain an ownership interest of approximately 3.6% of Estrella Immunopharma, and the Estrella stockholders will own approximately 81.6% of Estrella Immunopharma. As on September 29, 2023, immediately prior to completion of the business combination, Estrella closed its Series A preferred stock financings with gross proceeds of $9.75 million and a short-term debt financing with gross proceeds of $0.30 million. Additionally, in conjunction with closing of the business combination, UPTD closed the previously announced private placement of UPTD common stock with gross proceeds of $10.00 million.
Pursuant to the Merger Agreement, among other things, in accordance with the General Corporation Law of the State of Delaware, as amended (the ?DGCL?), Merger Sub will merge with and into Estrella (the ?Merger?), with Estrella surviving the Merger as a wholly owned subsidiary of the Company (?Surviving Company?). Upon closing of the transaction, Estrella shall become a publicly listed company and TradeUP will be renamed ?Estrella Immunopharma, Inc.? Estrella?s President and Chief Executive Officer, Cheng Liu and the current management team will continue to lead Estrella Immunopharma. Cheng Liu will also continue in his role as President and Chief Executive Officer of Eureka.

The transaction will require the approval of the stockholders of TradeUP and Estrella, the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated, the net tangible assets upon the consummation with the deal no less than $5,000,0001, the deal Consideration Shares having been approved for listing on Nasdaq, an aggregate of at least $20 million cash including (a) the amount of cash available in the Trust Account immediately prior to the Closing, completion of transaction financing prior to or at the closing of at least $20 million by UPTD and is subject to other customary closing conditions including the receipt of certain regulatory approvals. The board of directors of each of TradeUP and Estrella have approved the transaction. The special meeting of stockholders of TradeUP will be held on July 17, 2023. The deal is expected to close in the first half of 2023. As of February 17, 2023, UPTD announced that UPTD may extend on monthly basis from January 19, 2023, until July 19, 2023. As of March 17, 2023, TradeUP extended the date by which TradeUP must complete its initial business combination from March 19, 2023, to April 19, 2023. As of April 13, 2023, TradeUP extended the date by which TradeUP must complete its initial business combination from April 19, 2023, to May 19, 2023. As on May 25, 2023, TradeUP proposes to amend its amended and restated certificate of incorporation to extend the date before which the Company must complete a business combination from July 19, 2023 to July 14, 2024 or such earlier date as determined by the board of directors. As per the filling on August 1, 2023, TradeUP Acquisition shareholders approved the transaction. Estimated cash proceeds to Estrella Immunopharma from the transaction are expected to consist of TradeUP?s approximately $45.4 million of cash in trust (assuming no redemptions). As per filling on August 18, 2023, TradeUP Acquisition Corp extended the date by which the company must complete its initial business combination from August 19, 2023 to September 19, 2023. As of September 18, 2023, TradeUP Acquisition Corp extended the date by which the company must complete its initial business combination from September 19, 2023 to October 19, 2023, for each publicshare that is not redeemed by the Company's stockholders in connection with such extension (collectively, the "Remaining Shares", each, a "Remaining Share"), the Company has deposited into its trust account (the "Trust Account") an aggregate of $37,432.70 (the "Monthly Extension Fee"), representing $0.05 per Remaining Share of the Company. As of September 29, 2023, Estrella closed its Series A preferred stock financings with gross proceeds of $9.75 million and a short-term debt financing with gross proceeds of $0.30 million. UPTD closed the previously announced private placement of UPTD common stock with gross proceeds of $10.00 million.

US Tiger Securities, Inc. has acted as financial advisor and due diligence provider to TradeUP. Arila Zhou and Anna Jinhua Wang of Robinson & Cole LLP acted as legal advisor and due diligence provider to TradeUP. Mike Blankenship and Dean Hinderliter of Winston & Strawn LLP acted as legal advisor to Estrella. Friedman continued to serve as TradeUP Acquisition?s independent registered public accounting firm through October 10, 2022. VStock Transfer, LLC acted as transfer agent to TradeUP. The Benchmark Company, LLC acted as fairness opinion provider with a service fee of $0.25 million to TradeUP. YCM CAP, Inc. acted financial due diligence provider to TradeUP. Beyond Century Consulting, LLC acted as financial advisor to Estrella. Karen Smith of Advantage Proxy, Inc. acted as information agent to TradeUP Acquisition and will receive a fee of approximately $10,000. As of July 18, 2023, TradeUP Acquisition Corp. extended the date by which the TradeUP Acquisition must complete its initial business combination from July 19, 2023 to August 19, 2023, for each public share that is not redeemed by the TradeUP Acquisition's stockholders in connection with such extension (collectively, the "Remaining Shares", each, a "Remaining Share"), the TradeUP Acquisition has deposited into its trust account (the "Trust Account") an aggregate of $37,432.70 (the "Monthly Extension Fee"), representing $0.05 per Remaining Share of the TradeUP Acquisition.

Estrella Biopharma, Inc. completed the acquisition of TradeUP Acquisition Corp. (NasdaqCM:UPTD) from TradeUP Acquisition Sponsor LLC and others in a reverse merger transaction on September 29, 2023. The combined company's common stock and warrants will trade on NASDAQ under the symbols "ESLA," and "ESLAW," respectively, effective October 2, 2023.