Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant As provided in an Agreement and Plan of Merger ( as it may be amended, supplemented or otherwise modified from time to time, the " Merger Agreement ") datedSeptember 30 . 2022 by and amongTradeUP Acquisition Corp. (the "Company") ,Estrella Biopharma, Inc. , aDelaware corporation ("Estrella") andTradeup Merger Sub Inc. , aDelaware corporation and wholly-owned subsidiary of UPTD ("Merger Sub") , Estrella has agreed to, upon request by the sponsors of the Company, deposit the agreed reasonable amount to the Company's trust in order to effectuate extension of the Company's deadline to consummate a business combination. Pursuant to the Merger Agreement, Estrella has deposited a monthly extension payment of$45,511 to the trust account of the Company to extend the deadline for the Company to complete the business combination contemplated therein byFebruary 19, 2023 . Such deposit is evidenced by an unsecured promissory note in the principal amount of o$45 ,511issued by the Company to Estrella (the "Extension Note").
On
Both the Extension Note and the Sponsor Note bear no interest and are payable in full upon the consummation of the Company's business combination (the "Business Combination") (such date, 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 Extension Note or the Sponsor Note, as applicable, may be accelerated.
Both Estrella and the Sponsor have the right, but not the obligation, to convert
the Extension Note and the Sponsor Note, as applicable, 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 Number
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 Estrella and the
Sponsor in connection with such conversion shall be an amount determined by
dividing (x) the sum of the outstanding principal amount payable to Estrella or
the Sponsor by (y)
The issuance of the Extension Note and the Sponsor Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The copies of the Extension Note and the Sponsor Note are attached as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are 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 Extension Note and the Sponsor Note.
Item 3.02 Unregistered Sales of
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 Estrella or the Sponsor until 30 days after the completion of the Company's initial Business Combination and (2) are entitled to registration rights.
Item 8.01. Other Events.
The Company issued the release filed herewith on
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit No. Description of Exhibits 10.1 Extension Note, datedJanuary 19, 2023 , issued byTradeUP Acquisition Corp. toEstrella Biopharma, Inc. 10.2 Sponsor Note, datedJanuary 19, 2023 , issued byTradeUP Acquisition Corp. toTradeUP Acquisition Sponsor LLC . 99.1 Press Release datedJanuary 20, 2023 .
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