ESLA / Estrella Immunopharma, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40608 ESTRELLA IMMUNOPHARM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Estrella Immunopha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of Incorporation) (Commissio

Estrella Immunopharma Announces Activation of Additional Site for Phase I/II STARLIGHT-1 Trial in B-cell Non-Hodgkin’s Lymphoma

Exhibit 99.1 Estrella Immunopharma Announces Activation of Additional Site for Phase I/II STARLIGHT-1 Trial in B-cell Non-Hodgkin’s Lymphoma Emeryville, California, June 5, 2025 – Estrella Immunopharma, Inc. (NASDAQ: ESLA) (“Estrella” or the “Company”), a clinical stage biopharmaceutical company developing CD19 and CD22-targeted ARTEMIS® T-cell therapies to treat cancer and autoimmune diseases, to

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of Incorporation) (Commissio

Form of Securities Purchase Agreement dated as of May 30, 2025, by and between Estrella Immunopharma, Inc. and certain investors

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of May 30, 2025, by and between ESTRELLA IMMUNOPHARMA, INC., a Delaware corporation (the “Company”), and the purchaser identified on the signature pages hereto (the “Purchaser”). RECITALS WHEREAS, subject to the terms and conditions set forth in this Agreement and

Estrella Immunopharma Announces Approximately $3.35 Million Private Placement Equity Financing

Exhibit 99.1 Estrella Immunopharma Announces Approximately $3.35 Million Private Placement Equity Financing Emeryville, California, June 3, 2025 – Estrella Immunopharma, Inc. (NASDAQ: ESLA) (“Estrella” or the “Company”), a clinical stage biopharmaceutical company developing CD19 and CD22-targeted ARTEMIS® T-cell therapies to treat cancer and autoimmune diseases, today announced that on May 30, 202

Estrella Immunopharma Initiates Second Cohort and Doses First Patient in STARLIGHT-1 Trial of EB103 in Advanced B-Cell Non-Hodgkin’s Lymphomas

EX-99.1 2 ea024370301ex99-1estrella.htm PRESS RELEASE DATED AS OF MAY 29, 2025 Exhibit 99.1 Estrella Immunopharma Initiates Second Cohort and Doses First Patient in STARLIGHT-1 Trial of EB103 in Advanced B-Cell Non-Hodgkin’s Lymphomas Emeryville, California, May 29, 2025 – Estrella Immunopharma, Inc. (NASDAQ: ESLA) (“Estrella” or the “Company”), a clinical stage biopharmaceutical company developin

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 29, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of Incorporation) (Commissio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40608 ESTRELLA IMMUNOPHAR

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of Incorporation) (Commiss

Estrella Immunopharma, Inc., Insider Trading Policy

Exhibit 19.1 Estrella Immunopharma, Inc. INSIDER TRADING POLICY Adopted: March 17, 2025 SUMMARY Estrella Immunopharma, Inc. (“Estrella” or the “Company”), has adopted formal policies and procedures to prevent insider trading violations by its officers, directors, employees and related individuals. The following summary is presented in question and answer format. The following information is a summ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM JULY 1, 2024 TO DECEMBER 31, 2024 Commission File Number 001-40608 ESTRELLA IMMUNOPHARMA, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Estrella Immuno

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number

Estrella Immunopharma Completes First Dose Cohort in STARLIGHT-1 Trial and Receives Approval to Initiate Higher Dose Cohort

Exhibit 99.1 Estrella Immunopharma Completes First Dose Cohort in STARLIGHT-1 Trial and Receives Approval to Initiate Higher Dose Cohort Emeryville, California, February 19, 2025 – Estrella Immunopharma, Inc. (NASDAQ: ESLA, ESLAW) (“Estrella” or the “Company”), a clinical stage biopharmaceutical company developing CD19-targeted ARTEMIS® T-cell therapies to treat cancer and autoimmune diseases, tod

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2025 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number

February 19, 2025

Exhibit 99.1 FOR IMMEDIATE RELEASE February 19, 2025 Estrella Immunopharma, Inc. (NASDAQ: ESLA; ESLAW) Receives Buy Rating with a 12-Month Price Target of $16.00 from D. Boral Capital Emeryville, California – Estrella Immunopharma, Inc. (NASDAQ: ESLA; ESLAW) (“Estrella” or the “Company”), a clinical stage biopharmaceutical company developing CD19 and CD22-targeted ARTEMIS® T-cell therapies to trea

Filing Fee Table (filed herewith).

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Estrella Immunopharma, Inc.

Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan (filed herewith).

Exhibit 99.1 ESTRELLA IMMUNOPHARMA, INC. 2023 OMNIBUS INCENTIVE PLAN Section 1. General. The purposes of the Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individu

As filed with the United States Securities and Exchange Commission on December 23, 2024.

As filed with the United States Securities and Exchange Commission on December 23, 2024.

December 17, 2024

December 17, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 13 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 13 and the prospectus, dated December 28, 2023 (as supplemented b

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number

As filed with the Securities and Exchange Commission on December 12, 2024

As filed with the Securities and Exchange Commission on December 12, 2024 Registration No.

Calculation of Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Estrella Immunopharma, Inc.

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 12 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 12 and the prospectus, dated December 28, 2023 (as supplemented b

Amendment No. 2 to Common Stock Purchase Agreement, dated December 4, 2024, by and between Estrella Immunopharma, Inc. and White Lion Capital, LLC

Exhibit 10.1 AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT BETWEEN Estrella Immunopharma, Inc. AND WHITE LION CAPITAL LLC THIS AMENDMENT NO. 2 TO COMMON STOCK PURCHASE AGREEMENT (this “Amendment”), effective December 4, 2024 (the “Amendment Effective Date”), is by and between Estrella Immunopharma, Inc., a Delaware corporation and f/k/a TradeUP Acquisition Corp. (the “Company”), and White Lio

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number)

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 11 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 11 and the prospectus, dated December 28, 2023 (as supplemented b

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 25, 2024 Estrella Immunopharma, Inc.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 25, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 10 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 10 and the prospectus, dated December 28, 2023 (as supplemented b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40608 ESTRELLA IMMUNO

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 1, 2024 Estrella Immunopharma, Inc.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2024 Estrella Immunopharma, Inc.

Employment Agreement between Estrella Immunopharma, Inc. and Dr. Cheng Liu, dated November 1, 2024.

Exhibit 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of November 1, 2024, is made by and between Estrella Immunopharma, Inc. a Delaware corporation (the “Company”), and Cheng Liu (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below). NOW, THEREFORE, in consider

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 ☐ TRANSITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File No. 001-40608 ES

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 9 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 9 and the prospectus, dated December 28, 2023 (as supplemented by

Description of Registrant’s Securities

Exhibit 4.5 DESCRIPTION OF REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 DESCRIPTION OF CAPITAL STOCK The following summary sets forth the material terms of our securities. The following summary is not intended to be a complete summary of the rights and preferences of such securities, and is qualified by reference to our amended and restated certi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-40608 ESTRELLA IMMUNOPHAR

Clawback Policy.

Exhibit 97.1 Estrella immunopharma, INC. Incentive Based Compensation Recoupment Policy Effective as of October 2, 2023 1. Purpose. The purpose of the Estrella Immunopharma, Inc. Incentive Based Compensation Recoupment Policy (the “Policy”) is to set forth the circumstances in which Estrella Immunopharma, Inc. (the “Company”) will recover the amount of Erroneously Awarded Compensation (as defined

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 8 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 8 and the prospectus, dated December 28, 2023 (as supplemented by

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): August 14, 2024 Estrella Immunopharma, Inc.

Estrella Immunopharma Announces Appointment of Hong Zhang as Chairperson and Board Member

Exhibit 99.1 Estrella Immunopharma Announces Appointment of Hong Zhang as Chairperson and Board Member EMERYVILLE, California, August 14, 2024 – Estrella Immunopharma, Inc. (NASDAQ: ESLA, ESLAW) ("Estrella", “Estrella Immunopharma”, or the "Company"), a clinical stage biopharmaceutical company focused on developing CD19 and CD22-targeted ARTEMIS® T-cell therapies to treat cancers and autoimmune di

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 7 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 7 and the prospectus, dated December 28, 2023 (as supplemented by

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

Estrella Immunopharma Doses First Patient in Phase I/II Trial of Anti-CD19 ARTEMIS® T-cells in Advanced B-cell Non-Hodgkin’s Lymphomas (STARLIGHT-1)

Exhibit 99.1 Estrella Immunopharma Doses First Patient in Phase I/II Trial of Anti-CD19 ARTEMIS® T-cells in Advanced B-cell Non-Hodgkin’s Lymphomas (STARLIGHT-1) EMERYVILLE, California, July 31, 2024 – Estrella Immunopharma, Inc. (NASDAQ: ESLA, ESLAW) ("Estrella" or the "Company"), a clinical stage biopharmaceutical company focused on developing CD19 and CD22-targeted ARTEMIS® T-cell therapies to

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 26, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 6 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 6 and the prospectus, dated December 28, 2023 (as supplemented by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-40608 ESTRELLA IMMUNOPHAR

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 5 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 5 and the prospectus, dated December 28, 2023 (as supplemented by

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 13, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IR

Amendment No. 1 to Statement of Work No. 001, dated May 13, 2024 and effective as of March 4, 2024, by and among Estrella Biopharma, Inc., Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed with the SEC on May 13, 2024, File No. 001-40608)

Exhibit 10.1 AMENDMENT NO. 1 TO STATEMENT OF WORK NO. 1 THIS AMENDMENT NO. 1 TO STATEMENT OF WORK NO. 1 (the “Amendment”), dated May 13, 2024, amends in certain respects that certain Statement of Work No. 1 (the “SOW”), dated and effective as of March 4, 2024 (the “Effective Date”), relating to the services (“Services”) to be performed by Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”

Developing CD19 - Redirected ARTEMIS ® T - Cell Therapy for Cancers and Autoimmune Diseases April 10, 2024 Disclaimer 2 Limitations Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without

Exhibit 99.1 Developing CD19 - Redirected ARTEMIS ® T - Cell Therapy for Cancers and Autoimmune Diseases April 10, 2024 Disclaimer 2 Limitations Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the pr ior consent of Estrella Immunopharma, Inc. (“we,” “us,” “our” or the “Company”) is prohibited. By accepting this Presentation, ea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 Estrella Immunopha

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 4 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 3 and the prospectus, dated December 28, 2023 (as supplemented by

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 3 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 3 and the prospectus, dated December 28, 2023 (as supplemented by

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

Statement of Work No. 001, dated and effective as of March 4, 2024, by and among Estrella Biopharma, Inc., Eureka Therapeutics, Inc and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on 8-K filed with the SEC on March 7, 2024, File No. 001-40608)

Exhibit 10.1 Statement of Work No. 001 Clinical Trial Services for EB103 Project This Statement of Work No. 001, including all attachments thereto (“SOW”), is dated and effective as of March 4, 2024 (“Effective Date”) and reflects the services (“Services”) to be performed by Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) for Estrella Biopharma, Inc., a Delaware corporation (“Client”)

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 2 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement no. 2 and the prospectus, dated December 28, 2023 (as supplemented by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ESTRELLA IMMUNOP

ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 Prospectus Supplement No. 1 (To Prospectus Dated December 28, 2023) ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus supplement and the prospectus dated December 28, 2023 (the “Prospectus”) which fo

Letter from Marcum LLP, dated February 1, 2024 (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K filed with the SEC on February 2, 2024, File No. 001-40608)

Exhibit 16.1 February 1, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Estrella Immunopharma, Inc. under Item 4.01 of its Form 8-K dated January 30, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Estrella Immunopharma,

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number)

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2024 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number)

Estrella Immunopharma Announces $1 Million Share Repurchase Authorization

Exhibit 99.1 Estrella Immunopharma Announces $1 Million Share Repurchase Authorization Emeryville, Jan 30, 2024 — Estrella Immunopharma, Inc. (NASDAQ: ESLA, ESLAW ) (“Estrella Immunopharma” or “Estrella”), a clinical-stage biopharmaceutical company developing CD19 and CD22-targeted ARTEMIS® T-cell therapies with the capacity to address treatment challenges for patients with blood cancers and solid

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931

Filed Pursuant to Rule 424(b)(3) Registration No. 333-274931 PROSPECTUS ESTRELLA IMMUNOPHARMA, INC. 3,829,338 Shares of Common Stock Up to 7,036,726 Shares of Common Stock Up to 2,215,000 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the offer, sale and resale from time to time of certain shares of common stock (“Common Stock”) of Estrella Immunopharma, Inc.

Estrella Immunopharma, Inc. 5858 Horton Street, Suite 370 Emeryville, CA, 94608

Estrella Immunopharma, Inc. 5858 Horton Street, Suite 370 Emeryville, CA, 94608 December 27, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Re: Estrella Immunopharma, Inc. Registration Statement on Form S-1 File No. 333-274931 Request for Acceleration Ladies and Gentleman: Pursuant to Rule 461 und

As filed with the U.S. Securities and Exchange Commission on December 15, 2023

As filed with the U.S. Securities and Exchange Commission on December 15, 2023 Registration No. 333-274931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––– AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Cha

December 15, 2023

December 15, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Daniel Crawford and Alan Campbell Re: Estrella Immunopharma, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed November 13, 2023 File No. 333-274931 Dear Mr. Crawford and Mr. Campbell: Estrella Immunopharma, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41584 ESTRELLA IMMUNO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition P

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (C

As filed with the U.S. Securities and Exchange Commission on November 13, 2023

As filed with the U.S. Securities and Exchange Commission on November 13, 2023 Registration No. 333-274931 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––– AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Cha

2

November 13, 2023 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, NE Washington, DC 20549 Attention: Daniel Crawford and Alan Campbell Re: Estrella Immunopharma, Inc. Registration Statement on Form S-1 Filed October 11, 2023 File No. 333-274931 Dear Mr. Crawford and Mr. Campbell: Estrella Immunopharma, Inc. (the “Company”) her

Exhibit filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Estrella Immunopharma, Inc.

UPTD / TradeUP Acquisition Corp / Eureka Therapeutics, Inc. - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Estrella Immunopharma, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 297584104 (CUSIP Number) Victor Shum General Counsel & Chief Business Officer Eureka Therapeutics, Inc. 5858 Horton St #370 Emeryville, CA 94608 (510) 654

As filed with the U.S. Securities and Exchange Commission on October 10, 2023

As filed with the U.S. Securities and Exchange Commission on October 10, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ––––––––––––––––––––––––––––– FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ––––––––––––––––––––––––––––– ESTRELLA IMMUNOPHARMA, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 6770 86-131

Exhibit filing fees

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Estrella Immunopharma, Inc.

Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yuandong Wang and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.10 Execution Version ASSIGNMENT OF STOCK AGREEMENT This ASSIGNMENT OF STOCK AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (the “SPAC”), and TradeUp Merge

Amended and Restated Bylaws of Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF ESTRELLA IMMUNOPHARMA, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Nomination of Directors 3 1.11 Notice of Business to be Brought Before a Meeting 6 1

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and US Tiger Securities, Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.6 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Lianhe World Limited (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.4 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

Amendment to Employment Agreement, by and between Estrella Immunopharma, Inc. and Jiandong (Peter) Xu incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Exhibit 10.17 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Jiandong Xu (the “Executive” and, together with the Company, the “Parties”). Recitals WHEREAS, the Company and Executive entered into that c

Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan

Exhibit 10.14 ESTRELLA BIOPHARMA, INC. 2023 OMNIBUS INCENTIVE PLAN Section 1. General. The purposes of the Estrella Biopharma, Inc. 2023 Omnibus Incentive Plan (the “Plan”) are to: (a) encourage the profitability and growth of the Company through short-term and long-term incentives that are consistent with the Company’s objectives; (b) give Participants an incentive for excellence in individual pe

Form of Indemnification Agreement

Exhibit 10.13 Form of Indemnification Agreement This Indemnification Agreement (this “Agreement”) is entered into as of September 29, 2023 (the “Effective Date”) by and between Estrella Immunopharma, Inc., a Delaware corporation (the “Company”), and the undersigned (the “Indemnitee”). Recitals WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons

List of Subsidiaries

Exhibit 21.1 List of Subsidiaries of Estrella Immunopharma, Inc. Name of Subsidiary Jurisdiction of Organization Estrella Biopharma, Inc. Delaware

Amended and Restated Certificate of Incorporation of Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRADEUP ACQUISITION CORP. TradeUP Acquisition Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is TradeUP Acquisition Corp. The Corporation was incorporated under the name TradeUP Acqu

Employment Agreement by and between Peter Xu and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.20 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.20 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 29, 2023, is made by and between Estrella Immunopharma, Inc. a Delaware corporation (the “Company”), and Jiandong Xu (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below). WHER

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and CoFame Investments, LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.5 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Yuandong Wang (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.9 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The following unaudited pro forma condensed combined financial information present the combination of the financial information of TradeUP Acquisition Corp. (“UPTD”) and Estrella Biopharma, Inc. (“Estrella”) adjusted to give effect to the Business Combination. The following unaudited pro forma condensed combined financial in

ESTRELLA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 ESTRELLA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Unless the context otherwise requires, for purposes of this section, the terms “we,” “us,” “our,” or “Estrella” refer to Estrella Biopharma, Inc. prior to the consummation of the Business Combination. You should read the following discussion and analysis of our financial condition and result

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Yangbing Xiao (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.8 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

Employment agreement by and between Dr. Cheng Liu and Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.19 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.19 Execution Version EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of September 29, 2023, is made by and between Estrella Immunopharma, Inc. a Delaware corporation (the “Company”), and Cheng Liu (“Executive”). This Agreement shall govern the employment relationship between Executive and the Company from and after the Effective Date (as defined below). WHEREA

Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Smart Crest International Limited and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.12 Execution Version ASSIGNMENT OF STOCK AGREEMENT This ASSIGNMENT OF STOCK AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (the “SPAC”), and TradeUp Merge

Unsecured Promissory Note by and between Hongbin Zhang and Estrella Biopharma Inc. (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.15 UNSECURED PROMISSORY NOTE Effective Date: Scheduled Closing Date (as defined below) $300,000 Estrella Biopharma, Inc., a Delaware corporation (the “Maker”), hereby promises to pay to Hongbin Zhang, a US citizen (the “Holder”), the aggregate principal amount of $300,000, together with interest thereon calculated from the Effective Date in accordance with the provisions of this Unsecur

Joinder to the Estrella Series A Purchase Agreement by and between Estrella Biopharma, Inc. and Smart Crest International Limited (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.7 EXECUTION VERSION JOINDER TO SERIES A PREFERRED STOCK PURCHASE AGREEMENT This Joinder to Series A Preferred Stock Purchase Agreement (this “Joinder”) is made and entered into as of July 31, 2023 (the “Effective Date”), by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and the investor listed on Exhibit A attached to this Joinder (the “Additional Purchaser”

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Estrella Immunopharma, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Numbe

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Estrella Biopharma, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheet of Estrella Biopharma, Inc. (the “Company”) as of June 30, 2023, the related statements of operations, stockholders’ deficit and cash flows for the year ended June 30, 2023, and

Amendment to Executive Offer Letter, by and between Estrella Immunopharma, Inc. and Dr. Cheng Liu incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Exhibit 10.16 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Cheng Liu (the “Executive” and, together with the Company, the “Parties”). Recitals WHEREAS, the Company and Executive entered into that cer

Stock Transfer Agreement by and among Cheng Liu, Jiandong (Peter) Xu and Qian (Vicky) Yang, Yangbing Xiao and Estrella Biopharma, Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed with the SEC on October 5, 2023)

Exhibit 10.11 Execution Version ASSIGNMENT OF STOCK AGREEMENT This ASSIGNMENT OF STOCK AGREEMENT (this “Agreement”), effective as of the Closing Date (as defined in that certain Agreement and Plan of Merger, dated as of September 30, 2022, by and among Estrella Biopharma, Inc., a Delaware corporation (the “Company”), TradeUP Acquisition Corp., a Delaware corporation (the “SPAC”), and TradeUp Merge

Amendment to Employment Agreement, by and between Estrella Immunopharma, Inc. and Qian (Vicky) Yang incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed with the SEC on October 5, 2023

Exhibit 10.18 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 1, 2023 (the “Amendment Effective Date”), is made and entered into by and between Estrella Biopharma, Inc., a Delaware corporation (the “Company”), and Qian Yang (the “Executive” and, together with the Company, the “Parties”). Recitals WHEREAS, the Company and Execut

Code of Business Ethics and Conduct of Estrella Immunopharma, Inc.

Exhibit 14.1 ESTRELLA IMMUNOPHARMA, INC. CODE OF BUSINESS ETHICS AND CONDUCT Effective as of September 29, 2023 1. Overview Estrella Immunopharma, Inc. (the “Company”) is committed to achieving the highest standards of professionalism and ethical conduct in its operations and activities and expects its employees, directors, and officers to conduct their business according to the highest ethical st

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 14, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 14, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorporation) (Commis

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Plentiful Limited (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 20, 2023)

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as m

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Plentiful Limited

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 14, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 September 14, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorporation) (Commis

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Lianhe World Limited

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as m

Subscription Agreement dated September 14, 2023 by and among TradeUP Acquisition Corp. and Lianhe World Limited (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on September 20, 2023)

Exhibit 10.2 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on September 14, 2023 by and between TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with the Agreement and Plan of Merger, dated September 30, 2022 (as m

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number)

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

EX-99.1 3 ea185365ex99-1tradeupacq.htm PRESS RELEASE DATED SEPTEMBER 18, 2023 Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, September 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial

Extension Note, dated September 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Extension Note, dated September 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

EX-10.1 2 ea185365ex10-1tradeupacq.htm EXTENSION NOTE, DATED SEPTEMBER 18, 2023, ISSUED BY TRADEUP ACQUISITION CORP. TO ESTRELLA BIOPHARMA, INC. Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRA

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, September 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from September 19, 2023 to October 19, 2023, for each pub

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 TRADEUP ACQUIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 TRADEUP ACQUISITI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, August 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from August 19, 2023 to September 19, 2023, for each public

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (I

Extension Note, dated August 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Extension Note, dated August 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, August 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from August 19, 2023 to September 19, 2023, for each public

Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40608 TradeUP A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorporation) (Commission

Binding Term Sheet dated July 25, 2023 by and among TradeUP Acquisition Corp., Suma Ventures, LLC, Estrella Biopharma, Inc., and Eureka Therapeutics, Inc.

Exhibit 10.1 PIPE Investment Term Sheet This term sheet summarizes the principal terms and conditions of the proposed investment by Suma Ventures, LLC (“Investor”) in shares of common stock (the “Shares”) of TradeUP Acquisition Corp., a Delaware corporation (“TradeUP”), and is subject to the execution and delivery by all parties of mutually satisfactory documentation, the completion of all due dil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 July 25, 2023 Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorporation) (Commission

Binding Term Sheet dated July 25, 2023 by and among TradeUP Acquisition Corp., Suma Ventures, LLC, Estrella Biopharma, Inc., and Eureka Therapeutics, Inc.

Exhibit 10.1 PIPE Investment Term Sheet This term sheet summarizes the principal terms and conditions of the proposed investment by Suma Ventures, LLC (“Investor”) in shares of common stock (the “Shares”) of TradeUP Acquisition Corp., a Delaware corporation (“TradeUP”), and is subject to the execution and delivery by all parties of mutually satisfactory documentation, the completion of all due dil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

Promissory Note, dated July 20, 2023, issued by TradeUP Acquisition Corp. to Tradeup INC.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 20, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

Extension Note, dated July 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, July 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from July 19, 2023 to August 19, 2023, for each public share t

Amendment to the Investment Management Trust Agreement dated July 17, 2023, between the Company and Wilmington Trust, National Association.

Exhibit 10.1 TRUST AMENDMENT July 17, 2023 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July17, 2023, by and between TradeUP Acquisition Corp., a Delaware corporation (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, July 18, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from July 19, 2023 to August 19, 2023, for each public share t

Certificate of Amendment to the Amended and Restated Certificate of Incorporation, adopted by stockholders of the Company on July 17, 2023 and filed with the Secretary of State of the State of Delaware on July 17, 2023

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 12:46 PM 07/17/2023 AMENDMENT FILED 12:46 PM 07/17/2023 TO THE SR 20233008770 - File Number 4571028 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRADEUP ACQUISITION CORP. July 17, 2023 TradeUP Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”)

Extension Note, dated July 18, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

Press Release dated July 12, 2023.

Exhibit 99.1 TradeUP Acquisition Corp. Announces Meeting Date for Stockholders to Approve the Business Combination with Estrella Biopharma, Inc. and Liquidation of Investments Held in the Trust Account into Cash New York – July 12, 2023 – TradeUP Acquisition Corp. (“TradeUP”) (NASDAQ: UPTD), a publicly traded special purpose acquisition company, announced that it will hold a special meeting of sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 11, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

TradeUP Acquisition Corp. Announces Meeting Date for Stockholders to Approve the Business Combination with Estrella Biopharma, Inc. and Liquidation of Investments Held in the Trust Account into Cash

Exhibit 99.1 TradeUP Acquisition Corp. Announces Meeting Date for Stockholders to Approve the Business Combination with Estrella Biopharma, Inc. and Liquidation of Investments Held in the Trust Account into Cash New York – July 12, 2023 – TradeUP Acquisition Corp. (“TradeUP”) (NASDAQ: UPTD), a publicly traded special purpose acquisition company, announced that it will hold a special meeting of sto

PROXY STATEMENT FOR SPECIAL MEETING OF TradeUP Acquisition Corp. PROSPECTUS FOR 32,500,000 SHARES OF COMMON STOCK

Filed pursuant to Rule 424(b)(3) Registration No. 333-267918 PROXY STATEMENT FOR SPECIAL MEETING OF TradeUP Acquisition Corp. PROSPECTUS FOR 32,500,000 SHARES OF COMMON STOCK The board of directors (the “Board”) of TradeUP Acquisition Corp., a Delaware corporation (“UPTD”), has unanimously approved (i) the Agreement and Plan of Merger, dated as of September 30, 2022 (as amended from time to time,

As filed with the Securities and Exchange Commission on July 7, 2023

As filed with the Securities and Exchange Commission on July 7, 2023 Registration No.

As filed with the Securities and Exchange Commission on July 6, 2023

As filed with the Securities and Exchange Commission on July 6, 2023 Registration No.

TRADEUP ACQUISITION CORP.

TRADEUP ACQUISITION CORP. July 6, 2023 VIA EDGAR Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TradeUP Acquisition Corp. Registration Statement on Form S-4, as amended (File No. 333-267918) Request for Acceleration of Effectiveness Ladies and Gentlemen: In accordance with Rule 461 of the General Rules an

Amendment No. 2 to License Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.28 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)

Exhibit 10.28 EXECUTION VERSION AMENDMENT NO. 2 TO LICENSE AGREEMENT This Amendment No. 2 To License Agreement (this “Amendment”), effective as of March 1, 2023 (the “Second Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amend

As filed with the Securities and Exchange Commission on June 30, 2023

As filed with the Securities and Exchange Commission on June 30, 2023 Registration No.

TRADEUP ACQUISITION CORP.

TRADEUP ACQUISITION CORP. June 30, 2023 Ms. Lauren Sprague Hamill Division of Corporation Finance Office of Life Sciences U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TradeUP Acquisition Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed June 16, 2023 File No. 333-267918 Dear Ms. Hamill: This letter is in response to the letter dated June 26,

Amendment No. 2 to Services Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.27 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)

Exhibit 10.27 EXECUTION VERSION AMENDMENT NO. 2 TO SERVICES AGREEMENT This Amendment No. 2 To Services Agreement (this “Amendment”), effective as of March 1, 2023 (the “Second Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Ame

License Agreement, dated June 28, 2022, by and among Eureka Therapeutics, Inc., Eureka Therapeutics (Cayman) Ltd. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.4 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)

Exhibit 10.4 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. LICENSE AGREEMENT This License Agreement (this “Agreement”), dated as of June 28, 2022 (the “Effective Da

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 22, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, June 20, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from June 19, 2023 to July 19, 2023, for each public share tha

Extension Note, dated June 16, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, June 20, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from June 19, 2023 to July 19, 2023, for each public share tha

Extension Promissory Note, dated June 16, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 20, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 16 , 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IR

Amendment No. 2 to Services Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc.

Exhibit 10.27 EXECUTION VERSION AMENDMENT NO. 2 TO SERVICES AGREEMENT This Amendment No. 2 To Services Agreement (this “Amendment”), effective as of March 1, 2023 (the “Second Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Ame

As filed with the Securities and Exchange Commission on June 15, 2023

As filed with the Securities and Exchange Commission on June 15, 2023 Registration No.

Amendment No. 2 to License Agreement, effective March 1, 2023, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc.

Exhibit 10.28 EXECUTION VERSION AMENDMENT NO. 2 TO LICENSE AGREEMENT This Amendment No. 2 To License Agreement (this “Amendment”), effective as of March 1, 2023 (the “Second Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

License Agreement, dated June 28, 2022, by and among Eureka Therapeutics, Inc., Eureka Therapeutics (Cayman) Ltd. and Estrella Biopharma, Inc.

Exhibit 10.4 Certain identified information has been excluded from this exhibit because it is both not material and is the type that the registrant treats as private or confidential. Information that was omitted has been noted in this document with a placeholder identified by the mark “[***]”. LICENSE AGREEMENT This License Agreement (this “Agreement”), dated as of June 28, 2022 (the “Effective Da

TRADEUP ACQUISITION CORP.

TRADEUP ACQUISITION CORP. June 15, 2023 VIA EDGAR Mr. Jason Drory Division of Corporation Finance Office of Life Science U.S. Securities and Exchange Commission 100 F. Street, NE Washington, D.C., 20549 Re: TradeUP Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed May 2, 2023 File No. 33-267918 Dear Mr. Drory: This letter is in response to the letter dated May 17, 2023,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 TRADEUP ACQUISITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission File Number) (IRS

Promissory Note, dated June 6, 2023, issued by TradeUP Acquisition Corp. to Tradeup INC. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 6, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, May 19, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from May 19, 2023 to June 19, 2023, for each public share that

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, May 19, 2023 /PRNewswire/ - TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from May 19, 2023 to June 19, 2023, for each public share that

Extension Promissory Note, dated May 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on May 19, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 TRADEUP ACQUISITION

425 1 form425.htm FORM 425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Co

Extension Note, dated May 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2023 TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 ¨ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40608 TradeUP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): oForm10-K o Form 20-F o Form 11-K xForm 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: March 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Transition Report on Form 10-Q o Transition Report on Form

Form of Proxy Card for the Special Meeting

Exhibit 99.1 TRADEUP ACQUISITION CORP. THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON , 2023 The undersigned hereby appoints Jianwei Li and Weiguang Yang (together, the “Proxies”), each independently with the power to appoint a substitute, and hereby authorizes the Proxies to represent and vote, as designated below, all the shares of TradeUP

Consent of Janelle Wu, Director Nominee

EX-99.3 11 rc025ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by TradeUP Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act

As filed with the Securities and Exchange Commission on May 1, 2023

As filed with the Securities and Exchange Commission on May 1, 2023 Registration No.

Amendment No. 1 to License Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.16 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)

Exhibit 10.16 Execution Version AMENDMENT NO. 1 TO LICENSE AGREEMENT This Amendment No. 1 To License Agreement (this “Amendment”), effective as of October 1, 2022 (the “First Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amen

Letter from Friedman LLP regarding the change in the Estrella Biopharma, Inc.’s certifying accountant, dated May 1, 2023.

Exhibit 16.2 May 1, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Amendment No. 3 to the Registration Statement on Form S-4, File No. 333-267918, dated May 1, 2023 of TradeUP Acquisition Corp. (“Registrant”) and are in agreement with the statements contained under the section “Change in Accountants” as it pertains to our firm; we

Consent of Fan Wu, Director Nominee

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by TradeUP Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa

Consent of Dr. Marsha Roberts, Director Nominee

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by TradeUP Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa

Consent of Pei Xu, Director Nominee

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by TradeUP Acquisition Corp. of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the boa

TradeUP Acquisition Corp.

TradeUP Acquisition Corp. May 1, 2023 VIA EDGAR Lauren Hamill Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C., 20549 Re: TradeUP Acquisition Corp. Amendment No. 2 to Registration Statement on Form S-4 Filed February 3, 2023 File No. 333-267918 Dear Ms. Hamill: This letter is in response to the letter dated February 17, 2023 (the “Comment Le

Amendment to the Common Stock Purchase Agreement, dated as of April 26, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 26, 2023, File No. 001-40608)

Exhibit 10.1 AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT This Amendment to Common Stock Purchase Agreement (this “Amendment”), dated as of April 26, 2023, is made and entered into by and between TradeUP Acquisition Corp. (the “Company”) and White Lion Capital, LLC (the “Investor”). WHEREAS, the Company and the Investor are parties to a certain Common Stock Purchase Agreement dated as of April 20,

Amendment to the Common Stock Purchase Agreement, dated as of April 26, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital, LLC.

Exhibit 10.1 AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT This Amendment to Common Stock Purchase Agreement (this “Amendment”), dated as of April 26, 2023, is made and entered into by and between TradeUP Acquisition Corp. (the “Company”) and White Lion Capital, LLC (the “Investor”). WHEREAS, the Company and the Investor are parties to a certain Common Stock Purchase Agreement dated as of April 20,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2023 (April 26, 2023) Date of Report (Date of earliest event reported) TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2023 (April 26, 2023) Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 26, 2023 (April 26, 2023) Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorpora

Registration Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital, LLC.

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023 (the “RRA Date”), is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and TradeUP Acquisition Corp., a Delaware corporation limited by shares (the “Company”). RECITALS A. The Company is party to that certain Agreement and Plan of M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 2 4 , 2023 (April 20, 2023) Date of Report (Date of earliest event reported)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 2 4 , 2023 (April 20, 2023) Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2023 (April 20, 2023) Date of Report (Date of earliest event reported) TR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 April 24, 2023 (April 20, 2023) Date of Report (Date of earliest event reported) TRADEUP ACQUISITION CORP. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40608 86-1314502 (State or other jurisdiction of incorpora

Common Stock Purchase Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 24, 2023, File No. 001-40608)

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 20, 2023 by and between TRADEUP ACQUISITION CORP. and WHITE LION CAPITAL, LLC TABLE OF CONTENTS Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcements and Required Filings 2 Article III PURCHASE

Common Stock Purchase Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital, LLC.

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 20, 2023 by and between TRADEUP ACQUISITION CORP. and WHITE LION CAPITAL, LLC TABLE OF CONTENTS Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1 Purchase and Sale of Stock 2 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcements and Required Filings 2 Article III PURCHASE

Registration Rights Agreement, dated as of April 20, 2023, by and between TradeUP Acquisition Corp. and White Lion Capital LLC. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on April 24, 2023, File No. 001-40608)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 20, 2023 (the “RRA Date”), is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and TradeUP Acquisition Corp., a Delaware corporation limited by shares (the “Company”). RECITALS A. The Company is party to that certain Agreement and Plan of M

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2023 (April 19, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 86-1314502 (State or other jurisdiction (Commission

Extension Note, dated April 12, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, April 13, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from April 19, 2023 to May 19, 2023, for each public share th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 (April 12, 2023) T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 (April 12, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commission

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, April 13, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from April 19, 2023 to May 19, 2023, for each public share th

Extension Promissory Note, dated April 12, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 13, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13 , 2023 (April 12, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commissio

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5 , 2023 (April 3, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commission

Extension Promissory Note, dated March 17, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on March 17, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 (March 17, 2023) T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 (March 17, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commission

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination NEW YORK, March 17, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from March 19, 2023 to April 19, 2023, for each public share

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17 , 2023 (March 17, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commissio

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination NEW YORK, March 17, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company must complete its initial business combination from March 19, 2023 to April 19, 2023, for each public share

Extension Note, dated March 17, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Description of Registered Securities

Exhibit 4.5 DESCRIPTION OF SECURITIES General We are authorized to issue 30,000,000 shares of common stock, par value $0.0001, and 1,000,000 shares of preferred stock, par value $0.0001. No shares of preferred stock are currently outstanding. The following description summarizes the material terms of our securities. Because this description is only a summary, it may not contain all the information

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT UNDER SECTION 13

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40608 TRADEUP ACQUI

UPTD / TradeUP Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / TRADEUP ACQUISITION CORP. - SCHEDULE 13G/A(#3) Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) * TradeUP Acquisition Corp. (Name of Issuer) Common Equity (Title of Class of Securities) 89268A107 (CUSIP Number) February 28, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which

Filed by TradeUP Acquisition Corp.

Filed by TradeUP Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40608 Subject Company: TradeUP Acquisition Corp. Estrella Biopharma Announces FDA Clearance of IND Application for Phase I/II Clinical Trial (Starlight-1) of EB103, a CD19-Targeted ARTEMIS® T Cell Therapy

Promissory Note, dated March 3, 2023, issued by TradeUP Acquisition Corp. to Tradeup INC.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2023 (March 3, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commission F

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21 , 2023 (February 17, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Com

Extension Note, dated February 17, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, February 17, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company mush complete its initial business combination from February 19, 2023 to March 19, 2023, for each public

Extension Promissory Note, dated February 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on February 21, 2023, File No. 001-40608)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 (February 17, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 (February 17, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Comm

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination New York, February 17, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company mush complete its initial business combination from February 19, 2023 to March 19, 2023, for each public

UPTDU / TradeUP Acquisition Corp. Unit / ATW SPAC MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TradeUP Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 89268A206 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule p

UPTD / TradeUP Acquisition Corp / Karpus Management, Inc. - KARPUS INVESTMENT MGT / TRADEUP ACQUISITION CORP. - SCHEDULE 13G/A(#2) Passive Investment

SC 13G/A 1 karpus-sch13g18686f.htm KARPUS INVESTMENT MGT / TRADEUP ACQUISITION CORP. - SCHEDULE 13G/A(#2) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) * TradeUP Acquisition Corp. (Name of Issuer) Common Equity (Title of Class of Securities) 89268A107 (CUSIP Number) December 31, 2022 (Date of Event W

Amendment No. 1 to Services Agreement, effective October 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.15 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)

Exhibit 10.15 Execution Version AMENDMENT NO. 1 TO SERVICES AGREEMENT This Amendment No. 1 To Services Agreement (this “Amendment”), effective as of October 1, 2022 (the “First Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Am

As filed with the Securities and Exchange Commission on February 2, 2023

As filed with the Securities and Exchange Commission on February 2, 2023 Registration No.

Amendment No. 1 to License Agreement, dated effective 1, 2022, by and between Eureka Therapeutics, Inc. and Estrella Biopharma, Inc.

Exhibit 10.16 Execution Version AMENDMENT NO. 1 TO LICENSE AGREEMENT This Amendment No. 1 To License Agreement (this “Amendment”), effective as of October 1, 2022 (the “First Amendment Date”), is entered into by and between Eureka Therapeutics, Inc., a Delaware corporation (“Eureka”) and Estrella Biopharma, Inc., a Delaware corporation (“Estrella”). Eureka and Estrella are referred to in this Amen

UPTD / TradeUP Acquisition Corp / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* TradeUP Acquisition Corp. (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 89268A107 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination NEW YORK, Jan. 20, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company mush complete its initial business combination from January 19, 2023 to February 19, 2023, for each public sh

Extension Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Biopharma, Inc.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Sponsor Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to TradeUP Acquisition Sponsor LLC.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

Extension Promissory Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to Estrella Immunopharma, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 24, 2023, File No. 001-40608)

EX-10.1 2 rc014ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FO

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 2 4 , 2023 (January 19, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 (January 19, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2023 (January 19, 2023) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Commis

Promissory Note, dated January 19, 2023, issued by TradeUP Acquisition Corp. to TradeUP Acquisition Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 24, 2023, File No. 001-40608)

EX-10.2 3 rc014ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FO

TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination

Exhibit 99.1 TradeUP Acquisition Corp. Announces Extension of the Deadline for an Initial Business Combination NEW YORK, Jan. 20, 2023 /PRNewswire/ — TradeUP Acquisition Corp. (the “Company” or “TradeUP”) (NASDAQ: UPTD) today announced that, in order to extend the date by which the Company mush complete its initial business combination from January 19, 2023 to February 19, 2023, for each public sh

Amendment to the Amended and Restated Certificate of Incorporation of TradeUP Acquisition Corp. filed on December 29, 2022 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on January 5, 2023, File No. 001-40608)

EX-3.1 2 rc013ex3-1.htm EXHIBIT 3.1 Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF TRADEUP ACQUISITION CORP. December 29, 2022 TradeUP Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “TradeUP Acquisition Corp.”. The original certi

Amendment to the Investment Management Trust Agreement dated December 29, 2023, between the Company and Wilmington Trust, National Association.

Exhibit 10.1 TRUST AMENDMENT December 29, 2022 THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment?) is made as of December 29, 2022, by and between TradeUP Acquisition Corp., a Delaware corporation (the ?Company?), and Wilmington Trust, National Association, a national banking association (the ?Trustee?). Capitalized terms contained in this Amendment, but not specifically

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5 , 202 3 ( December 29, 2022 ) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Co

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2022 ( December 22, 2022 ) TRADEUP ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40608 85-1314502 (State or other jurisdiction (Co

As filed with the Securities and Exchange Commission on December 16, 2022

As filed with the Securities and Exchange Commission on December 16, 2022 Registration No.

TradeUP Acquisition Corp.

TradeUP Acquisition Corp. December 16, 2022 VIA EMAIL Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-6010 Re: TradeUP Acquisition Corp. Registration Statement on Form S-4 Filed on October 18, 2022 File No.: 333-267918 Ladies and Gentlemen: This letter is in response to the letter dated November 14, 2022, from the staff (the “Staff”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the app

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ? Check the appropriate box: x Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 ¨ TRANSITION REP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40608 Trad

Consent of The Benchmark Company, LLC

EX-99.6 14 rc004ex99-6.htm EXHIBIT 99.6 Exhibit 99.6 CONSENT OF THE BENCHMARK COMPANY, LLC October 17, 2022 TradeUP Acquisition Corp. 437 Madison Avenue, 27th Floor New York, New York 10022 Attn: Board of Directors RE: Proxy Statement/Prospectus of TradeUP Acquisition Corp. (“UPTD”) which forms part of the Registration Statement on Form S-4 of UPTD (the “Registration Statement”). Dear Members of t