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Estrella Biopharma, Inc., a biopharmaceutical company to Become a Publicly Traded Company Via Merger with TradeUP Acquisition Corp. Delaware

Key Takeaway: Estrella Biopharma, Inc., a biopharmaceutical company to Become a Publicly Traded Company Via Merger with TradeUP Acquisition Corp. Delaware - October 3, 2022 - Estrella Biopharma, Inc. ("Estrella"), a preclinical-stage biopharmaceutical company focusing on cancer therapeutics

Full Press Release Details

Estrella Biopharma, Inc., a biopharmaceutical
company to Become a Publicly Traded Company Via Merger with TradeUP Acquisition Corp.
Delaware - October 3, 2022 -
Estrella Biopharma, Inc. ("Estrella"), a preclinical-stage biopharmaceutical company focusing on cancer therapeutics, and
TradeUP Acquisition Corp. ("TradeUP") (NASDAQ: UPTD), a publicly traded special purpose acquisition company, today announced
that they have entered into a definitive business combination agreement on September 30, 2022 that will result in Estrella becoming a
publicly listed company.
Upon closing of the transaction, TradeUP will
be renamed "Estrella Immunopharma, Inc." (the "Combined Company").
Estrella is a preclinical-stage biopharmaceutical
company developing CD19-targeted ARTEMIS T-cell therapies under certain license agreements with the capacity to address treatment
challenges for patients with blood cancers and solid tumors. Estrella's lead product candidate, EB103, a CD19-Redirected ARTEMIS
T-cell therapy, targets CD19, a protein expressed on the surface of almost all B-cell leukemias and lymphomas. Estrella is also developing
EB104, a CD19/22 duel-targeting ARTEMIS T-cell therapy, which targets both CD19 and CD22, a protein expressed on the surface
of mature B lymphocytes. EB103 and EB104 utilize the ARTEMIS Cell Receptor Platform technologies Estrella has in-licensed from Eureka
Therapeutics, Inc. ("Eureka") earlier this year. Estrella is also collaborating with Imugene Ltd and its product candidate,
CF33-CD19t, an oncolytic virus ("CF33-CD19t"), which forces solid tumor cells to express a CD19 target, to treat solid tumors
in a "Mark and Kill" strategy.
Estrella's President and CEO, Cheng Liu,
PhD and the current management team will continue to lead the Combined Company. Dr. Liu will also continue in his role as President and
"Estrella is committed to
making a meaningful difference in areas of unmet medical needs by continue advancing our pipeline programs into the clinics.
The team is confident that fueled by ARTEMIS technologies, EB103 and EB104 have the potential to address blood cancers
while mitigating safety concerns. Meanwhile, we plan to extend the use of our CD19 ARTEMIS T-cell therapy into
diverse solid tumors by combining with Imugene's CF33-CD19t in the novel "Mark and Kill" approach,"
said Dr. Liu, President and CEO of Estrella. "We are delighted to have found such a stellar group of partners and
investors as we take the next step in our growth trajectory as a public company."
Weiguan Yang, Co-CEO of TradeUP, commented:
"We are truly excited about the merger with Estrella. Estrella represents a rare opportunity to further advance T-cell therapies
in minimizing life-threatening side effects such as Cytokine Release Syndrome ("CRS") and has the potential to address blood
cancers while mitigating safety concerns. The collaboration with Imugene is expected to tackle the major challenge for current T-cell
therapies in solid tumor treatment. We believe this business combination will provide Estrella or the Combined Company the financial resources
to continue developing its lead drug candidate and bring its novel therapies to fruition."
Transaction Overview
The pro forma equity valuation (assuming no redemptions)
of the Combined Company is expected to be approximately $398.5 million. Estimated cash proceeds to the Combined Company from the transaction
are expected to consist of TradeUP's approximately $45.4 million of cash in trust (assuming no redemptions).
Upon the closing of the transaction, and assuming
none of TradeUP's public stockholders elect to redeem their shares of common stock and no additional shares of common stock are
issued upon the closing of the transaction, it is anticipated that TradeUP's public stockholders would retain an ownership interest
of approximately 11.1% in the Combined Company, the sponsors, officers, directors and other holders of TradeUP founder shares will retain
an ownership interest of approximately 3.6% of the Combined Company, and the Estrella stockholders will own approximately 81.6% of the
The board of directors of each of TradeUP and
Estrella as well as stockholders of Estrella approved the transaction, which is expected to close in the first half of 2023. The transaction
will require the approval of the stockholders of TradeUP and is subject to other customary closing conditions including the receipt of
certain regulatory approvals.
Additional information about the proposed
transaction, including a copy of the business combination, will be provided in a Current Report on Form 8-K to be filed by TradeUP
with the SEC and available at www.sec.gov.
US Tiger Securities, Inc. has acted as financial
advisor to TradeUP. Robinson & Cole LLP acted as legal advisor to TradeUP. Winston & Strawn LLP acted as legal advisor to Estrella.
Estrella, a Delaware corporation, is a preclinical-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 tumors. Estrella's mission is to harness the evolutionary power of the human
immune system to transform the lives of patients fighting cancer.
TradeUP Acquisition Corp. is a blank check company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination with one or more businesses. TradeUP was incorporated under the laws of the State of Delaware on January 6, 2021.
Forward-Looking Statements
This press release contains forward-looking statements
within the meaning of section 27A of the U.S. Securities Act of 1933, as amended (the "Securities Act"), and section 21E of
the U.S. Securities Exchange Act of 1934 ("Exchange Act") that are based on beliefs and assumptions and on information currently
available to TradeUP and Estrella. In some cases, you can identify forward-looking statements by the following words: "may,"
"will," "could," "would," "should," "expect," "intend," "plan,"
"anticipate," "believe," "estimate," "predict," "project," "potential,"
"continue," "ongoing," "target," "seek" or the negative or plural of these words, or other
similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including
projections of market opportunity and market share, the capability of Estrella's business plans including its plans to expand, the
sources and uses of cash from the proposed transaction, the anticipated enterprise value of the combined company following the consummation
of the proposed transaction, any benefits of Estrella's partnerships, strategies or plans as they relate to the proposed transaction,
anticipated benefits of the proposed transaction and expectations related to the terms and timing of the proposed transaction are also
forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from those expressed or implied by these forward-looking statements. Although each
of TradeUP and Estrella believes that it has a reasonable basis for each forward-looking statement contained in this communication, each
of TradeUP and Estrella caution you that these statements are based on a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. In addition, there will be risks and uncertainties described in the proxy statement/prospectus
on Form S-4 relating to the proposed transaction, which is expected to be filed by TradeUP with the SEC and other documents filed by TradeUP
or Estrella from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could
cause actual events and results to differ materially from those contained in the forward-looking statements. Neither TradeUP nor Estrella
can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are
subject to a number of risks and uncertainties, including, among others, the ability to complete the business combination due to the failure
to obtain approval from TradeUP's stockholders or satisfy other closing conditions in the business combination agreement, the occurrence
of any event that could give rise to the termination of the business combination agreement, the ability to recognize the anticipated benefits
of the business combination, the amount of redemption requests made by TradeUP's public stockholders, costs related to the transaction,
the impact of the global COVID-19 pandemic, the risk that the transaction disrupts current plans and operations as a result of the announcement
and consummation of the transaction, the outcome of any potential litigation, government or regulatory proceedings and other risks and
uncertainties, including those to be included under the heading "Risk Factors" in the final
prospectus for TradeUP's initial public offering filed with the SEC on June 19, 2021
and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither
TradeUP or Estrella presently know or that TradeUP and Estrella currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements,
you should not regard these statements as a representation or warranty by TradeUP, Estrella, their respective directors, officers or employees
or any other person that TradeUP and Estrella will achieve their objectives and plans in any specified time frame, or at all. The forward-looking
statements in this press release represent the views of TradeUP and Estrella as of the date of this communication. Subsequent events and
developments may cause those views to change. However, while TradeUP and Estrella may update these forward-looking statements in the future,
there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking
statements as representing the views of TradeUP or Estrella as of any date subsequent to the date of this communication.
No Offer or Solicitation
This press release is not a proxy statement or
Last updated: Oct 3, 2022