NEW
YORK, Aug. 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 share that is
not redeemed by the Company's stockholders in connection with such
extension (collectively, the "Remaining Shares", each, a "Remaining
Share"), the Company has deposited into its trust account (the
"Trust Account") an aggregate of $37,432.70 (the "Monthly Extension Fee"),
representing $0.05 per Remaining
Share of the Company.
The payment for such Monthly Extension Fee was made by Estrella
Biopharma, Inc., a Delaware
corporation ("Estrella"), pursuant to the Agreement and Plan of
Merger (the "Merger Agreement"), entered by and among the Company,
Tradeup Merger Sub Inc., a Delaware corporation and direct and wholly
owned subsidiary of UPTD ("Merger Sub"), and Estrella on
September 30, 2022.
Pursuant to the Company's current Charter, the Company may
extend on monthly basis from July 19,
2023 to July 14, 2024 or such
an earlier date as may be determined by its board to complete a
business combination by depositing the Monthly Extension Fee for
each month into the Trust Account.
About TradeUP
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.
About Estrella
Estrella Biopharma, Inc., 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.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
TradeUP has filed with the SEC a registration statement on Form
S-4 (File No.: 333-267918) containing a preliminary proxy statement
and a preliminary prospectus of TradeUP containing information
about the proposed business combination and the respective
businesses of TradeUP and Estrella, which was declared effective on
July 11, 2023. TradeUP has mailed a
definitive proxy statement/prospectus relating to the proposed
business combination (the "Proxy Statement/Prospectus") to its
stockholders and Estrella's shareholders. This press release does
not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the business combination. TradeUP's stockholders and
other interested persons are advised to read, when available, the
Proxy Statement/Prospectus and other documents filed in connection
with the proposed business combination, as these materials will
contain important information about Estrella, TradeUP and the
proposed business combination. The Proxy Statement/Prospectus and
other relevant materials for the proposed business combination have
been mailed to stockholders of TradeUP as of a record date of
June 13, 2023. Such stockholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to
TradeUP Acquisition Corp., 437 Madison Avenue, 27th Floor,
New York, New York 10022, and its
telephone number is (732) 910-9692, Attention: Jianwei Li, Co-Chief Executive Officer.
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 are risks and uncertainties described in the Proxy
Statement/Prospectus relating to the proposed transaction 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 Proxy
Statement/Prospectus , the final prospectus for TradeUP's initial
public offering filed with the SEC on June
19, 2021, its Annual Report on Form 10-K 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.
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SOURCE TradeUP Acquisition Corp.