NEW
YORK, July 12, 2023 /PRNewswire/ -- TradeUP
Acquisition Corp. ("TradeUP") (NASDAQ: UPTD), a publicly traded
special purpose acquisition company, announced that it will hold a
special meeting of stockholders of TradeUP on Monday, July 31, 2023 at 9:00 a.m. Eastern Time (the "Special Meeting") to
vote on, among others, the proposed business combination (the
"Merger") with Estrella Biopharma, Inc. ("Estrella"), a
preclinical-stage biopharmaceutical company focusing on cancer
therapeutics.
On September 30, 2022, the parties
entered into a definitive business combination agreement (the
"Business Combination Agreement"). On July
11, 2023, the registration statement on Form S-4 (File No.
333-267918) containing a proxy statement/prospectus relating to the
Merger (the "Proxy Statement/Prospectus") filed by TradeUP with the
U.S. Securities and Exchange Commission (the "SEC") was declared
effective by the SEC. The mailing of the Proxy Statement/Prospectus
to the stockholders of TradeUP as of June
13, 2023 (the "Record Date") commenced on July 11, 2023.
In addition, TradeUP announced that, in order to mitigate the
risks of being deemed to have been operating as an unregistered
investment company for purposes of the Investment Company Act of
1940, as amended (the "Investment Company Act"), TradeUP has
instructed Wilmington Trust, National Association, the trustee with
respect to the trust account of TradeUP (the "Trust Account"), to
liquidate the U.S. government treasury obligations and money market
funds held in the Trust Account on July 14,
2023, which is the expiry of the 24-month anniversary of the
effective date of the TradeUP's IPO prospectus, and to hold all
funds in the Trust Account in cash until the earlier of
consummation of the Merger or liquidation of TradeUp.
Before the Special Meeting, TradeUP will hold an interim meeting
of stockholders on July 17, 2023 at
9:00 a.m. Eastern Time (the
"Extension Meeting") to vote on, among other proposals, a proposal
to extend the date before which TradeUP must complete a business
combination from July 19, 2023 to
July 14, 2024 (the "Extension
Proposal"). The deadline for public stockholders to deliver
redemption requests in connection with the Extension Proposal is
July 13, 2023 (two business days
before the Extension Meeting). TradeUP estimates that the
redemption price in connection with the Extension Proposal, based
on the value of the Trust Account as of the Record Date and
factoring in the withdrawal of tax payables, will be approximately
$10.51 per share, subject to the
actual value of the Trust Account at the time of the redemption.
However, if the Extension Proposal is approved by TradeUP's
stockholders, for each public share of TradeUP that is not redeemed
by TradeUP's public stockholders in connection with the Extension,
an additional $0.05 per share will be
deposited into the Trust Account for each month beyond July 19, 2023. Accordingly, assuming the
Extension Proposal is approved, public stockholders of TradeUP who
continue to hold one or more public shares of TradeUP following the
Extension Meeting and who submit a redemption request for such
public shares by July 27, 2023 (two
business days before the Special Meeting) will have the opportunity
to redeem such public shares at a redemption price that is expected
to be approximately $0.05 higher per
share than the expected per share redemption price of public shares
redeemed in connection with the Extension Proposal, subject to the
actual value of the Trust Account at the time of the
redemption.
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. 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. To accomplish this mission, Estrella's lead product
candidate, EB103, utilizes Eureka's ARTEMIS® technology to target
CD19, a protein expressed on the surface of almost all B-cell
leukemias and lymphomas. Estrella is also developing EB104, which
also utilizes Eureka's ARTEMIS® technology to target not only CD19,
but also CD22, a protein that, like CD19, is expressed on the
surface of most B-cell malignancies. Estrella is also collaborating
with Imugene Limited and its product candidate, CF33-CD19t an
oncolytic virus ("CF33-CD19t"), to research the use of EB103 in
conjunction with CF33-CD19t to treat solid tumors using a "mark and
kill" strategy.
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 relating to the proposed transaction
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 Proxy Statement/Prospectus, 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 solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of TradeUP or Estrella, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed business combination, TradeUP
has filed with the SEC Proxy Statement/Prospectus, which was
declared effective by the SEC on July 11,
2023, TradeUP has mailed the Proxy Statement/Prospectus to
its stockholders. 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 to be
established for voting on the proposed business combination. 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.
Participants in the Solicitation
TradeUP and Estrella and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of TradeUP's stockholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of TradeUP's
stockholders in connection with the proposed business combination
will be set forth in the Proxy Statement/Prospectus.
Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed
transaction of TradeUP's directors and officers in TradeUP's
filings with the SEC and such information will also be in the Proxy
Statement/Prospectus for the proposed transaction.
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