UPTDU TradeUP Acquisition Corporation

 

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)		(IRS Employer
of incorporation)				Identification Number)

 

5858 Horton Street, Suite 370 Emeryville, California		94608
(Address of principal executive offices)		(Zip Code)

 

(510) 318-9098

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		Name of each exchange  on which registered
Common Stock, par value $0.0001 per share		ESLA		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		ESLAW		The Nasdaq Stock Market LLC

   

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging  growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On March 4, 2024, Estrella Immunopharma, Inc. (the “Company”), Estrella Biopharma, Inc. (“Estrella Biopharma”), a wholly-owned and sole operating subsidiary of the Company, and Eureka Therapeutics, Inc. (“Eureka”), the controlling shareholder of the Company, entered into Statement of Work No. 001 (“SOW”) relating to the clinical trial services to be performed by Eureka in connection with the Phase I/II clinical trial of Estrella Biopharma’s product candidate, EB103, a T-cell therapy targeting CD19 using ARTEMIS™ T cell technology licensed by Estrella Biopharma from Eureka. The trial is designed to assess the safety, tolerability, recommended Phase II dose, and preliminary anti-cancer activity of EB103 for the treatment of relapsed or refractory (R/R) B-cell non-Hodgkin lymphoma (NHL) patients.

 

The SOW is governed by the terms of the Services Agreement, dated June 28, 2022, between Estrella Biopharma and Eureka (as amended by Amendment No. 1, effective as of October 1, 2022, and Amendment No. 2, effective as of March 1, 2023, the “Services Agreement”), and incorporates all the terms of the Services Agreement by reference. Notwithstanding the foregoing, the terms and conditions of the SOW govern in the event of any conflict with the terms and conditions of the Services Agreement.

 

Services, Fees and Expenses

 

The scope of work set forth in the SOW includes study start-up, patient dosing and related activities, study close-out, and reporting. Additionally, the SOW sets forth the various services Eureka will provide in connection with the clinical trial, including regulatory document development, site activation, patient enrollment and consent management, data collection, and pharmacovigilance.

 

Pursuant to the SOW, Estrella Biopharma agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $33,000,000 for achievement of all milestones, excluding additional pass-through costs and expenses incurred by Eureka and payable by Estrella Biopharma as further described below. Such amount assumes 20 patients are dosed and one clinical site is activated. An additional $500,000 will become payable to Eureka if a second site is activated following mutual agreement of Estrella Biopharma and Eureka. In addition to the milestone payments, Eureka will invoice Estrella Biopharma quarterly for additional pass-through costs and expenses incurred in connection with its services under the SOW. Estrella Biopharma is required to settle invoices within 30 days, with Eureka reserving the right to impose monthly interest charges of 1.5% for undisputed amounts unpaid after 30 days. Estrella Biopharma will also be responsible for payment of any taxes, fees, duties or charges imposed by any governmental authority in connection with the services provided by Eureka under the SOW, other than any taxes on Eureka’s income.

 

The first invoice payable to Eureka issuable upon execution of the SOW is for $3.5 million, covering the fees associated with the initiation of the study, the preparation and activation of the first study site, and the First Patient First Visit (FPFV) milestones. Prior to the commencement of the patient dosing phase, a deposit of $1.5 million is required to be delivered to Eureka to ensure the readiness for patient treatment expenses and will be applied against our final invoice, and any unused portion will be returned to Estrella Biopharma following collection of all outstanding fees and costs payable to Eureka under the SOW. Additional invoices will be issued in connection with the patient dosing milestone, amounting to $1,375,000 per patient and a total cost $27,500,000 for 20 patients, excluding any pass-through costs and additional expenses. The SOW provides an estimated dosing timeline of 6 patients by the end of 2024 and an additional 14 patients by the end of 2025. Lastly, a $2,000,000 milestone fee will become due in connection with the study close-out phase, estimated to be completed by the end of 2025. Services provided in connection with this milestone include finalizing patient data, trial data cleaning, statistical analysis, and preparing and submitting the final study report.

 

Eureka is required to provide monthly updates to Estrella Biopharma to keep it informed of progress and results of the activities in the scope of the SOW. Additionally Eureka, as the controlling shareholder of the Company, agrees to cooperate with the Company or Estrella Biopharma, as applicable, to take all reasonable actions necessary in order for the Company or Estrella Biopharma, as applicable, to consummate financing transactions sufficient to pay the amounts payable by Estrella Biopharma pursuant to the SOW in accordance with Nasdaq listing rules and standards and applicable state and federal law.

 

 

Estrella Biopharma’s and Eureka’s Right to Suspend Services or Terminate SOW

 

Estrella Biopharma has the right to suspend services or terminate the SOW upon written notice to Eureka. Estrella Biopharma is required to compensate Eureka for all services rendered up to the point of delivering any such notice, including expenses and non-cancellable commitments. Eureka also has the right to cease deliverables or terminate its services under the SOW if Estrella Biopharma fails to adhere to the payment terms of the SOW. In such instances, Eureka will not be liable for any resultant losses or expenses incurred by Estrella Biopharma due to the suspension of services under the SOW or termination of the SOW.

 

The foregoing description of the SOW does not purport to be complete and is qualified in its entirety by reference to the full text of the SOW, the Services Agreement, Amendment No. 1 to the Services Agreement and Amendment No. 2 to the Services Agreement, which are filed as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, to this Current Report and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
10.1		Statement of Work No. 001, dated and effective as of March 4, 2024, between Estrella Biopharma, Inc., Eureka Therapeutics, Inc and Estrella Immunopharma, Inc.
10.2†		Services Agreement, dated June 28, 2022, by and between Eureka Therapeutics, Inc. and Estrella Immunopharma, Inc. incorporated by reference to Exhibit 10.5 to the registration statement on Form S-4/A filed with the SEC on July 7, 2023 (File No. 2333-267918)
10.3		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)
10.4		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)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

†	Portions of this exhibit (indicated by asterisks) have been omitted because the registrant has determined that the information is both not material and is the type that the registrant treats as private or confidential.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Estrella Immunopharma, Inc.
	By:	/s/ Cheng Liu
	Name:	Dr. Cheng Liu
	Title:	Chief Executive Officer
Date: March 6, 2024

 

 

3

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”) in connection with the proposed EB103 anti-CD19 ARTEMIS® clinical trial (the “Project”).

 

This SOW is subject to the terms and conditions of the Services Agreement (as amended, the “MSA”) entered into by both Eureka and Client (the “Parties”) on June 28, 2022, which is incorporated herein by reference for all purposes. Capitalized terms used but not otherwise defined in this SOW will have the meanings ascribed thereto in the MSA, as applicable to the extent any terms or conditions of this SOW or any amendments thereto conflict with the terms and conditions of the MSA, the terms and conditions of the MSA shall control unless this SOW or any amendments thereto expressly states the intent of the Parties that a particular provision of this SOW or any amendments thereto supersedes the MSA with respect to a particular matter.

 

This SOW constitutes an offer and is expressly limited to the terms and conditions set forth within this SOW and the MSA. Upon acceptance by Client of the Services under this SOW, Client thereby accepts the terms and conditions of the SOW and MSA.

 

A.

Scope of Work

 

Eureka shall provide, but shall not be solely responsible for, day-to-day assistance to Client in the execution of the Project. This support encompasses a range of activities detailed in the following sections. Costs incurred in the provision of these Services, which may require engagement of external resources or entail activities beyond the initially defined scope, will be charged to Client as Adjustable and Additional Service Costs. The Services shall include as follows:

 

1.

Study Start-up:

 

(a)

Study Initiation: Develop a series of regulatory documents that align with regulatory guidelines and ethical standards. Ensure trial registration in relevant public databases for transparency. Screen, select and set up vendors/consultants to support activities, including but not limited to, database build, data management, pharmacovigilance, central lab, clinical operation and regulatory activities. Conduct vendor qualification to ensure quality of all parties. Conduct appropriate training for all relevant staff. Contract and budget negotiation with all vendors, including contract research organizations (“CRO”) and contract manufacturing organizations (“CMO”).

 

(b)

First Site Activation: Identify study principal investigators (“PI”) and clinical site(s), conduct site qualification to ensure it meets all trial requirements. Facilitate regulatory document submissions and approvals from multiple review boards at clinical sites including Institutional Review Board (“IRB”), addressing any scientific and medical questions as well as ethical concerns. Contract and budget negotiation. Develop site training material and conduct training of site staff, including PI, study nurse, clinical research coordinator, cell processing lab staff, training on the study protocol, investigational product manual (“IPM”) as well as other relevant procedures. Prepare the site logistically for trial commencement, including test kits, patient binder, etc.

 

 

(c)

Optional Second Site Activation: If necessary, follow a similar site activation process for a second site. Ensure consistency in site qualification, staff training, and logistical preparations across both sites.

 

(d)

First Patient First Visit (“FPFV”): Drive patient outreach and trial awareness effort. Closely work with PI to conduct patient screening, consent and enrollment of the first patient.

 

2.

Patient Dosing and Related Activities:

 

(a)

Manage Patient Enrollment and Consent: Oversee the continuous enrollment of patients at all active trial sites, screening potential participants against the trial’s eligibility criteria. Obtain informed consent from each participant in compliance with ethical and regulatory standards.

 

(b)

Manage Patient Schedule and Monitor Drug Safety: Closely working with sites to schedule leukapheresis, chemo-conditioning and infusion of study drug according to the dosing schedule and monitor each patient’s safety and response to treatment. Record any adverse events or reactions and conduct regular safety assessments and clinical evaluations as required by the trial protocol.

 

(c)

Data Collection and Management: Collect and record data from each patient visit using electronic data capture systems. Maintain patient records with strict adherence to data privacy and protection regulations.

 

(d)

Pharmacovigilance: Manage drug safety profile and oversee case-processing activities and timely patient safety reporting to the U.S. Federal Drug Administration (“FDA”), site PI and IRB.

 

(e)

Coordinate Supply and Logistics Management: Oversee the management of trial supplies, including study drug and kits. Ensure timely distribution of supplies to trial sites and monitor the storage conditions of study drug to meet specified requirements.

 

(f)

Maintain Communication and Coordination with Site Staff: Communicate with staff at trial sites to ensure adherence to the trial protocol and address any issues promptly. Provide ongoing support and training to site personnel as needed.

 

(g)

Manage the preparation, submission, and maintenance of all regulatory applications, including but not limited to IND amendments, IND annual reports, and other regulatory documents.

 

(h)

Conduct correlative study activities defined in the study protocol.

 

(i)

Conduct clinical data analysis, interpretation, and summarizing study results for clinical trial.

 

(j)

Develop Patient Compliance and Retention Strategies: Implement strategies to enhance patient adherence to the treatment regimen. Establish initiatives to retain patients throughout the trial, aiming to minimize dropout rates and ensure robust data collection.

 

 

(k)

Oversee all activities related to study drug manufacturing, QC and final releasing: Maintain high standard quality management system to ensure safety, identity, purity, potency and quality of final product.

 

3.

Study Close-out:

 

(a)

Conduct Last Patient’s Last Visit: Oversee the final visit of the last patient as the official end of the active study phase in the trial.

 

(b)

Execute Site Close-out Procedures: Perform site close-out procedures, including data verification and collection at each site to ensure all patient data has been accurately captured and accounted for, study drug destruction, expense reconciliation and contract termination with sites and vendors.

 

(c)

Manage Data Cleaning and Database Lock: Undertake data cleaning activities to ensure the integrity and accuracy of the trial data. Subsequently, proceed with the database lock, marking the end of data entry and the beginning of the data analysis phase.

 

(d)

Perform Statistical Analysis of Trial Data: Carry out statistical analysis of the collected data to extract meaningful insights and conclusions from the trial.

 

(e)

Prepare the Final Study Report: Compile the findings and analyses into the final study report, ensuring that it provides a clear and comprehensive account of the trial, its methodology, results, and conclusions.

 

(f)

Submit the Final Study Report to Regulatory Bodies: Complete the study by submitting the final study report to relevant regulatory bodies, such as the FDA, for review and approval.

 

4.

Reporting: Eureka will keep Client informed of progress and results of activities in the scope of this SOW with monthly updates. At the conclusion of the activities set forth herein, Eureka will provide Client with a Final Study Report.

 

[Continued on Next Page]

 

 

 

B.

Pricing.

 

In consideration of the Services performed by Eureka, Client agrees to pay to Eureka non-refundable net fees upon achievement of the corresponding milestones as set forth in the table below, which will become due and payable upon Client’s receipt of invoices issued by Eureka as further described below and subject to the terms and conditions set forth elsewhere in this Section B and in Section C, Section D and Section E of this SOW.

 

Item #	Milestone	Fee (USD)	Estimated Timeline
1	Study Start-up	$3,500,000	H1 2024
1a.	Study initiation	$2,000.000	Q1 2024
1b.	First site activated	$1,000,000	End of Q1 2024
1c.	Second site activated (optional)	($500,000)	Mid-year of 2024, optional payment for 2nd site activation
1d.	FPFV	$500,000	Mid-Year 2024
2-21	Per Patient Dosing	$1,375,000 per patient, Total $27,500,000 (20 patients)	6 patients by end of 2024; Additional 14 patients by end of 2025 (20 patients for entire project)
22	Study Close-out	$2,000,000	End of 2025
	Total (20 patients, 1 clinical site)	$33,000,000

 

The above timelines are estimated and subject to variation. Exact completion dates will be determined based on the progress of the Project and may be adjusted as necessary.

 

Client agrees to pay Eureka a non-refundable net fee in the amounts based on the milestones listed above.

 

Notwithstanding anything in this SOW to the contrary, for the Study Start-up phase, Eureka will issue to Client an initial invoice for Items 1a, 1b and 1d upon the execution of this SOW which shall be an advance for such milestones. This invoice will cover the costs associated with the initiation of the study (Item 1a), the preparation and activation of the first study site (Item 1b) and reaching the First Patient First Visit (FPFV, Item 1d) milestone. Subsequently, if a second site is activated following mutual agreement of the Client and Eureka and upon consent of the audit committee of Client’s parent company, Estrella Immunopharma, Inc. (“ESLA”), an additional invoice (Item 1c, optional) will be issued specifically upon its activation, covering costs specific to this additional site.

 

Prior to the commencement of the Per Patient Dosing phase, a deposit of $1.5 million is required to cover the expenses outlined in Item 2-21. This deposit ensures the readiness for patient treatment expenses and will be applied against our final invoice, and any unused portion will be returned to Client after our collection of all outstanding fees and costs related to this agreement. Following this, during the Per Patient Dosing phase, invoices (as detailed in Item 2-21) will be issued upon the dosing of each patient. This approach aligns the payment schedule directly with the ongoing progress of patient enrollment and dosing within the study.

 

At the Study Close-out phase, an invoice (Item 22) will be issued upon the submission of the final study report to the FDA, encompassing all the costs incurred during the final phase of the study. This invoice will cover a range of critical activities that mark the culmination of the study, including comprehensive data analysis, preparation of the final report, and other essential closing activities.

 

 

Adjustable and Additional Service Costs

 

Client agrees to reimburse Eureka on a quarterly basis for reasonable costs incurred or paid to providers by Eureka in providing the Services ( “Adjustable and Additional Service Costs”). These costs may include, but are not limited to:

 

(a)

Site enrollment adjustments: In the event that the initial designated sites fail to meet the enrollment target as stipulated in the estimated timeline set forth above, Eureka shall engage in a prompt reassessment of potential additional sites. This reassessment shall be documented in an amended Statement of Work, subject to the mutual agreement of both Parties, to ensure the timely and efficient attainment of the enrollment target.

 

(b)

Rate Adjustment Clause: The Parties acknowledge and agree that the financial terms set forth in this SOW are based upon the current 2024 rates. In the case of a significant increase in vendor and site costs beyond the customary annual inflation rate, the Parties agree to renegotiate the financial terms in good faith. Such renegotiation will be based on the then-prevailing market rates and documented in an amended financial schedule to this SOW.

 

(c)

Out-of-Scope Service Costs: The scope of the Services to be provided under this SOW is set forth under Section A of this SOW. Any services requested that fall outside of this defined scope, including but not limited to representation at conferences or participation in Client’s Scientific Advisory Board meetings, shall be considered additional services. These additional services will require a separate agreement or an amendment to this SOW, including a detailed description of the additional services and the associated additional compensation, if any.

 

The Parties acknowledge and agree that any non-Eureka providers paid with Adjustable and Additional Service Costs in connection with the performance of the Services under this SOW or any amended Statement of Work shall not be considered the agent, employee, or subcontractor of Eureka.

 

All Adjustable and Additional Service expenses billed to Client by Eureka must be accompanied by appropriate documentary evidence, such as receipts or other reasonable documentation

 

C.

Eureka and Client Cooperation

 

Eureka, as the controlling shareholder of ESLA, agrees to cooperate with Client and/or ESLA, to take all reasonable actions necessary in order for Client and/or ESLA to consummate financing transactions sufficient to pay the amounts payable by Client pursuant to this SOW while maintaining ESLA’s compliance with Nasdaq listing standards and applicable state and federal law.

 

D.

Payments.

 

Eureka will issue invoices to Client based on specific milestones reached under this SOW. These milestones include key stages of the Project such as Study Initiation, Site Activation, First Patient First Visit (FPFV), and Final Study Report Submission to the FDA. In addition to milestone-based invoicing, Eureka will also bill Client quarterly for pass-through costs and expenses incurred during the Project. Client shall pay all amounts due within 30 days of the receipt of the invoice if delivered electronically, or from the date of receipt if a paper invoice is requested. If any portion of an invoice is disputed, Client shall pay the undisputed amounts within 30 days of receipt of the invoice. The Parties shall engage in good faith efforts to reconcile the disputed amounts as soon as practicable. Expenses and pass-through costs will be detailed in a summary sheet accompanying the invoice. Eureka reserves the right to impose, and Client agrees to pay, interest at a rate of one and one-half percent (1½%) per month (or the maximum lesser amount permitted by law) on all undisputed amounts that remain outstanding 30 or more days from the due date of the invoice. All payments will be made in U.S. Dollars.

 

 

E.

Term and Termination

 

Pursuant to the terms outlined in Section 3 ‘TERM and TERMINATION’ of the MSA, the following stipulations apply:

 

In the event of Client’s failure to remit full payment of all undisputed invoiced amounts in a timely manner, such failure shall constitute a material breach. In response to this breach, Eureka reserves the right to withhold deliverables and, upon issuing written notice, may either suspend or terminate its Services under this SOW. Furthermore, Eureka shall not bear any liability for losses, damages, or expenses incurred by Client as a result of suspension or termination of its Services attributable to Client’s non-payment of the aforementioned undisputed invoiced amounts.

 

Client shall have the right to terminate this engagement or suspend the Services upon written notice (including via e-mail) to Eureka. Should Client opt to terminate this engagement prematurely or suspend the Services, Client is obligated to compensate Eureka for all Services provided, including but not limited to, deliverables and products dispensed, expenses accrued, and non-cancellable commitments undertaken by Eureka on behalf of Client prior to the time that Eureka receives such notice from Client.

 

It is further agreed that all conditions and provisions stipulated in Section 3 of the MSA shall remain in full force and effect. This includes, but is not limited to, the rights and obligations of the Parties concerning the commencement, execution, suspension, and termination of the Services, as well as any liabilities or indemnities associated with such actions.

 

The Parties acknowledge that this SOW is consistent with and shall be governed by the terms and conditions of the MSA. Any action taken by either Party in relation to the termination or suspension of the Services shall be deemed compliant with the agreed terms of the MSA, and this SOW shall be interpreted in conjunction with and as an integral part of the MSA.

 

This SOW is effective as of the Effective Date and does not alter or diminish the validity or enforceability of the remaining provisions of the MSA. All other terms and conditions of the MSA not explicitly modified herein shall remain in full force and effect.

 

F.

Taxes and Other Charges.

 

Client will be responsible for all transportation and administrative fees and any use tax, sales tax, excise tax, custom duty, inspection or testing fee, or any other taxes, fees, duties or charges imposed by any governmental authority, relating to or measured by the transaction, in addition to the prices quoted or invoiced in this SOW, except for any taxes owed for Eureka income which is solely Eureka’s obligation. If Eureka is required to pay any such taxes (except for any taxes owed for Eureka income), custom duties, fees or charges, in addition to those stipulated under this SOW and provide Client such notice, Client shall reimburse Eureka thereof or provide Eureka an exemption certificate or other document acceptable to the authority imposing the taxes, duties, fees, or charges at the time the order is placed.

 

[Signature Page Follows]

 

 

Eureka agrees to provide the Services described in this SOW provided Client accepts this SOW by signing in the space below.

 

ACKNOWLEDGED AND agreed TO:

 

Estrella Biopharma, Inc.			Eureka Therapeutics, Inc.
By:	/s/ Cheng Liu		By:	/s/ Victor Shum
Name:	Cheng Liu		Name:	Victor Shum
Title:	Chief Executive Officer		Title:	General Counsel and Chief Business Officer
Date:	March 4, 2024		Date:	March 4, 2024

 

Estrella Immunopharma, Inc.
By:	/s/ Peter Xu
Name:	Peter Xu
Title:	Chief Financial Officer
Date:	March 4, 2024

 

[Signature Page to Statement of Work #001]

 

 

 

v3.24.0.1

Cover	Mar. 04, 2024
Document Type	8-K
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Document Period End Date	Mar. 04, 2024
Entity File Number	001-40608
Entity Registrant Name	Estrella Immunopharma, Inc.
Entity Central Index Key	0001844417
Entity Tax Identification Number	86-1314502
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	5858 Horton Street
Entity Address, Address Line Two	Suite 370
Entity Address, City or Town	Emeryville
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94608
City Area Code	(510)
Local Phone Number	318-9098
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ESLA
Security Exchange Name	NASDAQ
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Title of 12(b) Security	Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	ESLAW
Security Exchange Name	NASDAQ

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