Estrella Biopharma, Inc. entered into a definitive business combination agreement to acquire TradeUP Acquisition Corp. from TradeUP Acquisition Sponsor LLC and others for approximately $330 million in a reverse merger transaction.
The transaction will require the approval of the stockholders of TradeUP and Estrella, the applicable waiting periods, if any, under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 having expired or terminated, the net tangible assets upon the consummation with the deal no less than $5,000,0001, the deal Consideration Shares having been approved for listing on Nasdaq, an aggregate of at least $20 million cash including (a) the amount of cash available in the Trust Account immediately prior to the Closing, completion of transaction financing prior to or at the closing of at least $20 million by UPTD and is subject to other customary closing conditions including the receipt of certain regulatory approvals. The board of directors of each of TradeUP and Estrella have approved the transaction. The special meeting of stockholders of TradeUP will be held on July 17, 2023. The deal is expected to close in the first half of 2023. As of February 17, 2023, UPTD announced that UPTD may extend on monthly basis from January 19, 2023, until July 19, 2023. As of March 17, 2023, TradeUP extended the date by which TradeUP must complete its initial business combination from March 19, 2023, to April 19, 2023. As of April 13, 2023, TradeUP extended the date by which TradeUP must complete its initial business combination from April 19, 2023, to May 19, 2023. As on May 25, 2023, TradeUP proposes to amend its amended and restated certificate of incorporation to extend the date before which the Company must complete a business combination from July 19, 2023 to July 14, 2024 or such earlier date as determined by the board of directors. Estimated cash proceeds to Estrella Immunopharma from the transaction are expected to consist of TradeUP's approximately $45.4 million of cash in trust (assuming no redemptions).
US Tiger Securities, Inc. has acted as financial advisor and due diligence provider to TradeUP. Arila Zhou and Anna Jinhua Wang of Robinson & Cole LLP acted as legal advisor and due diligence provider to TradeUP. Mike Blankenship, James Brown and Louis Savage of Winston & Strawn LLP acted as legal advisor to Estrella. Friedman continued to serve as TradeUP Acquisition's independent registered public accounting firm through October 10, 2022. VStock Transfer, LLC acted as transfer agent to TradeUP. The Benchmark Company, LLC acted as fairness opinion provider with a service fee of $0.25 million to TradeUP. YCM CAP, Inc. acted financial due diligence provider to TradeUP. Beyond Century Consulting, LLC acted as financial advisor to Estrella. Karen Smith of Advantage Proxy, Inc. acted as information agent to TradeUP Acquisition and will receive a fee of approximately $10,000.