Item 1.01 Entry into a Material Definitive Agreement.
Amendment to the Common Stock Purchase Agreement
On
The foregoing descriptions of the Amendment are qualified in their entirety by reference to the full text of the Amendment, the copy of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Forward-Looking Statements
This Report includes forward looking statements that involve risks and
uncertainties. Forward-looking statements are statements that are not historical
facts and may be accompanied by words that convey projected future events or
outcomes, such as "believe," "may," "will," "estimate," "continue,"
"anticipate," "design," "intend," "expect," "could," "plan," "potential,"
"predict," "seek," "target," "aim," "plan," "project," "forecast," "should,"
"would," or variations of such words or by expressions of similar meaning. Such
forward-looking statements, including statements regarding anticipated financial
and operational results, projections of market opportunity and expectations, the
estimated post-transaction enterprise value, the advantages and expected growth
of the combined company, the cash position of the combined company following
closing, the ability of the Company and Estrella to consummate the proposed
Business Combination and the timing of such consummation, are subject to risks
and uncertainties, which could cause actual results to differ from the
forward-looking statements. These risks and uncertainties include, but are not
limited to, those factors described in the section entitled "Risk Factors" in
the Company's final prospectus dated
The Company and Estrella each expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's or Estrella's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Additional Information about the Transaction and Where to Find It
The proposed transaction has been approved by the board of directors of Estrella
and the Company and will be submitted to stockholders of the Company and the
stockholders of Estrella for their approval. In connection with such approval,
the Company has filed with the
Participants in the Solicitation
The Company, Estrella and their respective directors and executive officers and
other persons may be deemed to be participants in the solicitation of proxies
from the Company's stockholders with respect to the proposed transaction.
Information regarding the Company's directors and executive officers is
available in the Final Prospectus and Form S-4. Additional information regarding
the persons who may, under the rules of the
No Offer or Solicitation
This Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended (the "Securities Act").
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Number Description 10.1 Amendment to the Common Stock Purchase Agreement, dated as ofApril 26, 2023 , by and betweenTradeUP Acquisition Corp. andWhite Lion Capital, LLC .
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