TRADEUP ACQUISITION CORP. : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The disclosure included under Item 2.03 is incorporated by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

As provided in an
Agreement and Plan of Merger (
as it may be amended, supplemented or otherwise modified from time to time, the
"
Merger Agreement
") dated September 30, 2022 by and among
TradeUP Acquisition Corp. (the "Company")
,
Estrella Biopharma, Inc., a Delaware corporation ("Estrella")
and
Tradeup Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of
UPTD ("Merger Sub")
, Estrella has agreed to, upon request by the sponsors of the Company, deposit
the agreed reasonable amount to the Company's trust in order to effectuate
extension of the Company's deadline to consummate a business combination.
Pursuant to the Merger Agreement, Estrella has deposited a monthly extension
payment of $45,511 to the trust account of the Company to extend the deadline
for the Company to complete the business combination contemplated therein by May
19, 2023. Such deposit is evidenced by an unsecured promissory note in the
principal amount of
o $45,511 issued by the Company to Estrella (the "Extension Note").

The Extension Note bears no interest and is payable in full upon the consummation of the Company's business combination (the "Business Combination") (such date, the "Maturity Date"). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Extension Note may be accelerated.

Estrella has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private shares of the common stock (the "Conversion Shares") of the Company, as described in the prospectus of the Company (File Number 333-253322), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the Business Combination. The number of Conversion Shares to be received by Estrella in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to Estrella by (y) $10.00, respectively. Notwithstanding the foregoing, the Company shall have the obligation to pay to Estrella the funds amounting to the principal amount of the Extension Note if the proposed business combination is terminated pursuant to the Merger Agreement. The Company shall refund the principal amount of the Extension Note to Estrella fully within 5 business days of such termination.

The issuance of the Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The copy of the Extension Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 2.03 are intended to be summaries only and are qualified in their entirety by reference to the Extension Note.

Item 3.02

Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Conversion Shares, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by Estrella until 30 days after the completion of the Company's initial Business Combination and (2) are entitled to registration rights.

Item 8.01. Other Events.

The Company issued the press release filed herewith on April 13, 2023, announcing the issuance of the Extension Note. The material attached as Exhibit 99.1 is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.                          Description of Exhibits

  10.1          Extension Note, dated April 12, 2023, issued by TradeUP Acquisition
              Corp. to Estrella Biopharma, Inc.

  99.1          Press Release dated April 13, 2023.

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