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Sep 29, 2023

TradeUP Acquisition Corp. and Estrella Biopharma, Inc. Announce Completion of Business Combination

Estrella to Begin Trading on NASDAQ Under the Ticker Symbols "ESLA" and "ESLAW" Beginning October 2, 2023 NEW YORK, Sept. 29, 2023 /PRNewswire/ -- Estrella Immunopharma, Inc., formerly known as TradeUP Acquisition Corp. ("UPTD") (NASDAQ: UPTD, UPTDW, UPTDU), today announced the successful closing of its business combination with Estrella Biopharma, Inc. ("Estrella"), a preclinical-stage biopharmaceutical company developing T-cell therapies with the capacity to address treatment challenges for patients with blood cancers and solid tumors. 

The resulting combined company will operate under the name Estrella Immunopharma, Inc. and will be led by Estrella Founder and CEO Dr. Cheng Liu. The combined company's common stock and warrants will trade on NASDAQ under the symbols "ESLA," and "ESLAW," respectively, effective October 2, 2023.

On or about October 2, 2023, all remaining UPTD units will separate into their underlying components, which consist of one share of combined company's common stock and one-half of one warrant. The transaction was approved by UPTD's stockholders at the special meeting held on July 31, 2023.

Immediately prior to completion of the business combination, Estrella closed its Series A preferred stock financings with gross proceeds of $9.75 million and a short-term debt financing with gross proceeds of $0.30 million. Additionally, in conjunction with closing of the business combination, UPTD closed the previously announced private placement of UPTD common stock with gross proceeds of $10.00 million. Together, the business combination and the transaction financings provide the combined entity approximately $23.11 million available cash, after giving effect to UPTD stockholder redemption and before payment of transaction and offering expenses.

"We are pleased to close this transaction and are committed to the continued advancement of our clinical programs," stated Dr. Liu, President and CEO of Estrella. "Our anti-CD19 ARTEMIS T-cell therapy has the potential to improve patient outcomes while reducing the risk of Cytokine Release Syndrome (CRS). This marks a critical advancement in the management of blood cancer treatments."

"We are excited to have completed our Business Combination with Estrella, a company dedicated to resolving unmet medical demands. With this additional capital and the help of their highly experienced team, Estrella is well positioned to advance their pipeline programs into clinics and deliver long-term value to stockholders. Together, we look forward to seeing Estrella bring their novel therapeutics to fruition," added Mr. Weiguang Yang, Co-CEO of UPTD.

Advisors US Tiger Securities, Inc. served as the financial advisor to UPTD. Robinson & Cole LLP acted as the legal advisor to UPTD. Winston & Strawn LLP acted as the legal advisor to Estrella.

About Estrella

Estrella Immunopharma, 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.

About UPTD TradeUP Acquisition Corp. was 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. UPTD was incorporated under the laws of the State of Delaware on January 6, 2021.

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 UPTD 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, the sources and uses of cash from the business combination, the anticipated enterprise value of the combined company following the consummation of the business combination and anticipated benefits of the business combination 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 UPTD and Estrella believes that it has a reasonable basis for each forward-looking statement contained in this communication, each of UPTD 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, risks and uncertainties are described in the definitive proxy statement/prospectus relating to the business combination which has been filed by UPTD with the SEC and other documents filed by UPTD 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 UPTD 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 recognize the anticipated benefits of the business combination, costs related to the transaction, the impact of the global COVID-19 pandemic, 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 definitive proxy statement/prospectus relating to the business combination, the final prospectus for UPTD's initial public offering filed with the SEC on June 19, 2021 and in its subsequent quarterly reports on Form 10-Q, annual reports on Form 10-K and other filings with the SEC. There may be additional risks that neither UPTD or Estrella presently know or that UPTD 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 UPTD, Estrella, their respective directors, officers or employees or any other person that UPTD 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 UPTD and Estrella as of the date of this communication. Subsequent events and developments may cause those views to change. However, while UPTD 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 UPTD or Estrella as of any date subsequent to the date of this communication. 

Corporate Contact:

Investor Relations Estrella Biopharma, Inc.

SOURCE TradeUP Acquisition Corp.

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