NEW
YORK, Oct. 3, 2022 /PRNewswire/ -- Estrella
Biopharma, Inc. ("Estrella"), a preclinical-stage biopharmaceutical
company focusing on cancer therapeutics, and TradeUP Acquisition
Corp. ("TradeUP") (NASDAQ: UPTD), a publicly traded special purpose
acquisition company, today announced that they have entered into a
definitive business combination agreement on September 30, 2022 that will result in Estrella
becoming a publicly listed company.
Upon closing of the transaction, TradeUP will be renamed
"Estrella Immunopharma, Inc." (the "Combined Company").
Estrella is a preclinical-stage biopharmaceutical company
developing CD19-targeted ARTEMIS®️ T-cell therapies under certain
license agreements with the capacity to address treatment
challenges for patients with blood cancers and solid tumors.
Estrella's lead product candidate, EB103, a CD19-Redirected
ARTEMIS®️ T-cell therapy, targets CD19, a protein expressed on the
surface of almost all B-cell leukemias and lymphomas. Estrella is
also developing EB104, a CD19/22 duel-targeting ARTEMIS®️ T-cell
therapy, which targets both CD19 and CD22, a protein expressed on
the surface of mature B lymphocytes. EB103 and EB104 utilize the
ARTEMIS® Cell Receptor Platform technologies Estrella has
in-licensed from Eureka Therapeutics, Inc. ("Eureka") earlier this
year. Estrella is also collaborating with Imugene Ltd and its
product candidate, CF33-CD19t, an oncolytic virus ("CF33-CD19t"),
which forces solid tumor cells to express a CD19 target, to treat
solid tumors in a "Mark and Kill" strategy.
Estrella's President and CEO, Cheng Liu, PhD and the current
management team will continue to lead the Combined Company. Dr. Liu
will also continue in his role as President and CEO of Eureka.
"Estrella is committed to making a meaningful difference in
areas of unmet medical needs by continue advancing our pipeline
programs into the clinics. The team is confident that fueled by
ARTEMIS® technologies, EB103 and EB104 have the potential to
address blood cancers while mitigating safety concerns. Meanwhile,
we plan to extend the use of our CD19 ARTEMIS®️ T-cell therapy into
diverse solid tumors by combining with Imugene's CF33-CD19t in the
novel "Mark and Kill" approach," said Dr. Liu, President and
CEO of Estrella. "We are delighted to have found such a stellar
group of partners and investors as we take the next step in our
growth trajectory as a public company."
Weiguan Yang, Co-CEO of TradeUP, commented: "We are truly
excited about the merger with Estrella. Estrella represents a rare
opportunity to further advance T-cell therapies in minimizing
life-threatening side effects such as Cytokine Release Syndrome
("CRS") and has the potential to address blood cancers while
mitigating safety concerns. The collaboration with Imugene is
expected to tackle the major challenge for current T-cell therapies
in solid tumor treatment. We believe this business combination will
provide Estrella or the Combined Company the financial resources to
continue developing its lead drug candidate and bring its novel
therapies to fruition."
Transaction Overview
The pro forma equity valuation (assuming no redemptions) of the
Combined Company is expected to be approximately $398.5 million. Estimated cash proceeds to the
Combined Company from the transaction are expected to consist of
TradeUP's approximately $45.4 million
of cash in trust (assuming no redemptions).
Upon the closing of the transaction, and assuming none of
TradeUP's public stockholders elect to redeem their shares of
common stock and no additional shares of common stock are issued
upon the closing of the transaction, it is anticipated that
TradeUP's public stockholders would retain an ownership interest of
approximately 11.1% in the Combined Company, the sponsors,
officers, directors and other holders of TradeUP founder shares
will retain an ownership interest of approximately 3.6% of the
Combined Company, and the Estrella stockholders will own
approximately 81.6% of the Combined Company.
The board of directors of each of TradeUP and Estrella as well
as stockholders of Estrella approved the transaction, which is
expected to close in the first half of 2023. The transaction will
require the approval of the stockholders of TradeUP and is subject
to other customary closing conditions including the receipt of
certain regulatory approvals.
Additional information about the proposed transaction, including
a copy of the business combination, will be provided in a Current
Report on Form 8-K to be filed by TradeUP with the SEC and
available at www.sec.gov.
Advisors
US Tiger Securities, Inc. has acted as financial advisor to
TradeUP. Robinson & Cole LLP acted as legal advisor to
TradeUP. Winston & Strawn LLP acted as legal advisor to
Estrella.
About Estrella
Estrella, a Delaware
corporation, 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.
About TradeUP
TradeUP Acquisition Corp. is 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. TradeUP 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
TradeUP 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 including its plans to expand, the
sources and uses of cash from the proposed transaction, the
anticipated enterprise value of the combined company following the
consummation of the proposed transaction, any benefits of
Estrella's partnerships, strategies or plans as they relate to the
proposed transaction, anticipated benefits of the proposed
transaction and expectations related to the terms and timing of the
proposed transaction 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
TradeUP and Estrella believes that it has a reasonable basis for
each forward-looking statement contained in this communication,
each of TradeUP 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, there will be risks and uncertainties described in the
proxy statement/prospectus on Form S-4 relating to the proposed
transaction, which is expected to be filed by TradeUP with the SEC
and other documents filed by TradeUP 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 TradeUP 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 complete the business combination due to the failure
to obtain approval from TradeUP's stockholders or satisfy other
closing conditions in the business combination agreement, the
occurrence of any event that could give rise to the termination of
the business combination agreement, the ability to recognize the
anticipated benefits of the business combination, the amount of
redemption requests made by TradeUP's public stockholders, costs
related to the transaction, the impact of the global COVID-19
pandemic, the risk that the transaction disrupts current plans and
operations as a result of the announcement and consummation of the
transaction, 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 final
prospectus for TradeUP's initial public offering filed with the SEC
on June 19, 2021 and in its
subsequent quarterly reports on Form 10-Q and other filings with
the SEC. There may be additional risks that neither TradeUP or
Estrella presently know or that TradeUP 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 TradeUP, Estrella, their respective
directors, officers or employees or any other person that TradeUP
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 TradeUP and Estrella as
of the date of this communication. Subsequent events and
developments may cause those views to change. However, while
TradeUP 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
TradeUP or Estrella as of any date subsequent to the date of this
communication.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and does not constitute an
offer to sell or a solicitation of an offer to buy any securities
of TradeUP or Estrella, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act.
Important Additional Information Regarding the Transaction
Will Be Filed With the SEC
In connection with the proposed business combination, TradeUP
intends to file with the SEC a registration statement on Form S-4
containing a preliminary proxy statement and a preliminary
prospectus of TradeUP, and after the registration statement is
declared effective, TradeUP will mail a definitive proxy
statement/prospectus relating to the proposed business combination
to its stockholders and Estrella's shareholders. This press release
does not contain all the information that should be considered
concerning the proposed business combination and is not intended to
form the basis of any investment decision or any other decision in
respect of the business combination. TradeUP's stockholders and
other interested persons are advised to read, when available, the
preliminary proxy statement/prospectus and the amendments thereto
and the definitive proxy statement/prospectus and other documents
filed in connection with the proposed business combination, as
these materials will contain important information about Estrella,
TradeUP and the proposed business combination. When available, the
definitive proxy statement/prospectus and other relevant materials
for the proposed business combination will be mailed to
stockholders of TradeUP as of a record date to be established for
voting on the proposed business combination. Such stockholders will
also be able to obtain copies of the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed with the SEC, without charge, once available,
at the SEC's website at www.sec.gov, or by directing a request to
TradeUP Acquisition Corp., 437 Madison Avenue, 27th Floor,
New York, New York 10022, and its
telephone number is (732) 910-9692, Attention: Jianwei Li, Co-Chief Executive Officer.
Participants in the Solicitation
TradeUP and Estrella and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of TradeUP's stockholders in connection with the proposed
transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of TradeUP's
stockholders in connection with the proposed business combination
will be set forth in TradeUP's registration statement on Form S-4,
including a proxy statement/prospectus, when it is filed with the
SEC.
Investors and security holders may obtain more detailed
information regarding the names and interests in the proposed
transaction of TradeUP's directors and officers in TradeUP's
filings with the SEC and such information will also be in the
Registration Statement to be filed with the SEC by TradeUP, which
will include the proxy statement / prospectus of TradeUP for the
proposed transaction.
For investor and media inquiries, please contact:
Investor Relations
Estrella Biopharma, Inc.:
IR@estrellabio.com
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SOURCE TradeUP Acquisition Corp.