Filed by TradeUP Acquisition Corp.
Pursuant to Rule 425 under the Securities Act of
1933
and deemed filed pursuant to Rule 14a-12 under
the Securities Exchange Act of 1934
Commission File No. 001-40608
Subject Company: TradeUP Acquisition Corp.
Estrella Biopharma Announces FDA Clearance of IND Application for
Phase I/II Clinical Trial (Starlight-1) of EB103, a CD19-Targeted ARTEMIS® T Cell Therapy, to Patients with B-Cell Lymphomas
Initiation of Phase I/II Clinical Trial (Starlight-1) Expected to
Occur in Second Half of 2023
Emeryville, CA and New York, NY, March 8, 2023
(GLOBE NEWSWIRE) – Estrella Biopharma, Inc. (“Estrella”), a biopharmaceutical company whose mission is to harness the
evolutionary power of the human immune system to transform the lives of patients fighting cancer with safe, effective therapies, and TradeUP
Acquisition Corp. (“TradeUP”) (NASDAQ: UTPD), a special purpose acquisition company formed for the purpose of effecting a
merger, acquisition or similar business combination, today announced that the U.S. Food and Drug Administration (“FDA”) has
cleared Estrella’s Investigational New Drug (“IND”) application for Estrella’s lead product candidate, EB103,
a T-cell therapy targeting CD19, a protein expressed on the surface of almost all B-cell leukemias and lymphomas, paving the way for Estrella
to initiate a Phase I/II clinical trial of EB103 to treat relapsed or refractory (R/R) B-cell non-Hodgkin lymphoma (NHL) patients, including
clearance to treat patients with some of the highest unmet medical needs, including those with human immunodeficiency virus (HIV)-associated
lymphoma, and primary and secondary central nervous system (CNS) lymphoma.
“We are thrilled to have received FDA clearance
for our IND application for EB103, which will allow us to evaluate its safety and efficacy in a broader range of patients, including those
who are typically excluded from other clinical trials, often due to cytokine release syndrome (CRS) and neurotoxicity,” said Dr.
Cheng Liu, President and Chief Executive Officer of Estrella. “Our goal is to develop a safe and effective therapy that can help
address the unmet medical needs of patients with R/R B-cell malignancies, including those who are currently underserved by existing therapies.
We hope to enroll our first patient in the second half of 2023.”
The Starlight-1 Phase I/II clinical trial is designed
to assess the safety, tolerability, recommended Phase II dose (RP2D), and preliminary anti-cancer activity of EB103 for the treatment
of R/R B-cell NHL patients. The study is expected to enroll patients initially at UC Davis Health.
About EB103
EB103, a T-cell therapy, also referred to as Estrella’s
“CD19-Redirected ARTEMIS® T-Cell Therapy,” utilizes Eureka Therapeutics, Inc.’s (“Eureka’s”) ARTEMIS®
technology pursuant to Estrella’s license agreement with Eureka to target CD19. Unlike a traditional CAR-T cell, the unique design
of an ARTEMIS® T-Cell, like EB103 T-cells, allows it to be activated and regulated upon engagement with cancer targets that use a
cellular mechanism more closely resembling the one from an endogenous T-cell receptor. Once infused, EB103 T-cells seek out CD19-positive
cancer cells, bind to these cells, and destroy them.
Filed by TradeUP Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40608 Subject Company: TradeUP Acquisition Corp. |
About Estrella Biopharma, Inc.
Estrella 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 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.
Important Information and Where to Find It
TradeUP has filed with the SEC a registration
statement on Form S-4 (File No.: 333-267918) (the “Form S-4”) containing a preliminary proxy statement and a preliminary prospectus
of TradeUP containing information about the proposed business combination and the respective businesses of TradeUP and Estrella, initially
filed on October 18, 2022 and as amended from time to time, and after the Form S-4 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.
Filed by TradeUP Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Commission File No. 001-40608 Subject Company: TradeUP Acquisition Corp. |
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 are risks and uncertainties described in the proxy statement/prospectus
on Form S-4 relating to the proposed transaction 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 Form S-4, as amended from time to time, the final prospectus for TradeUP’s initial
public offering filed with the SEC on June 19, 2021, its Annual Report on Form 10-K 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.
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
is set forth in in the proxy statement/prospectus on Form S-4 filed with the SEC.
Corporate Contact:
Investor Relations
Estrella Biopharma, Inc.
IR@estrellabio.com
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