TradeUP Acquisition Corp. (UPTD) Shareholders Approve Estrella Deal

TradeUP (NASDAQ:UPTD) announced in an 8-K this morning that its shareholders approved its combination with Estrella Biopharma at a special meeting yesterday, July 31.

650,580 shares were redeemed in connection with the vote, leaving the SPAC with just 98,074 public shares remaining from its original IPO. Should these results stand, TradeUp will have finished its process with 94.8% of shares redeemed.

In addition to its roughly $1 million in remaining trust capital, the SPAC also secured a $6.8 million PIPE last week. This effectively allowed Estrella lender Eureka Therapeutics to convert about $6.8 million in debts into equity in the form of 680,000 units, each containing one common share and one preferred share.

But, this is still short of the deal’s minimum cash condition, which requires TradeUp to maintain $20 million in cash available unless waived. The SPAC secured a one-year extension to its transaction deadline last month, however, so it has time to make additional moves to shore up this cash situation.

Should the deal go to close as is, these PIPE shares are to be locked up for one year, so they would not ease the low-float scenario that would face Estrella at close. Perhaps in anticipation of this, TradeUp stock spiked up to about +77% in pre-market trading at one point this morning.

What is likely to have an impact is the common stock purchase agreement TradeUp signed with White Lion Capital in April. Under this agreement, White Lion is to purchase up to $50 million in shares in the combined company after close. The maximum investment for agreement would appear to be unavailable even if White Lion may purchase shares recently tendered for redemption.

But, White Lion will nonetheless be issued 250,000 shares shortly after close in return for having made its commitments, which would more than triple Estrella’s liquid public share count.

TradeUp initially announced its $398 million combination with Estrella Biopharma in October 2022. Emeryville, California-based Estrella is developing three potential cancer therapies aimed at improving the effectiveness of T-cell treatments.