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TradeUP Acquisition Corp. *

TradeUP Acquisition Corp. *

Feb 19, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: Estrella Immunopharma, Inc.

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

TradeUP Acquisition Corp. proposes to combine with Estrella Immunopharma, 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.

SUBSEQUENT EVENT – 9/20/23 – LINK

  • The SPAC entered into subscription agreements with each of Plentiful Limited and Lianhe World Limited (a company incorporated in the People’s Republic of China).
  • Each Investor will purchase an aggregate of $5,000,000 shares of the Company’s common stock at a price per Share of $10.00.
  • If at the Closing, the VWAP of the Shares for the fifteen trading days prior to the date of Closing is less than $8.30, then each Investor will be entitled to receive a number of additional Shares equal to (i)(A) 8.30 minus (B) the VWAP at the Closing multiplied by (ii) 100,000.
  • Within thirty days following the date of the Closing, each Investor will also be entitled to receive 704,819 Shares.
  • Within five days following the date that is 24 months following the Closing, if the VWAP of the Shares for the fifteen trading days prior to the 24-Month Date is less than $8.30, then each Investor will be entitled to a number of shares equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00.

SUBSEQUENT EVENT – 7/26/23 – LINK

  • The SPAC entered into a binding term sheet with Suma Ventures, LLC (the “Investor”), Estrella Biopharma, Inc., and Eureka Therapeutics, Inc.
  • Immediately prior to the Closing, the Investor will acquire certain payables of Estrella owed to Eureka in an amount equal to $6.8 million (the “Indebtedness”) in exchange for securities of Eureka owned by the Investor.
  • At the Closing, UPTD will issue to the Investor 680,000 Class B units (the “New Units”), each consisting of one share of common stock of UPTD and one share of preferred stock of UPTD, and the Investor, in exchange, will agree to irrevocably waive the Indebtedness, and release Estrella and the post-Business Combination entity following the Closing from all obligations under the Indebtedness.
  • Six months following the Closing (the “Conversion Date”), each share of New Estrella Preferred Stock will automatically convert into a number of shares of New Estrella Common Stock, equal to:
    • (i) (A) 10.00 minus (B) the greater of (1) the closing price of New Estrella Common Stock on the day preceding the Conversion Date and (2) the VWAP of New Estrella Common Stock during the 20 trading days immediately preceding the Conversion Date (the “Conversion Price”), provided, however, that the Conversion Price may not be set at less than $4.15,
    • divided by (ii) the Conversion Price.
  • If on the Conversion Date the Conversion Price is greater than $10.00, then no conversion of New Estrella Preferred Stock will occur, and New Estrella Preferred Stock will be forfeited for no consideration.
  • The Investor has agreed to execute and deliver a Lock-Up Agreement to restrict its ability to trade the New Estrella Common Stock underlying the New Estrella Units and New Estrella Preferred Stock for one year following the Closing.

EXTENSION – 7/18/23 – LINK

  • The SPAC approved the extension from July 19, 2023 to July 14, 2024.
    • 1615,66shares were redeemed for $10.61 per share.
    • $0.05/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 4/24/23 – LINK

  • The SPAC entered into a common stock purchase agreement (the “Common Stock Purchase Agreement”) with White Lion Capital, LLC.
  • The SPAC has the right to require White Lion to purchase, from time to time following consummation of the business combination, up to $50,000,000 in aggregate gross purchase price of newly issued shares of the Company’s common stock.
  • The number of shares sold pursuant to any purchase notice may not exceed the lower of:
    • (i) a number of shares of Common Stock which, when aggregated with all other shares of Common Stock then beneficially owned by White Lion and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 promulgated thereunder), would result in the beneficial ownership by White Lion of more than 4.99% of the outstanding shares of Common Stock,
    • (ii) a number of shares of Common Stock equal to the product of (A) the Average Daily Trading Volume and (B) 30%, and
    • (iii) number of shares of Common Stock equal to the quotient obtained by dividing (A) the lower of (X) $1,000,000 and (Y) the dollar amount equal to the product of (I) the Effective Daily Trading Volume, (II) the closing price of Common Stock on the Effective Date and (III) 30%, with (B) the Closing Sale Price of the Common Stock on the day prior to the Purchase Notice Date.
  • The purchase price to be paid by White Lion for any such shares will equal 97% of the lowest daily volume-weighted average price of Common Stock (the “VWAP”) during a period of three consecutive business days following the applicable Purchase Notice Date (the “Valuation Period”). However, once White Lion has purchased $25,000,000 worth of Common Stock from the Company, the purchase price will be adjusted to 98% of the lowest daily VWAP during the Valuation Period.
  • The Company has agreed that it will, as soon as practicable following the Closing Date, cause Estrella to issue to White Lion an aggregate of 250,000 shares of Estrella’s Series A preferred stock, par value $0.0001 per share (“Estrella Series A Preferred Stock”), which the parties have acknowledged has a value of $250,000.

EXTENSION – 12/29/22 – LINK

  • The stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date before which the Company must complete a business combination from January 19, 2023 to July 19, 2023

TRANSACTION

  • 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).
  • 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.

PIPE

  • There is no PIPE for this deal.

LOCK-UP

  • Sponsor and Company
    • 6 months from the Closing Date and if the share price equals or exceeds $12.50/Share for 20/30 trading days, 50% of the shares will be released.

NOTABLE CONDITIONS TO CLOSING

  • No governmental order, statute, rule or regulation having been enacted or promulgated enjoining or prohibiting the consummation of the Business Combination
  • An aggregate of at least $20,000,000 cash including
    • (a) the amount of cash available in the Trust Account immediately prior to the Closing,
    • (b) the proceeds of the transaction financing
    • (c) the amount of cash available in any bank account of the Company as certified
  • Completion of transaction financing prior to or at the closing of at least $20,000,000 by UPTD or the Company including equity financing of no less than $15,000,000 (excluding equity-linked securities such as convertible debt or debt plus warrants) and debt or equity-linked financing of no more than $5,000,000, on terms acceptable to the Company.

NOTABLE CONDITIONS TO TERMINATION

  • The Closing has not occurred on or before January 19, 2023 or a later date as approved by the stockholders of UPTD to consummate a business combination

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.

MANAGEMENT & BOARD

Executive Officers

Jianwei Li, 43
Chairman, Co-Chief Executive Officer

Mr. Li has served as the founding and managing partner of Zhencheng Capital, specializing in early-stage investments since May 2016. Form May 2015 to May 2016, Mr. Li served as Chief Investment Officer and Partner at ZhenFund, an early-stage investment firm. From July 2011 to May 2015, Mr. Li served as Vice President at Sequoia Capital China and led the investments in AI hardware and corporate service sectors. From February 2007 to June 2011, Mr. Li served as the Vice President at Fidelity Growth Partners Asia and oversaw investments in the TMT sector. From July 2004 to January 2007, Mr. Li was a consultant at Boston Consulting Group. Mr. Li graduated from Beijing University and holds his bachelor degree and MBA degree from Beijing University of Posts and Telecommunications. Mr. Li was ranked #88 on 2020 Forbes China top 100 venture investors.

Weiguang “James” Yang, 39
Co-Chief Executive Officer, Director

Mr. Yang currently serves as the President, Chairman, and Chief Executive Officer of Zhongchao, Inc., a Nasdaq-listed company (Nasdaq: ZCMD) which he founded in 2012. From June 2013 to June 2016, Mr. Yang served as the first Chinese board member on the Global Alliance for Medical Education (GAME), a non-for-profit organization dedicated to the advancement of innovation in medical education throughout the world. From October 2005 to July 2012, Mr. Yang was the general manager at Medwork, a continuing medical education company. Mr. Yang obtained a bachelor degree in Clinical Medicine Science (traumatic surgery) from Gannan Medical University in 2005. Mr. Yang also attended the master course of Social Medicine and Health Management as continuing education from 2006 to 2008 in Capital Medical University of China. From 2010 to 2012, Mr. Yang took part in the master course of Integrated Marketing Communication in Tsinghua University.

Luqi “Lulu” Wen, 40
Chief Financial Officer, Secretary

Ms. Wen has been the financial director of Zhencheng Capital since May 2016. Form August 2011 to May 2016, Ms. Wen served as the senior finance manager in Harvest fund, a Chinese institutional asset manager. She also worked as a financial reporting manager at DHL-Sinotrans from 2007 through 2010 and senior financial analyst at Lenovo Greater China from 2005 to 2007. Ms. Wen received her bachelor degree from Sichuan University in Business Administration and master degree from University of Leeds in International Finance. In addition, she holds CFA and ACCA designations.

Board of Directors

Weston Twigg, 47
Director Nominee

Mr. Twigg currently has been a Managing Director, Equity Research Analyst at KeyBanc Capital Markets, where he leads the semiconductor equity research group since September 2014. Before joining KeyBanc Capital Markets, Mr. Twigg was an Associate Equity Analyst (2005-2007), Senior Equity Analyst (2007- 2012) and Principal (2012 to 2014) at Pacific Crest Securities until that Pacific Crest Securities merged with and into KeyBanc Capital Markets in September 2014. Prior to joining Pacific Crest Securities, Mr. Twigg worked in the semiconductor industry as a senior engineer at Intel from 2000 to 2005, and before that, as a process engineer at Samsung from 1998 to 2000.  Mr. Twigg received his MBA degree from the Michael G. Foster School of Business, University of Washington, his Master of Science degree in Chemical Engineering from Michigan State University, and his Bachelor of Arts degree in Chemistry from Albion College. Mr. Twigg was recognized as one of the Top Ten Stock Pickers in the U.S. by Financial Times in 2011.

Tao Jiang, 51
Director Nominee

Mr. Jiang is the Founder & Chairman of China Software Developer Community (CSDN), and the founding partner of GeekFounders. Mr. Jiang has over 25 years of experience in the software and internet industry as a programmer, entrepreneur, and angel investor. In 1999, Mr. Jiang founded CSDN, a professional Chinese IT technology community; currently with more than 31 million registered users, and ranked 30th (real time, subject to change) in Alexa global website traffic rank. In 2011, Mr. Jiang founded GeekFounders, and invested in a variety of high-tech startups. Prior to founding CSDN and GeekFounders, Mr. Jiang worked at Giant Network Group Co from1992 to 1997 and Kingsoft Corporation in 1997 and led the development of Giant handwriting computer, PowerWord and Herosoft Player. Mr. Tao received his bachelor degree from Sichuan University in computational mathematics and application software.

James Long, 50
Director Nominee

Mr. Long serves as the Chairman and CEO of MDLand International Corp. (“MDLand”), a digital healthcare company based in New York City providing cloud-based technological services to medical practices and healthcare organizations from October 2005. Previously, from 1998 to 2005, Mr. Long was a Vice President/consultant at JPMorgan Chase, responsible for the development and the support of applications for treasury services solutions. Prior to JPMorgan Chase, from 1995 to 1997, Mr. Long was a system engineer at Periphonic (acquired by Nortel) to develop the first-generation natural language processing-based voice applications and was a principal engineer at Medical Systems for the federally-fund small business innovation research (“SBIR”) project. Mr. Long holds a Master of Science degree in Physics with an emphasis on digital signal processing from the University of Wisconsin and a Bachelor of Science degree in Physics with an emphasis on microcomputer from Zhongshan (Sun Yat-sen) University.

 

ByKristi Marvin