UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934
Filed by the Registrant x
Filed by a party other than the Registrant ¨
Check the appropriate box:
| ¨ |
Preliminary Proxy Statement |
| ¨ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ |
Definitive Proxy Statement |
| x |
Definitive Additional Materials |
| ¨ |
Soliciting Material under §240.14a-12 |
TradeUP Acquisition Corp.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x |
No fee required. |
| ¨ |
Fee paid previously with preliminary materials. |
| ¨ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 25, 2023
Date of Report (Date of earliest event reported)
TRADEUP ACQUISITION CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
|
001-40608 |
|
86-1314502 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
437 Madison Avenue, 27th Floor
New York, New York |
|
10022 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (732) 910-9692
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Common
Stock and one-half of one Warrant |
|
UPTDU |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Common Stock, par value $0.0001 per
share |
|
UPTD |
|
The Nasdaq Stock Market LLC |
| |
|
|
|
|
| Warrants, each whole warrant exercisable for one
share of Common Stock at an exercise price of $11.50 |
|
UPTDW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
Binding PIPE Investment Term Sheet
On July 25, 2023, TradeUP
Acquisition Corp. (the “Company” or “UPTD”) entered into a binding term sheet (the “Binding Term Sheet”)
with Suma Ventures, LLC (the “Investor”), Estrella Biopharma, Inc., a Delaware corporation (“Estrella”), and Eureka
Therapeutics, Inc., a Delaware corporation (“Eureka”), in connection with proposed transactions contemplated by a certain
Agreement and Plan of Merger dated September 30, 2022 (the “Merger Agreement”) by and among UPTD, Estrella and Tradeup Merger
Sub Inc. (such transactions, the “Business Combination”).
Pursuant to the Binding Term
Sheet, immediately prior to the closing of the Business Combination (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 (“New Estrella”)
from all obligations under the Indebtedness.
As a result of the Closing,
New Units will become Class B units of New Estrella (the “New Estrella Units”), each consisting of one share of common stock
of New Estrella (“New Estrella Common Stock”) and one share of preferred stock of New Estrella (“New Estrella Preferred
Stock”). New Estrella Common Stock is expected to be listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the ticker
symbol “ESLA.” 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 volume weighted average price
(“VWAP”) of New Estrella Common Stock traded on Nasdaq 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. Any fractional shares of New Estrella Common
Stock to be issued will be rounded down to the nearest whole number of shares of New Estrella Common Stock.
In connection with the Binding
Term Sheet, the Investor has agreed to execute and deliver a certain 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.
The Binding Term Sheet constitutes
a binding agreement between UPTD and the Investor with respect to the subject matter thereof and supersedes all prior oral or written
agreements or understandings relating thereto. The Binding Term Sheet is subject to the execution and delivery by all parties of mutually
satisfactory documentation, the completion of all due diligence and the consummation of the Business Combination.
The foregoing description
of the Binding Term Sheet is qualified in its entirety by reference to the full text of the Binding Term Sheet, a copy of which is filed
as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered
Sales of Equity Securities.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference
into this Item 3.02 to the extent required herein. The New Estrella Common Stock underlying New Estrella Units and New Estrella
Preferred Stock will be subject to trade restrictions pursuant to a Lock-Up Agreement for
one year following the Closing.
Forward-Looking Statements
This Report includes forward
looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may
be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,”
“could,” “plan,” “potential,” “predict,” “seek,” “target,” “aim,”
“plan,” “project,” “forecast,” “should,” “would,” or variations of such words
or by expressions of similar meaning. Such forward-looking statements, including statements regarding anticipated financial and operational
results, projections of market opportunity and expectations, the estimated post-transaction enterprise value, the advantages and expected
growth of the combined company, the cash position of the combined company following closing, the ability of the Company and Estrella to
consummate the proposed Business Combination and the timing of such consummation, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements. These risks and uncertainties include, but are not limited to, those
factors described in the section entitled “Risk Factors” in the Company’s final prospectus dated July 19, 2021 filed
with the SEC (the “Final Prospectus”) related to UPTD’s initial public offering, the Company’s definitive
proxy statement (the “Definitive Proxy Statement”) dated July 11, 2023 (the “Definitive Proxy Statement”) related
to the Business Combination, its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in other documents
filed by the Company with the SEC from time to time. Important factors that could cause the combined company’s actual results or
outcomes to differ materially from those discussed in the forward-looking statements include: Estrella’s or New Estrella’s
limited operating history; the ability of Estrella or New Estrella to identify and integrate acquisitions; general economic and market
conditions impacting demand for the products and services of Estrella or New Estrella; the inability to complete the proposed transaction;
the inability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, the amount
of cash available following any redemptions by the Company’s stockholders; the ability to meet Nasdaq’s listing standards
following the consummation of the proposed transaction; costs related to the proposed transaction; and such other risks and uncertainties
as are discussed in the Final Prospectus and the Definitive Proxy Statement. Other factors
include the possibility that the proposed Business Combination does not close, including due to the failure to receive required security
holder approvals, or the failure of other closing conditions.
The Company and Estrella each
expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained
herein to reflect any change in the Company’s or Estrella’s expectations with respect thereto or any change in events, conditions
or circumstances on which any statement is based, except as required by law.
Additional Information about the Business Combination and Where
to Find It
The proposed Business Combination
has been approved by the board of directors of Estrella and the Company and have been submitted to stockholders of the Company and the
stockholders of Estrella for their approval. In connection with such approval, the Company has filed with the SEC a Form S-4, which includes
a proxy statement containing information about the proposed Business Combination and the respective businesses of Estrella and the Company,
as well as the prospectus relating to the offer of the Company’s securities to be issued to stockholders of Estrella in connection
with the completion of the proposed Business Combination (the “proxy statement/prospectus”). The proxy statement/prospectus
was declared effective on July 11, 2023, and, on July 11, 2023, the Company commenced the mailing of the Definitive
Proxy Statement and other relevant documents to its stockholders as of the record date, June 13, 2023. The Company’s stockholders
are urged to read the Definitive Proxy Statement in connection with the proposed Business Combination, as these materials will contain
important information about the Company, Estrella and the proposed Business Combination. Stockholders will also be able to obtain a free
copy of the Definitive Proxy Statement, as well as other filings containing information about
the Company, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
The Company, Estrella and
their respective directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders with respect to the proposed Business Combination. Information regarding the Company’s directors
and executive officers is available in the Final Prospectus and the Definitive Proxy Statement.
Additional information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the proxy solicitation
relating to the proposed Business Combination and a description of their direct and indirect interests, by security holdings or otherwise,
will be contained in the Definitive Proxy Statement.
No Offer or Solicitation
This Report does not constitute
an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended (the “Securities Act”).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
TradeUP Acquisition Corp. |
| |
|
| |
By: |
/s/ Weiguang Yang |
| |
Name: |
Weiguang Yang |
| Date: July 26, 2023 |
Title: |
Co-Chief Executive Officer |
Exhibit 10.1
PIPE
Investment Term Sheet
This
term sheet summarizes the principal terms and conditions of the proposed investment by Suma Ventures, LLC (“Investor”)
in shares of common stock (the “Shares”) of TradeUP Acquisition Corp., a Delaware corporation (“TradeUP”),
and is subject to the execution and delivery by all parties of mutually satisfactory documentation, the completion of all due diligence
and the consummation of the transactions contemplated by that certain Agreement and Plan of Merger (the “Agreement”),
by and among TradeUP, Estrella Biopharma, Inc., a Delaware corporation (“Estrella”), and Tradeup Merger Sub Inc.,
a Delaware corporation, dated as of September 30, 2022 (the “(“Business Combination”). This term sheet constitutes
a binding agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements
or understandings relating thereto. The parties to this term sheet hereby agree to execute and deliver such other agreements, documents
and instruments as may be reasonably necessary or desirable to effectuate the transactions contemplated by this term sheet. For the avoidance
of doubt, this term sheet and any agreements, documents or other instruments entered into to effectuate the transactions contemplated
by this term sheet shall be null and void, and the terms herein or therein shall be of no further effect, if the closing of the Business
Combination does not occur.
This
term sheet shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles
of conflicts of laws.
| Term |
|
Description |
| |
|
|
| |
|
INVESTMENT TERMS |
| |
|
|
| Transactions |
|
Immediately
prior to Closing, Investor will acquire certain payables of Estrella in an amount equal to $6.8 million (the “Indebtedness”)
owed to Eureka Therapeutics (“Eureka”) by Estrella in exchange for securities of Eureka owned by Investor.
At
the Closing, TradeUP will issue to Investor 680,000 Class B units (the “Units”), with each Unit containing one
share of common stock of TradeUP (the “TradeUP Common Stock”) and one share of preferred stock of TradeUP (the
“Preferred Stock”) and Investor, in exchange, will agree to irrevocably waive the Indebtedness, and release Eureka
and the combined entity following the Closing from all obligations under the Indebtedness. |
| |
|
|
| Securities Offered |
|
Investor
will receive Units of TradeUP. Each Unit contains one share of Common Stock and one share of Preferred Stock. |
| |
|
|
| Terms of Securities |
|
Following
the Closing, TradeUP Common Stock will become common stock of the combined company, Estrella Immunopharma, Inc. (“Estrella
Immunopharma”). The common stock of Estrella Immunopharma, Inc will be listed on the Nasdaq Stock Market LLC under the
ticker symbol “ESLA.”.
The
Preferred Stock has a conversion provision meant to provide Investor with protection through the issuance of additional shares of
Common Stock following the Closing. Six months following the Closing (the “Conversion Date”), each share of Preferred
Stock will automatically convert into a number of shares of Common Stock equal to (i) (A) 10.00 minus (B) the greater of (1) the
closing price of the Common Stock on the day preceding the Conversion Date and (2) the volume weighted average price (“VWAP”)
of the Common Stock traded on Nasdaq 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 Preferred Stock will occur, and
the Preferred Stock will be forfeited for no consideration. Any fractional shares of Common Stock to be issued will be rounded down
to the nearest whole number of shares of Common Stock. |
| |
|
|
| Governing Law |
|
Delaware |
| |
|
|
| Lock-up |
|
Investor
agrees to execute and deliver a Lock-up Agreement in connection with the purchase of the Units, restricting Investor’s ability
to trade the Common Stock underlying the Units and the Preferred Stock for one year following the Closing. |
ESTRELLA
BIOPHARMA, INC.
| By: |
/s/
Peter Xu |
|
| |
Name: |
Peter Xu |
|
| |
Title: |
Chief Financial Officer |
|
EUREKA
THERAPEUTICS, INC.
| By: |
/s/ Cheng Liu |
|
| |
Name: |
Dr. Cheng Liu |
|
| |
Title: |
Chief Executive Officer |
|
TRADEUP
ACQUISITION CORP.
| By: |
/s/ Weiguang Yang |
|
| |
Name: |
Weiguang Yang |
|
| |
Title: |
Co-Chief Executive Officer |
|
SUMA VENTURES,
LLC
| By: |
/s/ Wai Yan Sandy
Chan |
|
| |
Name: |
Wai Yan Sandy Chan |
|
| |
Title: |
Manager |
|
Signature
Page to PIPE Investment Term Sheet
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