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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
Date
of Report (Date of earliest event reported): July 11, 2023
TRADEUP
ACQUISITION CORP.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-40608 |
|
86-1314502 |
| (State or other jurisdiction |
|
(Commission File Number) |
|
(IRS Employer |
| of incorporation) |
|
|
|
Identification Number) |
437 Madison Avenue, 27th Floor
New York, New York |
|
10022 |
| (Address of principal executive
offices) |
|
(Zip Code) |
(732)
910-9692
(Registrant’s
telephone number, including area code)
(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 (17 CFR 230.425) |
| ☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act.
| Title of each class |
|
Trading
Symbol |
|
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
(§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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
8.01. Other Events.
Supplement
to the Definitive Proxy Statement
On
June 16, 2023, TradeUP Acquisition Corp. (the “Company”) filed a definitive proxy statement (the “Definitive Proxy
Statement”) for the solicitation of proxies in connection with a special meeting of the Company’s stockholders in lieu of
the 2023 annual meeting of stockholders to be held on July 17, 2023 (the “Extension Meeting”) to consider and vote on, among
other proposals, a proposal to amend its amended and restated certificate of incorporation (the “Charter”) to extend the
date before which the Company must complete a business combination from July 19, 2023 to July 14, 2024 or such earlier date as determined
by the board of directors of the Company (such proposal, the “Extension Proposal”).
Liquidation
of investment held in the Trust Account into cash held in the Trust Account
In
order to mitigate the potential risks of being deemed to have been operating as an unregistered investment company for purposes of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), the Company has determined to instruct Wilmington
Trust, National Association, the trustee with respect to the trust account of the Company (the "Trust Account“), to liquidate
the U.S. government treasury obligations and money market funds held in the Trust Account on July 14, 2023 and to hold all funds in the
Trust Account in cash until the earlier of consummation of the Company’s initial business combination or liquidation. Following
such liquidation, the Company will likely continue to receive, minimal interest, if any, on the funds held in the Trust Account, which
would reduce the dollar amount its public stockholders would receive upon any redemption or liquidation of the Company.
Effectiveness
of the Proxy Statement/Prospectus in Connection with the Business Combination
On
September 30, 2022, the Company, Estrella Biopharma, Inc. (“Estrella”), a preclinical-stage biopharmaceutical company focusing
on cancer therapeutics, and Tradeup Merger Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company entered
into a definitive business combination agreement (the “Business Combination Agreement”) (such transactions contemplated thereby,
the “Business Combination”). On July 11, 2023, the proxy statement/prospectus (File No. 333- 267918) in connection with the
Business Combination (the “Proxy Statement/Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission
(the “SEC”) was declared effective. The mailing of the Proxy Statement/Prospectus to the Company’s stockholders as
of June 13, 2023 was commenced on July 11, 2023.
Redemption
Price Related to the Extension Meeting
The
Board of Directors of the Company has fixed the close of business on June 13, 2023 (the “Record Date”) as the date for determining
the stockholders entitled to receive notice of and vote at the Extension Meeting. The deadline for public stockholders to deliver redemption
requests in connection with the Extension Proposal is July 13, 2023 (two business days before the Extension Meeting). The Company estimates,
based on the value of Trust Account as of the Record Date, the redemption price will be approximately $10.51 pe share, given effect of
withdrawal of tax payables and subject to the actual value of the Trust Account at the time of the redemption. However, if the Extension
Proposal is approved by the Company’s stockholders, for each public share that is not redeemed by public stockholders in connection
with the Extension Proposal, for each monthly period beyond July 19, 2023, the Company will deposit $0.05 per share per month in the
Trust Account. Public stockholders have been provided an opportunity to redeem their public shares in connection with the Business Combination
and submit their redemption request by July 27, 2023 (two business days before the Special Meeting). The parties expect to consummate
the Business Combination following the receipt of stockholder approval of the Business Combination, in which case, for public shares
that are not redeemed in connection with the Extension Proposal, they may be redeemed at the per-share price that is expected to be approximately
$0.05 higher in connection with the Business Combination, subject to the actual value of the Trust Account at the time of the redemption.
Press
Release
On
July 12, 2023, the Company issued the press release, announcing, among other things, (i) the liquidation of the Trust Account, and (ii)
the effectiveness of the proxy statement/prospectus in connection with the Business Combination. The material attached as Exhibit 99.1
is incorporated by reference herein.
Forward-Looking
Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of
the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by
the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,”
“assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions.
Such statements may include, but are not limited to, statements regarding the Extension Proposal, the Extension Meeting and the special
meeting of stockholders in connection with the Business Combination. These statements are based on current expectations on the date of
this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly.
The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Additional
Information and Where to Find It
On
June 16, 2023, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Extension
Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement
(including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at
www.sec.gov or contact proxy solicitor
Advantage
Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Participants
in the Solicitation
The
Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from stockholders in
connection with the Extension Meeting. Additional information regarding the identity of
these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive
Proxy Statement. You may obtain free copies of these documents using the sources indicated above.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
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 |
| |
Title: |
Co-Chief Executive Officer |
| |
|
|
| Date: July 12, 2023 |
|
|
4
Exhibit 99.1
TradeUP Acquisition Corp. Announces
Meeting Date for Stockholders to Approve the Business Combination
with Estrella Biopharma, Inc. and Liquidation of Investments Held
in the Trust Account into Cash
New York – July 12, 2023 –
TradeUP Acquisition Corp. (“TradeUP”) (NASDAQ: UPTD), a publicly traded special purpose acquisition company, announced that
it will hold a special meeting of stockholders of TradeUP on Monday, July 31, 2023 at 9:00 a.m. Eastern Time (the “Special Meeting”)
to vote on, among others, the proposed business combination (the “Merger”) with Estrella Biopharma, Inc. (“Estrella”),
a preclinical-stage biopharmaceutical company focusing on cancer therapeutics.
On September 30, 2022, the parties entered into
a definitive business combination agreement (the “Business Combination Agreement”). On July 11, 2023, the registration statement
on Form S-4 (File No. 333-267918) containing a proxy statement/prospectus relating to the Merger (the “Proxy Statement/Prospectus”)
filed by TradeUP with the U.S. Securities and Exchange Commission (the “SEC”) was declared effective by the SEC. The mailing
of the Proxy Statement/Prospectus to the stockholders of TradeUP as of June 13, 2023 (the “Record Date”) commenced on July
11, 2023.
In addition, TradeUP announced that, in order
to mitigate the risks of being deemed to have been operating as an unregistered investment company for purposes of the Investment Company
Act of 1940, as amended (the “Investment Company Act”), TradeUP has instructed Wilmington Trust, National Association, the
trustee with respect to the trust account of TradeUP (the “Trust Account”), to liquidate the U.S. government treasury obligations
and money market funds held in the Trust Account on July 14, 2023, which is the expiry of the 24-month
anniversary of the effective date of the TradeUP’s IPO prospectus, and to hold all funds in the Trust Account in cash until
the earlier of consummation of the Merger or liquidation of TradeUp.
Before the Special Meeting, TradeUP will hold
an interim meeting of stockholders on July 17, 2023 at 9:00 a.m. Eastern Time (the “Extension Meeting”) to vote on, among
other proposals, a proposal to extend the date before which TradeUP must complete a business combination from July 19, 2023 to July 14,
2024 (the “Extension Proposal”). The deadline for public stockholders to deliver redemption requests in connection with the
Extension Proposal is July 13, 2023 (two business days before the Extension Meeting). TradeUP estimates that the redemption price in connection
with the Extension Proposal, based on the value of the Trust Account as of the Record Date and factoring in the withdrawal of tax payables,
will be approximately $10.51 per share, subject to the actual value of the Trust Account at the time of the redemption. However, if the
Extension Proposal is approved by TradeUP’s stockholders, for each public share of TradeUP that is not redeemed by TradeUP’s
public stockholders in connection with the Extension, an additional $0.05 per share will be deposited into the Trust Account for each
month beyond July 19, 2023. Accordingly, assuming the Extension Proposal is approved, public stockholders of TradeUP who continue to hold
one or more public shares of TradeUP following the Extension Meeting and who submit a redemption request for such public shares by July
27, 2023 (two business days before the Special Meeting) will have the opportunity to redeem such public shares at a redemption price that
is expected to be approximately $0.05 higher per share than the expected per share redemption price of public shares redeemed in connection
with the Extension Proposal, subject to the actual value of the Trust Account at the time of the redemption.
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.
About Estrella
Estrella Biopharma, Inc. 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.
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
relating to the proposed transaction 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 Proxy Statement/Prospectus, 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 has filed with the SEC Proxy Statement/Prospectus, which was declared effective by the SEC on July 11, 2023, TradeUP has mailed
the Proxy Statement/Prospectus to its stockholders. 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
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. The Proxy Statement/Prospectus and other relevant
materials for the proposed business combination have been 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 the Proxy Statement/Prospectus.
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 Proxy Statement/Prospectus for the proposed transaction.
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TradeUP Acquisition (NASDAQ:UPTDU)
過去 株価チャート
から 4 2024 まで 5 2024
TradeUP Acquisition (NASDAQ:UPTDU)
過去 株価チャート
から 5 2023 まで 5 2024
