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United States securities and exchange commission logo





                               December 29, 2022

       Dr. Jianwei Li
       Co-Chief Executive Officer
       TradeUP Acquisition Corp.
       437 Madison Avenue, 27th Floor
       New York, NY 10022

                                                        Re: TradeUP Acquisition
Corp.
                                                            Amendment No. 1 to
Registration Statement on Form S-4
                                                            Filed December 19,
2022
                                                            File No. 333-267918

       Dear Dr. Jianwei Li:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 14, 2022 letter.

       Amendment No. 1 to Registration Statement on Form S-4 filed December 19,
2022

       Risk Factors
       We may in the future conduct certain of our clinical trials for our
product candidates outside of
       the United States . . ., page 65

   1.                                                   We note your response
to prior comment 32, including your statement that Estrella
                                                        expects to use data
from ex-U.S. studies to support its IND applications. As such, please
                                                        revise this
future-focused risk factor caption and narrative disclsoure to be consistent
with
                                                        your disclsoure on page
194 of the Business section indicating that Eureka has already
                                                        conducted studies in
China, from which Estrella hopes to design clinical development
                                                        programs in the United
States.
 Dr. Jianwei Li
FirstName  LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
Comapany29,
December   NameTradeUP
               2022       Acquisition Corp.
December
Page  2   29, 2022 Page 2
FirstName LastName
Potential Purchases of Shares, page 107

2.       We note your revised disclosure in response to prior comment 15, which
we reissue. The
         disclosure on page 107 now indicates that the Founders, directors,
officers or advisors or
         their respective affiliates may privately negotiate the purchase of
UPTD common stock or
         warrants (1) at prices higher than the redemption price and (2) for
the purpose of voting
         such purchased shares in favor of the Business Combination or to
satisfy
         closing conditions pursuant to the Merger Agreement. To the extent you
will not rely on
         Tender Offer Compliance and Disclosure Interpretation 166.01 (March
22, 2022), please
         provide an analysis regarding how these transactions would comply with
Exchange Act
         Rule 14e-5. Alternatively, your registration statement for the
business combination
         transaction should be revised to address the following issues and
remove any conflicting
         language:
             Disclose that the SPAC sponsor or its affiliates will purchase the
SPAC securities at a
              price no higher than the price offered through the SPAC
redemption process;
             Disclose that any SPAC securities purchased by the SPAC sponsor or
its affiliates
              will not be voted in favor of approving the business combination
transaction; and
             Disclose that the SPAC sponsor and its affiliates do not possess
any redemption
              rights with respect to the SPAC securities or, if they possess
redemption rights, they
              waive such rights.
Timeline of the Business Combination, page 110

3.       We note your revisions in response to prior comment 18, and we have
the following
         additional comments.
             On page 110, please revise the references to "proven efficacy" and
"proven results,"
             as determinations of efficacy are solely within the authority of
the FDA or equivalent
             foreign regulator.
             We reissue the last bullet of prior comment 18. In this regard,
please further revise
             your discussion of the negotiations over material terms to
describe when and how the
             UPTD board arrived at a valuation for Estrella. Discuss how, if at
all, the analysis
             and valuation of Estrella evolved during the negotiations.
Assumptions Utilized for the Projected Financial Metrics Table, page 120

4.       We note your response to prior comment 21, which we reissue in part.
With respect
         to significant estimates and assumptions underlying Estrella   s
revenue projections in each
         year through 2031:
             Revise further to disclose the material assumptions and estimates
underlying the
              forecasts, including with respect to Estrella's revenue growth
rates, operating costs,
              product launch pricing, gross margins, etc. and the limitations
of the forecasts.
              Provide investors with sufficient information to evaluate the
forecasted financial
              information and its reasonableness.
             You disclose that the projections are based on the assumption that
Estrella's product
 Dr. Jianwei Li
FirstName  LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
Comapany29,
December   NameTradeUP
               2022       Acquisition Corp.
December
Page  3   29, 2022 Page 3
FirstName LastName
              candidates will "ultimately receive FDA approval." Revise your
disclsoure to clearly
              state the year(s) you assume FDA approval is received for each
product, and the
              extent to which the revenues presented reflect that FDA approval
was
              obtained. Explain how you arrived at the probability of
regulatory approval for all of
              Estrella's products and why you have applied the same regulatory
success rate for
              each of the pre-commercialization products.
                Include in your revisions a discussion of the factors that
management and the
              Board considered, if any, in determining whether the assumptions
              were reasonable, particularly in light of the length of the
forecasts and the fact that
              Estrella is a pre-clinical company with limited operations and no
approved
              products. Specifically, address the reliability of the
projections related to the later
              years presented.

Information About Estrella
Business
EB103 Clinical Studies, page 176

5.       We note your response to prior comment 25, which we reissue with
respect to the use of
         the following undefined terms in the discussion of your exploratory
clinical study results:
             Expansion and persistence
             Durable
             Tumor control
             Clearance of tumors
Artemis Cell Receptor Platform
Preclinical Data, page 178

6.       We note your response to prior comment 26, which we reissue in part.
             Throughout the Business section, please further revise your
discussion of pre-clinical
            studies to disclose the number of tests conducted in each
experiment, and the number
            of mice used in each test and/or arm thereof.
             We note the frequent use of phrases such as "significantly lower
levels," "a greater
            fraction," and "substantially less" in your discussion of study
results from your early
            pre-clinical testing. Where appropriate, please revise to quantify
the results
            observed and remove the qualifier "significantly" unless such use
is in reference to
            statistical significance.
7.       Please revise figure b on page 185 to indicate the significance of the
various colors in the
         bar chart.
Our Pipeline of Clinical Programs, page 194

8.       We note your response to prior comment 31. You now state that at
present, Estrella has
         not determined the specific solid tumor indications it will seek to
treat with its
 Dr. Jianwei Li
FirstName  LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
Comapany29,
December   NameTradeUP
               2022       Acquisition Corp.
December
Page  4   29, 2022 Page 4
FirstName LastName
         combination candidate. We also note the filing contains limited
discussion regarding the
         EB103 + CF33-CD19t program. As such, please explain why this program
is currently
         sufficiently material to Estrella's operations to warrant inclusion in
the pipeline table.
         Note that we do not object to your narrative discussion of the EB103 +
CF33-
         CD19t program in the Summary and Business sections.

Material Agreements
Services Agreement, page 209

9.       We note your revised disclosures in response to prior comment 35,
which we reissue with
         respect to the third bullet. Please revise further to clarify the term
of the Services
         Agreement. Additionally, you now state on page 209 that pursuant to
the Services
         Agreement dated June 28, 2022, Estrella agreed to pay Eureka
$10,000,000 in twelve
         equal monthly installments for services to be performed in connection
with the IND for
         EB103. Please explain why Estrella has paid Eureka only $1,166,667 of
the installments
         owed to date. Please also reconcile your disclosure here with
disclosure on page 191 that
         payments for manufacturing services are made upon achievement of
certain milestones
         relating to EB103. To the extent you have not done so, revise to
disclose your financial
         obligations under the Services Agreement, including potential
milestone payments.
Estrella Management's Discussion and Analysis of Financial Condition and
Results of
Operations, page 211

10.      We note your response and revised disclosure to prior comment 37. We
further note that
         you have removed your discussion of your results of operations and
liquidity and capital
         resources for the periods ended June 30, 2022 and 2021, respectively.
Please revise your
         filing to provide a discussion of your results of operations and
liquidity and capital
         resources for all periods covered by the financial statements. Refer
to Item 303(b) of
         Regulation S-K. As previously requested if you elected to combine the
results of the
         predecessor and successor for pre-and post-acquisition periods, please
ensure that your
         presentation complies with Article 11 of Regulation S-X. This comment
also applies to
         the MD&A of UPTD for the year ended December 31, 2021.
 Dr. Jianwei Li
TradeUP Acquisition Corp.
December 29, 2022
Page 5

       You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at
202-551-3494 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Lauren Sprague Hamill at 303-844-1008 or Christine Westbrook at
202-551-5019 with
any other questions.



                                                        Sincerely,
FirstName LastNameDr. Jianwei Li
                                                        Division of Corporation
Finance
Comapany NameTradeUP Acquisition Corp.
                                                        Office of Life Sciences
December 29, 2022 Page 5
cc:       Er Arila Zhou, Esq.
FirstName LastName
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