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November 14, 2022
Dr. Jianwei Li
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Registration Statement on Form S-4
Filed October 18, 2022
File No. 333-267918
Dear Dr. Jianwei Li:
            We have reviewed your 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.
Registration Statement on Form S-4
Questions and Answers About the Proposals
What equity stake will non-redeeming Public Stockholders . . . hold in New Estrella . . ., page xi
1.Please revise your disclosure in this section, in the section captioned "Pro Forma
Ownership of New Estrella Upon Closing" on page 4, and elsewhere as appropriate to
clarify the Initial Stockholders' total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.  Disclose all possible
material sources and extent of dilution that UPTD stockholders who elect not to redeem
their shares may experience in connection with the business combination in the range of
redemption scenarios. Provide disclosure of the impact of each significant source of
dilution, including without limitation convertible securities such as the Conversion Shares
and Working Capital Shares, and the amount of UPTD's public and private warrants, at

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each of the redemption levels detailed in your sensitivity analysis, including any
needed assumptions.
Do I have redemption rights?, page xix
2.We note your disclosure that the underwriting fees remain constant and are not adjusted
based on redemptions.  In addition to providing the cross-reference to tables disclosing
underwriting fees as a percentage of IPO proceeds on pages 8-9, please revise your
narrative disclosure here, on page 161, and elsewhere as appropriate, to explain that as
redemptions increase, the per-share impact of the underwriting fees will increase for each
non-redeeming shareholder.
If I am a holder of the UPTD Warrants, whether, when and how will UPTD exercise its
redemption rights . . ., page xix
3.Please revise your disclosure here, as well as in your summary risk and risk factor
disclsoure on pages 14 and 91, respectively, to disclose any material differences between
the UPTD private and public warrants.  Please highlight any material risks to public
warrant holders, including those arising from any such differences.
How do I exercise my redemption rights? , page xx
4.In addition to quantifying the value of UPTD warrants, based on recent trading prices, that
may be retained by redeeming stockholders assuming maximum redemptions, identify any
material resulting risks.  By way of example, revise your disclsoure here and elsewhere as
appropriate to explain that the cost of those retained warrants is borne by the post-business
combination company and non-redeeming shareholders.
Questions and Answers About the Special Meeting
Do any of UPTD's directors or officers have interests in the Business Combination that may
differ . . ., page xxiv
5.We note your statement in this and other sections of the proxy statement/prospectus that
certain shareholders agreed to waive their redemption rights. Please describe any
consideration provided in exchange for this agreement or advise.
6.•Please revise your disclosure throughout to clarify any material differences between
UPTD's securities.  By way of example only, revise to clearly distinguish between the
terms and features of the Notes UPTD issued in July 2022 for working capital
purposes and the Conversion Shares such Notes may convert to, and potential future
working capital loans and the Working Capital Shares such loans may convert to.
•Revise this section, as well as similar sections on pages 11 and 122, to provide
sufficient context such that investors can better understand the following two
sentences, which otherwise appear inconsistent: "The terms of such loans by UPTD’s
officers and directors, if any, have not been determined and no written agreements
exist with respect to such loans. As of the date hereof, UPTD had $498,600

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outstanding under the working capital loans."

7.Please expand your disclosure here, in your summary risks and risk factors, and elsewhere
as appropriate as follows:
•Enhance your description of the nature and total amount of what the Initial
Stockholders, officers and directors have at risk that depends on completion of a
business combination.  In addition to quantifying the aggregate dollar amounts
contributed, state the price paid per share for each share type.  Also, please highlight
material differences in the terms and price of securities issued at the time of the IPO
as compared to securities whose purchase is contemplated at the time of the business
combination.  For example, with respect to UPTD independent directors' right to
purchase additional Founder Shares upon completion of the business combination,
state the purchase price to be paid.
•Include the current value of all securities held, loans extended, fees due, out-of-
pocket expenses and any other items for which the sponsor and its affiliates are
awaiting reimbursement.
•Highlight the risk that the Initial Stockholders will benefit from the completion of a
business combination and may be incentivized to complete an acquisition of a less
favorable company or on term less favorable to shareholders rather than liquidate.
•We note disclosure here and throughout the proxy statement/prospectus regarding
conflicts of interest stemming from current investments by the Initial Stockholders
that are at risk and will become worthless without the consummation of a business
combination. Please revise your disclosure here and in the similarly captioned risk
factor section beginning on page 89 to highlight that the Initial Stockholders and
public shareholders may experience different rates of return in the combined
company should the business combination occur. Discuss in both quantitative and
qualitative terms how economic incentives could result in substantial misalignment of
interests. For example, since your sponsor appears to have acquired a 20% stake for
approximately $0.02 per share and the merger consideration is based on a deemed
price per share of $10.00 a share, the insiders could make a substantial profit after the
initial business combination even if public investors experience substantial losses.
8.With respect to the fourth bullets on pages xxv and 11, in the table on page 9, on page
121, and elsewhere as appropriate, please revise to disclose the portion of the aggregate
Deferred Business Combination Fees payable to US Tiger, an affiliate of one of your
founders, and clarify that such payment is contingent on completion of the business
combination.  Additionally, please file the Business Combination Marketing Agreement
as an exhibit to this registration statement or tell us why you believe such exhibit is
not required to be filed.

Summary of the Proxy Statement/Prospectus, page 1
9.We note that the audit report covering the consolidated financial statements of Estrella and

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its predecessor includes an explanatory paragraph related to substantial doubt about
Estrella's ability to continue as a going concern.
•Please expand your disclosure regarding Estrella in the Summary to disclose
its history of net losses and provide the accumulated deficit as of the most recent
balance sheet date.
•Revise the Summary of Risk Factors to highlight the auditors' going concern opinion.
Estrella, page 2
10.Please expand your discussion here and elsewhere, as appropriate, of the history and
development of Estrella by briefly describing the reasons for the 2022 spin-off from its
parent, Eureka.  Additionally, we note that the proxy statement/prospectus refers to
Estrella's "Separation" from Eureka, whereas the financial statements refer to the "Spin-
off" on pages F-46 and F-51.  Please consider revising to use consistent terminology
throughout the registration statement for clarity.
Summary of Risk Factors
Risks Related to the Business Combination and Redemptions, page 14
11.Revise the third bullet, and the similar risk factor disclsoure on pages 85 and 89, to
disclose whether the Notes issued to the founder and its affiliates for working capital
purposes, which may not be repaid if the business combination does not occur, influenced
the decision to approve the Business Combination.  Also revise your risk factors to
disclose the outstanding Notes and any pecuniary interest in Conversion Shares.
Risk Factors
New Estrella's Proposed Bylaws designate the Court of Chancery of the State of Delaware . . .,
page 84
12.You state on page 84 that New Estrella's Proposed Bylaws designate the Court of
Chancery of the State of Delaware as the exclusive forum for certain state law litigation,
including any derivative action, and the U.S. federal district courts as the sole and
exclusive forum for certain securities law claims, including any complaint asserting a
cause of action arising under the Securities Act.
•We contrast this disclosure with the table comparing governance and stockholder's
rights, which states on page 228 that a choice of forum provision for New Estrella is
"not applicable."  We further note that the Form of Amended and Restated Bylaws of
[Surviving Company] attached as Exhibit D to Annex A (Merger Agreement dated
September 30, 2022) contains a choice of forum provision; however, the Form of
Amended and Restated Bylaws of Estrella Immunopharma, Inc. attached as Annex D
does not appear to contain a choice of forum provision. Please reconcile your
disclosures regarding the choice of forum in New Estrella's Proposed Bylaws
throughout, or advise.
•As appropriate, please revise your risk factor disclosure to state that there is
uncertainty as to whether a court would enforce New Estrella's choice of

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forum provision.  In this regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce
any duty or liability created by the Securities Act or the rules and regulations
thereunder.
•As appropriate, please ensure that an exclusive forum provision in the governing
documents designating the Court of Chancery of the State of Delaware as the
exclusive forum for certain litigation, including any derivative action, clearly states
that such provision will not apply to claims arising under the Securities Act or
Exchange Act, as referenced on page 84.
Some of the officers of UPTD are located outside the United States., page 95
13.Please revise this risk factor caption and the narrative disclosure to specify the location of
the four UPTD officers and directors who are located outside the United States, consistent
with your disclsoure on page 241.

UPTD may be subject to U.S. foreign investment regulations which may impose conditions . . .,
page 100
14.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. Please also tell us whether anyone or any
entity associated with or otherwise involved in the transaction, such as the target, is, is
controlled by, or has substantial ties with a non-U.S. person.  If so, explain in more detail
in your risk factor disclosure on page 100 how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Further, disclose that the time necessary for government review of the
transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of
liquidation to investors, such as the losses of the investment opportunity in a target
company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

Also, you state on page 100 that CFIUS jurisdiction is not limited only to entities that are
controlled by non-U.S. persons but extends to other rights such as information or
governance rights, and also depends on the nature of the business and technology. In
this regard, please explain the inclusion of the following sentence on page 100 or revise as
appropriate:  "Based on its export control classification, UPTD's battery technology is
considered a 'critical technology.'"

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Potential Purchases of Shares , page 107
15.We note your disclosure that the founders, directors, officer or advisors or their respective
affiliates may privately negotiate transactions to purchase UPTD common stock and that
any such privately negotiated purchases may be effected at purchase prices that are below
or in excess of the per-share pro rata portion of the Trust Account. Please explain how
such transactions would comply with the requirements of Rule 14e-5 under the Exchange
Act and the guidance provided by Tender Offer Rules and Schedules Compliance and
Disclosure Interpretation Question 166.01.
Target Search, page 109
16.With reference to the third full paragraph on page 109, which states that UPTD reviewed
in varying degrees approximately 22 potential business combination targets since July 19,
2021, please:
•Explain how you narrowed the potential business combination targets from 22 to the
six with which you signed non-disclsoure agreements, and how you further narrowed
the list of potential targets to the three you sent non-binding indications of interest or
letters of intent.
•Describe in more detail the analysis and evaluation that was conducted on the set or
sets of target companies UPTD considered since July 19, 2021.  Discuss how these
companies were identified and by whom, the varying levels of preliminary due
diligence performed, and how any negotiations were started and by whom, as
applicable.

17.With respect to your summary descriptions of UPTD management's review and analysis
process for the six potential targets UPTD signed non-disclsoure agreements with,
including Estrella, please revise to include a description of any letters of intent or
confidentiality agreements entered into, disclose the nature and extent of the negotiations
over the potential terms and conditions of a business combination, and when any company
w