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October 23, 2023
Cheng Liu, Ph.D.
Chief Executive Officer, President and Director
Estrella Immunopharma, Inc.
5858 Horton Street, Suite 170
Emeryville, California, 95608
Re:Estrella Immunopharma, Inc.
Registration Statement on Form S-1
Filed October 11, 2023
File No. 333-274931
Dear Cheng Liu:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed October 11, 2023
Cover Page
1.Please disclose the likelihood that warrant holders will not exercise their warrants because
they are out of the money. Provide similar disclosure in the MD&A section and disclose
that cash proceeds associated with the exercise of the warrants are dependent on the stock
price.
2.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered will constitute a
considerable percentage of your public float. Highlight the significant negative impact
sales of shares on this registration statement could have on the public trading price of the
common stock.
3.Please revise your cover page to identify White Lion as an underwriter. Refer to Question
139.13 of the Securities Act Sections Compliance and Disclosure Interpretations.

 FirstName LastNameCheng Liu, Ph.D.
 Comapany NameEstrella Immunopharma, Inc.
 October 23, 2023 Page 2
 FirstName LastNameCheng Liu, Ph.D.
Estrella Immunopharma, Inc.
October 23, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
Estrella Operating, page 83
4.In light of the significant number of redemptions and the unlikelihood that the company
will receive significant proceeds from exercises of the warrants because of the disparity
between the exercise price of the warrants and the current trading price of your common
stock, expand your discussion of capital resources to address any changes in the
company’s liquidity position since the Business Combination. If the company is likely to
have to seek additional capital, discuss the effect of this offering on the company’s ability
to raise additional capital.
5.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares and discuss how such sales could impact
the market price of the company’s common stock.
General
6.Please revise to update your disclosures throughout the filing and address areas that
appear to need updating or that present inconsistencies. Non-exclusive examples of areas
where disclosure should be updated are as follows:
•Your risk factor on page 12 should be updated to reflect payments made to Eureka;
•You state on page 87 that it is “uncertain that whether the company would be able to
meet the merger closing condition requirement.” This statement should be updated as
it should be certain whether the company met the merger closing condition
requirement at this time;
•Your liquidity discussion on pages 86-87 should reflect that the Business
Combination has been consummated and disclose the net proceeds received from the
Business Combination.
7.Include an additional risk factor highlighting the negative pressure potential sales of
shares issued in the deSPAC transaction and registered pursuant to this registration
statement could have on the public trading price of the common stock. To illustrate this
risk, disclose the purchase price of the securities being registered for resale and the
percentage that these shares currently represent of the total number of shares outstanding.
Also disclose that even though the current trading price is significantly below the SPAC
IPO price, the private investors who acquired shares pursuant to the closing of the
Business Combination could have an incentive to sell before public investors because they
could still profit on sales because of the lower price that they purchased their shares than
the public investors.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate

 FirstName LastNameCheng Liu, Ph.D.
 Comapany NameEstrella Immunopharma, Inc.
 October 23, 2023 Page 3
 FirstName LastName
Cheng Liu, Ph.D.
Estrella Immunopharma, Inc.
October 23, 2023
Page 3
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at 202-551-4224 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Blankenship, Esq.