SEC Comment Letter 0000000000-23-012758 to Estrella Immunopharma, Inc. (ESLA, ESLAW) (CIK 0001844417) (ESLA)
Estrella Immunopharma, Inc. (ESLA, ESLAW) (CIK 0001844417)
Date: Nov. 21, 2023 · CIK: 0001844417 · Accession: 0000000000-23-012758
AI Filing Summary & Sentiment
File numbers found in text: 333-274931
Letter
United States securities and exchange commission logo November 21, 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. Amendment No. 1 to Registration Statement on Form S-1 Filed November 13, 2023 File No. 333-274931 Dear Cheng Liu: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our 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. Amendment No. 1 to Registration Statement on Form S-1 General 1.We note your revised disclosure on the Cover Page stating you are registering 312,200 Founder Shares "that were originally issued to initial shareholders . . . at a purchase price equivalent to approximately $0.022 per Founding Share." Revise to highlight any differences in the current trading price, the price that the initial shareholders acquired their shares and the price that the public securityholders acquired their shares. Disclose that while the initial shareholders may experience a positive rate of return based on the current trading price, the public securityholders may not experience a similar rate of return on the securities they purchased due to differences in the purchase prices and the current trading price. Please also disclose the potential profit the selling securityholders will earn based on the current trading price.
FirstName LastNameCheng Liu, Ph.D. Comapany NameEstrella Immunopharma, Inc. November 21, 2023 Page 2 FirstName LastName Cheng Liu, Ph.D. Estrella Immunopharma, Inc. November 21, 2023 Page 2 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.
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United States securities and exchange commission logo
November 21, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 13, 2023
File No. 333-274931
Dear Cheng Liu:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our 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.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your revised disclosure on the Cover Page stating you are registering 312,200
Founder Shares "that were originally issued to initial shareholders . . . at a purchase price
equivalent to approximately $0.022 per Founding Share." Revise to highlight any
differences in the current trading price, the price that the initial shareholders acquired their
shares and the price that the public securityholders acquired their shares. Disclose that
while the initial shareholders may experience a positive rate of return based on the current
trading price, the public securityholders may not experience a similar rate of return on the
securities they purchased due to differences in the purchase prices and the current trading
price. Please also disclose the potential profit the selling securityholders will earn based
on the current trading price.
FirstName LastNameCheng Liu, Ph.D.
Comapany NameEstrella Immunopharma, Inc.
November 21, 2023 Page 2
FirstName LastName
Cheng Liu, Ph.D.
Estrella Immunopharma, Inc.
November 21, 2023
Page 2
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.