SecProbe.io

CORRESP
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TradeUP Acquisition
Corp.

December 16,
2022

VIA EMAIL

Division of Corporation
Finance

U.S. Securities and Exchange
Commission

100 F Street, NE

Washington, D.C. 20549-6010

 Re: TradeUP Acquisition Corp.

Registration
Statement on Form S-4

Filed on October
18, 2022

File No.:
333-267918

Ladies and Gentlemen:

This letter is in response
to the letter dated November 14, 2022, from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) addressed to TradeUP Acquisition Corp. (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. The amendment
to Registration Statement on Form S-4 (the “Registration Statement”) is being filed to accompany this letter.

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 each of the redemption levels detailed in your sensitivity analysis, including any
needed assumptions.

Response: In response to
the Staff comments, we added the disclosures under “Pro Forma Ownership of New Estrella Upon Closing” on page
4 of the Registration Statement to include the ownership percentage of UPTD’s stockholders upon the consummation of the
Business Combination, assuming exercise and conversation of all securities.

We further revised the disclosures under
“What equity stake will non-redeeming Public Stockholders…what is the expected pro forma equity value of New Estrella
at the Closing?” from page xi to xiii of the Registration Statement to 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, including revising the table to illustrate so accordingly.

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.

Response: In response to
the Staff’s comments, we revised our disclosure under “Do I have redemption rights?” from page xviii to
xix and on page 162 of the Registration Statement.

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 disclosure
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.

Response: We respectfully
advise the Staff that UPTD only has public warrants issued and outstanding, and there are no private warrants.

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 disclosure 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.

Response: In response to
the Staff’s comments, we revised the disclosures under “How do I exercise my redemption rights?” on page
xx and added disclosures under “Risk Factors – UPTD Warrants will become exercisable for New Estrella Common Stock
30 days after the completion of the Business Combination, which would increase the number of shares eligible for future resale
in the public market and result in dilution to UPTD stockholders. Such dilution will increase if more of the Public Shares are
redeemed” on page 91 of the Registration Statement.

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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.

Response: In response to
the Staff’s comments, we revised the disclosures to state that no separate consideration was provided to induce UPTD Initial
Stockholders (as defined in the Registration Statement) to waive their redemption rights on pages xxv, 10 and 122 of the Registration
Statement.

    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 outstanding under the working capital loans.”

Response: We
respectfully advise the Staff that the terms and features of the Notes that UPTD issued in July 2022 for working capital
purposes are the same as the promissory notes to be issued for potential working capital loans, and the Conversion Shares are
the same as the Working Capital Shares. Accordingly, we revised the disclosures on pages xxv, 11, 122, and 169 of the
Registration Statement accordingly.

 7. Please expand your disclosure here, in your summary risks and risk factors, and elsewhere as
appropriate as follows:

 Ÿ 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.

      3

 Ÿ 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.

 Ÿ 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.

 Ÿ 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.

Response: In response to
the Staff’s Comments, we added the disclosures of the per share price for each share type paid by the UPTD Initial Stockholders
for the shares of UPTD Common Stock held by them on pages xxiv, xxv, 10, 11, 121 and 122 of the Registration Statement.

Further, we added the disclosures to highlight
that the UPTD Initial Stockholders may be incentivized to complete the Business Combination, or an alternative initial business
combination with a less favorable company or on terms less favorable to stockholders, rather than to liquidate on pages xxv, 11
and 122 of the Registration Statement.

We also revised the disclosures under “The
UPTD Initial Stockholders and UPTD’s advisors may have interests in the Business Combination different from the interests
of UPTD’s stockholders” from pages 89 to 90 and on pages xxv, 11, 89 and 122 of the Registration Statement.

 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.

Response: In response to
the Staff’s comments, we added the disclosures of the portion of the aggregate Deferred Business Combination Fees payable
to US Tiger and the fact that such payment of the Deferred Business Combination Fee is contingent on completion of a business combination
on pages xxv, 11, 121 and 122 of the Registration Statement. Additionally, we filed the Business Combination Marketing Agreement
as Exhibit 10.13 of the Registration Statement accordingly.

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Summary of the Proxy Statement/Prospectus,
page 1

 9. We note that the audit report covering the consolidated financial statements of Estrella and
its predecessor includes an explanatory paragraph related to substantial doubt about Estrella’s ability to continue as a
going concern.

 Ÿ 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.

 Ÿ Revise the Summary of Risk Factors to highlight the auditors’ going concern opinion. Estrella,
page 2

Response: In response to
the Staff’s Comments, we added disclosure on page 2 regarding Estrella’s history of net losses and provided the accumulated
deficit as of September 30, 2022. We have also revised the Summary of Risk Factors to highlight the auditors’ going concern
opinion on page 23 of the Registration Statement.

 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.

Response: In response to
the Staff’s comments, we have updated the disclosure in the “Summary” of the Registration Statement and “Estrella
Management’s Discussion and Analysis of Financial Condition and Results of Operations” to provide the reasons for the
2022 separation.

Summary of Risk Factors

Risks Related to the Business Combination and Redemptions, page 14

 11. Revise the third bullet, and the similar risk factor disclosure 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.

      5

Response: In response to
the Staff’s comments, we revised the disclosures under “The UPTD Initial Stockholders own UPTD Common Stock that
will be worthless, may be unable to be repaid in full for the working capital loans provided to UPTD, and may incur reimbursable
expenses that may not be reimbursed or repaid if the Business Combination is not approved. Such interests may have influenced their
decision to approve and, in the case of the Board, recommend, the Business Combination with Estrella” on pages 14 and
85 and disclosures under “The UPTD Initial Stockholders and UPTD’s advisors may have interests in the Business Combination
different from the interests of UPTD’s stockholders” on pages 89 and 90 of the Registration Statement.

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.

 Ÿ 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.

 Ÿ 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 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.

 Ÿ 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,
cle