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CORRESP
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TradeUP
Acquisition Corp.

May
1, 2023

VIA EDGAR

Lauren
Hamill

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 2 to Registration Statement on Form
    S-4

    Filed February 3, 2023

    File No. 333-267918

Dear
Ms. Hamill:

This letter is in response to the letter dated February 17, 2023 (the “Comment
Letter”), from the staff of the Division of Corporate Finance (the “Staff”) of the U.S. Securities and Exchange Commission
addressed to TradeUP Acquisition Corp. (the “Company,” “we,” “us” and “our”) relating
to the Registration Statement on Form S-4 referred to above (the “Registration Statement”). For ease of reference, each comment
contained in the Comment Letter is printed below in bold and is followed by the Company’s Response. Amendment No. 3 to Registration
Statement on Form S-4 is being filed to accompany this letter.

Amendment
No. 2 to Registration Statement on Form S-4 filed February 3, 2023

Cover
Page

    1.
    Please revise
    your cover page and summary term sheet as follows:

    ●
    Disclose
    that 3,519,780 shares of UPTD Common Stock were redeemed by UPTD's shareholders in connection with the Extension approved at the
    December 22, 2022 Special Meeting, disclose these redemptions as a percentage of the total UPTD Public Shareholders, and state the
    number of remaining public shares issued and outstanding.

    ●
    Disclose
    the corresponding dollar amount released from the Trust Account in connection with the redemptions, and the dollar amount remaining
    in the Trust Account that is available for a Business Combination prior to payment of the deferred underwriting fee and other fees
    and expenses.

    ●
    Disclose
    the amount of the monthly extension payment(s) that have been and/or will be deposited into the Trust Account under the terms of
    the convertible Estrella Note.

Response: In
response to the Staff’s comments, we have revised the disclosure on the cover page, summary term sheet and on
pages 1, 97, 108, 111 and 160 of the Registration Statement accordingly.

What
equity stake will non-redeeming Public Stockholders . . . , page xii

    2.
    Please
    revise your table on page xii to disclose all possible sources and extent of dilution that shareholders who elect not to redeem their
    shares may experience in connection with the Business Combination, including the amount of the Estrella Extension Shares that may
    be issued upon consummation of the Business Combination under the terms of the convertible Estrella Note.

Response: We respectfully advise
the Staff that Estrella has advised us that it will not exercise its right to convert the Estrella Notes into Estrella Extension Shares
upon consummation of the Business Combination. As a result, the Estrella Notes will remain as intercompany notes between UPTD and Estrella
and UPTD’s stockholders will not experience dilution due to the Estrella Notes. We have revised the disclosure on pages vii, xxv,
1, 4 11, 84, 85, 90, 108, 111, 122 and 160 of the Registration Statement to reflect this information.

Interests
of the Founders and UPTDs Directors and Officers in the Business Combination, page 10

    3.
    We
    note your disclosure that in the event that the Business Combination is terminated pursuant to the Merger Agreement, UPTD may use
    a portion of the working capital held outside the Trust Account to repay funds amounting to the principal amount of the Estrella
    Note but no proceeds from the Trust Account would be used to repay such loaned amounts.  Please revise this section, and the
    corresponding section beginning on page 122, to reflect the issuance of the Estrella Note by UPTD in connection with the Extension.

Response:
In response to the Staff’s comments, we have revised the disclosure on pages xxv, 11, 85, 90 and 122 of the Registration Statement.

Risk
Factors, page 21

    4.
    Please
    provide an additional risk factor disclosing the total amounts that can be repaid from the Trust Account if the Business Combination
    is completed. Separately identify Working Capital Loans and Notes Extension Payments, etc. and discuss the impact such payments could
    have on the combined company's ability to develop its product candidates.

Response:
In response to the Staff’s comments, we have revised page 84 of the Registration Statement to add the risk factor “Upon
the completion of the Business Combination, New Estrella might have limited funds available in the Trust Account after payment of outstanding
loans, relevant fees and expenses in connection with the Business Combination, which will impact New Estrella’s ability to advance
development of products candidates”.

Proposal
1: The Business Combination , page 108

    5.
    Please
    describe the material provisions of the Merger Financing agreement and file it as an exhibit.

Response: We
respectfully advise the Staff that the term “Merger Financing” as used in the Registration Statement refers to the
closing condition in the Merger Agreement requiring transaction financing in the amount of at least $20,000,000, including at least
$15,000,000 of equity financing (excluding equity-linked securities such as convertible debt or debt plus warrants) and debt or
equity-linked financing of no more than $5,000,000. We further respectfully advise the Staff that UPTD and Estrella are in
discussions with certain third-party investors regarding potential financing to satisfy this closing condition, and any related
agreements entered into by Estrella and/or UPTD will be publicly disclosed by us either in a supplement or amendment to the
Registration Statement, as applicable. In connection with partially satisfying this closing condition, on April 20, 2023, White Lion
Capital, LLC, UPTD and Estrella entered into a series of agreements providing, among other provisions, that White Lion will purchase
500,000 shares of Estrella Series A Preferred Stock for $500,000 subject to the Business Combination being consummated on or prior
to July 19, 2023 or such later date as may be mutually agreed upon by Estrella and White Lion. We have added disclosure relating to
the sale of shares of Estrella Series A Preferred Stock to White Lion on pages 3, 111, 125, 214 and F-37 of the Registration
Statement.

    6.
    Please
    identify the Merger Financing Investors and disclose any affiliations with UPTD Initial Stockholders, Founders, officers or directors.
    We note your reference that the equity stake these investors will hold excludes equity-linked securities such as convertible debt
    or debt plus warrants. Please clarify the debt and/or debt and warrants held by these parties.

Response:
We respectfully refer the Staff to our response to Comment #5 above. Additionally, we advise the Staff that we have included disclosure
on pages 3 and 125 of the Registration Statement that White Lion Capital, LLC is not affiliated with any UPTD Initial Stockholders, which
as defined in the Registration Statement includes UPTD’s Founders, officers and directors. Further, we advise the Staff that any
affiliations between UPTD Initial Stockholders and any future Merger Financing Investors will be included in the supplement or amendment
to the Registration Statement, as applicable, that we would file relating to such future Merger Financing transactions as described in
our response to Comment # 5 above.

Financial
Position , page 161

7. Please
                                            revise page 161 to clarify the current funds available in the Trust Account available for
                                            a business combination prior to payment of deferred underwriting and other fees and expenses
                                            following the redemptions of approximately $36.1 million. Similarly, please revise your subsequent
                                            event footnote on page F-18 to disclose the current balance in the Trust Account.

Response: In
response to the Staff’s comments, we have revised the disclosure on pages 161 and F-18 of the Registration Statement
accordingly.

Estrella
Managements Discussion and Analysis of Financial Condition and Results of Operations Comparison of the Years Ended June 30, 2022 and
2021, page 213

    8.
    We
    note your response and revised disclosure to prior comment 10. In your revised disclosure, you have combined the financial information
    for predecessor and successor periods without a separate presentation and discussion of the historical results of Estrella's predecessor
    and successor as prepared under US GAAP. Please revise your MD&A to provide a presentation and discussion of the historical results
    of Estrella's predecessor and successor periods as determined under US GAAP.  Additionally, if you elect to continue to
    present combined financial information for predecessor and successor periods, revise your disclosure to clearly indicate that the
    information is supplemental and has not been prepared in accordance with US GAAP.

Response: We
respectfully advise the Staff that Estrella elects to continue to present combined financial information for predecessor and
successor periods. Accordingly, the disclosure in Estrella’s MD&A under the heading “Comparison of the Years Ended
June 30, 2022 and 2021” on page 215 of the Registration Statement has been revised to indicate that such information is
supplemental and has not been prepared in accordance with US GAAP.

General

    9.
    Please
    file the Estrella Note as an exhibit or tell us why you believe you are not required to do so.

Response: In
response to the Staff’s comments, we filed each of the four Estrella Notes as Exhibits 10.18, 10.19, 10.20 and 10.21 with
Amendment No. 3 to the Registration Statement accompanying this letter.

    10.
    We
    note that on January 19, 2023, you issued Note C in the amount of $50,000 to the Sponsor to evidence a deposit that the Sponsor provided
    to UPTD to pay certain operating expenses. Please file the unsecured promissory note as an exhibit, or tell us why you believe you
    are not required to do so.

Response:
In response to the Staff’s comments, we have filed Note C as Exhibit 10.17 with Amendment No. 3 to the Registration Statement
accompanying this letter.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Arila Zhou, Esq., of Robinson & Cole LLP, at (212) 451-2908.

Very
truly yours,

[Signature
Page Follows]

    By:
    /s/
    Weiguang Yang

    Weiguang Yang

    Co-Chief Executive Officer

    CC:
    Arila Zhou, Esq.

    Robinson & Cole LLP

    Michael J. Blankenship

    Winston & Strawn LLP

[signature
page to the SEC response letter]