SecProbe.io

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 filename1.htm

 January 22, 2026

 VIA EDGAR TRANSMISSION

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-6010

 Attention: Jessica Dickerson

 Re:
 Estrella Immunopharma, Inc.

 Registration Statement on Form S-1, as amended

 Filed December 22, 2025 (File No. 333-292331)

 Dear Ms. Dickerson,

 In accordance with Rule 461
of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration
of the effective date of the above-referenced Registration Statement, so that it will become effective on January 23, 2026, at 4:00 p.m.,
Eastern Time, or as soon as thereafter as practicable, or at such later time as Estrella Immunopharma, Inc. (the " Company ")
or its counsel may request via telephone call to the Staff. Please contact Michael Blankenship of Winston & Strawn LLP, counsel to
the Company, at (713) 651-2678 to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.

 Sincerely yours,

 Estrella Immunopharma, Inc.

 By:
 /s/ Cheng Liu

 Name:
 Cheng Liu

 Title:
 Chief Executive Officer

 cc: Michael Blankenship

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 December 29, 2025

Cheng Liu
Chief Executive Officer
Estrella Immunopharma, Inc.
5858 Horton Street, Suite 370
Emeryville, CA 94608

 Re: Estrella Immunopharma, Inc.
 Registration Statement on Form S-1
 Filed December 22, 2025
 File No. 333-292331
Dear Cheng Liu:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jessica Dickerson at 202-551-8013 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: Michael J. Blankenship, Esq.
</TEXT>
</DOCUMENT>

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December 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Estrella Immunopharma, Inc.

    Registration Statement on Form S-3

    File No. 333-283770

    Request for Acceleration of Effectiveness

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, Estrella Immunopharma, Inc., a Delaware corporation (the “Company”), hereby requests
that the effective date of the above referenced Registration Statement on Form S-3 (the “Registration Statement”),
be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Thursday, December 19, 2024, or as soon as practicable
thereafter.

Please notify Michael Blankenship of Winston &
Strawn LLP, counsel to the Company, at (713) 651-2678 or at MBlankenship@winston.com, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

    Very truly yours,

    Estrella Immunopharma, Inc.

    By:
    /s/ Cheng Liu

    Name:
    Cheng Liu

    Title:
    Chief Executive Officer

cc:	Michael Blankenship, Esq.

December 17, 2024
Cheng Liu
Chief Executive Officer
Estrella Immunopharma, Inc.
5858 Horton Street, Suite 370
Emeryville, CA 94608
Re:Estrella Immunopharma, Inc.
Registration Statement on Form S-3
Filed December 12, 2024
File No. 333-283770
Dear Cheng Liu:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alan Campbell at 202-551-4224 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Michael Blankenship

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Estrella Immunopharma, Inc.

5858 Horton Street, Suite 370

Emeryville, CA, 94608

December 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

    Re:

    Estrella Immunopharma, Inc.

    Registration Statement on Form S-1

    File No. 333-274931

    Request for Acceleration

Ladies and Gentleman:

Pursuant to Rule 461 under the Securities Act of
1933, as amended, Estrella Immunopharma, Inc. hereby requests acceleration of the effective date of its Registration Statement on Form
S-1 (File No. 333-274931), so that it may become effective at 4:00 p.m. Eastern Time on December 28, 2023, or as soon thereafter as practicable.

    Very Truly Yours,

    Estrella Immunopharma, Inc.

    By:
    /s/ Cheng Liu

    Name:
    Cheng Liu

    Title:
    Chief Executive Officer

    cc:

    Peter Xu, Chief Financial Officer, Estrella Immunopharma,
    Inc.

    Michael J. Blankenship, Winston & Strawn LLP

CORRESP
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December 15, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Daniel Crawford and Alan Campbell

    Re:

    Estrella Immunopharma, Inc.

    Amendment No. 1 to Registration Statement on
    Form S-1

    Filed November 13, 2023

    File No. 333-274931

Dear Mr. Crawford and Mr. Campbell:

Estrella Immunopharma, Inc.
(the “Company”) hereby submits this letter in response to the comment of the staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission set forth in its letter, dated November 21 2023,
relating to Amendment No. 1 to the Company’s Registration Statement on Form S-1 filed via EDGAR on November 13, 2023 (“Amendment
No. 1”). The Company is concurrently filing Amendment No. 2 to the Company’s Registration Statement (the “Amendment
No. 2”) to address the Staff’s comment and to update certain information in the Company’s Registration Statement.

For your convenience, we have
set forth below the comment in the Staff’s letter in bold and followed the comment with the Company’s response.

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

Response: The Company acknowledges the
Staff’s comment and advises the Staff that it has revised Amendment No. 2 to reflect that the number of Founder Shares and Private
Shares being registered is 1,107,500 and 312,200, respectively, rather than 312,200 and 1,107,500 as inadvertently stated in Amendment
No. 1, and to reflect that 240,000 of the Founder Shares were acquired for $0.001 per share and 867,500 of the Founder Shares were acquired
for $0.022 per share. Based off these updated figures, we revised the Cover Page and pages 8-9 of Amendment No. 2 to highlight the differences
in the current trading price, the prices paid by the holders of the Founder Shares to acquire their shares and the price that the public
securityholders acquired their shares. The Company has also disclosed that while the holders of the Founder Shares 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 their purchase prices and the current trading price. Furthermore, we have disclosed the potential
profit the selling securityholders who hold Founder Shares would earn based on the current trading price on both a per share and aggregate
basis. We have also made conforming changes throughout Amendment No. 2 as applicable.

If you have any questions
regarding the Company’s Registration Statement, please do not hesitate to contact the Company’s counsel, Michael Blankenship
of Winston & Strawn LLP, at 713-651-2678.

    Sincerely,

    /s/ Cheng Liu

    Name:
    Cheng Liu

    Title:
    Chief Executive Officer

    cc:

    Peter Xu, Chief Financial Officer, Estrella Immunopharma,
    Inc.

    Michael J. Blankenship, Winston & Strawn LLP

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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November 13, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, DC 20549

Attention: Daniel Crawford and Alan Campbell

Re: Estrella Immunopharma, Inc.

Registration Statement on Form S-1

Filed October 11, 2023

File No. 333-274931

Dear Mr. Crawford and Mr. Campbell:

Estrella Immunopharma, Inc.
(the “Company”) hereby submits this letter in response to the comments of the staff (the “Staff”)
of the Division of Corporation Finance of the U.S. Securities and Exchange Commission set forth in its letter, dated October 23 2023,
relating to the Company’s Registration Statement on Form S-1 (the “Registration Statement”) filed via EDGAR on
October 11, 2023. The Company is concurrently filing Amendment No. 1 to the Registration Statement (the “Amendment No. 1”)
to address the Staff’s comments and to update certain information in the Registration Statement.

For your convenience, we have
set forth below the comments in the Staff’s letter in bold and followed each comment with the Company’s response.

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.

Response: The Company acknowledges the
Staff’s comment and has revised the cover page and pages 87-88 of the MD&A section of Amendment No. 1 to disclose the likelihood
that warrant holders will not exercise their warrants because they are out of the money and 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.

Response: The Company acknowledges the
Staff’s comment and has revised the cover page of Amendment No. 1 to highlight the significant negative impact sales of shares being
registered on this registration statement could have on the public trading price of the Company’s 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.

Response: The Company acknowledges the
Staff’s comment and has revised the cover page of Amendment No. 1 to identify White Lion as an underwriter.

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.

Response: The Company acknowledges the
Staff’s comment and has revised pages 86-88 of Amendment No. 1 to address changes in the Company’s liquidity position since
the Business Combination and 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.

Response: The Company acknowledges the
Staff’s comment and has revised the discussion on page 87 of Amendment No. 1 to reflect the fact that this offering involves the
potential sale of a substantial portion of shares and to 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.

Response: The Company acknowledges the
Staff’s comment and has revised its disclosures throughout to address the areas that needed updating or that presented inconsistencies,
including on pages 12 and 86-88 of Amendment No. 1.

 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.

Response: The Company acknowledges the
Staff’s comment and has included an additional risk factor on pages 8-9 of Amendment No. 1 addressing the Staff’s comment.

    2

If you have any questions
regarding the Registration Statement, please do not hesitate to contact the Company’s counsel, Michael Blankenship of Winston &
Strawn LLP, at 713-651-2678.

    Sincerely,

    /s/ Cheng Liu

    Name:
    Cheng Liu

    Title:
    Chief Executive Officer

 cc: Peter Xu, Chief Financial Officer, Estrella Immunopharma,
Inc.Michael J. Blankenship, Winston & Strawn LLP

3

United States securities and exchange commission logo
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.

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TRADEUP ACQUISITION
CORP.

July 6, 2023

VIA EDGAR

Division of Corporation
Finance

Office of Life Sciences

U.S. Securities and
Exchange Commission

100 F Street, NE

Washington, D.C., 20549

Re:  TradeUP
                                            Acquisition Corp.

    Registration
                                            Statement on Form S-4, as amended (File No. 333-267918)

                                            Request for Acceleration of Effectiveness

Ladies and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, TradeUP Acquisition
Corp. hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-4, as amended (the “Registration
Statement”), be accelerated to, and that the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on July 11,
2023, or as soon thereafter as practicable.

The
registrant hereby authorizes Arila Zhou of Robinson & Cole LLP to orally modify or withdraw this request for acceleration.

Please
contact Arila Zhou of Robinson & Cole LLP at (212) 451-2908 or azhou@rc.com with any questions you may have concerning this request,
and please notify her when this request for acceleration has been granted.

    Very Truly Yours,

    TradeUP Acquisition Corp.

    By:
    /s/ Weiguang Yang

    Weiguang Yang

    Co-Chief Executive Officer

 cc: Arila Zhou, Esq.

                                            Robinson & Cole LLP

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TRADEUP ACQUISITION CORP.

June 30, 2023

Ms. Lauren Sprague Hamill

Division of Corporation Finance

Office of Life Sciences

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

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

    Filed June 16, 2023

    File No. 333-267918

Dear Ms. Hamill:

This letter is in response
to the letter dated June 26, 2023, 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 letter and numbered them accordingly.
Amendment No. 5 to the Company’s Registration Statement on Form S-4 (the “Registration Statement”) is being filed to
accompany this letter.

Amendment No. 4 to Registration Statement
on Form S-4 filed June 16, 2023

Unaudited Pro Forma Condensed Combined Financial Information

Note 3 - Adjustments to Unaudited Pro
Forma Condensed Combined Financial Information Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet,
page 140

 1. Refer to adjustment (A). Given that your unaudited pro forma balance sheet as of March 31, 2023 gives
pro forma effect to the Transactions as if they had been consummated on March 31, 2023, it is unclear why you recorded an adjustment to
reflect interest income earned from April 1, 2023 to May 31, 2023. Please advise us or revise your filing accordingly.

Response:
In response to the Staff’s comments, we have revised the unaudited pro forma condensed combined balance sheet as of March 31, 2023
on pages 136 and 141 of the Registration Statement by removing adjustments to reflect 1) interest income earned, 2) income tax payment
made, and 3) non-interest bearing loans from Estrella and deposited into the Trust Account in order to extend the available time to complete
the Business Combination, subsequent to March 31, 2023.

 2. We note that adjustment (D) includes the issuance of 9,250,000 shares of Series A preferred stock to
Lianhe World Limited for $9,250,000. Additionally, we note from your disclosures on page 3 that the term sheet with Lianhe World is non-binding
and there is the potential that Estrella and Lianhe World will be unable to agree to final terms or enter into definitive documentation
in a timely manner or at all. Further, by including this funding in your Estrella Transaction Accounting Adjustments column, the entire
$9,250,000 is fully assumed in both Scenario 1 and 2. Please address the following:

 • Explain how you concluded this adjustment meets the criteria set forth in Article 11 of Regulation
S-X to be included in your pro forma financial statements given the uncertainty of its completion. As part of your response, provide an
update on the current status of the funding as well as your analysis of Article 11.

 • Given the apparently uncertainty of this funding, if you are able to support its presentation based
on the guidance of Article 11 of Regulation S-X, tell us how you considered the need to present additional scenarios where this uncertain
funding is not received since that appears to be a possible outcome.

 • Revise your pro forma narrative here, as well as the narratives of the other pro forma presentations
throughout your document, and the related footnotes to the pro forma presentations to more clearly describe the consequences if additional
redemption requests are received beyond those presented in Scenario 2 here.

 • Further, revise your pro forma narrative and footnotes to more clearly explain the consequences of
receiving less than the full amount of $9,250,000 in financing from Lianhe World Limited.

Response: In response to the Staff’s
comments, we respectfully advise the Staff that Estrella believes the non-binding commitment from Lianhe World for purchase of 9,250,000
shares of Estrella Series A Preferred Stock for $9,250,000 will be consummated on the terms set forth in the non-binding term sheet disclosed
in the Registration Statement. In accordance with Article 11-1(a) (8) of Regulation S-X, the Company should include in its pro forma financial
statements consummation of other transactions that has occurred or is probable for which disclosure of pro forma financial information
would be material to investors. As a result, we have included such adjustment in our unaudited pro forma condensed combined balance sheet
as of March 31, 2023 and we concluded that the need to present additional scenarios where this uncertain funding is not received is not
required since that appears to be a non-probable outcome. However, we have revised the pro forma narrative, as well as the narratives
of the other pro forma presentations throughout the Registration Statement, and the related footnotes to the pro forma presentations to
more clearly describe the consequences if additional redemption requests are received beyond those presented in Scenario 2 and the consequences
of receiving less than the full amount of $9,250,000 in financing from Lianhe World Limited contemplated by the non-binding term sheet
on the cover page and on pages viii, xi, xiii, 3, 4, 23, 84, 86, 97, 125, 134, 139, 140,141 and 228.

Estrella Management's Discussion and Analysis of Financial
Condition and Results of Operations

Recent Developments

The Business Combination and Public Company Costs, page 214

 3. You state that the cash components of the transaction will be funded by UPTD’s cash in the Trust
Account of approximately $17.5 million. Please revise to address the following:

 • Reconcile your disclosure here to UPTD's March 31, 2023 balance sheet on page F-2, which discloses
"Investments held in Trust Account" balance of $9.7 million.

 • Revise to quantify the cash components of the transaction yet to be paid.

 • Similarly, you disclose on page 219 that "After the completion of the Business Combination, we
would expect to have approximately $11.9 million to $17.1 million, depending on funding redemptions, in cash and cash equivalents. We
intend to devote most of the net proceeds from the Business Combination to the preclinical and clinical development of our product candidates,
our public company compliance costs, and certain of the milestone payments under the License Agreement. Based on our current business
plans, we believe that the anticipated net proceeds from the Business Combination will enable us to fund our operating expenses and capital
requirements through at least the next 12 months." Revise your disclosures in the Liquidity and Capital Resources section beginning
on page 218 to balance such disclosures with a discussion of the uncertainties regarding the Merger Financing and the impact that higher
redemption levels will have on the prospects of the merger being completed and having sufficient funding for Estrella's projects.

      2

Response:
In response to the Staff’s comments on reconciling our disclosure to UPTD's March 31, 2023 balance sheet on page F-2, which discloses
"Investments held in Trust Account" balance of $9.7 million and quantifying the cash components of the transaction yet to be
paid, we revised the disclosure on page 214 to indicate the cash balance in the Trust account would be approximately $4.6 million, net
of transaction cost payments of approximately $4.5 million and working capital loans repayments of approximately $0.6 million.

In
response to the Staff’s comments on discussion of the uncertainties regarding the Merger Financing and the impact that higher redemption
levels will have on the prospects of the merger being completed and having sufficient funding for Estrella's projects, we have
revised our disclosure on page 219 to include a discussion of the uncertainties regarding Merger Financing and the impact that higher
redemption levels will have on the prospects of the merger being completed and having sufficient funding for Estrella's projects

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]

      3

    By:
    /s/ Weiguang Yang

    Weiguang Yang

    Co-Chief Executive Officer

Arila Zhou, Esq.

Robinson & Cole LLP

Michael J. Blankenship

Winston & Strawn LLP

[signature page to the SEC response letter]

United States securities and exchange commission logo
June 26, 2023
Dr. Jianwei Li
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-4
Filed June 16, 2023
File No. 333-267918
Dear Dr. Jianwei Li:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 17, 2023 letter.
Amendment No. 4 to Registration Statement on Form S-4 filed June 16, 2023
Unaudited Pro Forma Condensed Combined Financial Information
Note 3 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 140
1.Refer to adjustment (A).  Given that your unaudited pro forma balance sheet as of March
31, 2023 gives pro forma effect to the Transactions as if they had been consummated on
March 31, 2023, it is unclear why you recorded an adjustment to reflect interest income
earned from April 1, 2023 to May 31, 2023.  Please advise us or revise your filing
accordingly.

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 June 26, 2023 Page 2
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
June 26, 2023
Page 2
2.We note that adjustment (D) includes the issuance of 9,250,000 shares of Series A
preferred stock to Lianhe World Limited for $9,250,000.  Additionally we note from your
disclosures on page 3 that the term sheet with Lianhe World is non-binding and there is
the potential that Estrella and Lianhe World will be unable to agree to final terms or enter
into definitive documentation in a timely manner or at all.  Further, by including this
funding in your Estrella Transaction Accounting Adjustments column, the entire
$9,250,000 is fully assumed in both Scenario 1 and 2. Please address the following:
•Explain how you concluded this adjustment meets the criteria set forth in Article 11
of Regulation S-X to be included in your pro forma financial statements given the
uncertainty of its completion. As part of your response, provide an update on the
current status of the funding as well as your analysis of Article 11.
•Given the apparently uncertainty of this funding, if you are able to support its
presentation based on the guidance of Article 11 of Regulation S-X, tell us how you
considered the need to present additional scenarios where this uncertain funding is
not received since that appears to be a possible outcome.
•Revise your pro forma narrative here, as well as the narratives of the other pro forma
presentations throughout your document, and the related footnotes to the pro forma
presentations to more clearly describe the consequences if additional redemption
requests are received beyond those presented in Scenario 2 here.
•Further, revise your pro forma narrative and footnotes to more clearly explain the
consequences of receiving less than the full amount of $9,250,000 in financing from
Lianhe World Limited.
Estrella Management's Discussion and Analysis of Financial Condition and Results of
Operations
Recent Developments
The Business Combination and Public Company Costs, page 214
3.You state that the cash components of the transaction will be funded by UPTD’s cash in
the Trust Account of approximately $17.5 million.  Please revise to address the following:
•Reconcile your disclosure here to UPTD's March 31, 2023 balance sheet on page F-2,
which discloses "Investments held in Trust Account" balance of $9.7 million.
•Revise to quantify the cash components of the transaction yet to be paid.
•Similarly, you disclose on page 219 that "After the completion of the Business
Combination, we would expect to have approximately $11.9 million to $17.1 million,
depending on funding redemptions, in cash and cash equivalents. We intend to devote
most of the net proceeds from the Business Combination to the preclinical and
clinical development of our product candidates, our public company compliance
costs, and certain of the milestone payments under the License Agreement. Based on
our current business plans, we believe that the anticipated net proceeds from the
Business Combination will enable us to fund our operating expenses and capital
requirements through at least the next 12 months." Revise your disclosures in the
Liquidity and Capital Resources section beginning on page 218 to balance such

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 June 26, 2023 Page 3
 FirstName LastName
Dr. Jianwei Li
TradeUP Acquisition Corp.
June 26, 2023
Page 3
disclosures with a discussion of the uncertainties regarding the Merger Financing and
the impact that higher redemption levels will have on the prospects of the merger
being completed and having sufficient funding for Estrella's projects.
            You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Sprague Hamill at 303-844-1008 or Suzanne Hayes at 202-551-3675 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou, Esq.

United States securities and exchange commission logo
June 16, 2023
Weiguang Yang
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed May 25, 2023, as amended
File No. 001-40608
Dear Weiguang Yang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou

CORRESP
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TRADEUP ACQUISITION CORP.

June 15, 2023

VIA EDGAR

Mr. Jason Drory

Division of Corporation Finance

Office of Life Science

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C., 20549

 Re: TradeUP Acquisition Corp.

Amendment No. 3 to Registration Statement on Form S-4

Filed May 2, 2023

File No. 33-267918

Dear Mr. Drory:

This letter is in response to the letter dated
May 17, 2023, from the staff (the "Staff") of the Securities and Exchange Commission (the "Commission") addressed
to TradeUP Acquisition Corp. (the "Company," "we," and "our") relating to the Registration Statement on
Form S-4 referred. 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.

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

Cover Page

1       We
note your new prospectus summary disclosure on page 1 where you state that your "Founders, the Sponsor and TradeUp Inc., are controlled
by persons located in China, and a majority of [y]our officers and directors are located in China." Please disclose this prominently
on the cover page. In addition, please revise, as applicable, to provide more specific and prominent disclosures about the legal and operational
risks associated with China-based companies. For additional guidance, please see the Division of Corporation Finance’s Sample Letter
to China-Based Companies issued by the Staff in December 2021 (China-Based Company Dear Issuer Letter).

Response: In response to the Staff’s
comments, we added the required disclosures on the cover page of the Registration Statement. In addition, we added relevant disclosures
about relevant PRC laws and regulations and related potential risk factors on page 1, 2 and 101 of the Registration Statement. We further
respectfully advise the Staff to refer to our response to Comment #8 accordingly.

2.       We
note your disclosure regarding receiving Notices A and B from Nasdaq regarding your listing qualifications on page 97. Please update your
cover page disclosure and summary risk factor disclosure to discuss your current deficiency and non-compliance with Nasdaq Listing Rules.
In addition, given that the Nasdaq listing condition appears to be waivable, please revise the cover page to prominently disclose that
shareholders will not have certainty at the time they vote regarding whether the New Estrella Common Stock will be listed on a national
securities exchange following the business combination or otherwise advise.

Response: In response to the Staff’s
comments, we added the disclosures on the cover page and page 2, 14, 97 of the Registration Statement. We further added the required disclosed
on the cover page of the Registration Statement accordingly.

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

3.       We
note your narrative disclosure describes Scenario A as a situation where "there are no redemptions of [y]our Public Shares."
We also note your definition of "Public Shares" on page v states "“Public Shares” means the shares of UPTD
Common Stock issued in the Initial Public Offering." Consistent with your cover page disclosure please revise your narrative and
tabular disclosure here to clarify 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.

Response: In response to the Staff’s
comments, we revised the disclosures on page xi, xiii, 9, 106, 134, 140 and 224 of the Registration Statement.

4.       We
note that in connection with the equity line agreement White Lion Capital, LLC (“White Lion”) will receive 250,000 shares
of Series A Preferred Stock of Estrella as a commitment fee and entered into a Joinder to Series A Preferred Stock Purchase Agreement
pursuant to which White Lion agreed to purchase 500,000 shares of the Company’s Series A Preferred Stock for $500,000 in cash immediately
prior to the closing of the Business Combination. Please update your disclosure to reflect the 750,000 shares of Series A Preferred Stock
to be issued to White Lion or otherwise advise. In addition, please revise your disclosure to clarify how the Series A Preferred Stock
to be issued to White Lion immediately prior to the closing of the Business Combination will be treated in connection with the Business
Combination. Your disclosure should highlight the material differences in the terms and price of securities issued at the IPO as compared
to the private placement contemplated by the Joinder to Series A Preferred Stock Purchase Agreement.

Response: In response to the Staff’s
comment, we have updated our disclosure on pages xii, 3 and 125 of the Registration Statement to reflect the 750,000 shares of Series
A Preferred Stock to be issued to White Lion in connection with the equity line agreement and the Joinder to Series A Preferred Stock
Purchase Agreement. We have also clarified how the Series A Preferred Stock to be issued to White Lion immediately prior to the closing
of the Business Combination will be treated in connection with the Business Combination in such disclosure. We have also highlighted the
material differences in the terms and price of securities issued at the IPO as compared to the private placement contemplated by the Joinder
to Series A Preferred Stock Purchase Agreement in such disclosure .

5.       We
note your revised disclosure here includes an estimate of 5,154,639 shares that may be issued pursuant to your equity line agreement with
White Lion based off of an assumed $9.70 per share purchase price. Consistent with your risk factor disclosure at the top of page 82,
please revise your disclosure to state the number of shares issued to White Lion pursuant to the equity line agreement may be more dilutive
to shareholders than your table depicts, specifically, if the price of your common stock decreases upon the completion of your business
combination.

Response: In response to the Staff’s
comments, we have revised our disclosure on page xiii and the dilution related risk factor on page 86 to state that the number of shares
issued to White Lion pursuant to the Common Stock Purchase Agreement may be more dilutive to shareholders than our table depicts if the
price of our common stock decreases upon the completion of our business combination.

Summary of the Proxy Statement/Prospectus

Equity Line Agreements, page 3

6.       We
note your disclosure that pursuant to the equity line agreement "New Estrella will have the right, but not the obligation to require
White Lion to purchase, from time to time, up to $50,000,000 in aggregate gross purchase price of newly issued Equity Line Shares, subject
to certain limitations and conditions set forth in the Common Stock Purchase Agreement." Please describe in greater detail the material
limitations and conditions set forth in the Common Stock Purchase Agreement filed as Exhibit 10.1. For example only, describe the conditions
precedent to commencement set out in Sections 7.2(vi) and (x), which appear to require that your shares shall have been approved for listing
on a Principal Market with no suspension of trading or notice of delisting. In addition, please include a risk factor disclosing that
you may be unable to sell shares to White Lion pursuant to the equity line agreement if your shares are not approved for listing or delisted
following the business combination.

Response: In response to the Staff’s
comments, we have revised our disclosure on pages 3 and 125 to describe in greater detail the material limitations and conditions set
forth in the Common Stock Purchase Agreement filed as Exhibit 10.1 to the Registration Statement, including, among others, that our shares
must be listed on a Principal Market and must not be suspended from trading or delisted. We have also added a risk factor on page 82 disclosing
that we may be unable to sell shares to White Lion pursuant to the Common Stock Purchase Agreement if our shares are not approved for
listing or are delisted following the Business Combination.

Risk Factors

Risks Related to New Estrella and New Estrella
Common Stock Following the Business Combination

Upon the completion of the Business Combination,
New Estrella might have limited funds available in the Trust Account after payment..., page 84

7.       We
note your response to prior comment 4 and reissue in part. Please revise your disclosure to quantify the "Deferred Business Combination
Fees" and the "other fees and expenses" as of recent date. In addition, please quantify the amount remaining in UPTD's
Trust Account given the significant number of redemptions to date.

Response: In response to the Staff’s
comments, we added the disclosures under “[u]pon 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” on page 84 of the Registration
Statement.

Permission Required from the PRC Authorities
for the Business Combination and Relevant PRC Regulations, page 167

8.       We
note your disclosure that you believe you "are not required to obtain any licenses or approvals, under applicable PRC laws and regulations,
for [y]our listing on Nasdaq and seeking a target for the initial Business Combination." Please disclose whether you relied on the
advice of counsel in making this determination, and, if so, please identify counsel and file counsel’s consent as an exhibit to
your registration statement. If you did not consult counsel in making this determination, please tell us how you reached this determination,
and explain why you did not obtain the advice of counsel.

Response: We respectfully advise
the Staff that we do not believe that either UPTD or Estrella is, or New Estrella will be, a China based issuer under New Administrative
Rules Regarding Overseas Listings issued by the Chinese Securities Regulatory Commission (the “CSRC”). Accordingly, we disclosed
our analysis under section entitled “Information about UPTD” starting on page 1 of the Registration Statement. Further,
we also added disclosures to state that applicable laws, regulations, or interpretations of PRC may change, and the relevant PRC government
agencies could reach a different conclusion and disclosed relevant risk factors under “Risk Factors — Changes in the policies,
regulations, rules, and the enforcement of laws of the PRC government may be quick with little advance notice and could have a significant
impact upon our ability to complete our initial Business Combination.” on page 101 of the Registration Statement, and “—
Even though UPTD is not a China-based issuer, the Founders and a majority of UPTD officers and directors have significant ties to China.
The Chinese government may exercise significant oversight and discretion over the conduct of UPTD’s business and may intervene in
or influence its operations at any time, which could result in a material change in its operations and/or the value of UPTD’s securities.
UPTD currently is not required to obtain approval from Chinese authorities to list on U.S. exchanges, however, if the relevant PRC government
agencies reach a different conclusion, and that UPTD was required to obtain approval and were denied permission from Chinese authorities
to list on U.S. exchanges, UPTD will not be able to continue listing on a U.S. exchange, which would materially affect the interest of
UPTD’s investors.” on page 101 of the Registration Statement.

Information About Estrella

Business, page 176

9.       We
note your disclosure on page 28 that your IND for EB103 "became effective on March 2, 2023." However, your disclosure throughout
your "Information About Estrella" section does not appear to disclose your IND for EB103 became effective. Please update your
disclosure throughout this section to correct this apparent inconsistency or otherwise advise.

Response: In response to the Staff’s
comments, we have updated our disclosure throughout the “Information About Estrella” section and elsewhere in the Registration
Statement to disclose that Estrella’s IND for EB103 was cleared by the FDA on March 2, 2023.

Material Agreements

Service Agreement, page 211

10.       We
note your disclosure here that pursuant to the Services Agreement between Eureka and Estrella, Estrella agreed to pay Eureka $10,000,000
in 12 equal monthly installments and that the balance will become due and payable as of the date of the clearance for your IND for EB103.
We further note your disclosure on page 28 that your IND for EB103 "became effective on March 2, 2023." Please update your disclosure
here to clarify the amount Estrella has paid to Eureka as of a recent date and the amount that will be owed to Eureka upon the consummation
of the proposed Business Combination. In addition, please update your Risk Factor disclosure and Liquidity and Capital Resources section
to discuss the effect of such future payments on your financial condition, if material, given the significant number of redemptions to
date.

Response: In response to the Staff’s
comments, we respectfully advise the Staff that, effective as of March 1, 2023, Eureka and Estrella entered into Amendment No. 2 to the
Services Agreement to delete the provision in the Services Agreement requiring accrued but unpaid monthly payments of the $10,000,000
fee to become due and payable as of the date of the clearance of the IND for EB103. Accordingly, as amended, the unpaid monthly installments
will become due and payable to Eureka under the Services Agreement following the earlier of the closing or termination of the business
combination. Amendment No. 2 to the Services Agreement has been filed as Exhibit 10.27 to the Registration Statement filed herewith and
we have revised our disclosure on pages 199 and 228 and to describe the terms of such amendment.

In addition, we have revised the disclosure on page
211 to clarify that Estrella has paid $1,666,667 to Eureka as of the date hereof and will owe Eureka $8,333,333 upon consummation of the
proposed Business Combination. We have also added a Risk Factor disclosure on page 24 and Liquidity and Capital Resources section on page
219 to discuss the effect of such future payments on the financial condition.

Estrella Management's Discussion and Analysis
of Financial Condition and Results of

Operations

Comparison of the Years Ended June 30, 2022
and 2021, page 215

11.       In
your response to prior comment 8, you indicate that Estrella elects to continue to present a discussion of the combined financial information
for predecessor and successor periods. However, such a discussion of the combined financial information is only appropriate when presented
as a supplement to the separate discussion of the GAAP successor period and the discussion of the GAAP predecessor period. It does not
appear as through your revised disclosures include a separate presentation and discussion of the historical results of Estrella's predecessor
and successor as prepared under US GAAP. As previously requested, please revise to provide, with equal or greater prominence, a presentation
and discussion of your results of operation as determined by US GAAP for the predecessor period (i.e. July 1, 2021 through March 29, 2022)
separate from your presentation and discussion of your results of operation for the successor period (i.e. March 30, 2022, inception,
through June 30, 2022).

Response: In response to the Staff’s
comment, we have revised “Estrella’s Management’s Discussion and Analysis of Financial Condition and Results of Operations”
section to provide a separate presen

United States securities and exchange commission logo
May 17, 2023
Dr. Jianwei Li
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed February 3, 2023
File No. 333-267918
Dear Dr. Jianwei Li:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2023 letter.
Amendment No. 3 to Registration Statement on Form S-4 filed May 2, 2023
Cover Page
1.We note your new prospectus summary disclosure on page 1 where you state that your
"Founders, the Sponsor and Tradeup INC., are controlled by persons located in China, and
a majority of [y]our officers and directors are located in China." Please disclose this
prominently on the cover page. In addition, please revise, as applicable, to provide more
specific and prominent disclosures about the legal and operational risks associated with
China-based companies. For additional guidance, please see the Division of Corporation
Finance’s Sample Letter to China-Based Companies issued by the Staff in December 2021
(China-Based Company Dear Issuer Letter).
2.We note your disclosure regarding receiving Notices A and B from Nasdaq regarding your

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 May 17, 2023 Page 2
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
May 17, 2023
Page 2
listing qualifications on page 97. Please update your cover page disclosure and summary
risk factor disclosure to discuss your current deficiency and non-compliance with Nasdaq
Listing Rules. In addition, given that the Nasdaq listing condition appears to be waivable,
please revise the cover page to prominently disclose that shareholders will not have
certainty at the time they vote regarding whether the New Estrella Common Stock will be
listed on a national securities exchange following the business combination or otherwise
advise.
What equity stake will non-redeeming Public Stockholders . . ., page xi
3.We note your narrative disclosure describes Scenario A as a situation where "there are no
redemptions of [y]our Public Shares." We also note your definition of "Public Shares" on
page v states "“Public Shares” means the shares of UPTD Common Stock issued in the
Initial Public Offering." Consistent with your cover page disclosure please revise your
narrative and tabular disclosure here to clarify 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.
4.We note that in connection with the equity line agreement White Lion Capital, LLC
(“White Lion”) will receive 250,000 shares of Series A Preferred Stock of Estrella as a
commitment fee and entered into a Joinder to Series A Preferred Stock Purchase
Agreement pursuant to which White Lion agreed to purchase 500,000 shares of the
Company’s Series A Preferred Stock for $500,000 in cash immediately prior to the
closing of the Business Combination. Please update your disclosure to reflect the 750,000
shares of Series A Preferred Stock to be issued to White Lion or otherwise advise. In
addition, please revise your disclosure to clarify how the Series A Preferred Stock to be
issued to White Lion immediately prior to the closing of the Business Combination will be
treated in connection with the Business Combination. Your disclosure should highlight the
material differences in the terms and price of securities issued at the IPO as compared to
the private placement contemplated by the Joinder to Series A Preferred Stock Purchase
Agreement.
5.We note your revised disclosure here includes an estimate of 5,154,639 shares that may be
issued pursuant to your equity line agreement with White Lion based off of an assumed
$9.70 per share purchase price. Consistent with your risk factor disclosure at the top of
page 82, please revise your disclosure to state the number of shares issued to White Lion
pursuant to the equity line agreement may be more dilutive to shareholders than your table
depicts, specifically, if the price of your common stock decreases upon the completion of
your business combination.
Summary of the Proxy Statement/Prospectus
Equity Line Agreements, page 3
6.We note your disclosure that pursuant to the equity line agreement "New Estrella will
have the right, but not the obligation to require White Lion to purchase, from time to time,

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 May 17, 2023 Page 3
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
May 17, 2023
Page 3
up to $50,000,000 in aggregate gross purchase price of newly issued Equity Line Shares,
subject to certain limitations and conditions set forth in the Common Stock Purchase
Agreement." Please describe in greater detail the material limitations and conditions set
forth in the Common Stock Purchase Agreement filed as Exhibit 10.1. For example only,
describe the conditions precedent to commencement set out in Sections 7.2(vi) and (x),
which appear to require that your shares shall have been approved for listing on a
Principal Market with no suspension of trading or notice of delisting. In addition, please
include a risk factor disclosing that you may be unable to sell shares to White Lion
pursuant to the equity line agreement if your shares are not approved for listing or delisted
following the business combination.
Risk Factors
Risks Related to New Estrella and New Estrella Common Stock Following the Business
Combination
Upon the completion of the Business Combination, New Estrella might have limited funds
available in the Trust Account after payment..., page 84
7.We note your response to prior comment 4 and reissue in part. Please revise your
disclosure to quantify the "Deferred Business Combination Fees" and the "other fees and
expenses" as of recent date. In addition, please quantify the amount remaining in UPTD's
Trust Account given the significant number of redemptions to date.
Permission Required from the PRC Authorities for the Business Combination and Relevant PRC
Regulations, page 167
8.We note your disclosure that you believe you "are not required to obtain any licenses or
approvals, under applicable PRC laws and regulations, for [y]our listing on Nasdaq and
seeking a target for the initial Business Combination." Please disclose whether you relied
on the advice of counsel in making this determination, and, if so, please identify counsel
and file counsel’s consent as an exhibit to your registration statement. If you did not
consult counsel in making this determination, please tell us how you reached this
determination, and explain why you did not obtain the advice of counsel.
Information About Estrella
Business, page 176
9.We note your disclosure on page 28 that your IND for EB103 "became effective on March
2, 2023." However, your disclosure throughout your "Information About Estrella" section
does not appear to disclose your IND for EB103 became effective. Please update your
disclosure throughout this section to correct this apparent inconsistency or otherwise
advise.
Material Agreements
Service Agreement, page 211

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 May 17, 2023 Page 4
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
May 17, 2023
Page 4
10.We note your disclosure here that pursuant to the Services Agreement between Eureka
and Estrella, Estrella agreed to pay Eureka $10,000,000 in 12 equal monthly installments
and that the balance will become due and payable as of the date of the clearance for your
IND for EB103. We further note your disclosure on page 28 that your IND for EB103
"became effective on March 2, 2023." Please update your disclosure here to clarify the
amount Estrella has paid to Eureka as of a recent date and the amount that will be owed to
Eureka upon the consummation of the proposed Business Combination. In addition, please
update your Risk Factor disclosure and Liquidity and Capital Resources section to discuss
the effect of such future payments on your financial condition, if material, given the
significant number of redemptions to date.
Estrella Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of the Years Ended June 30, 2022 and 2021, page 215
11.In your response to prior comment 8, you indicate that Estrella elects to continue to
present a discussion of the combined financial information for predecessor and successor
periods. However, such a discussion of the combined financial information is only
appropriate when presented as a supplement to the separate discussion of the GAAP
successor period and the discussion of the GAAP predecessor period. It does not appear as
through your revised disclosures include a separate presentation and discussion of the
historical results of Estrella's predecessor and successor as prepared under US GAAP.  As
previously requested, please revise to provide, with equal or greater prominence, a
presentation and discussion of your results of operation as determined by US GAAP  for
the predecessor period (i.e. July 1, 2021 through March 29, 2022) separate from your
presentation and discussion of your results of operation for the successor
period (i.e. March 30, 2022,inception, through June 30, 2022).
General
12.Based on your response to prior comment 5 and revisions to page 97, it appears while
you are in discussions with certain third-party investors regarding potential financings to
satisfy this closing condition, you have only partially satisfied the closing condition with a
$500,000 purchase agreement with White Lion. Further, you disclose on page 97 that
completion of the $20 million Merger Financing can be waived by Estrella.  Please
address the following:
•Revise your disclosure throughout your registration statement when you describe the
$20 million in "Merger Financing" to clarify the extent to which the financing has
been committed to by all parties involved, highlighting the extent to which such
financing has not yet been obtained.
•Clearly disclose throughout your registration statement the parameters of Estrella’s
ability to waive the Merger Financing as well as their most current intentions to
implement such a waiver.
•Revise to add a question and answer to discuss the Merger Financing closing

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 May 17, 2023 Page 5
 FirstName LastName
Dr. Jianwei Li
TradeUP Acquisition Corp.
May 17, 2023
Page 5
condition, and clearly disclose whether this condition may be waived by a party.
•Tell us how you determined that the current status of the Merger Financing meets the
criteria set forth in Article 11 of Regulation S-X for the entire amount of the
adjustment in your pro forma financial statements.
•Confirm that you will update all such disclosures in future amendments to your
registration statement for any changes in the status of the financing and intention of
involved parties to waive the financing.
            You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jason Drory at 202-551-3675 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou, Esq.

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]

United States securities and exchange commission logo
February 17, 2023
Dr. Jianwei Li
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-4
Filed February 3, 2023
File No. 333-267918
Dear Dr. Jianwei Li:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our December 29, 2022 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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 February 17, 2023 Page 2
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
February 17, 2023
Page 2
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.

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.
Interests of the Founders and UPTDs Directors and Officers in the Business Combination, page
10
3.We note your disclsoure 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.
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.

Proposal 1: The Business Combination , page 108
5.Please describe the material provisions of the Merger Financing agreement and file it as
an exhibit.
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.
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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 February 17, 2023 Page 3
 FirstName LastName
Dr. Jianwei Li
TradeUP Acquisition Corp.
February 17, 2023
Page 3
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.
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.
General
9.Please file the Estrella Note as an exhibit or tell us why you believe you are not required
to do so.
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.
            You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Hamill at 303-844-1008 or Suzanne Hayes at 202-551-3675 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou, Esq.

United States securities and exchange commission logo
December 29, 2022
Dr. Jianwei Li
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-4
Filed December 19, 2022
File No. 333-267918
Dear Dr. Jianwei Li:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2022 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed December 19, 2022
Risk Factors
We may in the future conduct certain of our clinical trials for our product candidates outside of
the United States . . ., page 65
1.We note your response to prior comment 32, including your statement that Estrella
expects to use data from ex-U.S. studies to support its IND applications.  As such, please
revise this future-focused risk factor caption and narrative disclsoure to be consistent with
your disclsoure on page 194 of the Business section indicating that Eureka has already
conducted studies in China, from which Estrella hopes to design clinical development
programs in the United States.

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 December 29, 2022 Page 2
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
December 29, 2022
Page 2
Potential Purchases of Shares, page 107
2.We note your revised disclosure in response to prior comment 15, which we reissue.  The
disclosure on page 107 now indicates that the Founders, directors, officers or advisors or
their respective affiliates may privately negotiate the purchase of UPTD common stock or
warrants (1) at prices higher than the redemption price and (2) for the purpose of voting
such purchased shares in favor of the Business Combination or to satisfy
closing conditions pursuant to the Merger Agreement.  To the extent you will not rely on
Tender Offer Compliance and Disclosure Interpretation 166.01 (March 22, 2022), please
provide an analysis regarding how these transactions would comply with Exchange Act
Rule 14e-5. Alternatively, your registration statement for the business combination
transaction should be revised to address the following issues and remove any conflicting
language:
•Disclose that the SPAC sponsor or its affiliates will purchase the SPAC securities at a
price no higher than the price offered through the SPAC redemption process;
•Disclose that any SPAC securities purchased by the SPAC sponsor or its affiliates
will not be voted in favor of approving the business combination transaction; and
•Disclose that the SPAC sponsor and its affiliates do not possess any redemption
rights with respect to the SPAC securities or, if they possess redemption rights, they
waive such rights.
Timeline of the Business Combination, page 110
3.We note your revisions in response to prior comment 18, and we have the following
additional comments.
•On page 110, please revise the references to "proven efficacy" and "proven results,"
as determinations of efficacy are solely within the authority of the FDA or equivalent
foreign regulator.
•We reissue the last bullet of prior comment 18.  In this regard, please further revise
your discussion of the negotiations over material terms to describe when and how the
UPTD board arrived at a valuation for Estrella.  Discuss how, if at all, the analysis
and valuation of Estrella evolved during the negotiations.
Assumptions Utilized for the Projected Financial Metrics Table, page 120
4.We note your response to prior comment 21, which we reissue in part.  With respect
to significant estimates and assumptions underlying Estrella’s revenue projections in each
year through 2031:
•Revise further to disclose the material assumptions and estimates underlying the
forecasts, including with respect to Estrella's revenue growth rates, operating costs,
product launch pricing, gross margins, etc. and the limitations of the forecasts.
Provide investors with sufficient information to evaluate the forecasted financial
information and its reasonableness.
•You disclose that the projections are based on the assumption that Estrella's product

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 December 29, 2022 Page 3
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
December 29, 2022
Page 3
candidates will "ultimately receive FDA approval." Revise your disclsoure to clearly
state the year(s) you assume FDA approval is received for each product, and the
extent to which the revenues presented reflect that FDA approval was
obtained.  Explain how you arrived at the probability of regulatory approval for all of
Estrella's products and why you have applied the same regulatory success rate for
each of the pre-commercialization products.
•Include in your revisions a discussion of the factors that management and the
Board considered, if any, in determining whether the assumptions
were reasonable, particularly in light of the length of the forecasts and the fact that
Estrella is a pre-clinical company with limited operations and no approved
products. Specifically, address the reliability of the projections related to the later
years presented.

Information About Estrella
Business
EB103 Clinical Studies, page 176
5.We note your response to prior comment 25, which we reissue with respect to the use of
the following undefined terms in the discussion of your exploratory clinical study results:
•Expansion and persistence
•Durable
•Tumor control
•Clearance of tumors
Artemis Cell Receptor Platform
Preclinical Data, page 178
6.We note your response to prior comment 26, which we reissue in part.
•Throughout the Business section, please further revise your discussion of pre-clinical
studies to disclose the number of tests conducted in each experiment, and the number
of mice used in each test and/or arm thereof.
•We note the frequent use of phrases such as "significantly lower levels," "a greater
fraction," and "substantially less" in your discussion of study results from your early
pre-clinical testing.  Where appropriate, please revise to quantify the results
observed and remove the qualifier "significantly" unless such use is in reference to
statistical significance.
7.Please revise figure b on page 185 to indicate the significance of the various colors in the
bar chart.
Our Pipeline of Clinical Programs, page 194
8.We note your response to prior comment 31.  You now state that at present, Estrella has
not determined the specific solid tumor indications it will seek to treat with its

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 Comapany NameTradeUP Acquisition Corp.
 December 29, 2022 Page 4
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
December 29, 2022
Page 4
combination candidate.  We also note the filing contains limited discussion regarding the
EB103 + CF33-CD19t program. As such, please explain why this program is currently
sufficiently material to Estrella's operations to warrant inclusion in the pipeline table.
Note that we do not object to your narrative discussion of the EB103 + CF33-
CD19t program in the Summary and Business sections.

Material Agreements
Services Agreement, page 209
9.We note your revised disclosures in response to prior comment 35, which we reissue with
respect to the third bullet.  Please revise further to clarify the term of the Services
Agreement.  Additionally, you now state on page 209 that pursuant to the Services
Agreement dated June 28, 2022, Estrella agreed to pay Eureka $10,000,000 in twelve
equal monthly installments for services to be performed in connection with the IND for
EB103.  Please explain why Estrella has paid Eureka only $1,166,667 of the installments
owed to date. Please also reconcile your disclosure here with disclosure on page 191 that
payments for manufacturing services are made upon achievement of certain milestones
relating to EB103. To the extent you have not done so, revise to disclose your financial
obligations under the Services Agreement, including potential milestone payments.
Estrella Management's Discussion and Analysis of Financial Condition and Results of
Operations, page 211
10.We note your response and revised disclosure to prior comment 37.  We further note that
you have removed your discussion of your results of operations and liquidity and capital
resources for the periods ended June 30, 2022 and 2021, respectively.  Please revise your
filing to provide a discussion of your results of operations and liquidity and capital
resources for all periods covered by the financial statements.  Refer to Item 303(b) of
Regulation S-K.  As previously requested if you elected to combine the results of the
predecessor and successor for pre-and post-acquisition periods, please ensure that your
presentation complies with Article 11 of Regulation S-X.  This comment also applies to
the MD&A of UPTD for the year ended December 31, 2021.

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 December 29, 2022 Page 5
 FirstName LastName
Dr. Jianwei Li
TradeUP Acquisition Corp.
December 29, 2022
Page 5
            You may contact Eric Atallah at 202-551-3663 or Kevin Vaughn at 202-551-3494 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Lauren Sprague Hamill at 303-844-1008 or Christine Westbrook at 202-551-5019 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou, Esq.

CORRESP
1
filename1.htm

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.

      2

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.

      4

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

United States securities and exchange commission logo
December 7, 2022
Weiguang Yang
Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed November 25, 2022, as amended
File No. 001-40608
Dear Weiguang Yang:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Er Arila Zhou

United States securities and exchange commission logo
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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 November 14, 2022 Page 2
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
November 14, 2022
Page 2
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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 November 14, 2022 Page 3
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
November 14, 2022
Page 3
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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 November 14, 2022 Page 4
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
November 14, 2022
Page 4
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

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 November 14, 2022 Page 5
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
November 14, 2022
Page 5
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.'"

 FirstName LastNameDr. Jianwei Li
 Comapany NameTradeUP Acquisition Corp.
 November 14, 2022 Page 6
 FirstName LastNameDr. Jianwei Li
TradeUP Acquisition Corp.
November 14, 2022
Page 6
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

CORRESP
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filename1.htm

July 13, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

  Re:
  TradeUP Acquisition Corp.

  Registration Statement on Form S-1, as amended (File
  No. 333-253322)

  Request for Acceleration of Effectiveness

Dear Ms. Barberena-Meissner:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, TradeUP Acquisition Corp. hereby requests that
the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration
Statement becomes effective at 4:30 p.m., Eastern Time, on July 14, 2021, or as soon thereafter as practicable.

    Very truly yours,

    By:

                                                                                /s/ Weiguang Yang

    Weiguang Yang

Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman
Fischer & Li LLC

CORRESP
1
filename1.htm

July 13, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Irene Barberena-Meissner

Re: TradeUP Acquisition Corp.

  Registration Statement on Form S-1

  Filed February 19, 2021, as amended (File No.
                                            333-253322)

  Request for Acceleration of Effectiveness

Dear Ms. Barberena-Meissner:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the
other underwriters, hereby joins in the request of TradeUP Acquisition Corp. that the effective date of the above-referenced registration
statement, as amended, be accelerated so as to permit it to become effective at 4:30 p.m. Eastern Time on Wednesday, July 14, 2021, or
as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  US Tiger Securities, Inc.

  By:
  /s/ Lei Huang

  Name:
   Lei Huang

  Title:
   CEO

CORRESP
1
filename1.htm

July 9, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 8 to Registration Statement on Form S-1

    Filed July 1, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
July 8, 2021, 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. An amended Registration Statement on Form S-1 (the
 “Registration Statement”) is being filed to accompany this letter.

Amendment No. 8 to Registration Statement
on Form S-1

Financial Statements, page F-1

1. Please revise to update the financial statements
as required by Rule 8-08 of Regulation S-X. Accordingly, revise the relevant discussions and disclosures as appropriate.

Response:
The Company acknowledges the Staff’s comment and has updated the financial statements as well as relevant discussions on pages 33,
34, 69, 70, 71, 72, 73, 74, 76, 77, and F-16 to F-27.

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 Hunter Taubman Fischer &
Li LLC, at (212) 530-2232.

Very truly yours,

(Signature page follows)

    By:
    /s/ Jianwei Li

    Jianwei Li

Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
July 8, 2021
Jianwei Li
Chairman and Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 8 to Registration Statement on Form S-1
Filed July 1, 2021
File No. 333-253322
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 8 to Registration Statement on Form S-1
Financial Statements, page F-1
1.Please revise to update the financial statements as required by Rule 8-08 of Regulation S-
X.  Accordingly, revise the relevant discussions and disclosures as appropriate.
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
other questions.

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 July 8, 2021 Page 2
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
July 8, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arila Zhou, Esq.

CORRESP
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June 24, 2021

VIA EDGAR

United States
Securities and Exchange Commission

Division
of Corporation Finance

100 F Street,
N.E.

Washington,
DC 20549

Attention:
Irene Barberena-Meissner

    Re:

    TradeUP Acquisition Corp.

    Registration Statement on Form S-1

    Filed February 19, 2021, as amended (File No. 333-253322)

    Withdrawal of Acceleration Request

Dear Ms. Barberena-Meissner:

We, as representatives of the several underwriters of the proposed public offering of the securities of TradeUP Acquisition Corp., hereby
respectfully withdraw our request for acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1 set
forth in our letter, dated June 24, 2021.

    Very truly yours,

    By:
    US Tiger Securities, Inc.

    By:
    /s/ Lei Huang

    Name: Lei Huang

    Title: CEO

CORRESP
1
filename1.htm

VIA EDGAR

June 24, 2021

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp. (CIK No. 0001844417)

    Withdrawal of Request for Acceleration

    Registration Statement Form S-1, as amended (File No. 333-253322)

Dear Ms. Barberena-Meissner:

TradeUP Acquisition Corp. (the “Company”)
hereby respectfully requests withdrawal of its acceleration request letter filed as correspondence via EDGAR on June 22, 2021, which requested
that the above-referenced Registration Statements become effective on June 24, 2021 at 4:30 p.m., Eastern Time, or as soon as practicable
thereafter. The Company is no longer requesting that such Registration Statements be declared effective at this specific date and time
and the Company hereby formally withdraws such request for acceleration.

If you have any questions regarding the foregoing, please contact our
counsel at Hunter Taubman Fischer & Li LLC, Arila Zhou at 646-457-1136.

  Very truly yours,

  By:
  /s/ Weiguang Yang

  Weiguang Yang

  Co-Chief Executive Officer

CORRESP
1
filename1.htm

June 22, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Irene Barberena-Meissner

 Re: TradeUP Acquisition Corp.

    Registration Statement on Form S-1

    Filed February 19, 2021, as amended (File No.
                                            333-253322)

    Request for Acceleration of Effectiveness

Dear Ms. Barberena-Meissner:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the
other underwriters, hereby joins in the request of TradeUP Acquisition Corp. that the effective date of the above-referenced registration
statement, as amended, be accelerated so as to permit it to become effective at 4:30 p.m. Eastern Time on Thursday, June 24, 2021, or
as soon thereafter as practicable.

Pursuant to Rule 460 under
the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

  Very truly yours,

  US Tiger Securities, Inc.

  By:
  /s/ Lei Huang

  Name:
   Lei Huang

  Title:
  CEO

CORRESP
1
filename1.htm

June 22, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: TradeUP Acquisition Corp.

    Registration Statement on Form S-1, as
                                            amended (File No. 333-253322)

    Request for Acceleration of Effectiveness

Dear Ms. Barberena-Meissner:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, TradeUP Acquisition Corp. hereby requests that
the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that the Registration
Statement becomes effective at 4:30 p.m., Eastern Time, on June 24, 2021, or as soon thereafter as practicable.

  Very truly yours,

  By:
  /s/ Jianwei Li

  Jianwei Li

  Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

CORRESP
1
filename1.htm

June 11, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 6 to Registration Statement on Form S-1

    Filed May 28, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
June 2, 2021, 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. An amended Registration Statement on Form S-1 (the “Registration
Statement”) is being filed to accompany this letter.

Amendment No. 6 to Registration Statement on
Form S-1

Prospectus Cover Page, page 1

1. We note your response to prior comment 3
and re-issue in part. Please revise your disclosure to identify the "anchor investors," described as qualified institutional
buyers or institutional accredited investors, who may purchase up to 69.3% of the units in this offering.

Response: The Company acknowledges the
Staff’s comment and kindly advises the Staff that we will not have “anchor investors” in this offering. We have removed
all the disclosures regarding “anchor investors” in the Registration Statement.

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 Hunter Taubman Fischer
 & Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jianwei Li

    Jianwei
Li

    Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
June 2, 2021
Jianwei Li
Chairman and Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 6 to Registration Statement on Form S-1
Filed May 28, 2021
File No. 333-253322
Dear Mr. Li:
            We have reviewed your amended 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.  Unless we note
otherwise, our references to prior comments are to comments in our May 27, 2021 letter.
Amendment No. 6 to Registration Statement on Form S-1
Prospectus Cover Page, page 1
1.We note your response to prior comment 3 and re-issue in part. Please revise your
disclosure to identify the "anchor investors," described as qualified institutional buyers or
institutional accredited investors, who may purchase up to 69.3% of the units in this
offering.

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 June 2, 2021 Page 2
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
June 2, 2021
Page 2
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
other questions.

Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arila Zhou, Esq.

CORRESP
1
filename1.htm

May 28, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 5 to Registration Statement on Form S-1

    Filed May 25, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
May 27, 2021, 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. An amended Registration Statement on Form S-1 (the “Registration
Statement”) is being filed to accompany this letter.

Amendment No. 5 to Registration Statement on
Form S-1

Risk Factors

The anchor investors may purchase a majority
interest in our company and could potentially influence corporate actions, page 38

1. We note the new disclosure that the anchor
investors have collectively expressed intent to purchase units in this offering at a level of which would aggregate to 59.4% of the units
if all such indications of interest become confirmed. Please also disclose the vote percentage required if the anchor investors vote their
shares in favor of an initial business transaction if you solicit proxies for a business combination. We note your disclosure throughout
stating that you would need 1,392,501, or 34.81%, of the 4,000,000 public shares sold in this offering to be voted in favor of a transaction
(assuming all outstanding shares are voted) in order to have your initial business combination approved (assuming the over-allotment option
is not exercised).

Response: The Company acknowledges the
Staff’s comment and has revised disclosure on pages 18, 26, 35, 38, 88, 111, and 116 of the Registration Statement.

Principal Stockholders

Expressions of Interest, page 111

2. In your definition for “anchor investors”
at page 4 of your summary, you state that each anchor investor “is a member of our sponsor TradeUP Acquisition Sponsor LLC.”
However, you state at page 111 and elsewhere that in addition to being unaffiliated qualified institutional buyers, your anchor investors
are “not affiliated with our sponsor or any member of our management team.” Please reconcile these statements.

Response: The Company acknowledges the
Staff’s comment and has revised disclosure on pages 2, 21, 38, and 111 of the Registration Statement.

3. You state that “another institutional
investor and existing member of our sponsor has provided an indication of interest in purchasing units in this offering and will be participating
in the purchase of the private placement warrants through our sponsor.” Please revise to clarify the references here and elsewhere
in the prospectus to the purchase of “private placement warrants,” as you disclose throughout the prospectus that the private
placement will consist of private shares, rather than warrants. Also, please revise to identify this “existing member” and
the anchor investors, provide comparable information regarding the percentage of units this additional investor indicated an interest
in purchasing, and quantify the extent to which the referenced “existing member” and each of the anchor investors will be
participating in the private placement.

Response: The Company acknowledges the
Staff’s comment and has revised disclosure on pages 21 and 111 of the Registration Statement.

4. Please revise to disclose the possible “incentives”
and additional “economic benefits” which anchor investors could receive referenced in the sixth paragraph under “Conflicts
of Interest” at page 107 (and also at page 137) and to clarify the suggestion that the anchor investors could include founders,
management, or their affiliates in light of your statement in this section that anchor investors are not affiliated with your sponsor
or any member of your management team.

Response: The Company acknowledges the
Staff’s comment and has revised disclosure on pages 107 and 137 of the Registration Statement.

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 Hunter Taubman Fischer
 & Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jianwei Li

    Jianwei Li

Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 27, 2021
Jianwei Li
Chairman and Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No.5 to Registration Statement on Form S-1
Filed May 25, 2021
File No. 333-253322
Dear Mr. 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.
Amendment No.5 to Registration Statement on Form S-1
Risk Factors
The anchor investors may purchase a majority interest in our company and could potentially
influence corporate actions, page 38
1.We note the new disclosure that the anchor investors have collectively expressed intent to
purchase units in this offering at a level of which would aggregate to 59.4% of the units if
all such indications of interest become confirmed.  Please also disclose the vote
percentage required if the anchor investors vote their shares in favor of an initial
business transaction if you solicit proxies for a business combination.  We note your
disclosure throughout stating that you would need 1,392,501, or 34.81%, of the 4,000,000
public shares sold in this offering to be voted in favor of a transaction (assuming all
outstanding shares are voted) in order to have your initial business combination approved

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 May 27, 2021 Page 2
 FirstName LastNameJianwei  Li
TradeUP Acquisition Corp.
May 27, 2021
Page 2
(assuming the over-allotment option is not exercised).

Principal Stockholders
Expressions of Interest, page 111
2.In your definition for "anchor investors" at page 4 of your summary, you state that each
anchor investor "is a member of our sponsor TradeUP Acquisition Sponsor LLC."
However, you state at page 111 and elsewhere that in addition to being unaffiliated
qualified institutional buyers, your anchor investors are "not affiliated with our sponsor or
any member of our management team."  Please reconcile these statements.

3.You state that "another institutional investor and existing member of our sponsor has
provided an indication of interest in purchasing units in this offering and will be
participating in the purchase of the private placement warrants through our sponsor."
Please revise to clarify the references here and elsewhere in the prospectus to the purchase
of "private placement warrants," as you disclose throughout the prospectus that the private
placement will consist of private shares, rather than warrants.  Also, please revise to
identify this "existing member" and the anchor investors, provide comparable information
regarding the percentage of units this additional investor indicated an interest in
purchasing, and quantify the extent to which the referenced "existing member" and each
of the anchor investors will be participating in the private placement.

4.Please revise to disclose the possible "incentives" and additional "economic benefits"
which anchor investors could receive referenced in the sixth paragraph under "Conflicts of
Interest" at page 107 (and also at page 137) and to clarify the suggestion that the anchor
investors could include founders, management, or their affiliates in light of your statement
in this section that anchor investors are not affiliated with your sponsor or any member of
your management team.

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 May 27, 2021 Page 3
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
May 27, 2021
Page 3
            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
time for us to review any amendment prior to the requested effective date of the registration
statement.
             You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan,
Staff Accountant, at 202-551-3388 if you have questions regarding comments on the
financial statements and related matters.  Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-
551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arila Zhou, Esq.

CORRESP
1
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May 18, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 3 to Registration Statement on Form S-1

    Filed May 7, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
May 7, 2021, 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. An amended Registration Statement on Form S-1 (the “Registration
Statement”) is being filed to accompany this letter.

Amendment No. 3 to Registration Statement on
Form S-1

Description of Securities

Warrants, page 120

1. We note your disclosure here that the Company
agrees that any action, proceeding or claim any action, proceeding or claim against you arising out of or relating in any way to the warrant
agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, "which jurisdiction will be the exclusive forum" for any such action,
proceeding or claim. We also note that Section 9.3 of your warrant agreement filed as Exhibit 4.4 has been revised to state this jurisdiction
is exclusive and that this exclusive forum provision applies to claims under the Securities Act. Please revise your disclosure here and
include a new risk factor to clearly describe any risks or other impacts on investors and address any uncertainty about enforceability.

Response: The Company acknowledges the
Staff’s comment and has revised disclosure on pages 58 and 120 of the Registration Statement.

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 Hunter Taubman Fischer
 & Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jianwei Li

    Jianwei Li

Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
May 17, 2021
Jianwei Li
Chairman and Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed May 7, 2021
File No. 333-253322
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 3 to Registration Statement on Form S-1
Description of Securities
Warrants, page 120
1.We note your disclosure here that the Company agrees that any action, proceeding or
claim any action, proceeding or claim against you arising out of or relating in any way to
the warrant agreement will be brought and enforced in the courts of the State of New York
or the United States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, "which jurisdiction will be the exclusive forum" for any such
action, proceeding or claim.  We also note that Section 9.3 of your warrant agreement
filed as Exhibit 4.4 has been revised to state this jurisdiction is exclusive and that this
exclusive forum provision applies to claims under the Securities Act.  Please revise your
disclosure here and include a new risk factor to clearly describe any risks or other impacts

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 May 17, 2021 Page 2
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
May 17, 2021
Page 2
on investors and address any uncertainty about enforceability.
            You may contact Steven Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arila Zhou, Esq.

CORRESP
1
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April 9, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 1 to Draft Registration Statement on Form S-1

    Filed on March 29, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
April 9, 2021, 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. An amended Registration Statement on Form S-1 (the “Registration
Statement”) is being filed to accompany this letter.

Amendment No. 1 to Registration Statement on
Form S-1

Exhibits

1. We note the disclosure on pages 62 and 124
of your prospectus that the exclusive forum provision in your amended and restated certificate of incorporation will select the Court
of Chancery in the State of Delaware as the exclusive forum for certain claims, except certain actions, including actions arising under
the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware shall have concurrent
jurisdiction. However, the exclusive forum provision in Section 13.1 of your form of amended and restated certificate of incorporation
filed as Exhibit 3.2 states that unless the Corporation consents in writing to the selection of an alternative forum, U.S. federal district
courts shall, to the fullest extent permitted by law, be the exclusive forum for the resolution of any complaint asserting a cause of
action arising under the Securities Act. Please revise your prospectus disclosure or your form of amended and restated certificate of
incorporation to address this discrepancy.

Response: In response to the Staff’s
comment, we revised the form of amended and restated certificate of incorporation (the “Certificate”) and filed the Certificate
as Exhibit 3.2.

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 Hunter Taubman Fischer
 & Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jianwei Li

    Jianwei Li

Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
April 9, 2021
Jianwei Li
Chairman and Co-Chief Executive Officer
TradeUP Acquisition Corp.
437 Madison Avenue, 27th Floor
New York, NY 10022
Re:TradeUP Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 29, 2021
File No. 333-253322
Dear Mr. Li:
            We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1
Exhibits
1.We note the disclosure on pages 62 and 124 of your prospectus that the exclusive forum
provision in your amended and restated certificate of incorporation will select the Court of
Chancery in the State of Delaware as the exclusive forum for certain claims, except
certain actions, including actions arising under the Securities Act, as to which the Court of
Chancery and the federal district court for the District of Delaware shall have concurrent
jurisdiction.  However, the exclusive forum provision in Section 13.1 of your form of
amended and restated certificate of incorporation filed as Exhibit 3.2 states that unless the
Corporation consents in writing to the selection of an alternative forum, U.S. federal
district courts shall, to the fullest extent permitted by law, be the exclusive forum for the
resolution of any complaint asserting a cause of action arising under the Securities

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 April 9, 2021 Page 2
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
April 9, 2021
Page 2
Act.  Please revise your prospectus disclosure or your form of amended and restated
certificate of incorporation to address this discrepancy.
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Arila Zhou, Esq.

CORRESP
1
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March 26, 2021

Via Edgar

Ms. Irene Barberena-Meissner

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    TradeUP Acquisition Corp.

    Amendment No. 1 to Draft Registration Statement on Form S-1

    Submitted on February 19, 2021

    File No. 333-253322

Dear Ms. Barberena-Meissner:

This letter is in response to the letter dated
March 18, 2021, 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. An amended Registration Statement on Form S-1 (the “Registration
Statement”) is being filed to accompany this letter.

Registration Statement on Form S-1 filed
February 19, 2021

The Offering

Manner of conducting redemptions, page 24

1. We note your disclosure on page 26 that
each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
Please revise to disclose whether stockholders will be allowed to redeem their shares if they do not vote or if they abstain from voting.

In response to the Staff’s comments, we
revised the disclosure on pages 26, 88, 98 and 116 of the Registration Statement to clarify that each public shareholder may elect to
redeem its public shares irrespective of whether they vote, do not vote or abstain, and if they do vote, irrespective of whether they
vote for or against the proposed transaction, and irrespective of whether they were a public shareholder on the record date for the general
meeting held to approve the proposed transaction.

Related Party Transactions, page 76

2. You indicate that "We have engaged
the underwriters including US Tiger as advisors in connection with our business combination...." At page 84, however, you state "In
no event will our founders or any of our existing officers, directors or advisors, or any entity with which they are affiliated, be paid
any finder’s fee, consulting fee, advisory fee or other compensation prior to, or for any services they render in order to effectuate,
the completion of our initial business combination...." In light of US Tiger's affiliation with your founder, please reconcile these
statements.

In response to the Staff comments, we revised
the disclosure on pages 30, 84 and 106 of the Registration Statement to disclose our payment of the Business Combination Fee to US Tiger,
an affiliate of our founder Tradeup INC., in connection with our business combination.

Principal Stockholders, page 110

3. Please disclose the natural person or persons
who directly or indirectly exercise(s) sole or shared voting or investment control over the shares held by Tradeup Inc. Refer to Item
403 of Regulation S-K and Exchange Act Rule 13d-3.

In response to the Staff comments, we revised
the disclosure on page 110 of the Registration Statement to disclose that Mr. Xin Song has sole voting and investment discretion/deposition
rights with respect to the common stock held by Tradeup INC.

Financial Statements

Report of Independent Registered Public
Accounting Firm, page F-2

4. Please amend your registration statement
to have your auditor remove the language in the fourth paragraph which states “and in accordance with auditing standards generally
accepted in the United States of America.” Please refer to PCAOB Auditing Standard 3101.

In response to the Staff comments, our auditor
Friedman LLP revised the statement on page F-2 of the Registration Statement to state that “[w]e conducted our audit in accordance
with the standards of the PCAOB.”

General

5. As it appears that US Tiger Securities,
Inc. may be affiliated with the company through Tradeup Inc., please tell us whether it intends to make a market in any of your securities.
If so, please amend the filing to register the market-making activities of US Tiger Securities, Inc., including the footnote to the fee
table and alternate pages for the market-making prospectus.

In response to the Staff comments, we are informed
by the underwriters that US Tiger Securities, Inc. will not make a market but R.F. Lafferty & Co., Inc. will make a market in any
of our securities.

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 Hunter Taubman Fischer
& Li LLC, at (212) 530-2232.

Very truly yours,

    By:
    /s/ Jianwei Li

    Jianwei Li

Chairman and Co-Chief Executive Officer

Arila Zhou, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
March 18, 2021
Jianwei Li
Chairman and 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-1
Filed February 19, 2021
File No. 333-253322
Dear Mr. 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-1 filed February 19, 2021
The Offering
Manner of conducting redemptions, page 24
1.We note your disclosure on page 26 that each public stockholder may elect to redeem its
public shares irrespective of whether they vote for or against the proposed transaction.
Please revise to disclose whether stockholders will be allowed to redeem their shares if
they do not vote or if they abstain from voting.
Related Party Transactions, page 76
2.You indicate that "We have engaged the underwriters including US Tiger as advisors in
connection with our business combination...."   At page 84, however, you state "In no
event will our founders or any of our existing officers, directors or advisors, or any entity

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March 18, 2021
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with which they are affiliated, be paid any finder’s fee, consulting fee, advisory fee or
other compensation prior to, or for any services they render in order to effectuate, the
completion of our initial business combination...."  In light of US Tiger's affiliation with
your founder, please reconcile these statements.
Principal Stockholders, page 110
3.Please disclose the natural person or persons who directly or indirectly exercise(s) sole or
shared voting or investment control over the shares held by Tradeup Inc.  Refer to Item
403 of Regulation S-K and Exchange Act Rule 13d-3.
Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
4.Please amend your registration statement to have your auditor remove the language in the
fourth paragraph which states “and in accordance with auditing standards generally
accepted in the United States of America.”  Please refer to PCAOB Auditing Standard
3101.
General
5.As it appears that US Tiger Securities, Inc. may be affiliated with the company through
Tradeup Inc., please tell us whether it intends to make a market in any of your securities.
If so, please amend the filing to register the market-making activities of US Tiger
Securities, Inc., including the footnote to the fee table and alternate pages for the market-
making prospectus.
            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
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Steve Lo, Staff Accountant, at 202-551-3394 or Raj Rajan, Staff
Accountant, at 202-551-3388 if you have questions regarding comments on the financial
statements and related matters.  Please contact Irene Barberena-Meissner, Staff Attorney, at 202-
551-6548 or, in her absence, Timothy S. Levenberg, Special Counsel, at 202-551-3707 with any
other questions.
Sincerely,
Division of Corporation Finance

 FirstName LastNameJianwei  Li
 Comapany NameTradeUP Acquisition Corp.
 March 18, 2021 Page 3
 FirstName LastName
Jianwei  Li
TradeUP Acquisition Corp.
March 18, 2021
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Office of Energy & Transportation
cc:       Arila Zhou, Esq.