UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2023

TRADEUP ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

(732) 910-9692

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

Emerging  growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 31, 2023, TradeUP Acquisition Corp. (the “Company”) held a special meeting of stockholders (the “Special Meeting”) in connection with the Business Combination (as defined below) contemplated by a Merger Agreement dated September 30, 2022 by and among the Company, Tradeup Merger Sub Inc. (“Merger Sub”) and Estrella Biopharma, Inc. (“Estrella”)(such agreement, the “Merger Agreement”). The Business Combination is described in the definitive proxy statement filed by the Company (the “Definitive Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on July 11, 2023.

On June 13, 2023, the record date for the Special Meeting, there were 2,329,920 shares of common stock of the Company entitled to be voted at the Special Meeting, approximately 80% of which were represented in person or by proxy at the Special Meeting.

The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting, each of which is described in detail in the Proxy Statement, are as follows. The adjournment proposal described in the Proxy Statement was not presented at the Special Meeting because there were enough votes to approve the other proposals presented at the Special Meeting.

1. The Business Combination Proposal

The stockholders approved the proposal to (a) adopt and approve the Merger Agreement, (b) adopt and approve each ancillary document in connection with the Merger Agreement and the Business Combination; and (c) approve the merger between Merger Sub and Estrella, where Merger Sub will merge with and into Estrella (the “Merger”), with Estrella surviving the Merger as a wholly owned subsidiary of the Company, and other transactions contemplated therein (collectively, the “Business Combination”).The voting results were as follows:

2. The Charter Amendment Proposal

The stockholders approved the proposal to approve, a proposed amended and restated certificate of incorporation (the “Proposed Charter”) of the post-Business Combination company (the “Combined Company”), which will amend and restate the Company’s current amended and restated certificate of incorporation (the “Current Charter”), which will be in effect upon the closing of the Business Combination (the “Closing”). The voting results were as follows:

3.  The Advisory Charter Amendment Proposals

The stockholders approved the following material differences between the Proposed Charter and the Current Charter, which were being presented pursuant to guidance of the SEC as six separate sub-proposals. The voting results were as follows:

4. The Nasdaq Stock Issuance Proposal

The stockholders approved, for purposes of complying with the applicable provisions of Nasdaq Listing Rule 5635, the issuance of 32,500,000 shares of common stock of the Company in connection with the Business Combination and the issuance of at least 1,500,000 shares of common stock of the Company in connection with satisfying the Merger Financing closing condition to certain investors, if any, prior to or at the Closing, which amount will be determined as described in more detail in the Definitive Proxy Statement. The voting results were as follows:

5. The Director Election Proposal

The stockholders approved the appointment of five directors who, upon consummation of the Business Combination, will become directors of the Combined Company. Specifically, appoint each of Dr. Marsha Roberts, Mr. Fan Wu, and Ms. Janelle Wu as Class II director and each of Dr. Cheng Liu and Ms. Pei Xu as Class III director. The voting results for each director nominee were as follows:

6. The Incentive Plan Proposal

The stockholders approved the Estrella Immunopharma, Inc. 2023 Omnibus Incentive Plan, which will become effective as of and is contingent on the consummation of the Business Combination. The voting results were as follows:

Item 8.01. Other Events.

In connection with the votes to approve the stockholder vote at the Special Meeting, 650,580 shares of common stock of the Company were rendered for redemption.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

4