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Item 1. Financial Statements

2023-11-20 compared with 2023-08-01 · 1057 added, 903 removed, 69 unchanged (97% of the section changed)

FINANCIAL STATEMENTS.

TRADEUP ACQUISITION CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

September 30,

Current Assets

Current assets:

Prepaid expenses

Cash held in trust account

note receivable

Total current assets

Investments held in Trust Account

Liabilities, Temporary Equity, and Stockholders’ Deficit

Deferred transaction costs

Liabilities, Preferred

Stock and Stockholders’ Equity (Deficit)

Current liabilities:

Accounts payable and accrued expenses

Promissory notes

Working capital loans - related parties

Due to a related party

Income tax payable

Franchise tax payable

Accounts payable - related party

Other payables and accrued liabilities

Stock redemption payable

Promissory note

Accrued liability - related

Franchise tax payables

Total current liabilities

Deferred tax liability

Deferred underwriters’ marketing fees

Total Liabilities

Non-current liabilities:

non-current liabilities

Commitments and Contingencies

Common stock subject to possible redemption, 910,220 shares at redemption value of $ 10.71 and 10.25 per share as of June 30, 2023 and December 31, 2022, respectively

Stockholders’ Deficit:

Preferred stock, $ 0.0001 par value;

1,000,000 shares authorized;

none issued and outstanding

Preferred Stock*

Series A Preferred Stock, $ 0.0001 par value, 15,000,000 shares authorized;

0 and 1,203,695 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively

Series AA Preferred Stock, $ 0.0001 par value, 105,000,000 shares authorized;

0 and 25,277,591 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively

Stockholders’ Equity

Common stock, $ 0.0001 par value;

250,000,000 shares authorized;

1,419,700 shares issued and outstanding (excluding 910,220 shares subject to possible redemption as of June 30, 2023 and December 31, 2022, respectively)

35,201,232 and 978,243 shares issued and outstanding as of September 30, 2023 and June 30, 2023, respectively*

Additional paid-in capital

Accumulated deficit

( 14,059,050 )

( 12,188,553 )

Total Stockholders’ Deficit

Stockholders' Equity (Deficit)

( 11,742,550 )

Liabilities, Preferred Stock and Stockholders' Equity (Deficit)

* Giving retroactive effect to reverse recapitalization effected on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF OPERATIONS

September 30,

and development

and administrative

operating expenses

from Operations

( 1,870,497 )

Total Liabilities, Temporary Equity, and Stockholders’ Deficit

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

TRADEUP ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Formation and operating costs

Franchise tax expenses

Loss from Operations

Other income:

Dividend earned on investment held in Trust Account

Loss before income taxes

Income taxes provision

( 2,885,444 )

taxes provision

$ ( 1,870,497 )

$ ( 2,885,444 )

Basic and diluted weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net (loss) income per share, common stock subject to possible redemption

Basic and diluted weighted average shares outstanding, common stock attributable to TradeUP Acquisition Corp.

Basic and diluted net loss per share, common stock attributable to TradeUP Acquisition Corp.

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

TRADEUP ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES

IN STOCKHOLDERS’ DEFICIT

For the Six Months Ended June 30, 2023

Net loss applicable to common stock per share, basic and diluted

Weighted average number of outstanding common stock, basic and diluted*

* Giving retroactive effect to reverse recapitalization effected on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN PREFERRED

STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

Stockholders’

Shares Amount

Balance as of December 31, 2022

$ ( 2,255,827 )

$ ( 2,255,685 )

Accretion of carrying value to redemption value

Balance as of March 31, 2023

( 2,528,885 )

( 2,528,743 )

Accretion of carrying value to redemption value

Balance as of June 30, 2023

$ ( 2,820,713 )

$ ( 2,820,571 )

For the Six Months Ended June 30, 2022

Preferred Stock

Stockholders'

Shares Amount

Balance as of December 31, 2021

$ ( 1,006,334 )

$ ( 1,006,192 )

Balance as of March 31, 2022

( 1,147,586 )

( 1,147,444 )

Balance as of June 30, 2022

Balance, July 1, 2023

Recapitalization

Balance, July 1, 2023

Issuance of Series A preferred stock

Conversion of series A and series AA preferred stock into common stock

Vesting of early exercised stock options

Stock-based compensation

Issuance of common stock issued for PIPE investment

Issuance of common stock upon completion of business combination

Transactions cost

Balance, September 30, 2023

Balance, July 1, 2022

Vesting of early exercised stock options

Stock-based compensation

Balance, September 30, 2022

* Giving retroactive effect to reverse recapitalization effected on September 29, 2023 to reflect exchange ratio of approximately 0.2407

as described in Note 3

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CASH FLOWS

September 30,

Cash Flows from Operating Activities:

$ ( 1,870,497 )

$ ( 2,885,444 )

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

TRADEUP ACQUISITION CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Cash Flows from Operating Activities:

to reconcile net loss to net cash used in operating activities:

in operating assets and liabilities:

expenses - related party

payable - related party

Other payables

and accrued liabilities

lease liability - related party

liability - related party

cash used in operating activities

( 1,100,226 )

Flows from Investing Activities:

to UPTD as extension note receivable prior to business combination

cash used in investing activities

Flows from Financing Activities:

from PIPE investment

from issuance of Series A Preferred Stock

from promissory note

from business combination

cash provided by financing activities

Change in Cash

( 1,100,226 )

Adjustments to reconcile net loss to net cash used in operating activities:

Dividend earned on investment held in Trust Account

Deferred tax expense

Changes in operating assets and liabilities:

Prepaid expenses

Accounts payable and accrued expenses

Income tax payable

Franchise tax payable

Net cash used in operating activities

Cash Flows from Investing Activities:

Purchase of investment held in trust account

Withdraw of investment held in trust account

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from issuance of promissory notes

Proceeds from issuance of working capital loans to a related party

Net cash provided by financing activities

Net Change in Cash

Cash at beginning of period

Cash at end of period

Supplemental Disclosure of Non-cash Financing Activities

Accretion of carrying value to redemption value

Conversion of due to a related party into a promissory note

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

at beginning of period

at end of period

Cash Flow Information

paid for income tax

paid for interest

Disclosure of Non-cash Financing Activities

transaction costs included in other payables and accrued liabilities

of Series A prefer stock into common stock

of deferred underwriting commission payable into Series A preferred stock

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 1 — Organization and Business Operation

TradeUP Acquisition Corp.

(the “Company”)

is a blank check company incorporated as a Delaware corporation on January 6, 2021.

The Company was formed for the purpose of effecting

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses

(the “Business Combination”).

The Company has selected December 31 as its fiscal year end.

As of June 30, 2023 and December 31, 2022, the

Company had not commenced any operations.

For the period from January 6, 2021 (inception) through June 30, 2023, the Company’s efforts

have been limited to organizational activities as well as activities related to the Initial Public Offering (as defined below) and the

Business Combination.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the

The Company had and will continue to generate non-operating income in the form of dividend income from the proceeds derived

from the Initial Public Offering (as defined below).

The registration statement for the Company’s

initial public offering (the “Initial Public Offering”) became effective on July 14, 2021.

On July 19, 2021, the Company consummated

the Initial Public Offering of 4,000,000 units (the “Public Units”), at $ 10.00 per Public Unit, generating gross proceeds

of $ 40,000,000 which is described in Note 4.

On July 21, 2021, the underwriters partially exercised the over-allotment option and

purchased 430,000 units (the “Option Units”, together with the Public Units, the “Units”) at a price of $ 10.00

per Option Unit, generating gross proceeds of $ 4,300,000 .

Each Unit consists of one share of common stock, $ 0.0001 par value per share

(the “Common Stock”), and one-half of one redeemable warrant (the “Warrant”), each whole Warrant entitling the

holder thereof to purchase one share of Common Stock at an exercise price of $ 11.50 per share.

The Units were sold at an offering price

of $ 10.00 per Unit, generating gross proceeds of $ 44,300,000 in total.

Transaction costs in connection with the Initial Public Offering

and the issuance and sale of Option Units amounted to $ 3,019,474 , consisting of $ 886,000 of underwriting fees, $ 1,550,500 of Business

Combination Fee (defined in Note 8 below) and $ 582,974 of other offering costs.

Following the expiration of the over-allotment option,

42,500 Founder Shares (defined below) were subsequently forfeited.

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of 295,000 shares of Common Stock (the “Private Placement Shares”) at a

price of $ 10.00 per share in a private placement sale (the “Private Placement”) to the Company’s founders, or initial

stockholders, include Tradeup INC.

and the Company’s sponsor, TradeUP Acquisition Sponsor LLC, a Delaware limited liability company

(the “Sponsor”), among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC.

purchased 59,000 Private

Placement Shares, generating gross proceeds of $ 2,950,000 , which is described in Note 5.

On July 21, 2021, the Company consummated the

sale of additional 17,200 Private Placement Shares with the Sponsor and Tradeup INC.

at a price of $ 10.00 per Private Placement share,

among which, the Sponsor purchased 13,760 Private Placement Shares and Tradeup INC.

purchased 3,440 Private Placement Shares, generating

total proceeds of $ 172,000 .

Following the closing of the Initial Public Offering

on July 19, 2021, the issuance and sale of Option Units on July 21, 2021 and the issuance and sale of Private Placement Shares, $ 45,186,000

from the net proceeds of the sale of the Units and from the sale of Private Placement Shares was placed in a trust account (the “Trust

Account”) maintained by Wilmington Trust, National Association as a trustee.

The aggregate amount of $ 45,186,000 ($ 10.20 per Unit)

was invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act

having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment

Company Act which invest only in direct U.S.

government treasury obligations.

Pursuant to the trust agreement, the trustee is not permitted

to invest in other securities or assets.

By restricting the investment of the proceeds to these instruments, and by having a business

plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant

bank or private equity fund), the Company intends to avoid being deemed an “investment company” within the meaning of the

Investment Company Act.

The Initial Public Offering is not intended for persons who are seeking a return on investments in government

securities or investment securities.

The Trust Account is intended as a holding place for funds pending the earliest to occur of either:

(i) the completion of the Company’s initial Business Combination;

(ii) the redemption of any public shares properly tendered in

connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation that would affect the

substance or timing of the Company’s obligation to provide for the redemption of its public shares in connection with an initial

Business Combination or to redeem 100 % of its public shares if the Company has not consummated an initial Business Combination by the

Combination Deadline (as defined below);

or (iii) absent an initial Business Combination by the Combination Deadline, its return of the

funds held in the Trust Account to its public stockholders as part of its redemption of the public shares.

The proceeds deposited in the

Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of

the Company’s public stockholders.

In order to mitigate the potential risks of being

deemed to have been operating as an unregistered investment company for purposes of the Investment Company Act, the Company instructed

Wilmington Trust, National Association, as a trustee to the Trust Account, to liquidate the U.S.

government treasury obligations and money

market funds held in the Trust Account on July 14, 2023 and to hold all funds in the Trust Account in cash until the earlier of consummation

of the Company’s initial business combination or liquidation.

Following such liquidation, the Company will likely continue to receive,

minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount its public stockholders would receive

upon any redemption or liquidation of the Company.

The Company’s initial Business Combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the assets held in

the Trust Account (excluding the Business Combination Fee and taxes payable and interest previously released for working capital purposes

on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination.

However, the Company

will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities

of the target or otherwise acquires an interest in the target sufficient for the post-transaction company not to be required to register

as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

assurance that the Company will be able to complete a Business Combination successfully.

The shares of Common Stock subject to redemption

was recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance

with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case,

the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such consummation

of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted

in favor of the Business Combination.

The Company initially had until January 19, 2023 to complete its initial Business Combination.

December 22, 2022, the Company held a special meeting of stockholders (the “2022 Special Meeting”), at which the stockholders

approved amending the amended and restated certificate of incorporation to extend the date before which the Company must complete a Business

Combination from January 19, 2023, by one month up to six times, to July 19, 2023, or such earlier date as determined by the board of

directors of the Company (such monthly extension is herein referred to as the “Extension”).

On July 17, 2023, the Company

held a special meeting in lieu of its 2023 annual meeting of stockholders (the “2023 Special Meeting”), at which the stockholders

approved amending the amended and restated certificate of incorporation to extend the date before which the Company must complete a Business

Combination (the “Combination Deadline”) from July 19, 2023 to July 14, 2024, or such earlier date as determined by the board

of directors of the Company (such monthly extension is herein referred to as the “Extension”).

Upon the stockholders’

approval, on July 17, 2023, the Company filed a certificate of amendment to the amended and restated certificate of incorporation which

became effective upon filing.

If the Company is unable to complete the initial Business Combination by the Combination Deadline, the Company

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account including dividend earned on the funds held in the Trust Account and not previously released to the Company for working

capital purposes or to pay the Company’s taxes (less up to $ 50,000 of interest to pay dissolution expenses), divided by the number

of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including

the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors, dissolve

and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements

of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants,

which will expire worthless if the Company fails to complete the Business Combination by the Combination Deadline.

The founders (not including

the anchor investors who purchase units in the Initial Public Offering and certain membership interest in the Sponsor, if any), officers

and directors have entered into a letter agreement with the Company, pursuant to which they have agreed (i) to waive their redemption

rights with respect to any Founder Shares, Private Placement Shares and any public shares held by them in connection with the completion

of the initial Business Combination, (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares

and public shares in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate

of incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial

Business Combination or to redeem 100 % of the Company’s public shares if the Company does not complete its initial Business Combination

by the Combination Deadline or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business

Combination activity and (iii) to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares

and Private Placement Shares held by them if the Company fails to complete an initial Business Combination by the Combination Deadline,

although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the

Company fails to complete the initial Business Combination by the Combination Deadline.

If the Company submits its initial Business Combination

to its stockholders for a vote, the Company will complete its initial Business Combination only if a majority of the outstanding shares

of Common Stock voted are voted in favor of the initial Business Combination.

In no event will the Company redeem its public shares of

Common Stock in an amount that would cause its net tangible assets to be less than $ 5,000,001 .

In such case, the Company would not proceed

with the redemption of public shares of Common Stock and the related Business Combination, and instead may search for an alternate Business

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or by a prospective

target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account

to below (i) $ 10.20 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the

liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn

to pay taxes.

This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to

seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public

Offering against certain liabilities, including liabilities under the Securities Act.

Moreover, in the event that an executed waiver is

deemed to be unenforceable against a third party, then the Company’s Sponsor will not be responsible to the extent of any liability

for such third party claims.

On December 22, 2022, at the 2022 Special Meeting,

the stockholders approved amending the Investment Management Trust Agreement dated July 14, 2021 (the “Trust Agreement”),

by and between the Company and Wilmington Trust, National Association (the “Trustee”) to extend the liquidation date from

January 19, 2023 to July 19, 2023.

In connection with the votes to approve the extension proposal, 3,519,780 public shares were rendered

for redemption with 910,220 public shares remained outstanding.

On July 17, 2023, at the 2023 Special Meeting,

the stockholders approved amending the Trust Agreement to extend the liquidation date from July 19, 2023 to July 14, 2024.

In connection

with the votes to approve the extension proposal, 161,566 public shares were rendered for redemption with 748,654 public shares remained

Liquidity and Going Concern

As of June 30, 2023, the Company had cash

of $ 34,688 and a working deficit of $ 1,301,969 .

The Company has incurred and expects to continue to incur significant professional costs

to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

In connection with the Company’s assessment

of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)

2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined

that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The management’s

plan in addressing this uncertainty is through the Promissory Notes – related parties and the Working Capital Loans, as defined

below (see Note 7).

In addition, if the Company is unable to complete a Business Combination by the Combination Deadline, the Company’s

board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company.

There is no assurance

that the Company’s plans to consummate a Business Combination will be successful by the Combination Deadline.

As a result, management

has determined that such additional condition also raise substantial doubt about the Company’s ability to continue as a going concern.

The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this

Merger Agreement

On September 30, 2022, the Company, Tradeup Merger

Sub Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Estrella Biopharma,

Inc., a Delaware corporation (the “Estrella”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented

or otherwise modified from time to time, the “Merger Agreement”).

The number of merger consideration shares

to be issued by the Company to the shareholder of Estrella is expected to be 32,500,000 shares of Common Stock.

Estrella is a preclinical-stage biopharmaceutical

company developing CD19 and CD22-targeted ARTEMIS®️ T-cell therapies with the capacity to address treatment and safety challenges

for patients with blood cancers and solid tumors.

Estrella’s mission is to harness the evolutionary power of the human immune system

to transform the lives of patients fighting cancer.

Pursuant to the Merger Agreement, among other

things, in accordance with the General Corporation Law of the State of Delaware, as amended (the “DGCL”), Merger Sub will

merge with and into Estrella (the “Merger”), with Estrella surviving the Merger as a wholly owned subsidiary of the Company

(“Surviving Company”).

The Merger will become effective at such time on the date of the closing of the Merger (the “Closing”)

as the certificate of merger is duly filed with the Delaware Secretary of State or at such other time specified in the certificates of

merger (the “Effective Time”).

Effective as of the Closing, the Company will change its name to “Estrella Immunopharma,

Inc.” (“New Estrella”).

Inflation Reduction Act of 2022

On August 16, 2022, the Inflation Reduction Act

of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S.

federal 1 % excise

tax on certain repurchases (including redemptions) of stock by publicly traded U.S.

domestic corporations and certain U.S.

domestic subsidiaries

of publicly traded foreign corporations occurring on or after January 1, 2023.

The excise tax is imposed on the repurchasing corporation

itself, not its stockholders from which shares are repurchased.

The amount of the excise tax is generally 1 % of the fair market value

of the shares repurchased at the time of the repurchase.

However, for purposes of calculating the excise tax, repurchasing corporations

are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the

same taxable year.

In addition, certain exceptions apply to the excise tax.

Department of the Treasury (the “Treasury”)

has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise,

may be subject to the excise tax.

Whether and to what extent the Company would be subject to the excise tax in connection with a Business

Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and

repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the

nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not

in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iv) the content of

regulations and other guidance from the Treasury.

In addition, because the excise tax would be payable by the Company and not by the redeeming

holder, the mechanics of any required payment of the excise tax have not been determined.

The foregoing could cause a reduction in the

cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination.

Note 2 — Significant

Accounting Policies

Description of business

Estrella Immunopharma, Inc., a Delaware corporation,

is a preclinical-stage biopharmaceutical company developing T-cell therapies with the capacity to cure patients with blood cancers and

solid tumors.

As further discussed below and in Note 3, on September 29, 2023 (the

“ Closing Date ”), Estrella Biopharma, Inc.

(“Estrella”) and TradeUP Acquisition Corp.

consummated the business combination (the “Business Combination”) pursuant to the terms of the Agreement and Plan of Merger,

dated as of September 30, 2022 (the “Merger Agreement”), by and among UPTD, Tradeup Merger Sub Inc., a Delaware corporation

and wholly-owned subsidiary of UPTD (“Merger Sub”), and the Company.

Pursuant to the terms of the Merger Agreement, Merger

Sub merged with and into Estrella, with Estrella surviving as a wholly-owned subsidiary of UPTD.

Upon closing of the Business Combination

(the “Closing”), UPTD changed its corporate name to Estrella Immunopharma, Inc.

(“New Estrella” or the “Company”).

Estrella was incorporated in the State of Delaware on March 30, 2022

by Eureka Therapeutics, Inc.

(“Eureka”), which was incorporated in California in February 2006 and reincorporated in Delaware

in March 2018 and is the predecessor of Estrella.

Estrella’s fiscal year end is June 30, and the Company’s fiscal year end

changed from December 31 to June 30 effective as of the Closing Date.

On June 28, 2022, pursuant to a Contribution Agreement between Estrella

and Eureka (the “Contribution Agreement”), Eureka contributed certain assets (the “Assets”) related to T-cell

therapies targeting CD19 and CD22, proteins expressed on the surface of almost all B-cell leukemias and lymphomas, in exchange for 105,000,000

shares of Estrella’s Series AA Preferred Stock (the “Separation”).

As part of the Separation, Estrella entered into a License Agreement

(the “License Agreement”) with Eureka and Eureka Therapeutics (Cayman) Ltd.

(“Eureka Cayman”), an affiliate of

Eureka, and a Services Agreement (the “Services Agreement”) with Eureka, and Eureka contributed and assigned the Collaboration

Agreement between Eureka and Imugene Limited (“Imugene”) (the “Collaboration Agreement”) to Estrella.

Agreement grants the Company an exclusive license to develop CD19 and CD22 targeted T-cell therapies using Eureka’s ARTEMIS ® platform.

Under the Services Agreement, Eureka has agreed to perform certain services for the Company in connection with the development of the

Company’s product candidates, EB103 and EB104.

EB103, which is a T-cell therapy also called “CD19-Redirected ARTEMIS ® T-Cell

Therapy,” utilizes Eureka’s ARTEMIS ® technology to target CD19.

The Company is also developing EB104,

a T-cell therapy also called “CD19/22 Dual-Targeting ARTEMIS ® T-Cell Therapy.” Like EB103, EB104 utilizes

Eureka’s ARTEMIS ® technology to target not only CD19, but also CD22.

The Collaboration Agreement establishes

the partnership between the Company and Imugene related to development of solid tumor treatments using Imugene’s product candidate

(“CF33-CD19t”) in conjunction with EB103.

The Company is in the development stage, having not yet started planned

principal operations.

As of September 30, 2023, the Company had devoted substantially all of its efforts toward preparing regulatory filings

(including Investigational New Drug (“IND”) applications), planning preclinical studies, and building its management team.

On March 2, 2023, the FDA cleared the IND for EB103, allowing Estrella to proceed with the Phase I/II Starlight-1 Clinical Trial, which

the Company expects to commence in the first half of 2024.

Merger and reverse recapitalization

As described above and further discussed in Note 3, the Business Combination

was consummated on September 29, 2023.

The Business Combination was accounted for as a “reverse recapitalization”.

Under this method of accounting, UPTD was treated as the “acquired” company for financial reporting purposes.

the Business Combination was treated as the equivalent of Estrella issuing shares for the net assets of UPTD, accompanied by a recapitalization.

The net assets of UPTD are stated at historical costs.

No goodwill or other intangible assets are recorded.

The accompanying unaudited condensed consolidated financial statements

have been prepared on a basis which contemplates the realization of assets and the satisfaction of liabilities in the normal course of

As of September 30, 2023, the Company had cash of approximately $ 22.1 million, and accumulated deficit of approximately $ 14.1

In addition, the Company had cash held in trust account of approximately $ 5.1 million carried over from UPTD upon consummation

of the business combination, which is payable to the UPTD’s shareholder related to redemption of public shares of UPTD’s Common

Stock before business combination.

For the three months ended September 30, 2023, loss from operations was approximately $ 1.9 million.

The Company’s ability to fund its operations is dependent on the amount of cash on hand and its ability to raise debt or additional

equity financing.

The Company has expended substantial funds on its research and development business, has experienced losses and negative

cash flows from operations since its inception and expects losses and negative cash flows from operations to continue until its technology

receives regulatory approval and the Company generates sufficient revenue and positive cash flow from operations, if ever.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

On September 29, 2023, the Business Combination

and several concurrent financing transactions were consummated, with the Company receiving net proceeds of approximately $ 20.1 million,

after deducting $ 5.07 million payable to redeem 467,122 shares of UPTD Common Stock at $ 10.86 per share in connection with the special

meeting of UPTD stockholders related to the Business Combination held on July 31, 2023, $ 1.6 million for UPTD’s transaction expenses

and $ 0.7 million for repayment of working capital loans, consisting of:

(i) $ 9.75 million from the issuance of shares of the Company’s

Operating Series A Preferred Stock immediately prior to the closing of the Business Combination ($ 730,000 of which was comprised of funds

in the trust account delivered to the Company at the closing of the Business Combination that would have otherwise been paid to US Tiger

Securities, Inc.

as a deferred underwriting fee in connection with UPTD’s IPO);

(ii) $ 0.3 million from the issuance of an unsecured

promissory note by us to a third party investor;

(iii) $ 3.06 million from the funds held in UPTD’s trust account;

and (iv) $ 10 million

from the PIPE investors pursuant to the Subscription Agreements.

On April 20, 2023, UPTD entered into the Common

Stock Purchase Agreement and the White Lion RRA with White Lion.

Subsequently, on April 26, 2023, UPTD and White Lion entered into an

amendment to the Common Stock Purchase Agreement.

Pursuant to the Common Stock Purchase Agreement, following the Closing, 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 shares of Common Stock (the “Equity Line Shares”), subject to certain limitations and conditions

set forth in the Common Stock Purchase Agreement as further described in Note 8.

On October 10, 2023, the Company used a portion of the net proceeds

from the Business Combination to pay $ 8.3 million due to Eureka under the Services Agreement and approximately $ 0.9 million aggregate

amount due to Eureka under the License Agreement, comprised of the outstanding portion of the upfront fee as well as a milestone payment

in connection with the submission of the IND application for EB103.

The Company intends to devote the remaining net proceeds from the

Business Combination to the preclinical and clinical development of the Company’s product candidates and the public company compliance

The Company’s future operations are highly

dependent on a combination of factors, including but not necessarily limited to (1) the success of our research and development programs;

(2) the timely and successful completion of any additional financing;

(3) the development of competitive therapies by other

biotechnology and pharmaceutical companies;

(4) our ability to manage growth of the organization;

(5) our ability to protect

our technology and products;

and, ultimately (6) regulatory approval and successful commercialization and market acceptance of our

product candidates.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

However, management believes that the Company has sufficient funds

and available credit line to meet its working capital requirements and debt obligations, for at least the next 12 months from the filing

date of these unaudited condensed consolidated financial statements.

Note 2 — Significant accounting

Basis of Presentation

The accompanying

unaudited condensed consolidated financial statements are presented in conformity with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC, and include all normal and recurring

adjustments that management of the Company considers necessary for a fair presentation of its financial position and operation results.

Interim results are not necessarily indicative of results to be expected for any other interim period or for the full year.

The information

included in this Form 10-Q should be read in conjunction with information included in the Company’s annual report on Form 10-K for

the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 14, 2023.

The accompanying unaudited financial statements

are presented in conformity with accounting principles generally accepted in the United States of America (“U.S.

pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”).

The accompanying unaudited financial

statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments,

including normal recurring accruals, necessary to present fairly the Company’s consolidated financial statements.

The results for

the three months ended September 30, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending June

30, 2024 (fiscal year 2024) or for any other interim period or for any future year.

Principles of consolidation

The unaudited condensed consolidated financial

statements include the financial statements of the Company and its subsidiary.

All transactions and balances among the Company and its

subsidiary have been eliminated upon consolidation.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

A subsidiary is an entity in which the Company,

directly or indirectly, controls more than one half of the voting power;

or has the power to govern the financial and operating policies,

to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”),

As an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts

emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that

is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company that is neither an emerging

growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified

by the Jumpstart The Company’s Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage

of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth

companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of

the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any

golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out

of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election

to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period which means that when a standard

is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company,

can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the

Company’s unaudited condensed consolidated financial statements with another public company difficult because of the potential differences

in accounting standards used.

Use of Estimates

The preparation of these unaudited condensed consolidated

financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of expenses during the reporting period.

Actual results could differ from those estimates.

The accompanying unaudited condensed

consolidated financial statements include all adjustments management considers necessary for a fair presentation.

The Company considers all short-term investments

with an original maturity of three months or less when purchased to be cash equivalents.

The Company did not have any cash equivalents.

Investments held in Trust Account

As of June 30, 2023 and December 31, 2022, the

assets held in the Trust Account were held in money market funds, which are invested in U.S.

Treasury securities.

Gains and losses resulting from the change in

fair value of investments held in Trust Account are accounted as dividend income in the accompanying unaudited condensed statement of

Dividend income for the three months ended June 30, 2023 and 2022 amounted to $ 114,310 and $ 64,179 , respectively.

income for the six months ended June 30, 2023 and 2022 amounted to $ 220,100 and $ 67,867 , respectively

Offering Costs

The Company complies with the requirements of

FASB ASC Topic 340-10-S99-1, “ Other Assets and Deferred Costs – SEC Materials ” (“ASC 340-10-S99”)

and SEC Staff Accounting Bulletin Topic 5A, “ Expenses of Offering ”.

Offering costs were $ 3,019,474 consisting principally

of underwriting, legal, accounting and other expenses that are directly related to the Initial Public Offering and charged to stockholders’

equity upon the completion of the Initial Public Offering.

The preparation of unaudited condensed consolidated

financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial

statements and the reported amounts of revenues and expenses during the reporting periods.

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its

estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Significant items subject to such estimates and assumptions include stock-based compensation, and deferred income

tax asset valuation and allowances.

The Company maintains its operating accounts

in a single financial institution.

The balance is insured by the United States Federal Deposit Insurance Corporation (“FDIC”)

but only up to specified limits.

The Company’s cash is maintained in a checking and a saving account.

held in Trust Account

As of September 30, 2023, the

cash held in the Trust Account was designated to pay UPTD’s shareholder for redemption of public shares of UPTD’s Common

Stock prior to the consummation of the Business Combination.

Basic and Diluted Loss per Common Stock

Basic net loss per Common Stock is calculated

by dividing the net loss by the weighted–average number of Common Stock outstanding for the period.

Diluted net loss per share is

computed by dividing the net loss by the weighted–average number of Common Stock and dilutive share equivalents outstanding for

the period, determined using the treasury stock and if–converted methods.

Since the Company has had net losses for all periods presented,

all potentially dilutive securities are anti–dilutive.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

As of September 30, 2023 and June 30, 2023, the

Company had the following potential Common Stock outstanding which were not included in the calculation of diluted net loss per Common

Stock because inclusion thereof would be anti-dilutive:

September 30,

Series A Preferred Stock*

Series AA Preferred Stock*

Unvested early-exercised stock option*

Public warrant

* Giving retroactive effect to reverse recapitalization effected

on September 29, 2023 to reflect exchange ratio of approximately 0.2407 as described in Note 3

Stock-Based Compensation

The Company recognizes compensation costs resulting

from the issuance of stock-based awards to employees, non-employees and directors as an expense in the statements of operations over the

requisite service period based on a measurement of fair value for each stock-based award.

The fair value of each option granted is estimated

as of the date of grant using the Black-Scholes-Merton option-pricing model, net of actual forfeitures.

The fair value is amortized as

compensation cost on a straight-line basis over the requisite service period of the awards, which is generally the vesting period.

Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the Common Stock of the Company,

expected life of stock options, the expected volatility and the expected risk-free interest rate, among others.

These assumptions reflect

the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of

As a result, if other assumptions had been used,

stock-based compensation expense, as determined in accordance with authoritative guidance, could have been materially impacted.

if the Company uses different assumptions on future grants, stock-based compensation expense could be materially affected in future periods.

Mezzanine Equity

Mezzanine equity represents the Series A Preferred

Stock and Series AA Preferred Stock (collectively known as “Preferred Stock”) issued by the Company.

The shares of Preferred

Stock are mandatorily redeemable upon the occurrence of Deemed Liquidation Events outside of the Company’s control.

Therefore, the

Company classifies the Preferred Stock as mezzanine equity.

Refer to Note 12.

The Company accounts for warrants as either equity-classified

2 unchanged sentences

and ASC 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding

financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants

meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s

own Common Stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside

of the Company’s control, among other conditions for equity classification.

This assessment, which requires the use of professional

judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

The assessment considers whether the warrants are freestanding financial

instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements

for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether

the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,

among other conditions for equity classification.

This assessment, which requires the use of professional judgment, is conducted at the

time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

For issued or modified warrants that meet all

of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance.

For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded

as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter.

Changes in the estimated fair

value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

The Company accounted for the 2,215,000 Warrants

issued in the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity”

and ASC 815-40, “Derivatives and Hedging:

Contracts in Entity’s Own Equity”.

Common Stock Subject to Possible Redemption

The Company accounts for its Common Stock subject

to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common Stock

subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value.

Conditionally redeemable

Common Stock (including Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption

upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity.

times, Common Stock are classified as stockholders’ equity.

The Company’s public shares feature certain redemption rights

that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events.

Accordingly, as

of June 30, 2023 and December 31, 2022, Common Stock subject to possible redemption are presented at redemption value of $ 10.71 and

$ 10.25 per share, respectively, as temporary equity, outside of the stockholders’ equity section of the Company’s balance

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable Common

Stock to equal the redemption value at the end of each reporting period.

Increases or decreases in the carrying amount of redeemable Common

Stock are affected by charges against additional paid in capital or accumulated deficit if additional paid in capital equals to zero.

The Company determined that upon further review of the warrant agreements, the Company concluded that its warrants qualify for equity

accounting treatment.

Upon completion of the business combination,

all of UPTD’s public warrants remain outstanding were replaced by the Company’s public warrants.

The Company treated such

warrants replacement as a warrant modification and no incremental fair value was recognized.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentration of credit risk consist of a cash account in a financial institution.

The Company has not experienced losses

on this account and management believes the Company is not exposed to significant risks on such account.

As of June 30, 2023 and December

31, 2022, no balance was over the Federal Deposit Insurance Corporation (FDIC) limit.

the Company to concentration of credit risk consist of two cash accounts in a financial institution located in the United States.

Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

FDIC provides standard insurance coverage of $ 250,000 per insured bank, for each account ownership category.

As of September 30, 2023

and June 30, 2023, the Company had not experienced losses on these accounts.

Risks and Uncertainties

Management continues to evaluate the impact of inflation rates, the

continuing military action in Ukraine, and Israel’s war against Hamas on the industry and has concluded that these factors could

have a negative effect on the Company’s financial position and/or results of its operations.

The specific impact of these factors

is not readily determinable as of the date of these unaudited condensed consolidated financial statements.

The unaudited condensed consolidated

financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company’s future success depends on the Company and Eureka’s

ability to retain key employees, directors, and advisors and to attract, retain and motivate qualified personnel.

The Company relies on

Eureka to provide certain technical assistance to facilitate the Company’s exploitation of the intellectual property licensed by

Eureka, and Eureka will be solely responsible for the manufacture and supply of clinical quantities of the licensed products and final

filled and finished (including packaged) drug product form of the licensed products.

Pursuant to the Services Agreement, Eureka currently

performs or supports the Company’s important research and development activities.

The Services Agreement (see Note 10) may be terminated

by mutual agreement at any time.

Following the termination of, or the expiration of the term of, the Services Agreement, the Company may

not be able to replace the research and development-related services that Eureka provides or enter into appropriate third-party arrangements

on terms and conditions, including cost, comparable to those that the Company will receive from Eureka.

Additionally, after the Services

Agreement terminates, the Company may be unable to sustain the research and development-related services at the same levels or obtain

the same benefits as when the Company was receiving such services and benefits from Eureka.

If the Company is required to operate these

research and development functions separately in the future, or are unable to obtain them from other providers, the Company may not be

able to operate the Company’s business effectively and could result in a material adverse effect.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its asse ts

and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize

the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).

The following

fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order

to value the assets and liabilities:

Level 1 - inputs to the

valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active market.

Level 2 - inputs to the

valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable

for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

3 - inputs to the valuation methodology are unobservable and significant to the fair value.

The Company accounts for income taxes under ASC

740 Income Taxes (“ASC 740”).

ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected

impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit

to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally requires a valuation allowance to be established when

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

measures the fair value of certain of its financial assets and liabilities on a recurring basis.

A fair value hierarchy is used to rank

the quality and reliability of the information used to determine fair values.

Financial assets and liabilities carried at fair value

which is not equivalent to cost will be classified and disclosed in one of the following three categories:

Level 1 — Quoted prices (unadjusted) in

active markets for identical assets and liabilities.

Level 2 — Inputs other than Level 1 that

are observable, either directly or indirectly, such as unadjusted quoted prices for similar assets and liabilities, unadjusted quoted

prices in the markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially

the full term of the assets or liabilities.

Level 3 — Unobservable inputs that are

supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company recognizes deferred tax assets and

liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for

the expected future tax benefit to be derived from tax loss and tax credit carry forwards and establishes a valuation allowance when

it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty

in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process

for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

For those benefits

to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

ASC 740 also provides

guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of June 30, 2023 and December 31, 2022.

Accounting for uncertainty in income taxes is

recognized based on a recognition threshold and measurement process for the financial statement recognition and measurement of a tax

position taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits and no amounts accrued for interest and

penalties as of September 30, 2023 and June 30, 2023.

The Company is currently not aware of any issues under review that could result

in significant payments, accruals or material deviation from its position.

The Company has identified the United States as

its only “major” tax jurisdiction.

The Company may be subject to potential examination

by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing

and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company may be subject to potential examination by federal

and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing and amount

of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Net Income (Loss) per Share

The Company complies with accounting and disclosure

requirements of FASB ASC 260, Earnings Per Share.

In order to determine the net income (loss) attributable to both the redeemable shares

and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable Common Stock

and non-redeemable Common Stock and the undistributed income (loss) is calculated using the total net loss less any dividends paid.

Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the

redeemable and non-redeemable Common Stock.

Any remeasurement of the accretion to redemption value of the Common Stock subject to possible

redemption was considered to be dividends paid to the public stockholders.

For the three and six months ended June 30, 2023 and 2022,

the Company has not considered the effect of the Warrants sold in the Initial Public Offering to purchase an aggregate of 2,215,000 shares

in the calculation of diluted net income (loss) per share, since the exercise of the Warrants is contingent upon the occurrence of future

events and the inclusion of such Warrants would be anti-dilutive and the Company did not have any other dilutive securities and other

contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company.

diluted income (loss) per share is the same as basic (income) loss per share for the period presented.

The net income (loss) per share presented in the

statement of operations is based on the following:

For the Three Months Ended

June 30, 2023

June 30, 2022

Basic and diluted net income/(loss) per share:

Allocation of net loss including carrying value to redemption value

$ ( 114,007 )

$ ( 177,821 )

$ ( 272,316 )

Accretion of carrying value to redemption value

Allocation of net income/(loss)

$ ( 177,821 )

$ ( 272,316 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

For the Six Months Ended

June 30, 2023

June 30, 2022

Basic and diluted net income/(loss) per share:

Allocation of net loss including carrying value to redemption value

$ ( 220,682 )

$ ( 344,204 )

$ ( 379,287 )

$ ( 121,551 )

Accretion of carrying value to redemption value

Allocation of net income/(loss)

The Company is incorporated in the State of Delaware

and is required to pay franchise taxes to the State of Delaware on an annual basis.

There is no tax sharing agreement with Eureka;

therefore, no deferred taxes were carried over from Eureka to the Company.

Research and Development Expenses

The Company charges research and development costs to operations as

The Company accrues for costs incurred by external service providers, including contract research organizations and clinical

investigators, based on its estimates of service performed and costs incurred.

These estimates include the level of services performed

by third parties, patient enrollment in clinical trials when applicable, administrative costs incurred by third parties, and other indicators

of the services completed.

Based on the timing of amounts invoiced by service providers, the Company may also record payments made to

those providers as prepaid expenses that will be recognized as expense in future periods as the related services are rendered.

and development expenses for the three months ended September 30, 2023 and 2022 primarily consisted of personnel costs for the design

and development of clinical trials, legal and professional fees, facilities related fees and enhancement of the Company’s technology

which was mainly performed by Eureka.

(Refer to Note 10 for the terms of the License Agreement and the Service Agreement).

Deferred transaction costs

Deferred transaction costs consist primarily

of expenses paid to attorneys, consultants, underwriters, and others related to the Merger.

Should the Merger prove to be unsuccessful,

these deferred costs, as well as additional expenses to be incurred, will be charged to expenses.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Effective July 1, 2022, the Company adopted ASU

2016-02, “Leases” (Topic 842), and elected the practical expedients that does not require us to reassess:

(1) whether any

expired or existing contracts are, or contain, leases, (2) lease classification for any expired or existing leases and (3) initial direct

costs for any expired or existing leases.

For lease terms of twelve months or fewer, a lessee is permitted to make an accounting policy

election not to recognize lease assets and liabilities.

If any of the following criteria

are met, the Company classifies the lease as a finance lease:

lease transfers ownership of the underlying asset to the lessee by the end of the lease term;

lease grants the lessee an option to purchase the underlying asset that the Company is reasonably

certain to exercise;

lease term is for a major part of the remaining economic life of the underlying asset;

present value of the sum of the lease payments and any residual value guaranteed by the lessee,

that is not otherwise included in the lease payments substantially exceeds all of the fair

value of the underlying asset;

underlying asset is of such a specialized nature that it is expected to have no alternative

use to the lessor at the end of the lease term.

Leases that do not meet any of the above criteria

are accounted for as operating leases.

The Company combines lease and non-lease components

in its contracts under Topic 842, when permissible.

Operating lease right-of-use (“ROU”)

asset and lease liability were recognized at the adoption date of July 1, 2022, based on the present value of lease payments over the

Since the implicit rate for the Company’s leases is not readily determinable, the Company uses its incremental borrowing

rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental

borrowing rate is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, an amount equal to the

lease payments, in a similar economic environment and over a similar term.

In the event of lease modification, the Company

followed ASC 842-10-25 through 25-12, “lessee accounting for a modification that is not accounted for as a separate contract,”

to remeasure and reallocate the remaining consideration in the lease agreement, and reassess the classification of the lease at the effective

date of the modification.

The Company reviews the impairment of its ROU

asset consistent with the approach applied for its other long-lived assets.

The Company reviews the recoverability of its long-lived

assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable.

The assessment

of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax

cash flows of the related operations.

The Company has elected to include the carrying amount of operating lease liability in any tested

asset group and includes the associated operating lease payments in the undiscounted future pre-tax cash flows.

Segment reporting

The Company accounted for segment reporting in

accordance with ASC 280, “Segment Reporting”.

Based on qualitative and quantitative criteria established by ASC 280,

the Company considers itself to be operating within one reportable segment.

Recent Accounting Pronouncements

The Company does not believe recently issued but

not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated

financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 3 — Reverse recapitalization

Upon the consummation of the Business Combination, the following transactions

(collectively, the “Transactions”) were completed, based on the Company’s capitalization as of September 29, 2023:

● each share of common stock, par value $ 0.0001 per share, of Merger

Sub issued and outstanding immediately prior to the effective time of the Business Combination (“ Effective

Time”) was no longer outstanding and thereupon were converted into and become one validly issued fully paid and non-assessable share

of Common Stock, par value $ 0.001 per share, of the Company and all such shares constituted the only outstanding shares of capital stock

of the Company as of immediately following the Effective Time;

● The UPTD Units were automatically separated into underlying Common

Stock and UPTD Warrants and are no longer be traded on the open market following the Closing;

● Estrella issued 500,000 shares of Series A Preferred Stock to White

Lion for $ 500,000 and 250,000 shares of Series A Preferred Stock to White Lion as commitment fee pursuant to the Common Stock Purchase

Agreement immediately prior to the Effective Time;

● Estrella issued (i) 1,520,000 shares of Series A Preferred Stock were

issued to Lianhe World for $1,520,000, (ii) 1,000,000 shares of Series A Preferred Stock were issued to CoFame for $1,000,000, (iii) 730,000

shares of Series A Preferred Stock were issued to Tiger for $730,000 for deferred commission, (iv) 2,000,000 shares of Series A Preferred

Stock were issued to Smart Crest for $2,000,000;

(v) 2,000,000 shares of Series A Preferred Stock were issued to Xiao for $2,000,000 and

(vi) 2,000,000 shares of Series A Preferred Stock were issued to Wang for $2,000,000, immediately prior to the Effective Time ;

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

● Estrella issued an unsecured 30-day promissory note to Hongbin Zhang in the principal amount of $ 0.3 million with an interest rate of 12 % per annum

● Each share of Series A Preferred Stock and Series AA Preferred Stock

that was issued and outstanding immediately prior to the Effective Time was automatically converted into a number of shares of Estrella

Common Stock;

● Each share of Estrella Common Stock was converted into 0.2407 shares

of Company Common Stock;

● The Company issued 500,000 shares of Common Stock to each of Plentiful

Limited and Lianhe World, respectively.

The following table presents the number of the

Company’s Common Stock issued and outstanding immediately following the Reverse Recapitalization:

UPTD’s Common Stock outstanding prior to Reverse Recapitalization

redemption of UPTD’s Common Stock

Common Stock issued to PIPE investment

Conversion of Estrella’s Common Stock into UPTD’s Common Stock

Total Common Stock outstanding

determined to be the accounting acquirer given that Estrella effectively controlled the Company upon consummation of the Business

The transaction is accounted for as a reverse recapitalization, which is equivalent to the issuance of Common Stock by

Estrella for the net monetary assets of UPTD, accompanied by a recapitalization.

Estrella was determined as the accounting acquirer

and the historical financial statements of Estrella became the Company’s historical financial statements, with retrospective

adjustments to give effect of the reverse recapitalization.

The net assets of UPTD were recognized as of the Closing Date at

historical cost, with no goodwill or other intangible assets recorded.

Operations prior to the Closing Date are those of Estrella and

Estrella’s operations are the only ongoing operations of the Company.

In connection with

the Reverse Recapitalization, the Company raised approximately $ 726,339 of proceeds, presented as cash flows from financing

activities, which included the contribution of $ 8,138,230 of funds held in UPTD’s trust account, $ 9,782 of cash held in

UPTD’s operating cash account, net of $ 5,072,945 payable to UPTD’s public stockholders to

redeem 467,122 public shares of UPTD’s Common Stock, $ 1,640,128 in transaction costs incurred by UPTD, and

$ 708,600 prepayment of working capital loans issued to UPTD’s related parties.

The following table reconcile the elements of

the Reverse Recapitalization to the unaudited condensed consolidated statements of cash flows and the changes in shareholders’

equity (deficit):

September 29,

Funds held in UPTD’s trust account

Funds held in UPTD’s operating cash account

amount payable to redeem public shares of UPTD’s Common Stock

( 5,072,945 )

payments of transaction costs incurred by UPTD

( 1,640,128 )

repayments of working capital loan – related parties of UPTD

Proceeds from the Reverse Recapitalization

non-cash net deficit assumed from UPTD

( 1,200,316 )

Denominators:

Weighted-average shares outstanding

Basic and diluted net income/(loss) per share

Recent Accounting Pronouncements

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed

consolidated financial statements.

In August 2020, the FASB issued ASU 2020-06,

“Debt – Debt Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s

Own Equity (Subtopic 815-40)”.

This ASU addresses issues identified as a result of the complexity associated with applying generally

accepted accounting principles (GAAP) for certain financial instruments with characteristics of liabilities and equity.

For convertible

instruments, FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock.

Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared

with current GAAP.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion

features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify

for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which

the premiums are recorded as paid-in capital.

The amendments in this Update are effective for public business entities that meet the definition

of an SEC filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after

December 15, 2021, including interim periods within those fiscal years.

For all other entities, the amendments are effective for

fiscal years beginning after December 15, 2023, including interim periods within those fiscal years.

Early adoption is permitted,

but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

FASB specified

that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The Company has not early adopted this update

and it will become effective on January 1, 2024 as the Company is qualified as an emerging growth company.

The Company believes the adoption

of this ASU would not have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 3 — Investments Held in Trust Account

As of June 30, 2023 and December 31, 2022, assets

held in the Trust Account were comprised of $ 9,792,271 and $ 9,671,375 , respectively, in money market funds which are invested in U.S.

Treasury Securities.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicates the

fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Trust Account - U.S.

Treasury Securities Money Market Fund

Note 4 — Initial Public Offering

Pursuant to the Initial Public Offering on July

19, 2021, the Company sold 4,000,000 Units at $ 10.00 per Public Unit, which does not include the 45 -day option of the exercise of the

underwriters’ 600,000 over-allotment option.

On July 21, 2021, the underwriters partially exercised the over-allotment option and

purchased 430,000 Option Units at a price of $ 10.00 per Option Unit, generating gross proceeds of $ 4,300,000 .

The remaining 170,000 Option Units were expired

on September 1, 2021.

Transaction costs in connection with the Initial Public Offering and the issuance and sale of Option Units amounted

to $ 3,019,474 , consisting of $ 886,000 of underwriting fees, $ 1,550,500 of Business Combination Fee (defined in Note 8 below) and $ 582,974

of other offering costs.

Each Unit has an offering price of $ 10.00 and

consists of one share of the Common Stock and one-half of one redeemable Warrant.

The Company will not issue fractional shares.

the warrants must be exercised in multiples of one whole Warrant.

Each whole Warrant entitles the holder thereof to purchase one share

of the Company’s Common Stock at a price of $ 11.50 per share, and only whole Warrants are exercisable.

The Warrants will become

exercisable on the later of 30 days after the completion of the Company’s initial Business Combination or 12 months from the closing

of the Initial Public Offering, and will expire five years after the completion of the Company’s initial Business Combination or

earlier upon redemption or liquidation.

All of the 4,430,000 public shares sold as part

of the Units in the Initial Public Offering contain a redemption feature which allows for the redemption of such public shares if there

is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s

amended and restated certificate of incorporation, or in connection with the Company’s liquidation.

In accordance with the Securities

and Exchange Commission (the “SEC”) and its staff’s guidance on redeemable equity instruments, which has been codified

in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Common Stock subject to redemption to be

classified outside of permanent equity.

The Company’s redeemable Common Stock is

subject to SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99.

If it is probable

that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the

period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the

earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes

The accretion or remeasurement is treated as a deemed dividend (i.e., a reduction to retained earnings, or in absence of

retained earnings, additional paid-in capital).

As of June 30, 2023 and December 31, 2022, 910,220

shares of Common Stock subject to possible redemption reflected on the balance sheet are reconciled in the following table.

Common stock subject to possible redemption, December 31, 2021

Net distributions from issuance of Common Stock upon the Reverse Recapitalization

$ ( 473,977 )

Accretion of carrying value to redemption value

Common stock subject to possible redemption, December 31, 2022

Accretion of carrying value to redemption value

Common stock subject to possible redemption, June 30, 2023

Note 5 — Private Placement

Simultaneously with the closing of the Initial

Public Offering, the Sponsor and Tradeup INC.

purchased an aggregate of 295,000 shares of Common Stock at a price of $ 10.00 per share,

among which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC.

purchased 59,000 Private Placement Shares, generating

total proceeds of $ 2,950,000 .

On July 21, 2021, the Company consummated the sale of additional 17,200 Private Placement Shares with the

Sponsor and Tradeup INC., among which, the Sponsor purchased 13,760 Private Placement Shares and Tradeup INC.

purchased 3,440 Private

Placement Shares, at a price of $ 10.00 per Private Placement share, generating total proceeds of $ 172,000 .

The proceeds from the sale

of the Private Placement Shares were held outside of the Trust Account and is available for the payment of offering costs and for working

capital purposes.

The Sponsor will be permitted to transfer the Private Placement Shares held by them to certain permitted transferees,

including the Company’s officers and directors and other persons or entities affiliated with or related to it or them, but the transferees

receiving such shares will be subject to the same agreements with respect to such securities as the founders.

Otherwise, these Private

Placement Shares will not, subject to certain limited exceptions, be transferable or salable until 30 days after the completion of the

Company’s Business Combination.

Note 6 — Promissory Notes

As provided in an Agreement and Plan of Merger

(as it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) dated September

30, 2022 by and among the “Company and Estrella and Tradeup Merger Sub Inc., a Delaware corporation and wholly-owned

subsidiary of UPTD (“Merger Sub”), Estrella has agreed to, upon request by the Sponsors, deposit the agreed reasonable amount

to the Company’s trust in order to effectuate extension of the Company’s deadline to consummate a Business Combination.

Pursuant to the Merger Agreement, Estrella has deposited a total of six monthly extension payments of $ 45,511 from January through June

2023, or an aggregate of $ 273,066 , to the Trust Account of the Company to extend the deadline for the Company to complete the Business

Combination contemplated therein by July 19, 2023.

Each Monthly Extension Payment from Estrella was evidenced by an unsecured promissory

note (collectively, the “Estrella Notes”) issued by the Company to Estrella, each with a principal amount equal to the Monthly

Extension Payment, with substantially the same the terms and provisions.

The Estrella Notes bear no interest and are payable in full

upon the consummation of the Business Combination.

Estrella has the right, but not the obligation, to convert the Estrella Notes, in whole

or in part, respectively, into private shares of UPTD Common Stock at a price of $ 10.00 per share.

Notwithstanding the foregoing, UPTD

shall have the obligation to pay to Estrella the funds amounting to the principal amount of the Estrella Notes if the proposed Business

Combination is terminated pursuant to the Merger Agreement.

If UPTD cannot complete its initial Business Combination by July 19, 2023,

it will be forced to dissolve and liquidate pursuant to the Current Charter.

On July 17, 2023, at the 2023 Special Meeting, the stockholders

approved amending the Trust Agreement to extend the liquidation date from July 19, 2023 to July 14, 2024.

As of June 30, 2023 and December 31, 2022, the

Company had borrowings of $ 273,066 and $ 0 , respectively, under the Promissory Notes.

Note 7 — Related Party Transactions

Founder and Private Placement Shares

On January 20, 2021, the Sponsor acquired 1,150,000

founder shares for an aggregate purchase price of $ 25,000 .

On February 11, 2021, in connection with a restructure of the Sponsor, the

Sponsor forfeited 1,150,000 founder shares upon the receipt of the refund of purchase price of $ 25,000 .

On February 12, 2021, the Sponsor

acquired 920,000 founder shares for a purchase price of $ 20,000 and Tradeup INC.

acquired 230,000 founder shares for a purchase price

of $ 5,000 , respectively (collectively as the “Founder Shares”).

As of June 30, 2023 and December 31, 2022, there

were 1,107,500 Founder Shares issued and outstanding.

The aggregate capital contribution was $ 25,000 , or approximately $ 0.02 per share.

The number of Founder Shares issued was determined

based on the expectation that such Founder Shares would represent 20 % of the outstanding shares upon completion of the Initial Public

The founders have agreed not to transfer, assign

or sell 50 % of its Founder Shares until the earlier to occur of:

(A) six months after the date of the consummation of the Company’s

initial Business Combination, or (B) the date on which the closing price of the Company’s Common Stock equals or exceeds $ 12.50 per

share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day

period commencing after the Company’s initial Business Combination and the remaining 50 % of the Founder Shares may not be transferred,

assigned or sold until six months after the date of the consummation of the Company’s initial Business Combination, or earlier,

in either case, if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation,

merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange

their shares for cash, securities or other property.

On July 19, 2021, the Company consummated the

sale of 295,000 Private Placement Shares at a price of $ 10.00 per share in the Private Placement to the Sponsor and Tradeup INC., among

which, the Sponsor purchased 236,000 Private Placement Shares and Tradeup INC.

purchased 59,000 Private Placement Shares, generating gross

proceeds of $ 2,950,000 .

On July 21, 2021, the Company consummated the sale of additional 17,200 Private Placement Shares with the Sponsor

and Tradeup INC.

at a price of $ 10.00 per Private Placement share, among which, the Sponsor purchased 13,760 Private Placement Shares

and Tradeup INC.

purchased 3,440 Private Placement Shares, generating total proceeds of $ 172,000 .

The Private Placement Shares are identical

to the shares of Common Stock sold as part of the units in this Initial Public Offering, subject to limited exceptions.

The Private Placement

Shares will not be transferable, assignable or salable until 30 days after the completion of the Company’s initial Business Combination.

Working Capital Loans (Promissory Notes) — Related Parties

In order to finance transaction costs in connection

with an intended initial Business Combination, the founders or an affiliate of the founders or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required.

If the Company completes the initial Business

Combination, it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use

a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would

be used for such repayment.

Up to approximately $ 1,200,000 of such loans may be convertible into Private Placement Shares, at a price

of $ 10.00 per share at the option of the lender.

On July 25, 2022, the Company issued (i) Note

A in the amount of $ 204,000 to Running Lion, which is wholly owned and controlled by Mr.

Weiguang Yang, the Co-Executive Officer and director

of the Company and (ii) the Note B in the amount of $ 294,600 to Tradeup INC., one of the Founders.

The proceeds of the Notes, which may

be drawn down from time to time until the Company consummates its initial Business Combination, will be used as general working capital

In December 2022, the Sponsor loaned the

Company $ 50,000 to cover certain operating expenses of the Company and such balance was converted into a promissory note on January 19,

2023 with the same term as the working capital loans as discussed below.

On March 3, 2023, the Company issued an unsecured

promissory note in the amount of $ 50,000 to Tradeup INC.

for working capital purposes with the same term as the working capital loans

as discussed below.

On June 6, 2023, the Company issued an unsecured

promissory note in the amount of $ 60,000 to Tradeup INC.

for working capital purposes with the same term as the working capital loans

as discussed below.

The Notes (as defined below) bear no interest

and are payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date

of expiry of the term of the Company (“Maturity Date”).

The following shall constitute an event of default:

(i) a failure

to pay the principal within five business days of the Maturity Date;

(ii) the commencement of a voluntary or involuntary bankruptcy action,

(iii) the breach of the Company’s obligations thereunder;

(iv) any cross defaults;

(v) an enforcement proceedings against the Company;

and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Notes may

be accelerated.

The Payees respectively have the right, but not

the obligation, to convert their Notes, in whole or in part, respectively, into Conversion Shares, as described in the prospectus of the

Company (File Number 333-253322), by providing the Company with written notice of the intention to convert at least two business days

prior to the closing of the Business Combination.

The number of Conversion Shares to be received by the Payees in connection with such

conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such Payee by (y) $ 10.00 .

As of June 30, 2023 and December 31, 2022, the

Company had borrowings of $ 658,600 and $ 498,600 , respectively, under the working capital loans.

Note 8 — Commitments & Contingencies

Risks and Uncertainties

Management is currently evaluating the impact

of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect

on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily

determinable as of the date of these unaudited condensed consolidated financial statements.

The unaudited condensed consolidated financial

statements do not include any adjustments that might result from the outcome of this uncertainty.

The shares and

corresponding capital amounts and all per share data related to the Company’s outstanding Common Stock prior to the Reverse

Recapitalization have been retroactively adjusted using the Exchange Ratio of 0.2407.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 4 — Cash Held in Trust Account

The Company had cash held in a trust account,

carried over from UPTD upon the consummation of the Business Combination.

Such balance held in trust account was designated to pay UPTD’s

shareholders who redeemed public shares of UPTD’s Common Stock before the consummation of the business combination.

On October 3,

2023, the remaining balance of cash held in trust account was disbursed to the UPTD’s shareholder as mentioned above.

Note 5 — Extension Note Receivable

Pursuant to Merger Agreement, Estrella agreed

to, upon request by UPTD, deposit the agreed reasonable amount to UPTD’s trust account in order to effectuate extension of UPTD’s

deadline to consummate a business combination.

Pursuant to the Merger Agreement, as of June 30, 2023, a total of $ 273,066 of six monthly

extension payments, each in the principal amount of $ 45,511 , would be deposited into the Trust Account of UPTD, all of which were sourced

by loans from Estrella (the “Extension Notes”).

The Extension Notes bear no interest and was settled between Estrella

and UPTD upon the consummation of the Business Combination on September 29, 2023.

Note 6 — Other payables and accrued

September 30,

Accrued professional fees (i)

Bonus payable to executive officers (ii)

Total other payables and accrued liabilities

(i) The balance of accrued professional fees represented amount due to third parties service providers which include audit fee, legal fee and consulting fee related to capital raising, and consulting fee related research and development.

(ii) Bonus payable to executive officer represents balance payable to the Company’s executive officer in recognition for services they rendered.

Note 7 — Stock redemption payable

Stock redemption payable represents the balance payable to UPTD’s

shareholders related to the redemption of public shares of UPTD’s Common Stock before the consummation of the business combination.

On October 3, 2023, such balance was paid in full through the Company’s investment held in trust account.

(see Note 4).

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 8 — Commitments &

Contingencies

Manufacturing Commitment

On June 28, 2022, Eureka and the Company entered

into the License Agreement under which Eureka granted to the Company a license under certain intellectual property controlled by Eureka

for exploitation by the Company in the Company’s territory under the License Agreement (the “Licensed Territory”).

will be solely responsible for the manufacture and supply of clinical quantities of the licensed products and final filled and finished

(including packaged) drug product form of the licensed products for development and commercialization purposes in the field both in the

Licensed Territory and elsewhere.

Refer to Note 10.

Equity Financing Commitment

On April 20, 2023, UPTD entered into a Common Stock purchase agreement

(as amended on April 26, 2023 and from time to time, the “Common Stock Purchase Agreement”) and a related registration rights

agreement (the “White Lion RRA”) with White Lion.

Pursuant to the Common Stock Purchase Agreement, following the Closing,

the Company has the right, but not the obligation to require White Lion to purchase, from time to time, up to the lesser of (i) $ 50,000,000

in aggregate gross purchase price of newly issued shares of Common Stock of the Company subject to certain limitations and conditions

set forth in the Common Stock Purchase Agreement, including, among others, the initial and any subsequent registration statement for the

Equity Line Shares being declared effective by the SEC and remaining effective during the term of the Common Stock Purchase Agreement.

No registration statement for the Equity Line Shares had been declared effective as of the date hereof.

In addition, under Nasdaq listing

rules, the Company is not permitted to issue any Equity Line Shares under the Common Stock Purchase Agreement if such issuance would equal

20 % or more of the Company’s outstanding common stock without obtaining majority approval by our stockholders, which had not been

obtained as of the date hereof.

Registration Rights

The holders of the Founder Shares, Private Placement

Shares and Common Stock that may be issued upon conversion of working capital loans will be entitled to registration rights pursuant to

a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering, requiring the Company to

The holders of the

majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent

to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant

to Rule 415 under the Securities Act.

The holders of 312,200 shares of Common Stock that were issued to the

initial stockholders of UPTD (the “Founder Shares”) and of 1,107,500 shares of Common Stock issued to certain investors in

a private placement in connection with UPTD’s initial public offering (the “Private Shares”) are entitled to registration

rights pursuant to a Registration Rights Agreement, dated July 14, 2021, among TradeUP Acquisition Corp., TradeUP Acquisition Sponsor

LLC and certain security holders named therein.

The Company assumed the obligations of UPTD under such agreement upon consummation of

the Business Combination.

The holders of the majority of these securities are entitled to make up to three demands, excluding short form

demands, that the Company registers such securities.

In addition, the holders have certain “piggy-back” registration rights

with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the

Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

We are also obligated to file a registration

statement for the (i) Equity Line Shares that we may issue to White Lion pursuant to the Common Stock Purchase Agreement and White Lion

RRA, (ii) up to 2,225,000 shares of Common Stock issuable upon exercise of the Warrants and (iii) the shares issued or that will be issued

pursuant to the Subscription Agreements.

The Company will bear the expenses incurred in connection with the filing of any such registration

Underwriters Agreement

The Company granted the underwriters a 45 -day

option from the date of the Initial Public Offering to purchase up to an additional 600,000 Option Units to cover over-allotments,

On July 21, 2021, the Underwriters partially exercised the over-allotment option and purchased 430,000 Option Units at a price

of $ 10.00 per Option Unit, generating gross proceeds of $ 4,300,000 .

The Company paid an underwriting discount of 2.00 % of the gross proceeds

of the Initial Public Offering and the sale of Option Units or $ 886,000 to the underwriters at the closing of the Initial Public Offering

and the sale of Option Units.

Business Combination Marketing Agreement

The Company has engaged US Tiger Securities, Inc.,

EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) and R.F.

Lafferty & Co., Inc.

the representatives (the

“Representatives”) of the underwriters of the Initial Public Offering in connection with a Business Combination to assist

the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes,

introduce the Company to potential investors that are interested in purchasing the Company’s securities in connection with a Business

Combination, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases

and public filings in connection with the Business Combination.

The Company is obligated to pay the Representatives a cash fee (the “Business

Combination Fee”) pursuant to a Business Combination Marketing Agreement for such services upon the consummation of the Company’s

initial Business Combination, equal to 3.5 % of the gross proceeds of the Initial Public Offering and the sale of over-allotment Option

Units as discussed in Note 9.

Common Stock Purchase Agreement

On April 20, 2023, the Company entered into a

common stock purchase agreement (the “Common Stock Purchase Agreement”) and a related registration rights agreement (the “RRA”)

with White Lion Capital, LLC, a Nevada limited liability company (“White Lion”).

Pursuant to the Common Stock Purchase Agreement,

the Company has the right, but not the obligation to require White Lion to purchase, from time to time following consummation of the business

combination contemplated by the Merger Agreement, up to $ 50,000,000 in aggregate gross purchase price of newly issued shares of the common

stock, par value $ 0.0001 per share, of the post combination entity after the business combination with Estrella (the “New Estrella

Common Stock”), subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement.

On April 26, 2023, the Company and White Lion

entered into an amendment to the Common Stock Purchase Agreement (the “Amendment”).

Pursuant to the Amendment, the Company

agrees that it will, immediately prior to the closing of the proposed business combination with Estrella, cause Estrella to issue to White

Lion an aggregate of 250,000 shares of Estrella’s Series A preferred stock, par value $ 0.0001 per share, which the parties have

acknowledged has a value of $ 250,000 .

The Company is obligated under the Common Stock

Purchase Agreement and the RRA to file a registration statement with the SEC to register the New Estrella Common Stock under the Securities

Act of 1933, as amended, for the resale by White Lion of shares of New Estrella Common Stock that the Company may issue to White Lion

under the Common Stock Purchase Agreement.

Note 9 — Deferred Underwriters’

Business Combination Fees

is obligated to pay the Representatives a deferred Business Combination Fee equal to 3.5 % of the gross proceeds of the Initial

Public Offering and the sale of over-allotment Option Units.

Upon completion of the Business Combination, $ 1,550,500 will be paid to the

underwriters from the funds held in the Trust Account.

Note 10 — Stockholders’ Deficit

Preferred stock —The Company

is authorized to issue 1,000,000 shares of preferred stock, par value $ 0.0001 per share and with such designations, voting and other rights

and preferences as may be determined from time to time by the company’s board of directors.

As of June 30, 2023 and December 31,

2022, there were no preference shares issued or outstanding.

Common stock — The Company

is authorized to issue up to 30,000,000 shares of Common Stock, par value $ 0.0001 per share.

As of June 30, 2023 and December 31, 2022,

there were 1,419,700 shares of Common Stock issued and outstanding, excluding 910,220 shares of Common Stock subject to possible redemption.

Common stockholders of record are entitled to

one vote for each share held on all matters to be voted on by stockholders.

The Company’s stockholders are entitled to receive ratable

dividends when, as and if declared by the board of directors out of funds legally available therefor.

Warrants — In July 2021, the

Company issued 2,215,000 Warrants in connection with the Initial Public Offering and the sale of the Option Units.

Each whole Warrant

entitles the registered holder to purchase one whole share of the Company’s Common Stock at a price of $ 11.50 per share, subject

to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Initial Public Offering or

the completion of the initial Business Combination.

Pursuant to the warrant agreement, a warrant holder may exercise its Warrants only

for a whole number of shares of Common Stock.

This means that only a whole Warrant may be exercised at any given time by a warrant holder.

No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade.

The Warrants will expire five years

after the completion of the Company’s initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption

or liquidation.

Contingencies

From time to time, the Company is or may be party

to certain legal proceedings, as well as certain asserted and un-asserted claims.

Amounts accrued, as well as the total amount of reasonably

possible losses with respect to such matters, individually and in the aggregate, are not deemed to be material to the unaudited condensed

consolidated financial statements.

In some instances, the Company may be required

to indemnify its licensors for the costs associated with any such adversarial proceedings or litigation.

Third parties may assert infringement

claims against the Company, its licensors or its strategic collaborators based on existing patents or patents that may be granted in the

future, regardless of their merit.

There is a risk that third parties may choose to engage in litigation or other adversarial proceedings

with the Company, its licensors or its strategic collaborators to enforce or otherwise assert their patent rights.

Note 9 — Collaboration Agreement

On October 29, 2021, Eureka, entered into a Collaboration

Agreement with Imugene Ltd, a clinical stage immune-oncology company to evaluate Imugene’s CF33-CD19t, its oncolytic virus onCARlytics

technology in combination with Eureka’s CD19 ARTEMIS T-cell therapy for the treatment of solid tumors.

On June 28, 2022, as part of the Separation, Eureka

contributed and assigned the Collaboration Agreement to Estrella.

Pursuant to the Collaboration Agreement, Estrella and Imugene have each

granted to the other a royalty free, non-exclusive, worldwide license, with the right to grant and authorize sublicenses, to their respective

technologies to conduct the research activities each is responsible for performing under the research plan set forth in the Collaboration

The research plan is required to be reviewed no less frequently than every six to eight months by a joint steering committee

comprised of participants from each of Estrella and Imugene.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Allocation of Costs, unless otherwise agreed

by the Parties in connection with a given Research Plan and associated Research Budget:

Eureka will be responsible for all FTE and other internal costs incurred in the performance of all Eureka Research Activities,

as defined in the Collaboration Agreement;

Imugene will be responsible for all FTE and other internal costs incurred in the performance of all Imugene Research Activities,

as defined in the Collaboration Agreement;

Eureka and Imugene will share equally (50:50) the out-of-pocket costs set forth in the applicable Research Budget plus Allowable

Overruns, as defined in the Collaboration Agreement.

If either Party incurs out-of-pocket costs in excess of the amount budgeted therefor

in the applicable Research Budget plus Allowable Overruns, then the other Party will not be responsible for its 50 % share to the extent

in excess of such budgeted amount plus Allowable Overruns, unless the joint steering committee (“JSC”) approves such excess

costs (either before or after such costs have been incurred).

The Company and Eureka recorded the costs associated

with the Collaboration Agreement as research and development expenses in the amount of $ 29,498 and $ 24,186 , for the three months ended

September 30, 2023 and 2022, respectively.

On May 15, 2023, Estrella assigned a cost

reimbursement receivable of $ 27,169 from Imugene under the Collaboration Agreement to Eureka.

There was no impact on Estrella’s

statements of operations.

Note 10 — Related Party Transactions

License Agreement

On June 28, 2022, in connection with the Contribution

Agreement, Eureka, Eureka Cayman and Estrella entered a License Agreement under which Eureka and Eureka Cayman granted to Estrella a license

under certain intellectual property controlled by Eureka for exploitation by Estrella in the Licensed Territory, which primarily includes

the United States and the rest of the world, excluding China and the Association of Southeast Asian Nations.

Pursuant to the License Agreement, (1) Eureka

will be solely responsible for the manufacture and supply of clinical quantities of the licensed products and final filled and finished

(including packaged) drug product form of the licensed products (“Drug Product”) for development and commercialization purposes

in the field both in the Licensed Territory and elsewhere, and (2) during the term of the License Agreement, Eureka will manufacture and

supply, either itself or through an affiliate or a third party contract manufacturer, all of Estrella’s and its related parties’

clinical quantities requirements of Drug Product for Estrella’s and its related parties’ development activities with respect

to the licensed products in the field in the Territory conducted in accordance with this agreement.

Eureka and Estrella will use good

faith efforts to negotiate and enter into a clinical supply agreement on reasonable and customary terms for the supply of Drug Product

by Eureka to Estrella at a price equal to the fully burdened cost (the “Clinical Supply Agreement”), and a related quality

agreement, which agreements will govern the terms and conditions of the manufacturing and clinical supply of Drug Product to Estrella.

Furthermore, Eureka and Estrella’s collaboration will be overseen by a JSC.

Eureka and Estrella will initially appoint one representative

to the JSC, with each representative having knowledge and expertise in the development and commercialization of products similar to the

licensed products and having sufficient seniority within the applicable party to provide meaningful input and make decisions arising within

the scope of the JSC’s responsibility.

The License Agreement requires Estrella to make

certain payments, including (a) an “upfront” payment of $ 1,000,000 , payable in 12 equal monthly installments, (b) “milestone”

payments upon the occurrence of certain events related to development and sales, with potential aggregate multi-million dollar payments

upon FDA approval, and (c) royalty payments of a single digit percentage on net sales.

As of September 30, 2023 and June 30, 2023, Estrella

had remaining balance of account payable - related party amounted to $ 833,333 , related to License Agreement’s upfront payment.

of September 30, 2023, one development milestone payment in the amount of $ 50,000 related to the submission of EB103 to the FDA was earned

by Eureka under the Agreement.

Such amount was accrued by Estrella and outstanding as of September 30, 2023 and June 30, 2023.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Services Agreement

On June 28, 2022, Estrella entered a Services

Agreement with Eureka.

Pursuant to the Services Agreement, Eureka will perform certain services for Estrella related the transfer of certain

technology and the provision of certain technical assistance to facilitate Estrella’s exploitation of the intellectual property

licensed by Eureka to Estrella under the License Agreement, and Eureka will perform such services for Estrella (the “Services”).

Under the Services Agreement, Estrella shall pay Eureka (1) $ 10,000,000 in connection with the Services payable in 12 equal monthly installments

with the first payment to be made no later than five days after the Effective date and (2) reimburse Eureka on a monthly basis for reasonable

pass-through costs incurred or paid to providers by Eureka in providing the Services.

In addition, Estrella will be charged for other

services performed by Eureka outside the scope of the Services per the Service Agreement, at a flat rate, by time or materials or as mutually

agreed upon the parties in writing.

Eureka’s service covered a period of 12

months and the service commenced on June 28, 2022.

As of September 30, 2023 and June 30, 2023, Estrella had account payable balance -

related party of $ 8,333,331 related to Service Agreement with Eureka.

As of September 30, 2023 and June 30, 2023, Estrella

accrued $ 120,980 and $ 116,482 for pass-through costs related to clinical trials incurred by Eureka in account payable-related party, respectively.

After the closing of the business combination

on September 29, 2023, on October 10, 2023 Estrella remitted $ 9,334,475 to Eureka.

Series AA Preferred Stock

On June 28, 2022, Estrella and Eureka entered

into the Contribution Agreement pursuant to which Eureka agreed to contribute and assign to Estrella all right, title and interest in

and to the Assets in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock.

(Refer to Note 12) As of September

30, 2023 and June 30, 2023, Eureka collectively owned 71.8 % and 92.1 % of Estrella on a fully diluted basis, respectively.

On July 6, 2022, Estrella entered into an office

lease contract with Eureka, to lease a 428 square feet office with $ 2,000 monthly lease payment.

Under the original lease contract, the

sublease agreement is commenced on August 1, 2022 and expires on September 30, 2023.

In November 2022, the sublease’s expiration

date was amended to July 31, 2023.

Therefore, such lease contained a lease term for 12 months and less after amendment.

Estrella elected

not to apply the ROU and lease liability recognition requirements to above mentioned short-term lease as the modified lease term was less

than twelve months.

As a result of the lease amendment, Estrella then reduced the corresponding ROU and lease liability to $ 0 and continued

to recognize the lease monthly payments in profit or loss on a straight-line basis over the remaining lease term period.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

For the three months ended September 30, 2023 and 2022, the Company

incurred $ 2,000 and $ 6,000 rent expense from Eureka, respectively.

(Refer to Note 15) As of September 30, 2023 and June 30, 2023, the

outstanding balance of lease payments of $ 24,000 and $ 22,000 was recorded as accrued liability - related party on the Company’s

condensed consolidated balance sheets, respectively.

Note 11 — Promissory note

On September 29, 2023, Estrella issued an unsecured

promissory note to Hongbin Zhang, in the aggregate principal amount of $ 300,000 (the “Unsecured Note”).

Interest shall begin

accruing on September 29, 2023 at a rate of 12 % per annum until the outstanding amount has been paid in full.

The Unsecured Note matures

on October 30, 2023 and was paid in full on October 27, 2023.

Note 12 — Preferred Stock

Series AA Preferred Stock

On June 28, 2022, Estrella and Eureka entered

into the Contribution Agreement pursuant to which Eureka contributed and assigned to Estrella all right, title and interest in and to

the Assets in exchange for 105,000,000 shares of Estrella’s Series AA Preferred Stock.

In accordance with ASC 805 “Common

control transactions.” The transfer of the Assets was accounted for by Estrella at historical carrying values.

Series A Preferred Stock

On June 28, 2022, Estrella entered into a Series

A Preferred Stock Purchase Agreement with an accredited third-party investor to raise gross proceeds of $ 5,000,000 by issuing 5,000,000

shares of its Series A Preferred Stock.

The shares of Series A Preferred Stock were sold for $ 1.00 per share.

On each of July 31, 2023 and September 18, 2023,

an aggregate of six third party investors executed joinders to Estrella’s Series A Preferred Stock Purchase Agreement.

to the joinders, such investors agreed to purchase an aggregate of 9,250,000 shares of Estrella’s Series A Preferred Stock for $ 9,250,000

immediately prior to the effective time of Estrella’s merger with UPTD.

Subsequently and immediately prior to the effective time

of the merger with UPTD, such shares of Estrella’s Series A Preferred Stock converted into Estrella Common Stock and then into Merger

Consideration Shares based on an exchange ratio of 0.2407 determined by the total number of shares of Estrella Common Stock outstanding

immediately prior to the Effective Time in accordance with the Merger Agreement.

In addition, immediately prior to the Effective Time,

500,000 shares of Estrella’s Series A Preferred Stock were issued to White Lion for $ 500,000 and 250,000 shares of Estrella’s

Series A Preferred Stock were issued to White Lion in consideration for its commitments under the Common Stock Purchase Agreement pursuant

to the Joinder to the Series A Preferred Stock Purchase Agreement between Estrella and White Lion, dated April 20, 2023, as further described

in Note 8 above.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

The significant terms of the Series A, Series

AA Preferred Stocks issued by Estrella are as follows:

Dividend Rights

Each holder of Preferred Stock shall be entitled

to receive only when, as and if declared by the board of directors, out of any funds and assets legally available therefor, dividends

on a pari passu basis at the rate of 8 % of the original issue price of $ 1.00 per share.

The dividend shall be non-cumulative and non-compounding.

Liquidation Rights

Series A Preferred Stock – In

the event of any voluntary or involuntary liquidation, dissolution or winding up of Estrella, the holders of shares of Series A Preferred

Stock then outstanding shall be entitled to be paid out of the assets of Estrella available for distribution to its stockholders or, in

the case of a Deemed Liquidation Event (as defined below), out of the consideration payable to stockholders in such Deemed Liquidation

Event or the Available Proceeds, before any payment shall be made to the holders of Series AA Preferred Stock or Common Stock by reason

of their ownership thereof, and amount per share equal to the applicable Original Issue Price, plus any dividends declared but unpaid

Series AA Preferred Stock – After

payment of the full liquidation preference of the Series A Preferred Stock, then in the event of any voluntary or involuntary liquidation,

dissolution or winding up of Estrella, the holders of shares of Series AA Preferred Stock then outstanding shall be entitled to be paid

out of the assets of Estrella available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, out of the

consideration payable to stockholders in such Deemed Liquidation Event or the Available Proceeds.

Before any payment shall be made to

the holders of Common Stock by reason of their ownership, an amount per share equal to the applicable Original Issue Price, plus any dividends

declare but unpaid thereon.

Distribution of Remaining Assets – If

there are any remaining assets of the Estrella, such assets shall be distributed among the holders of the shares of Series A Preferred

Stock and Common Stock, prorated based on the number of shares held by each such holder, treating for this purpose all such securities

as if they had been converted to Common Stock.

Voting Rights

Each holder of outstanding shares of Series A

Preferred Stock shall be entitled to cast two (2) votes for each share of Series A Preferred Stock held by such holder and each holder

of outstanding shares of Series AA Preferred Stock shall be entitled to cast one (1) vote for each share of Series AA Preferred Stock

held by such holder.

Except as provided by law or by the other provisions of the amended and restated certificate of incorporation, holders

of Preferred Stock shall vote together with holders of Common Stock as a single class.

Conversion Rights

Each share of Preferred Stock shall be convertible,

at the option of the holder at any time and from time to time, and without the payment of additional consideration by the holder into

such number of fully paid and non – assessable shares of Common Stock as is determined by dividing the Original Issue Price by the

Conversion Price in effect at the time of conversion.

The Series A Conversion Price applicable to the Series A Preferred Stock shall initially

be equal to $ 1.00 .

The Series AA Conversion Price applicable to the Series AA Preferred Stock shall initially be equal to $ 1.00 .

A Conversion Price and the Series AA Conversion Price are referred to as “Conversion Price”.

The initial Conversion Prices

and the rate at which shares of applicable Preferred Stock may be converted into shares of Common Stock, shall be subject to adjustment

in connection with certain dilutive issuances, share split, combinations, dividends, distributions, recapitalizations, mergers, consolidations,

reclassifications, exchanges, and substitutions.

Pursuant to the Estrella’s amended and restated

certificate of incorporation, holders of the Estrella’s Preferred Stock have the following methods of conversion:

Automatic conversion

upon either (a) the closing of the sale of shares of Common Stock to the public at a price of at least $ 1.00 per share (subject to appropriate

adjustment in the event of any stock dividend, stock splits, combination or other similar recapitalization with respect to the Common

Stock), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of

1933, as amended, resulting in at least $ 50,000,000 of gross proceeds to Estrella and in connection with such offering the Common Stock

is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace

approved by the board of directors or (b) the date and time, or the occurrence of an event, specified by vote or written consent of (i)

the holders of at least a majority of the outstanding shares of Series A Preferred Stock and (ii) the holders of at least a majority of

the outstanding shares of Series AA Preferred Stock, voting separately , then (x) all outstanding shares of Preferred Stock shall automatically

be converted into shares of Common Stock, at the then effective conversion rate (y) such shares may not be reissued by Estrella.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Redemption Rights

Both Series A Preferred Stock and Series AA Preferred

Stock were mandatorily redeemable upon the occurrence of a “Deemed Liquidation Event” which includes the following:

merger or consolidation in which (a) Estrella is a constituent party or (b) a subsidiary of Estrella is a constituent party and Estrella

issues shares of its capital stock pursuant to such merger or consolidation, except any such merger or consolidation involving the Corporation

or a subsidiary in which the shares of capital stock of Estrella outstanding immediately prior to such merger or consolidation continue

to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation,

at least a majority, by voting power, of the capital stock of (i) the surviving or resulting corporation;

or (ii) if the surviving or

resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent

corporation of such surviving or resulting corporation;

or (2) (a) the sale, lease, transfer, exclusive license or other disposition,

in a single transaction or series of related transactions, by Estrella or any subsidiary of Estrella of all or substantially all the assets

of Estrella and its subsidiaries taken as a whole, or (b) the sale or disposition (whether by merger, consolidation or otherwise, and

whether in a single transaction or a series of related transactions) of one or more subsidiaries of Estrella if substantially all of the

assets of Estrella and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale, lease, transfer,

exclusive license or other disposition is to a wholly owned subsidiary of Estrella.

Estrella shall use the consideration received

by Estrella for such Deemed Liquidation Events mentioned above (net of any retained liabilities associated with the assets sold or technology

licensed, as determined in good faith by the board of directors of Estrella) , together with any other assets of Estrella available

for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available

Proceeds”), to redeem all outstanding shares of Preferred Stock at a price per share equal to the applicable liquidation amount,

which is equal to the original issue price of the Preferred Stock plus any declared but unpaid dividends.

The Series A Preferred Stock

must receive its liquidation amount prior to the Series AA Preferred Stock receives any payment.

The Series A Preferred Stock and the Series AA

Preferred Stock were accounted for under Section 480-10-S99 — Distinguishing Liabilities from Equity (FASB Accounting Standards

Codification 480) as amended by ASU 2009-04 — for Redeemable Equity Instruments (“ASU 2009-04”).

Under ASU 2009-04,

a redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event

that is not solely within the control of the issuer.

Therefore, the Company classified the Series A Preferred Stock and Series AA Preferred

Stock as temporary equity in the condensed consolidated balance sheet as of June 30, 2023.

Immediately prior to the consummation of the business combination on

September 29, 2023, all shares of Estrella Series A and Series AA Preferred Stock were converted into Estrella Common Stock and each share

of Estrella Common Stock was exchanged for shares of Common Stock at an exchange ratio of 0.2407 .

Note 13 — Stockholders’

Equity (Deficit)

Before reverse recapitalization

Given the consideration of retroactive adjustments,

upon incorporation in March 20, 2022, the Company’s authorized shares were 145,000,000 shares of Common Stock with a par value of

$ 0.0001 per share.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

After reverse recapitalization

Upon consummation of

the business combination on September 29, 2023, Each share of Estrella’s Common Stock was converted into 0.2407 shares of the Company’s

Common Stock.

The Company’s authorized

shares of Common Stock is 250,000,000 with a par value of $ 0.0001 per share (the “Common Stock”).

Given the retroactive effect

of the reverse recapitalization, as of June 30, 2023, there were 978,243 shares of Common Stock issued and outstanding.

Issuance of Common Stock upon the reverse

recapitalization (see Note 3)

On September 29, 2023, upon the consummation of

the Business Combination, the Company issued an aggregate total of 1,701,232 Common Stock to UPTD’s shareholders.

T he following table presents

the number of the Company’s ordinary shares issued upon the Reverse Recapitalization:

Ordinary Shares

UPTD’s Common Stock outstanding prior to Reverse Recapitalization

redemption of UPTD’s Common Stock

Total shares issued upon the Reverse Recapitalization

Conversion of Series A Preferred Stock and the Series AA Preferred

Immediately prior to the consummation of the business

combination on September 29, 2023, all shares of Estrella Series A and Series AA Preferred Stock were converted into Estrella Common Stock

and then into Merger Consideration Shares which is amounted to 28,888,675 shares of Common Stock based on an exchange ratio of 0.2407

determined by the total number of shares of Estrella Common Stock outstanding at the Effective Time in accordance with the Merger Agreement.

PIPE investment shares

In connection with the Merger, on September 14, 2023, UPTD entered

into subscription agreements (the “Subscription Agreements”) with each of Plentiful Limited, a Samoan limited company (“Plentiful

Limited”) and Lianhe World Limited (“Lianhe World,” together with Plentiful Limited, collectively, the “PIPE Investors”).

Concurrently with the closing of the Business Combination, the Company issued 500,000 shares of Common Stock to each of Plentiful Limited

and Lianhe World, respectively, for aggregate proceeds of $ 10,000,000 .

Within thirty days following the date of the

Closing, each PIPE Investor will also be entitled to receive 704,819 shares of Common Stock.

Within five days following the date that

is 24 months following the Closing (the “24-Month Date”), if the VWAP of Common Stock for the fifteen trading days prior

to the 24-Month Date (the “24-Month Date VWAP”) is less than $ 8.30 , then each of them will be entitled to a number of shares

of Common Stock equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor

on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00.

In connection with the reverse recapitalization,

the Company has assumed 2,215,000 Public Warrants outstanding.

Public Warrants met the criteria for equity classification.

Each whole Warrant entitles the registered holder

to purchase one whole share of the Company’s Common Stock at a price of $ 11.50 per share.

Pursuant to the warrant agreement,

a warrant holder may exercise its Warrants only for a whole number of shares of Common Stock.

This means that only a whole Warrant may

be exercised at any given time by a warrant holder.

No fractional Warrants will be issued upon separation of the Units and only whole

Warrants will trade.

The Warrants will expire five years after the completion of the Company’s initial Business Combination,

at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The Company has agreed that as soon as practicable,

15 unchanged sentences

may call the Warrants for redemption:

in whole and not in part;

whole and not in part;

● at a price of $ 0.01 per Warrant;

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

● if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on third business day before the Company send the notice of redemption to the warrant holders.

The Company accounted for the 2,215,000 Warrants

issued in the Initial Public Offering as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity”

not less than 30 days’ prior written notice of redemption (the “30-day redemption

period”) to each warrant holder;

● if, and only if, the reported last sale price of the Common Stock equals

or exceeds $ 16.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for

any 20 trading days within a 30-trading day period ending on third business day before the Company send the notice of redemption to the

warrant holders.

The Company accounted for the 2,215,000 public

Warrants assumed from the merger as equity instruments in accordance with ASC 480, “Distinguishing Liabilities from Equity”

and ASC 815-40, “Derivatives and Hedging:

Contracts in Entity’s Own Equity”.

The Company accounted for the Warrant as

an expense of the Initial Public Offering resulting in a charge directly to stockholders’ equity.

The Company estimates that the

fair value of the Warrants is approximately $ 0.8 million, or 0.36 per Unit on issuance.

Note 11 — Income Taxes

The income tax provision (benefit) consists of

the following:

Valuation allowance

Income tax provision

A reconciliation of the statutory federal income

tax rate to the Company’s effective tax rate is as follows:

Permanent difference on facilitated acquisition costs

Change in valuation allowance

Effective tax rate

The Company’s net deferred tax assets were

as follows as of:

Deferred tax assets:

Start-up/organization costs

Deferred tax liability:

Accrued dividend income

Total deferred tax assets

Valuation allowance

Deferred tax liability, net

In assessing the realization of deferred tax assets,

management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

assets, projected future taxable income and tax planning strategies in making this assessment.

After consideration of all of the information

available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets.

valuation allowance increased $ 52,200 and $ 240,133 as of June 30, 2023 and December 31, 2022, respectively.

Subsequent Events

In accordance

with ASC 855, Subsequent Events, which establishes general standards of accounting for and disclosure of events that occur after

the balance sheet date but before the financial statements are issued, the Company has evaluated all events or transactions that occurred

after the balance sheet date, up through the date when the Company issued the unaudited condensed consolidated financial statements.

Promissory Note

As a result of the 2023 Special Meeting and the

amendment to the Company’s amended and restated certificate of incorporation to extend the Combination Deadline, on or about July

19, 2023, Estrella deposited $ 37,433 into the Trust Account, as a result of which, the current Combination Deadline is August 19, 2023.

Such monthly extension payment was evidenced by a promissory note issued by the Company to Estrella in the principal amount of $ 37,432.70 .

2023, the Company issued an unsecured promissory note in the amount of $ 50,000 to Tradeup INC.

for working capital purpose, the terms

of which are substantially the same as those in the Notes.

2023 Special Meeting and Redemption

On July 17, 2023, the Company held the 2023 Special

Meeting where the Company was approved by its stockholders to adopt the amended and restated certificate of incorporation to extend the

date of the Combination Deadline from July 19, 2023 to July 14, 2024 or such earlier date as determined by the board of directors of the

Upon the stockholders’ approval, on July 17, 2023, the Company filed a certificate of amendment to the amended and restated

certificate of incorporation which became effective upon filing.

As a result of the 2023 Special Meeting, upon the stockholders’

approval, on July 17, 2023, UPTD and Wilmington entered into the amendment to the Trust Agreement.

As a result of the 2023 Special Meeting, 161,566

shares of Common Stock were rendered for redemption and approximately $ 1.73 million was released from the Trust Account to pay such redeeming

stockholders.

The Company might be subject to approximately $ 17,000 potential exercise tax liability exposures unless the business combination

with Estrella is successfully closed and the 32,500,000 shares of Common Stock as merger consideration shares are issued to stockholders

of Estrella within the same taxable year in 2023.

Binding PIPE Investment Term Sheet

On July 25, 2023, the Company entered into a binding

term sheet (the “Binding Term Sheet”) with Suma Ventures, LLC (the “Investor”), Estrella, and Eureka Therapeutics,

Inc., a Delaware corporation (“Eureka”), in connection with the proposed business combination with Estrella.

Pursuant to the Binding Term Sheet, immediately

prior to the Closing, the Investor will acquire certain payables of Estrella owed to Eureka in an amount equal to $ 6.8 million (the “Indebtedness”)

in exchange for securities of Eureka owned by the Investor.

At the Closing, the Company will issue to the Investor 680,000 Class B units

(the “New Units”), each consisting of one share of Common Stock and one share of preferred stock of the Company, and the Investor,

in exchange, will agree to irrevocably waive the Indebtedness, and release Estrella and New Estrella from all obligations under the Indebtedness.

Business Combination Meeting

On July 31, 2023, the Company held a special meeting

of stockholders in connection with the proposed business combination with Estrella (the “Business Combination Meeting”), where

the Company was approved by its stockholders, among the others, to adopt the Merger Agreement, consummate the Business Combination and

other relevant matters.

In connection with the votes to approve the proposals at the Business Combination Meeting, 650,580 public shares were rendered for redemption

with 98,074 public shares remained outstanding.

14 — Stock Based Compensation

At the special meeting of UPTD stockholders related to the Business

Combination held on July 31, 2023, UPTD’s shareholders approved the adoption of the Company’s 2023 Omnibus Incentive Plan

(the “2023 Plan”), which became effective on the Closing Date.

Upon the closing of the Business Combination, 3,520,123 shares

of Common Stock became authorized for issuance under the 2023 Plan.

As of the date hereof, no shares of Common Stock have been issued

under the Incentive Plan.

On May 27, 2022, the Company’s board of directors approved its

2022 Equity Incentive Plan (the “2022 Plan”).

The 2022 Plan provides for the grant of (i) options, (ii) share appreciation

rights, (iii) restricted share awards, (iv) restricted share unit awards, and (v) other share awards.

The aggregate number of shares of

Common Stock that may be issued pursuant to the 2022 Plan will not exceed 15,000,000 shares of Common Stock.

On May 27, 2022, the Company

granted options under the 2022 Plan to purchase 15,000,000 shares of its Common Stock to its employees, board of directors, and other

The total fair value of these stock options was approximately $ 1,638,381 .

The stock-based compensation expense recorded

in the Company’s results of operations for the three month ended September 30, 2023 and 2022, were amounted to $ 1,194,653 and $ 102,399 ,

respectively.

The breakdown of stock based compensation by

categories for the three months ended September 30, 2023 and 2022 are summarized below:

September 30,

Research and development

General and administrative

Total stock based compensation

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The intrinsic value of the granted options was

approximately $ 1.6 million.

Upon completion of the business combination on September 29, 2023, the unvested options were vested upon consummation

of the merger, under which the Company recognized the remaining unrecognized fair value as expense.

The Company estimated the fair value of the stock

options using the Black-Scholes option pricing model.

The fair value of employee stock options issued was estimated using the following

Exercise price

Estimated stock price

Expected volatility

Expected term (in years)

Risk-free interest rate

The risk-free interest rate was obtained from

Treasury rates for the applicable periods.

The Company’s expected volatility was based upon the implied volatility of a portfolio

of comparable companies.

The expected life of the Company’s options was determined using the actual remaining life of the stock

The fair value of the Common Stock input was determined by the board of directors based on a variety of factors, including valuation

prepared by a third party, the Company’s financial position, the status of development efforts within the Company, the current climate

in the marketplace and the prospects of a liquidity event, among others.

For the three months ended September 30, 2023,

no additional stock options were granted.

On May 27, 2022, all employees, the board of

directors, and other consultants elected to exercise the stock options granted by the Company early.

The total proceeds received by the

Company amounted to $ 15,000 and was recorded as other liability due to the terms of the early exercised shares, which are subject to

repurchase until such shares are vested and are required to be returned to the Company if the vesting conditions are not satisfied.

other liability account should be cleared at the time the exercised shares are vested or repurchased.

As of September 30, 2023 and June

30, 2023, the unamortized balance of the above mentioned other liability amounted to $ 0 and $ 12,725 , respectively, based on the vesting

A summary of early-exercised stock option’s

vesting activity for the year ended June 30, 2023, and for the three months ended September 30, 2023 is as follows:

Balance of unvested early-exercised stock option at June 30, 2022

Vested early-exercised stock option

( 3,887,500 )

Balance of unvested early-exercised stock option at June 30, 2023

Vested early-exercised stock option

( 10,937,500 )

Balance of unvested early-exercised stock option at September 30, 2023

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 15 — Leases

On July 6, 2022, the Company entered into an office lease contract

with Eureka, a related party.

Under the original lease contract, the sublease agreement commenced on August 1, 2022 and expires on September

In November 2022, the sublease’s expiration date was amended to July 31, 2023.

The Company’s office lease was classified

as an operating lease.

The Company’s lease agreement does not contain any material residual value guarantees or material restrictive

The Company elected not to apply the ROU and

lease liability recognition requirements to above mentioned short-term lease in accordance with ASC 842-20-25-2.

As a result of the lease

amendment, the Company then reduced the corresponding ROU and lease liability to $ 0 and continued to recognize the lease monthly payments

in profit or loss on a straight–line basis over the remaining lease term period.

Rent expense for the three month ended September

30, 2023 and 2022 was $ 2,000 and $ 6,000 , respectively.

Note 16 — Subsequent Events

In October 2023, the Company remitted approximately

$ 9.3 million to settle the account payable balance to Eureka related to the License Agreement and the Services Agreement.

In October 2023, the Company fully repaid the

promissory note balance of $ 0.3 million as indicated in Note 11.

In October 2023, the Company paid UPTD’s

shareholders approximately $ 5.1 million to settle the stock redemption payable.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements