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Item 1. Financial Statements

2024-11-14 compared with 2024-05-15 · 1058 added, 1201 removed, 92 unchanged (96% of the section changed)

FINANCIAL STATEMENTS.

ESTRELLA IMMUNOPHARMA, INC AND ITS SUBSIDIARY

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

IMMUNOPHARMA, INC

CONDENSED BALANCE SHEETS

September 30,

Current assets:

1 unchanged sentence

Prepaid expenses and other receivable

Prepaid expenses, related party

Extension note receivable

Total current assets

Deferred transaction costs

Liabilities, Preferred Stock and Stockholders’ Equity (Deficit)

Prepaid expenses - related party, non-current

Liabilities, Preferred Stock and Stockholders’ Equity

Current liabilities:

5 unchanged sentences

Total current liabilities

Non-current liabilities:

Other liability

Total non-current liabilities

Total Liabilities

2 unchanged sentences

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

0 and 1,203,695 shares issued and outstanding as of March 31, 2024 and June 30, 2023, respectively

0 shares issued and outstanding as of September 30, 2024 and June 30, 2024, 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 March 31, 2024 and June 30, 2023, respectively

Stockholders’ Equity (Deficit):

0 shares issued and outstanding as of September 30, 2024 and June 30, 2024, respectively;

Stockholders’ Equity:

Common stock, $ 0.0001 par value;

250,000,000 shares authorized;

and 978,243 shares issued as of March 31, 2024 and June 30, 2023, respectively;

36,535,980 and 978,243 shares outstanding as of March 31, 2024 and June 30, 2023, respectively*

36,610,870 shares issued as of September 30, 2024 and June 30, 2024

Additional paid-in capital

2 unchanged sentences

( 19,500,276 )

Treasury stock, at cost 74,890 and 0 shares as of March 31, 2024 and June 30, 2023, respectively

Total Stockholders’ Equity (Deficit)

( 11,742,550 )

Total 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

Treasury stock, at cost 431,723 and 321,794 shares as of September 30, 2024 and June 30, 2024, respectively

Total Stockholders’ Equity

Total Liabilities, Preferred Stock and Stockholders’ Equity

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

IMMUNOPHARMA, INC

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Operating expenses

Research and development

General and administrative

Total operating expenses

Loss from Operations

( 2,741,106 )

( 3,360,651 )

( 8,382,890 )

Loss before income taxes

( 2,741,106 )

and development

and administrative

Total operating

from Operations

( 3,376,737 )

( 1,870,497 )

Income taxes provision

( 3,376,737 )

2 unchanged sentences

$ ( 1,870,497 )

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

Weighted average common stock outstanding, basic and diluted*

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

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 STOCKHOLDERS’ EQUITY (DEFICIT)

Net loss applicable

to common stock per share, basic and diluted

Weighted average

common stock outstanding, basic and diluted

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

IMMUNOPHARMA, INC

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Preferred Stock

1 unchanged sentence

Stockholders’

Balance, July 1, 2023

$ ( 354,440 )

$ ( 19,500,276 )

Recapitalization

( 3,796,305 )

( 79,722,409 )

( 3,085,257 )

Balance, July 1, 2023

( 12,188,553 )

( 11,742,550 )

Issuance of series A preferred stock

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

( 3,611,085 )

( 14,750,000 )

( 25,277,591 )

Vesting of early exercised stock options

Stock-based compensation

Issuance of common stock for PIPE investment

Issuance of common stock upon completion of business combination

Transactions cost

( 1,801,200 )

( 1,870,497 )

Balance, September 30, 2023

$ ( 14,059,050 )

( 1,020,624 )

Balance, December 31, 2023

$ ( 15,079,674 )

Issuance of common stock for PIPE investment

Purchase of treasury stock

Balance, March 31, 2024

of treasury stock

( 3,376,737 )

Balance, July 1, 2022

( 3,376,737 )

September 30, 2024 (Unaudited)

$ ( 504,905 )

Vesting of early exercised stock options

Stock-based compensation

$ ( 22,877,013 )

Preferred Stock

AA Preferred Stock

Stockholders’

$ ( 12,188,553 )

Balance, September 30, 2022

$ ( 11,742,550 )

Recapitalization

( 3,796,305 )

Vesting of early exercised stock options

Stock-based compensation

( 79,722,409 )

( 3,085,257 )

Balance, December 31, 2022

( 12,188,553 )

( 11,742,550 )

Vesting of early exercised stock options

Stock-based compensation

of series A preferred stock

of series A and series AA preferred stock into common stock

( 3,611,084 )

( 14,750,000 )

Balance, March 31, 2023

( 25,277,591 )

of early exercised stock options

of common stock for PIPE investment

of common stock upon completion of business combination

( 1,801,200 )

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

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

Cash Flows from Operating Activities:

( 1,801,200 )

( 1,870,497 )

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

Stock-based compensation

Amortization of operating right-of-use asset, related party

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expenses - related party

( 1,870,497 )

Accounts payable - related party

September 30, 2023 (Unaudited)

$ ( 14,059,050 )

Other payables and accrued liabilities

Operating lease liability - related party

Accrued liability - related party

Franchise tax payable

Net cash used in operating activities

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

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

IMMUNOPHARMA, INC

CONDENSED STATEMENTS OF CASH FLOWS

Flows from Operating Activities:

$ ( 3,376,737 )

$ ( 1,870,497 )

Cash Flows from Investing Activities:

Loan to UPTD as extension note receivable prior to business combination

Cash released from trust account

Net cash provided by investing activities

Cash Flows from Financing Activities:

Payments of transactions cost

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

in operating assets and liabilities:

expenses and other receivable

expenses - related party

( 1,500,000 )

Net proceeds from PIPE investment

Net proceeds from issuance of Series A Preferred Stock

Net proceeds from promissory note

Repayment of promissory note

Payment of redemption payable

payable - related party

payables and accrued liabilities

liability - related party

cash used in operating activities

( 2,217,460 )

Proceeds from business combination

Purchase of treasury stock

Net cash provided by financing activities

Net Change in Cash

Flows from Investing Activities:

to UPTD as extension note receivable prior to business combination

cash used in investing activities

Flows from Financing Activities:

proceeds from PIPE investment

proceeds from issuance of Series A Preferred Stock

proceeds from promissory note

from business combination

of treasury stock

cash (used in) provided by financing activities

Change in Cash

( 2,367,925 )

Cash at beginning of period

Cash at end of period

Supplemental Cash Flow Information

Cash paid for income tax

Cash paid for interest

Supplemental Disclosure of Non-cash Financing Activities

Deferred transaction costs included in other payables and accrued liabilities

Recognition of related party operating right-of-use asset and lease liability

Conversion of Series A prefer stock into common stock

Conversion 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 Statements

Note 1 — Organization and Business Operation

Description of business

Estrella Immunopharma, Inc., a Delaware corporation,

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

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.

and cash equivalents at beginning of the period

and cash equivalents at end of the period

Cash Flow Information

paid for income tax

paid for interest

Disclosure of Non-cash Financing Activities

of Series A prefer stock into common stock

of deferred underwriting commission payable into Series A preferred stock

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

IMMUNOPHARMA, INC

to Unaudited Condensed Financial Statements

— Organization and Business Operation

Immunopharma, Inc., a Delaware corporation, is a clinical-stage biopharmaceutical company developing T-cell therapies with the capacity

to cure patients with blood cancers and solid tumors.

further discussed below and in Note 3, on September 29, 2023 (the “ Closing Date ”), Estrella Biopharma, Inc.

and TradeUP Acquisition Corp.

(“UPTD”) 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.

to the terms of the Merger Agreement, Merger Sub merged with and into Estrella, with Estrella surviving as a wholly-owned subsidiary

Upon closing of the Business Combination (the “Closing”), UPTD changed its corporate name to Estrella Immunopharma,

(“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

The License 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.

On March 2, 2023, the FDA cleared Estrella’s

IND application for EB103, allowing Estrella to proceed with the Phase I/II Starlight-1 Clinical Trial “Starlight-1”.

March 31, 2024, the Company has initiated activities in preparation of conducting the Starlight-1 clinical trial in the U.S.

4, 2024, the Company, Estrella and Eureka executed Statement of Work #001 relating to clinical trial services to be performed by Eureka

in connection with the Starlight-1 clinical trial (see Note 9).

On May 13, 2024, the Company, Estrella, and Eureka entered into Amendment

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.

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”).

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.

The License 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

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.

March 2, 2023, the FDA cleared Estrella’s IND application for EB103, allowing Estrella to proceed with the Phase I/II STARLIGHT-1

Clinical Trial “STARLIGHT-1”.

On March 4, 2024, the Company, Estrella and Eureka executed Statement of Work #001 relating

to clinical trial services to be performed by Eureka in connection with the STARLIGHT-1 clinical trial (see Note 9).

On May 13, 2024,

the Company and Eureka entered into Amendment No.

1 to the Statement of Work, effective as of March 4, 2024 (see Note 9).

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.

Accordingly, 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 business.

As of March 31, 2024, the Company had cash of approximately $ 4.7 million, and accumulated deficit of approximately

$ 15.5 million.

For the nine months ended March 31, 2024, loss from operations was approximately $ 3.4 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.

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.

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 $ 5.1 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 ($ 0.7 million 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;

(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 costs.

On March 4, 2024, Estrella and Eureka entered

into Statement of Work No.

001 (“SOW”) relating to the clinical trial services to be performed by Eureka in connection with

Starlight-1, the Phase I/II clinical trial of Estrella Biopharma’s product candidate, EB103, a T-cell therapy targeting CD19 using

ARTEMIS ® T cell technology licensed by Estrella Biopharma from Eureka.

Pursuant to the SOW, Estrella agrees to pay Eureka

non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $ 33,000,000

for achievement of all milestones.

As of March 31, 2024, Estrella has prepaid $ 3,500,000 to Eureka for covering the fees associated with

the initiation of the study, the preparation and activation of the first study site, and the First Patient First Visit (FPFV) milestones.

On May 13, 2024, the Company, Estrella, and Eureka

entered into Amendment No.

1 to the Statement of Work, effective as of March 4, 2024, to clarify that in the event that Estrella exercises

its right to terminate or suspend the engagement with Eureka by providing written notice to Eureka in accordance with the SOW, Estrella

will only be obligated to compensate Eureka for (i) services provided by Eureka pursuant to the SOW (“Services”) in connection

with milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through costs

incurred by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services and

(iii) amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Estrella prior to the date

and time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable efforts

to cancel or reduce any such amounts.

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;

As of September

30, 2024, the Company is continuing to enroll patients into the STARLIGHT-1 clinical trial in the U.S.

and reverse recapitalization

described above and further discussed in Note 3, the Business Combination was consummated on September 29, 2023.

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.

Accordingly, 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

No goodwill or other intangible assets are recorded.

June 26, 2024, the Company filed a Certificate of Ownership and Merger with the Delaware Secretary of State to effect a merger (the “Merger

1”) with its wholly-owned subsidiary, Estrella BioPharma Inc, pursuant to Section 253 of the Delaware General Corporation Law.

The Merger 1 was approved by resolutions duly adopted by the unanimous written consent of the Company’s board of directors.

Merger 1 became effective at 11:59 PM Eastern Time on June 30, 2024, at which time the separate existence of Estrella ceased, and the

Company became the surviving corporation.

and Going Concern

accompanying unaudited condensed financial statements have been prepared on a basis which contemplates the realization of assets and

the satisfaction of liabilities in the normal course of business.

As of September 30, 2024, the Company had cash of approximately $ 1.8

million, and accumulated deficit of approximately $ 22.9 million.

For the three months ended September 30, 2024, loss from operations

was approximately $ 3.4 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.

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 $ 5.1 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 ($ 0.7 million 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

(ii) $ 0.3 million from the issuance of an unsecured promissory note by us to a third party investor;

(iii) $ 0.7 million from the

funds held in UPTD’s trust account;

and (iv) $ 10 million from the PIPE investors pursuant to the Subscription Agreements.

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.

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.

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 costs.

March 4, 2024, Estrella and Eureka entered into Statement of Work No.

001 (“SOW”) relating to the clinical trial services

to be performed by Eureka in connection with STARLIGHT-1, the Phase I/II clinical trial of Estrella’s product candidate, EB103,

a T-cell therapy targeting CD19 using ARTEMIS ® T cell technology licensed by Estrella from Eureka.

Pursuant to the SOW,

Estrella agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW,

with total fees of $ 33.0 million for achievement of all milestones.

As of September 30, 2024, Estrella has paid $ 3.5 million to Eureka

for covering the fees associated with the milestones that have been achieved.

In addition, the Company has made a deposit of $ 1.5 million

towards patient treatment expenses, which will be applied to the final invoice, with unused portion of this deposit to be refunded once

all expenses are fully settled.

May 13, 2024, the Company and Eureka entered into Amendment No.

1 to the Statement of Work, effective as of March 4, 2024, to clarify

that in the event that Estrella exercises its right to terminate or suspend the engagement with Eureka by providing written notice to

Eureka in accordance with the SOW, Estrella will only be obligated to compensate Eureka for (i) services provided by Eureka pursuant

to the SOW (“Services”) in connection with milestones that were achieved prior to the date and time of such written notice,

(ii) reasonable and documented pass-through costs incurred by Eureka on behalf of Estrella prior to the date and time of such written

notice in connection with providing the Services and (iii) amounts payable to third parties pursuant to commitments reasonably entered

into by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services, provided

that Eureka shall make commercially reasonable efforts to cancel or reduce any such amounts.

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.

However, management believes that the

Company has sufficient funds on hand and ability to raise funds in the future through the issuance and sale of Equity Line Shares to White Lion in order 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 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 and nine months ended March 31, 2024 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.

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 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 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.

Cash and cash equivalent

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 and Certificates of Deposits.

Cash equivalents consist of funds held at the third-party broker’s account for stock repurchase purpose, and the fund are unrestricted

and immediately available for withdrawal and use.

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.

As of March 31, 2024 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:

Series A Preferred Stock*

Series AA Preferred Stock*

Unvested early-exercised stock option*

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.

management believes that the Company has sufficient funds on hand and ability to raise funds in the future through the issuance and sale

of Equity Line Shares to White Lion in order to meet its working capital requirements and debt obligations, for at least the next 12

months from the filing date of these unaudited condensed financial statements.

— Significant accounting policies

of Presentation

accompanying unaudited condensed 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 U.S.

Securities and Exchange Commission

The accompanying unaudited condensed 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 financial statements.

The results for the three ended September 30, 2024 are not necessarily indicative of the results

to be expected for the fiscal year ending June 30, 2025 (fiscal year 2025) or for any other interim period or for any future year.

Growth Company Status

Company is an “emerging growth company,” 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.

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.

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 unaudited condensed financial statements with another public company difficult

because of the potential differences in accounting standards used.

preparation of unaudited condensed 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 financial statements and the reported amounts of revenues and expenses during the reporting periods.

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 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.

and cash equivalent

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 and Certificates of Deposits.

Cash equivalents consist of funds held at the third-party broker’s account for stock

repurchase purpose, and the fund are unrestricted and immediately available for withdrawal and use.

The balance held at the third-party

broker’s account is insured by the United States Securities Investor Protection Corporation (“SIPC”) but only up to

specified limits.

and Diluted Loss per Common Stock

net loss per Common Stock is calculated by dividing the net loss by the weighted–average number of Common Stock outstanding for

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.

Company has had net losses for all periods presented, all potentially dilutive securities are anti–dilutive.

of September 30, 2024 and June 30, 2024, 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:

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

the Company classifies the Preferred Stock as mezzanine equity.

Company recognizes compensation costs resulting from the issuance of stock-based awards to employees, non-employees and directors as

an expense in the unaudited condensed 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.

The 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 the Company.

a result, if other assumptions had been used, stock-based compensation expense, as determined in accordance with authoritative guidance,

could have been materially impacted.

Furthermore, if the Company uses different assumptions on future grants, stock-based compensation

expense could be materially affected in future periods.

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 were 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 11.

The Company accounts for warrants as either equity-classified

or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance

in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and

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

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.

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.

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 that remained 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 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 March 31, 2024 and

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

As of March 31, 2024 and June 30, 2023, $ 4,561,368 and $ 2,479,146 were

deposited with financial institutions located in the United States, and $ 4,300,226 and $ 2,229,146 of these balances are not covered

by deposit insurance, respectively.

While management believes that these financial institutions are of high credit quality, it also continually

monitors their credit worthiness.

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

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 Statement

of Work (see Note 9) may be terminated by mutual agreement at any time.

Following the termination of, or the expiration of the term of,

the Statement of Work, 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

Additionally, after the Statement of Work 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.

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.

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.

The Company 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.

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 March 31, 2024 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 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.

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 incurred.

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

Research and development expenses for the nine months ended March 31, 2024 and 2023 primarily consisted of personnel costs for

the design and development of clinical trials, legal and professional fees and, facilities related fees.

Refer to Note 9 for the terms

of the License Agreement, the Service Agreement, and the Statement of Work.

Deferred transaction costs

Deferred transaction costs consist primarily of

expenses paid to attorneys, consultants, underwriters, and others related to the Merger, which were charged to shareholders’ equity upon the completion of the Merger.

The Company completed the

Merger on September 29, 2023.

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

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 considers the applicability and impact

of all accounting standards updates (“ASUs”).

Management periodically reviews new accounting standards that are issued.

the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), the Company meets the definition of an emerging

growth company and has elected the extended transition period for complying with new or revised accounting standards, which delays the

adoption of these accounting standards until they would apply to private companies.

In July 2023, the FASB issued ASU 2023-03, “Presentation

of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from

Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718):

Amendments to SEC Paragraphs Pursuant to

SEC Staff Accounting Bulletin No.

120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic

6.B, Accounting Series Release 280—General Revision of Regulation S-X:

Income or Loss Applicable to Common Stock” (“ASU

This ASU amends or supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff

announcements.

This ASU does not provide any new guidance.

ASU 2023-03 will become effective for the Company once the addition to the

FASB Codification is made available.

The Company is currently evaluating the impact of the update on the Company’s consolidated

financial statements and related disclosures.

In October 2023, the FASB issued ASU 2023-06,

Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which

amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting

Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10

Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30

Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial

Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real

Estate Investment Trusts—Overall.

The amendments represent changes to clarify or improve disclosure and presentation requirements

of above subtopics.

Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures

with those entities that were not previously subject to the SEC’s requirements.

Also, the amendments align the requirements in the

Codification with the SEC’s regulations.

For entities subject to existing SEC disclosure requirements or those that must provide

financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the

date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s

specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480, Distinguishing

Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

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.

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.

The Company determined that upon further review of the warrant agreements, the Company concluded that

its warrants qualify for equity accounting treatment.

completion of the business combination, all of UPTD’s public warrants that remained 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

instruments that potentially subject the Company to concentration of credit risk consist of two cash accounts in a financial institution

located in the United States.

The Company has not experienced losses on these accounts, and management believes the Company is not exposed

to significant risks.

The Federal Deposit Insurance Corporation (FDIC) provides standard insurance coverage of $ 250,000 per insured bank

for each account ownership category.

As of September 30, 2024 the Company had not experienced losses on these accounts.

As of September

30, 2024, and June 30, 2024, the Company had deposited approximately $ 1.7 million and $ 4.0 million, respectively, with financial institutions

in the United States.

Of these balances, approximately $ 1.4 million and $ 3.8 million, respectively, were not covered by deposit insurance.

While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness.

Securities Investor Protection Corporation (SIPC) provides standard insurance coverage of $ 500,000 per brokerage account, which includes

$ 250,000 for cash balances.

As of September 30, 2024, and June 30, 2024, the Company maintained approximately $ 94,000 and $ 146,000 , respectively,

in its brokerage account, with the entire balance covered by SIPC insurance.

and Uncertainties

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 financial

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

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 Statement of Work (see Note 9) may be terminated by mutual agreement at any time.

Following the termination

of, or the expiration of the term of, the Statement of Work, 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 Statement of Work 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.

Value of Financial Instruments

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.

The Company measures the fair value of certain of its financial assets and liabilities on a recurring

A fair value hierarchy is used to rank the quality and reliability of the information used to determine fair values.

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:

1 — Quoted prices (unadjusted) in active markets for identical assets and liabilities.

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.

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.

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.

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, 2024, and June 30, 2024.

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 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.

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

and Development Expenses

Company charges research and development costs to operations as incurred.

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

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.

Research and development expenses for three months ended September 30, 2024 and

2023 primarily consisted of personnel costs for the design and development of clinical trials, legal and professional fees and, facilities

related fees.

Refer to Note 9 for the terms of the License Agreement, the Service Agreement, and the Statement of Work.

transaction costs

transaction costs consist primarily of expenses paid to attorneys, consultants, underwriters, and others related to the Merger, which

were charged to shareholders’ equity upon the completion of the Merger.

The Company completed the Merger on September 29, 2023.

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.

any of the following criteria are met, the Company classifies the lease as a finance lease:

The lease transfers ownership

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

The lease grants the lessee

an option to purchase the underlying asset that the Company is reasonably certain to exercise;

The lease term is for a

major part of the remaining economic life of the underlying asset;

The 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;

The 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.

that do not meet any of the above criteria are accounted for as operating leases.

Company combines lease and non-lease components in its contracts under Topic 842, when permissible.

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 lease term.

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.

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.

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.

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.

Accounting Pronouncements

Company considers the applicability and impact of all accounting standards updates (“ASUs”).

Management periodically reviews

new accounting standards that are issued.

Under the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”),

the Company meets the definition of an emerging growth company and has elected the extended transition period for complying with new

or revised accounting standards, which delays the adoption of these accounting standards until they would apply to private companies.

October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure

Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement

of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall,

270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10

Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities—

Oil and Gas—Notes to Consolidated Financial Statements, 946-20 Financial Services— Investment Companies— Investment

Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall.

The amendments represent changes to clarify

or improve disclosure and presentation requirements of above subtopics.

Many of the amendments allow users to more easily compare entities

subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements.

Also, the amendments align the requirements in the Codification with the SEC’s regulations.

For entities subject to existing SEC

disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer

restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K.

Early adoption is not allowed.

For all other entities,

the amendments will be effective two years later from the date of the SEC’s removal.

The Company is currently evaluating the impact

of the update on the Company’s consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09,

which is an update to Topic 740, Income Taxes.

The amendments in this update related to the rate reconciliation and income taxes paid

disclosures improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information

in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction.

The amendments allow investors to better assess, in

their capital allocation decisions, how an entity’s worldwide operations and related tax risks and tax planning and operational

opportunities affect its income tax rate and prospects for future cash flows.

The other amendments in this Update improve the effectiveness

and comparability of disclosures by (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent

Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial

Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant.

For public business

entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024.

For entities other than public

business entities, the amendments are effective for annual periods beginning after December 15, 2025.

Early adoption is permitted for

annual financial statements that have not yet been issued or made available for issuance.

The amendments in this Update should be applied

on a prospective basis.

For all other entities, the amendments will be effective two years later from the date of the SEC’s

The Company is currently evaluating the impact of the update on the Company’s unaudited condensed financial statements

and related disclosures.

December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes.

The amendment in this update enhances

the transparency and decision usefulness of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December

Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.

amendments in this Update should be applied on a prospective basis.

Retrospective application is permitted.

The Company is currently evaluating the impact of the update on Company’s

consolidated financial statements and related disclosures.

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.

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:

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;

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;

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;

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 ;

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

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 (See Note 12);

share of Estrella Common Stock was converted into 0.2407 shares of Company Common Stock;

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

The Company is currently

evaluating the impact the adoption of ASU 2023-07 will have on its annual and interim disclosures.

Company does not believe recently issued but not yet effective accounting standards, if currently adopted, would have a material effect

on the Company’s unaudited condensed financial statements.

— Reverse recapitalization

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 issued an unsecured 30-day promissory note to Hongbing 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 (See Note 12);

● 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.

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

Conversion of Estrella’s

Common Stock into UPTD’s Common Stock

Total Common Stock outstanding

Estrella was determined to be the accounting acquirer

given that Estrella effectively controlled the Company upon consummation of the Business Combination.

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.

assets of UPTD were recognized as of the Closing Date at historical cost, with no goodwill or other intangible assets recorded.

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

was 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.

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.

following table reconcile the elements of the Reverse Recapitalization to the 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 trust

Funds held in UPTD’s operating cash account

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

payments of transaction costs incurred by UPTD

repayments of working capital loan – related parties of UPTD

amount payable to redeem public shares

of UPTD’s Common Stock

( 5,072,945 )

payments of transaction costs incurred

( 1,640,128 )

repayments of

working capital loan – related parties of UPTD

Proceeds from the Reverse Recapitalization

non-cash net deficit assumed from UPTD

Net distributions from issuance of Common Stock upon the Reverse Recapitalization

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.

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 bore no interest and were settled between Estrella

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

Note 6 — Other payables and accrued

non-cash net deficit

assumed from UPTD

( 1,200,316 )

Net distributions from

issuance of Common Stock upon the Reverse Recapitalization

$ ( 473,977 )

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 .

4 — Cash Held in Trust Account

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.

— Extension Note Receivable

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 bore no interest and were settled between Estrella and UPTD upon the consummation of the Business Combination on September 29,

— Other payables and accrued liabilities

September 30,

Accrued professional fees (i)

Total other payables and accrued liabilities

balance of accrued professional fees represented amount due to third party service providers which include, legal and consulting fee

related to research and development, and others.

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.

Salary and payroll taxes payable

Total other payables and

accrued liabilities

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

— Stock redemption payable

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).

Note 8 — Commitments and 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.

8 — Commitments and contingencies

Manufacturing

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”).

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 for development and commercialization

purposes in the field both in the Licensed Territory and elsewhere.

Refer to Note 9.

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 $ 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.

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.

On December 28, 2023, the Company’s registration statement

on Form S-1 related to the Equity Line Shares was declared effective by the SEC.

As of the date hereof, no Equity Line Shares have been

issued to White Lion pursuant to the Common Stock Purchase Agreement.

Registration Rights

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 UPTD, 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.

The Company is 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 statements.

Financing Commitment

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.

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 $ 50 million 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.

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.

On December 28, 2023,

the Company’s registration statement on Form S-1 related to the Equity Line Shares was declared effective by the SEC.

date hereof, no Equity Line Shares have been issued to White Lion pursuant to the Common Stock Purchase Agreement.

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 UPTD, 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.

The Company is 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 statements.

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.

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.

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 research plan under the Collaboration Agreement

was completed as of August 30, 2023.

The Company and Eureka recorded the costs associated with the Collaboration Agreement as research

and development expenses in the amount of $ 0 and $ 24,186 , for the nine months ended March 31, 2024 and 2023, respectively, and $ 0 for

the three months ended March 31, 2024 and 2023.

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

Note 9 — 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.

time to time, the Company is or may be party to certain legal proceedings, as well as certain asserted and un-asserted claims.

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 Company’s unaudited condensed financial statements.

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.

Collaboration

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.

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 Agreement.

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.

of Costs, unless otherwise agreed by the Parties in connection with a given Research Plan and associated Research Budget:

Eureka Costs:

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 Costs:

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).

research plan under the Collaboration Agreement was completed as of August 30, 2023.

The Company and Eureka recorded the costs associated

with the Collaboration Agreement as research and development expenses in the amount of $ 0 and $ 29,498 , For the three months ended September

30, 2024 and 2023, respectively.

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.

9 — Related Party Transactions

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.

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 March 31, 2024 and June 30, 2023, Estrella

had remaining balance of account payable - related party amounted to $ 0 and $ 833,333 , respectively, related to License Agreement’s

upfront payment.

As of March 31, 2024, 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 June 30, 2023 and payment

was made on October 10, 2023 with $ 0 outstanding as of March 31, 2024.

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 March 31, 2024 and June 30, 2023, Estrella had account payable balance - related

party of $ 0 and $ 8,333,331 related to Service Agreement with Eureka, respectively.

As of March 31, 2024 and June 30, 2023, Estrella

accrued $ 166,941 and $ 116,482 for pass-through costs related to clinical trials incurred by Eureka in account payable-related party, respectively.

For the nine months ended March 31, 2024 and 2023,

Estrella incurred $ 54,957 and $ 125,273 pass-through costs related to clinical trials, respectively.

For the three months ended March 31, 2024 and

2023, Estrella incurred $ 0 and $ 9,822 pass-through costs related to clinical trials, respectively.

After the closing of the business combination

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

Statement of Work

On March 4, 2024, the Company, Estrella and Eureka

entered into Statement of Work No.

001 (“SOW”) relating to the clinical trial services to be performed by Eureka in connection

with Starlight-1, the Phase I/II clinical trial of Estrella Biopharma’s product candidate, EB103, a T-cell therapy targeting CD19

using ARTEMIS ® T cell technology licensed by Estrella Biopharma from Eureka.

The trial is designed to assess the safety,

tolerability, recommended Phase II dose, and preliminary anti-cancer activity of EB103 for the treatment of relapsed or refractory (R/R)

B-cell non-Hodgkin lymphoma (NHL) patients.

The SOW is governed by the terms of the Services

Agreement, dated June 28, 2022, between Estrella and Eureka (as amended by Amendment No.

1, effective as of October 1, 2022, and Amendment

2, effective as of March 1, 2023), and incorporates all the terms of the Services Agreement by reference.

Notwithstanding the foregoing,

the terms and conditions of the SOW govern in the event of any conflict with the terms and conditions of the Services Agreement.

The scope of work set forth in the SOW includes

study start-up, patient dosing and related activities, study close-out, and reporting.

Additionally, the SOW sets forth the various services

Eureka will provide in connection with the clinical trial, including regulatory document development, site activation, patient enrollment

and consent management, data collection, and pharmacovigilance.

Pursuant to the SOW, Estrella agrees to pay Eureka

non-refundable net fees in connection with the achievement of certain milestones set forth in the SOW, with total fees of $ 33,000,000

for achievement of all milestones, excluding additional pass-through costs and expenses incurred by Eureka and payable by Estrella Biopharma

as further described below.

Such amount assumes 20 patients to be dosed and one clinical site is activated.

An additional $ 500,000 will

become payable to Eureka if a second site is activated following mutual agreement of Estrella Biopharma and Eureka.

In addition to the

milestone payments, Eureka will invoice Estrella Biopharma quarterly for additional pass-through costs and expenses incurred in connection

with its services under the SOW.

Estrella Biopharma is required to settle invoices within 30 days, with Eureka reserving the right to

impose monthly interest charges of 1.5 % for undisputed amounts unpaid after 30 days.

Estrella Biopharma will also be responsible for payment

of any taxes, fees, duties or charges imposed by any governmental authority in connection with the services provided by Eureka under the

SOW, other than any taxes on Eureka’s income.

The first invoice payable to Eureka issuable upon

execution of the SOW is for $ 3.5 million, covering the fees associated with the initiation of the study, the preparation and activation

of the first study site, and the First Patient First Visit (FPFV) milestones.

Prior to the commencement of the patient dosing phase, a

deposit of $ 1.5 million is required to be delivered to Eureka to ensure the readiness for patient treatment expenses and will be applied

against the final invoice, and any unused portion will be returned to Estrella following collection of all outstanding fees and costs

payable to Eureka under the SOW.

Additional invoices will be issued in connection with the patient dosing milestone, amounting to $ 1,375,000

per patient and a total cost $ 27,500,000 for 20 patients, excluding any pass-through costs and additional expenses.

The SOW provides an

estimated dosing timeline of 6 patients by the end of 2024 and an additional 14 patients by the end of 2025.

Lastly, a $ 2,000,000 milestone

fee will become due in connection with the study close-out phase, estimated to be completed by the end of 2025.

Services provided in connection

with this milestone include finalizing patient data, trial data cleaning, statistical analysis, and preparing and submitting the final

study report.

As of March 31, 2024, Estrella has prepaid $ 3,500,000

to Eureka for covering the fees associated with the initiation of the study, the preparation and activation of the first study site, and

the First Patient First Visit (FPFV) milestones.

No milestone from the SOW has been achieved as of March 31, 2024.

On May 13, 2024, the Company, Estrella, and Eureka

entered into Amendment No.

1 to the SOW, effective as of March 4, 2024, to clarify that in the event that Estrella exercises its right

to terminate or suspend the engagement with Eureka by providing written notice to Eureka in accordance with the SOW, Estrella will only

be obligated to compensate Eureka for (i) services provided by Eureka pursuant to the SOW (“Services”) in connection with

milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through costs incurred

by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services and (iii)

amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Estrella prior to the date and

time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable efforts

to cancel or reduce any such amounts.

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 rights, 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 11).

As of March 31,

2024 and June 30, 2023, Eureka collectively owned 65.1 % 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 a $ 2,000 payment.

Under the original lease contract, the sublease agreement

commenced on August 1, 2022 and expired on September 30, 2023.

In November 2022, the sublease’s expiration date was amended to July

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.

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.

On October 1, 2023 Estrella entered into an office

lease contract with Eureka, to lease 180 square feet of office space with $ 2,000 monthly lease payments for nine months without any renewal

For the nine months ended March 31, 2024 and 2023,

the Company incurred $ 14,000 and $ 16,000 rent expense from Eureka, respectively.

For the three months ended March 31, 2024 and 2023, the

Company incurred $ 6,000 rent expense from Eureka, respectively.

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.

License Agreement requires Estrella to make certain payments, including (a) an “upfront” payment of $ 1.0 million, 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.

of September 30, 2024 and June 30, 2024, Estrella had no remaining balance of accounts payable – related party related to the upfront

payment under the License Agreement.

As of September 30, 2024, two development milestones related to the IND submission of EB103 to the

FDA (“Milestone 1”) and first patient dosed in the first clinical trial of a licensed product (“Milestone 2”)

was earned by Eureka under the Agreement.

Milestone payment related to Milestone 1 was accrued by Estrella and paid on October 10, 2023.

Milestone payment of $ 50,000 related to Milestone 2 was accrued

by Estrella in July 2024, and paid on September 3, 2024.

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) $ 10.0 million 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

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.

services commenced on June 28, 2022.

As of both September 30, 2024, and June 30, 2024, Estrella had no accounts payable balance –

related party related to the Service Agreement with Eureka.

the three months ended September 30, 2024 and 2023, Estrella incurred $ 0 and approximately $ 4,000 pass-through costs related to clinical

trials, respectively.

the closing of the business combination on September 29, 2023, on October 10, 2023 Estrella remitted approximately $ 9.3 million to Eureka.

March 4, 2024, the Company, Estrella and Eureka entered into Statement of Work No.

001 (“SOW”) relating to the clinical trial

services to be performed by Eureka in connection with STARLIGHT-1, the Phase I/II clinical trial of Estrella’s product candidate,

EB103, a T-cell therapy targeting CD19 using ARTEMIS ® T cell technology licensed by Estrella from Eureka.

designed to assess the safety, tolerability, recommended Phase II dose, and preliminary anti-cancer activity of EB103 for the treatment

of relapsed or refractory (R/R) B-cell non-Hodgkin lymphoma (NHL) patients.

SOW is governed by the terms of the Services Agreement, dated June 28, 2022, between Estrella and Eureka (as amended by Amendment No.

1, effective as of October 1, 2022, and Amendment No.

2, effective as of March 1, 2023), and incorporates all the terms of the Services

Agreement by reference.

Notwithstanding the foregoing, the terms and conditions of the SOW govern in the event of any conflict with the

terms and conditions of the Services Agreement.

scope of work set forth in the SOW includes study start-up, patient dosing and related activities, study close-out, and reporting.

Additionally,

the SOW sets forth the various services Eureka will provide in connection with the clinical trial, including regulatory document development,

site activation, patient enrollment and consent management, data collection, and pharmacovigilance.

to the SOW, Estrella agrees to pay Eureka non-refundable net fees in connection with the achievement of certain milestones set forth

in the SOW, with total fees of $ 33.0 million for achievement of all milestones, excluding additional pass-through costs and expenses

incurred by Eureka and payable by Estrella as further described below.

Such amount assumes 20 patients to be dosed and one clinical site

is activated.

An additional $ 500,000 will become payable to Eureka if a second site is activated following mutual agreement of Estrella

In addition to the milestone payments, Eureka will invoice Estrella quarterly for additional pass-through costs and expenses

incurred in connection with its services under the SOW.

Estrella is required to settle invoices within 30 days, with Eureka reserving

the right to impose monthly interest charges of 1.5 % for undisputed amounts unpaid after 30 days.

Estrella will also be responsible for

payment of any taxes, fees, duties or charges imposed by any governmental authority in connection with the services provided by Eureka

under the SOW, other than any taxes on Eureka’s income.

first invoice payable to Eureka issuable upon execution of the SOW is for $ 3.5 million, covering the fees associated with the initiation

of the study, the preparation and activation of the first study site, and the First Patient First Visit (FPFV) milestones.

commencement of the patient dosing phase, a deposit of $ 1.5 million is required to be delivered to Eureka to ensure the readiness for

patient treatment expenses and will be applied against the final invoice, and any unused portion will be returned to Estrella following

collection of all outstanding fees and costs payable to Eureka under the SOW.

Additional invoices will be issued in connection with the

patient dosing milestone, amounting to approximately $ 1.4 million per patient and a total cost $ 27.5 million for 20 patients, excluding

any pass-through costs and additional expenses.

The SOW provides an estimated dosing timeline of 6 patients by the end of 2024 and an

additional 14 patients by the end of 2025.

Lastly, a $ 2.0 million milestone fee will become due in connection with the study close-out

phase, estimated to be completed by the end of 2025.

Services provided in connection with this milestone include finalizing patient data,

trial data cleaning, statistical analysis, and preparing and submitting the final study report.

of September 30, 2024, the Company has paid $ 3.5 million to Eureka for covering the fees associated with milestones achieved, and deposited

$ 1.5 million for patient treatment expenses, which will be applied to the final invoice, with any unused portion refunded once all fees

are settled .

of September 30, 2024, two patients have been dosed, and the Company has accrued $ 2.75 million in accrued liabilities – related

party, for the corresponding dosing milestones.

May 13, 2024, the Company and Eureka entered into Amendment No.

1 to the SOW, effective as of March 4, 2024, to clarify that in the event

that Estrella exercises its right to terminate or suspend the engagement with Eureka by providing written notice to Eureka in accordance

with the SOW, Estrella will only be obligated to compensate Eureka for (i) services provided by Eureka pursuant to the SOW (“Services”)

in connection with milestones that were achieved prior to the date and time of such written notice, (ii) reasonable and documented pass-through

costs incurred by Eureka on behalf of Estrella prior to the date and time of such written notice in connection with providing the Services

and (iii) amounts payable to third parties pursuant to commitments reasonably entered into by Eureka on behalf of Estrella prior to the

date and time of such written notice in connection with providing the Services, provided that Eureka shall make commercially reasonable

efforts to cancel or reduce any such amounts.

AA Preferred Stock

June 28, 2022, Estrella and Eureka entered into the Contribution Agreement pursuant to which Eureka agreed to contribute and assign to

Estrella all rights, 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 11).

As of September 30, 2024 and June 30, 2024, Eureka collectively owned 69.9 % and 69.7 % of Estrella on a fully

diluted basis, respectively.

July 6, 2022, Estrella entered into an office lease contract with Eureka, to lease a 428 square feet office with a $ 2,000 payment.

the original lease contract, the sublease agreement commenced on August 1, 2022 and expired 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.

Further, on July 1, 2024, the Company entered into an office sublease agreement with Eureka.

Pursuant to the Sublease

Agreement, the sublease commenced on July 1, 2024 and expires on December 31, 2024 with $ 2,000 sublease fee per month.

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.

October 1, 2023 Estrella entered into an office lease contract with Eureka, to lease 180 square feet of office space with $ 2,000 monthly

lease payments for nine months without any renewal option.

the three months ended September 30, 2024 and 2023, the Company incurred $ 6,000 and $ 2,000 rent expense from Eureka.

Refer to Note 14.

As of March 31, 2024 and June 30, 2023, the outstanding

balance of lease payments of $ 4,000 and $ 22,000 was recorded as accrued liability - related party on the Company’s condensed consolidated

balance sheets, respectively.

Note 10 — Promissory note

On September 29, 2023, Estrella issued an unsecured

promissory note to Hongbing 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 11 — 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.

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.

of September 30, 2024 and 2023, the outstanding balance of lease payments of $ 4,000 was recorded as accrued liability - related party

on the Company’s unaudited condensed balance sheets, respectively.

10 — Promissory note

September 29, 2023, Estrella issued an unsecured promissory note to Hongbing Zhang, in the aggregate principal amount of $ 300,000 (the

“Unsecured Note”).

Interest began 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.

11 — Preferred Stock

AA Preferred Stock

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.

A Preferred Stock

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.

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.

Pursuant 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

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.

significant terms of the Series A, Series AA Preferred Stocks issued by Estrella are as follows:

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.

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 12 — Stockholders’

Equity (Deficit)

Before reverse recapitalization

Given the consideration of retroactive adjustments,

upon incorporation on 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.

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.

The following table presents the number of the

Company’s ordinary shares issued upon the Reverse Recapitalization:

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 Stock

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.

On January 22, 2024, the Company completed the

issuance of an additional 704,819 shares of Common Stock to each of the two PIPE Investors.

The shares were issued as part of the consideration

that each PIPE Investor was entitled to receive thirty days following the date of the closing of the Business Combination.

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.

The Company has agreed that as soon as practicable,

but in no event later than 30 business days, after the closing of the initial Business Combination, it will use its reasonable commercially

reasonable efforts to file, and within 60 business days following its initial Business Combination to have declared effective, a

registration statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants.

The Company will use its commercially reasonable efforts to maintain the effectiveness of such registration statement, and a current prospectus

relating thereto, until the expiration of the Warrants in accordance with the provisions of the warrant agreement.

No Warrants will be

exercisable for cash unless the Company has an effective and current registration statement covering the Common Stock issuable upon exercise

of the Warrants and a current prospectus relating to such shares of Common Stock.

Notwithstanding the above, if the Company’s Common

Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of

a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants

who exercise their Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in

the event it so elect, it will not be required to file or maintain in effect a registration statement, but it will be required to use

its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not

Once the Warrants become exercisable, the Company

may call the Warrants for redemption:

whole and not in part;

a price of $ 0.01 per Warrant;

not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder;

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”.

Stock Repurchase Program

On January 30, 2024, the Company issued a press

release announcing that its board of directors has authorized share repurchases of up to $ 1 million of its common stock.

The authorization

does not constitute a formal or binding commitment to make any share repurchases and the timing, amount and method of any share repurchases

made pursuant to the authorization will be determined at a future date depending on market conditions and other factors.

of March 31, 2024, $ 915,909 remained available for repurchases.

For the nine months

ended March 31, 2024, the Company repurchased 74,890 shares of its Common stock in open market transactions for $ 84,091 at a weighted

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 thereon.

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

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.

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.

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.

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 .

The Series 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.

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.

Series A Preferred Stock and Series AA Preferred Stock were mandatorily redeemable upon the occurrence of a “Deemed Liquidation

Event” which includes the following:

(1) a 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.

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

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

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 consolidated balance sheet as of June 30, 2023.

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 .

— Stockholders’ Equity (Deficit)

reverse recapitalization

the consideration of retroactive adjustments, upon incorporation on 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.

reverse recapitalization

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.

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

of Common Stock upon the reverse recapitalization (see Note 3)

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.

following table presents the number of the Company’s ordinary shares issued upon the Reverse Recapitalization:

UPTD’s Common Stock outstanding

prior to Reverse Recapitalization

redemption of UPTD’s

Total shares issued upon

the Reverse Recapitalization

of Series A Preferred Stock and the Series AA Preferred Stock

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.

investment shares

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 .

thirty days following the date of the Closing, each PIPE Investor will also be entitled to receive 704,819 shares of Common Stock.

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

January 22, 2024, the Company completed the issuance of an additional 704,819 shares of Common Stock to each of the two PIPE Investors.

The shares were issued as part of the consideration that each PIPE Investor was entitled to receive thirty days following the date of

the closing of the Business Combination.

connection with the reverse recapitalization, the Company has assumed 2,214,993 Public Warrants outstanding.

Public Warrants

met the criteria for equity classification.

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

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.

Company has agreed that as soon as practicable, but in no event later than 30 business days, after the closing of the initial Business

Combination, it will use its reasonable commercially reasonable efforts to file, and within 60 business days following its initial

Business Combination to have declared effective, a registration statement for the registration, under the Securities Act, of the shares

of Common Stock issuable upon exercise of the Warrants.

The Company will use its commercially reasonable efforts to maintain the effectiveness

of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the

provisions of the warrant agreement.

No Warrants will be exercisable for cash unless the Company has an effective and current registration

statement covering the Common Stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of Common

Notwithstanding the above, if the Company’s Common Stock is at the time of any exercise of a Warrant not listed on a national

securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities

Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act and, in the event it so elect, it will not be required to file or maintain in

effect a registration statement, but it will be required to use its commercially reasonable efforts to register or qualify the shares

under applicable blue sky laws to the extent an exemption is not available.

the Warrants become exercisable, the Company may call the Warrants for redemption:

in 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.

Company accounted for the 2,214,993 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

Repurchase Program

January 30, 2024, the Company issued a press release announcing that its board of directors has authorized share repurchases of up to

$ 1.0 million of its common stock.

The authorization does not constitute a formal or binding commitment to make any share repurchases

and the timing, amount and method of any share repurchases made pursuant to the authorization will be determined at a future date depending

on market conditions and other factors.

As of September 30, 2024, approximately $ 0.5 million remained available for repurchases.

of September 30, 2024 and June 30, 2024, the Company has repurchased 431,723 and 321,724 shares of its common stock.

For the three months

ended September 30, 2024, the Company repurchased 109,929 shares of its common stock in open market transactions for $ 150,465 at a weighted

average price per share of $ 1.37 .

The Company did not repurchase any shares of its Common stock during the same period in 2023.

of March 31, 2024, $ 915,909 remained available for stock repurchasing.

Note 13 — 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.

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 consultants.

13 — Stock Based Compensation

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

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.

May 27, 2022, Estrella’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 consultants.

The total fair value of these stock options was approximately

The stock-based compensation expense recorded

in the Company’s results of operations for the nine months ended March 31, 2024 and 2023 were $ 1,194,653 and $ 307,197 , respectively.

The stock-based compensation expense recorded in the Company’s results of operations for the three months ended March 31, 2024 and

2023 were $ 0 and $ 102,399 , respectively.

The breakdown of stock-based compensation by categories

for the three and nine months ended March 31, 2024 and 2023 are summarized below:

Research and development

General and administrative

Total stock based compensation

$ 1,638,381 .

stock-based compensation expense recorded in the Company’s results of operations.

For the three months ended September 30, 2024

and 2023 were $ 0 and $ 1,194,653 , respectively.

breakdown of stock-based compensation by categories for the three months ended September 30, 2024 and 2023 are summarized below:

Three months ended

September 30,

Research and development

1 unchanged sentence

Total stock-based compensation

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

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.

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 assumptions:

Grant date May 27,

Exercise price $ 0.001

3 unchanged sentences

Risk-free interest rate 3.00 %

The risk-free interest rate was obtained from

risk-free interest rate was obtained from U.S.

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 nine months ended March 31, 2024, 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.

Such other liability account

should be cleared at the time the exercised shares are vested or repurchased.

As of March 31, 2024 and June 30, 2023, the unamortized

balance of the above mentioned other liability amounted to $ 0 and $ 12,725 , respectively, based on the vesting period.

A summary of early-exercised stock option’s

vesting activity for the year ended June 30, 2023, and for the nine months ended March 31, 2024 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

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 option.

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.

the three months ended September 30, 2024, no additional stock options were granted.

May 27, 2022, all employees, the board of directors, and other consultants elected to exercise the stock options granted by the Company

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.

Such other liability account should be cleared at the time the exercised shares are vested or repurchased.

As of September 30, 2024 and June 30, 2024, the unamortized balance of the above mentioned other liability amounted to $ 0 , based on the

vesting period.

summary of early-exercised stock option’s vesting activity are as follows:

Weighted-Average

Balance of unvested early-exercised

stock option at June 30, 2023

Vested early-exercised

( 2,633,082 )

Balance of unvested early-exercised stock option at March 31, 2024

Note 14 — Leases

On July 6, 2022, the Company entered into an office

lease contract with Eureka, a related party (“Lease 1”).

Under the original lease contract, the sublease agreement 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.

On October 1, 2023 Estrella entered into an office

lease contract with Eureka, a related party (“Lease 2”) for nine months without any renewal option.

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 from Lease 1 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 months ended March

31, 2024 and 2023 was $ 6,000 .

Rent expense for the nine months ended March 31, 2024 and 2023 was $ 14,000 and $ 16,000 , respectively.

Note 15 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through May 14, 2024, when the unaudited financial statements were issued.

Except as described

below, there were no material subsequent events that required recognition or disclosure in the financial statements.

Clinical Trial Agreement

On April 9, 2024, the Company entered into an

Accelerated Clinical Trial Agreement with the Regents of the University of California for conducting Starlight-1, a multicenter clinical

trial sponsored by the Company.

Stock Repurchase

From April 1, 2024 to May 13, 2024, the Company

repurchased 159,687 shares of its Common Stock in open market transactions for $ 182,867.79 at a weighted average price per share of $ 1.15 .

Balance of unvested early-exercised stock option

at June 30, 2024

Vested early-exercised

Balance of unvested early-exercised

stock option at September 30, 2024

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

July 6, 2022, the Company entered into an office lease contract with Eureka, a related party (“Lease 1”).

Under the original

lease contract, the sublease agreement 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.

October 1, 2023 Estrella entered into an office lease contract with Eureka, a related party (“Lease 2”) for nine months without

any renewal option.

July 1, 2024, the Company entered into an office sublease agreement with Eureka (“Lease 3”) for six months without any renewal

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 covenants.

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 from Lease

1 and continued to recognize the lease monthly payments in profit or loss on a straight–line basis over the remaining lease term

expense for the three months ended September 30, 2024 and 2023 was $ 6,000 and $ 2,000 , respectively.

— Subsequent Events

Company evaluated subsequent events and transactions that occurred after the balance sheet date through the issuance date.

described below, there were no material subsequent events that required recognition or disclosure in the Company’s unaudited condensed

financial statements.

Consulting Agreement with Times Investment

Holdings Limited

On October 1, 2024, the Company entered into a

consulting agreement with Times Investment Holdings Limited (“Times”) to provide financing advice and service in connection

with the sale of equity interests in the Company of no less than $ 10,000,000 on terms acceptable to the Company.

Under this agreement,

Times is eligible for a success fee and warrants if a financing transaction equal to or exceeding the threshold is completed during the

term of the agreement.

As of the issuance date of these financial statements, these conditions have not been met, and therefore no warrants

have been issued.

If the milestones are achieved in future reporting periods, the Company may recognize stock-based compensation expense

related to the issuance of these warrants, which could impact future financial results.

Management will continue to monitor the status

of the milestones and will provide additional disclosures in subsequent filings if warranted.

Consulting Agreement with One Nine Limited

On October 30, 2024, the Company’s Board

of Directors approved the issuance of warrants to One Nine Limited (“One Nine”) as part of a consulting agreement dated July

3, 2024 contingent upon the achievement of certain milestones.

Specifically, One Nine is eligible for a success fee and warrants if a

financing transaction meeting or exceeding a specified threshold is completed during the term of the agreement.

As of the issuance date

of these financial statements, these conditions have not been met, and therefore no warrants have been issued.

If the milestones are achieved

in future reporting periods, the Company may recognize stock-based compensation expense related to the issuance of these warrants, which

could impact future financial results.

Management will continue to monitor the status of the milestones and will provide additional disclosures

in subsequent filings if warranted.

Stock option grants

On October 31, 2024, the Board of Directors approved

3.6 million stock options, representing approximately 10 % of the Company’s outstanding shares, to the Company’s executives

and certain consultants.

These options have an exercise price of $ 0.815 and will vest over three to four years.

The grants are expected

to result in additional stock-based compensation expense in future periods.

Consulting Agreement with CoFame Investment

Management Co.

On November 1, 2024, the Company entered into

a consulting agreement with CoFame Investment Management Co.

(“CoFame”) to provide financing advice and service in Asia.

The Company’s Chairman of the Board of Directors, Hong Zhang, is the beneficial owner of CoFame.

Under the agreement, CoFame will

receive an upfront fee of $ 55,000 and a consulting fee at an annual rate of $ 220,000 .

In addition, Hong Zhang will be granted options,

vested over 45 months, to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $ 0.815 .

of this agreement were approved by the Audit Committee and the Board of Directors and were deemed to be at fair market value.

grant is expected to result in additional stock-based compensation expense in future periods.

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