What changed in this filing

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Item 1. Financial Statements

2024-02-14 compared with 2023-11-20 · 631 added, 499 removed, 627 unchanged (64% of the section changed)

FINANCIAL STATEMENTS.

IMMUNOPHARMA, INC.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

UNAUDITED CONDENSED

CONSOLIDATED BALANCE SHEETS

September 30,

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

Current Assets

1 unchanged sentence

Prepaid expenses

Cash held in trust account

note receivable

Extension note receivable

Total current assets

Deferred transaction costs

Liabilities, Preferred

Stock and Stockholders’ Equity (Deficit)

Liabilities, Preferred Stock and Stockholders’ Equity (Deficit)

Current liabilities:

1 unchanged sentence

Other payables and accrued liabilities

Stock redemption payable

Promissory note

Accrued liability - related

Accrued liability - related party

Franchise tax payables

Income tax payables

Total current liabilities

Non-current liabilities:

non-current liabilities

Commitments and Contingencies

Other liability

Total non-current liabilities

Total Liabilities

Commitments and Contingencies (Note 8)

Preferred Stock*

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

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

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

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

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

Stockholders’ Equity

0 and 25,277,591 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively

Stockholders’ Equity (Deficit):

Common stock, $ 0.0001 par value;

250,000,000 shares authorized;

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

35,201,232 and 978,243 shares issued and outstanding as of December 31, 2023 and June 30, 2023, respectively*

Additional paid-in capital

Accumulated deficit

( 15,079,674 )

( 12,188,553 )

Stockholders' Equity (Deficit)

Total Stockholders’ Equity (Deficit)

( 11,742,550 )

Liabilities, Preferred Stock and Stockholders' Equity (Deficit)

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

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

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.

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OF OPERATIONS

September 30,

and development

and administrative

For the Three Months Ended

For the Six Months Ended

Operating expenses

from Operations

Research and development

General and administrative

Total operating expenses

Loss from Operations

( 1,020,624 )

( 2,756,340 )

taxes provision

( 2,891,121 )

( 5,641,784 )

Loss before income taxes

( 1,020,624 )

( 2,756,340 )

( 2,891,121 )

( 5,641,784 )

Income taxes provision

$ ( 1,020,624 )

$ ( 2,756,340 )

$ ( 2,891,121 )

$ ( 5,641,784 )

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

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

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

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

Weighted average common stock outstanding, basic and diluted*

* Giving retroactive effect to reverse recapitalization effected

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

The accompanying notes are an integral part of these unaudited condensed

consolidated financial statements.

ESTRELLA IMMUNOPHARMA, INC.

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UNAUDITED CONDENSED CONSOLIDATED STATEMENTS

OF CHANGES IN PREFERRED

STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

Preferred Stock

1 unchanged sentence

Stockholders’

Equity (Deficit)

Balance, July 1, 2023

$ ( 12,188,553 )

$ ( 11,742,550 )

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

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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 )

Balance, July 1, 2022

$ ( 1,074,151 )

$ ( 1,039,843 )

Vesting of early exercised stock options

Stock-based compensation

( 2,885,444 )

Balance, September 30, 2022

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

as described in Note 3

The accompanying notes are an integral part

of these unaudited condensed consolidated financial statements.

$ ( 3,959,595 )

$ ( 3,822,363 )

Vesting of early exercised stock options

Stock-based compensation

( 2,756,340 )

Balance, December 31, 2022

$ ( 6,715,935 )

$ ( 6,475,779 )

* 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.

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OF CASH FLOWS

September 30,

December 31, 2023

December 31, 2022

Cash Flows from Operating Activities:

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$ ( 5,641,784 )

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

in operating assets and liabilities:

expenses - related party

payable - related party

Other payables

and accrued liabilities

lease liability - related party

liability - related party

cash used in operating activities

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

Accounts payable - related party

( 9,256,070 )

Flows from Investing Activities:

to UPTD as extension note receivable prior to business combination

cash used in investing activities

Flows from Financing Activities:

from PIPE investment

from issuance of Series A Preferred Stock

from promissory note

from business combination

cash provided by financing activities

Change in Cash

Other payables and accrued liabilities

Operating lease liability - related party

Accrued liability - related party

Franchise tax payable

Net cash used in operating activities

( 11,542,159 )

at beginning of period

at end of period

Cash Flow Information

paid for income tax

paid for interest

Disclosure of Non-cash Financing Activities

transaction costs included in other payables and accrued liabilities

of Series A prefer stock into common stock

of deferred underwriting commission payable into Series A preferred stock

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

( 1,208,422 )

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

( 1,525,013 )

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

( 5,072,945 )

Proceeds from business combination

Net cash provided by financing activities

Net Change in Cash

( 1,208,422 )

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.

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solid tumors.

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

“ Closing Date ”), Estrella Biopharma, Inc.

As further discussed below and in Note 3, on September

29, 2023 (the “ Closing Date ”), Estrella Biopharma, Inc.

(“Estrella”) and TradeUP Acquisition Corp.

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(“New Estrella” or the “Company”).

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

by Eureka Therapeutics, Inc.

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

in March 2018 and is the predecessor of Estrella.

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

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

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

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

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

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

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

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

(“Eureka Cayman”), an affiliate of

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

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

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

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

Company’s product candidates, EB103 and EB104.

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

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

The Company is also developing EB104,

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

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

The Collaboration Agreement establishes

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

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

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

principal operations.

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

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

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

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

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.

The Company is in the development stage, having

not yet started planned principal operations.

As of December 31, 2023, the Company had devoted substantially all of its efforts toward

preparing regulatory filings (including Investigational New Drug (“IND”) applications), planning preclinical studies, and

building its management team.

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

Clinical Trial, which the Company expects to commence in the first half of 2024.

Merger and reverse recapitalization

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

was consummated on September 29, 2023.

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

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

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

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

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

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

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

Stock before business combination.

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

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

equity financing.

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

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

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

No goodwill or other intangible

assets are recorded.

ESTRELLA IMMUNOPHARMA, INC.

1 unchanged sentence

Notes To Unaudited Condensed Consolidated Financial

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 December 31, 2023, the Company had cash of approximately $ 9.0 million, and accumulated deficit of

approximately $ 15.1 million.

For the six months ended December 31, 2023, loss from operations was approximately $ 2.9 million.

The Company’s

ability to fund its operations is dependent on the amount of cash on hand and its ability to raise debt or additional equity financing.

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

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

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

On September 29, 2023, the Business Combination

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

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

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

Securities, Inc.

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;

(ii) $ 0.3 million from the issuance of

an unsecured promissory note by us to a third party investor;

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

and (iv) $ 10 million

from the PIPE investors pursuant to the Subscription Agreements.

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

On April 20, 2023, UPTD entered into the Common

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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

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.

The Company’s future operations are highly

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The results for

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

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

the three and six months ended December 31, 2023 are not necessarily indicative of the results to be expected for the fiscal year ending

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

Principles of consolidation

3 unchanged sentences

subsidiary have been eliminated upon consolidation.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

A subsidiary is an entity in which the Company,

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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.

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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Making estimates requires management to exercise

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tax asset valuation and allowances.

The Company maintains its operating accounts

in a single financial institution.

The Company maintains its operating accounts in

a single financial institution.

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

but only up to specified limits.

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

held in Trust Account

As of September 30, 2023, the

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

Stock prior to the consummation of the Business Combination.

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

Basic and Diluted Loss per Common Stock

6 unchanged sentences

all potentially dilutive securities are anti–dilutive.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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

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

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

Stock because inclusion thereof would be anti-dilutive:

September 30,

Series A Preferred Stock*

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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

* 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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

As a result, if other assumptions had been used,

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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

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,

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

For issued or modified warrants that meet all

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accounting treatment.

Upon completion of the business combination,

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

The Company treated such

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

Upon completion of the business combination, all

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

The Company treated such warrants

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

Concentration of Credit Risk

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

As of September 30, 2023

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

As of December 31, 2023 and

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

As of December 31, 2023

and June 30, 2023, $ 9,046,015 and $ 2,479,146 were deposited with financial institutions located in the United States, and $ 8,784,872

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 personnel.

The Company relies on

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

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

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

Pursuant to the Services Agreement, Eureka currently

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

The Services Agreement (see Note 10) may be terminated

by mutual agreement at any time.

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

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

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

Additionally, after the Services

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

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

If the Company is required to operate these

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

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

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.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Fair Value of Financial Instruments

The fair value of the Company’s assets

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

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

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

A fair value hierarchy is used to rank

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

Financial assets and liabilities carried at fair value

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

Notes To Unaudited Condensed Consolidated Financial

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.

Agreement (see Note 10) may be terminated by mutual agreement at any time.

Following the termination of, or the expiration of the term

of, the Services Agreement, the Company may not be able to replace the research and development-related services that Eureka provides

or enter into appropriate third-party arrangements on terms and conditions, including cost, comparable to those that the Company will

receive from Eureka.

Additionally, after the Services Agreement terminates, the Company may be unable to sustain the research and development-related

services at the same levels or obtain the same benefits as when the Company was receiving such services and benefits from Eureka.

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

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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.

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.

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 September 30, 2023 and June 30, 2023.

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

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

The Company 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.

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 December 31, 2023 and June 30, 2023.

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

payments, accruals or material deviation from its position.

The Company 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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Research and Development Expenses

The Company charges research and development costs to operations as

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

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

These estimates include the level of services performed

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

of the services completed.

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

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

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

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

which was mainly performed by Eureka.

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 six months ended December 31, 2023 and 2022 primarily consisted of personnel costs

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

technology which was mainly performed by Eureka.

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

Deferred transaction costs

Deferred transaction costs consist primarily

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

Should the Merger prove to be unsuccessful,

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Deferred transaction costs consist primarily of

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

Should the Merger prove to be unsuccessful, these

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

Effective July 1, 2022, the Company adopted ASU

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election not to recognize lease assets and liabilities.

If any of the following criteria

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

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

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

certain to exercise;

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

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

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

value of the underlying asset;

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

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

If 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.

Leases that do not meet any of the above criteria

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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 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

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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 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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Segment reporting

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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.

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.

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

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financial statements.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 3 — Reverse recapitalization

Upon the consummation of the Business Combination, the following transactions

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

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

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

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

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

of the Company as of immediately following the Effective Time;

● The UPTD Units were automatically separated into underlying Common

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

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

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

Agreement immediately prior to the Effective Time;

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

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

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

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

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

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

Upon the consummation of the Business Combination,

the following transactions (collectively, the “Transactions”) were completed, based on the Company’s capitalization

as of September 29, 2023:

● each share of common stock, par value $ 0.0001 per share, of Merger Sub issued and outstanding immediately prior to the effective time of the Business Combination (“Effective Time”) was no longer outstanding and thereupon were converted into and become one validly issued fully paid and non-assessable share of Common Stock, par value $ 0.001 per share, of the Company and all such shares constituted the only outstanding shares of capital stock of the Company as of immediately following the Effective Time;

The UPTD Units were automatically separated into underlying Common Stock and UPTD Warrants and are no longer be traded on the open market following the Closing;

● Estrella issued 500,000 shares of Series A Preferred Stock to White Lion for $ 500,000 and 250,000 shares of Series A Preferred Stock to White Lion as commitment fee pursuant to the Common Stock Purchase Agreement immediately prior to the Effective Time;

● Estrella issued (i) 1,520,000 shares of Series A Preferred Stock were issued to Lianhe World for $1,520,000, (ii) 1,000,000 shares of Series A Preferred Stock were issued to CoFame for $1,000,000, (iii) 730,000 shares of Series A Preferred Stock were issued to Tiger for $730,000 for deferred commission, (iv) 2,000,000 shares of Series A Preferred Stock were issued to Smart Crest for $2,000,000;

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

● Estrella 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;

● 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.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

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

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

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

Common Stock;

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

of Company Common Stock;

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

Limited and Lianhe World, respectively.

Notes To Unaudited Condensed Consolidated Financial

The following table presents the number of the

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Total Common Stock outstanding

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

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

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

Estrella was determined as the accounting acquirer

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

adjustments to give effect of the reverse recapitalization.

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

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

Operations prior to the Closing Date are those of Estrella and

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

In connection with

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

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

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

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

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

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 (deficit):

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

September 29,

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$ ( 473,977 )

The shares and

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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 6 — Other payables and accrued

September 30,

Accrued professional fees (i)

Bonus payable to executive officers (ii)

Salary payable

Total other payables and accrued liabilities

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

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

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

consulting fee related to capital raising, and consulting fee related research and development.

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.

Stock redemption payable represents the balance

payable to UPTD’s shareholders related to the redemption of public shares of UPTD’s Common Stock before the consummation of

the business combination.

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

(see Note 4).

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 8 — Commitments &

Contingencies

Note 8- Commitments and contingencies

Manufacturing Commitment

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Equity Financing Commitment

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

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

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

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

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

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

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

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

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

In addition, under Nasdaq listing

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

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

obtained as of the date hereof.

On April 20, 2023, UPTD entered into a

Common Stock purchase agreement (as amended on April 26, 2023 and from time to time, the “Common Stock Purchase

Agreement”) and a related registration rights agreement (the “White Lion RRA”) with White Lion.

Pursuant to the

Common Stock Purchase Agreement, following the Closing, the Company has the right, but not the obligation to require White Lion to

purchase, from time to time, up to the lesser of (i) $ 50,000,000 in aggregate gross purchase price of newly issued shares of Common

Stock of the Company subject to certain limitations and conditions set forth in the Common Stock Purchase Agreement, including,

among others, the initial and any subsequent registration statement for the Equity Line Shares being declared effective by the SEC

and remaining effective during the term of the Common Stock Purchase Agreement.

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.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

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 TradeUP Acquisition Corp., TradeUP Acquisition Sponsor

LLC and certain security holders named therein.

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

the Business Combination.

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

demands, that the Company registers such securities.

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

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

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

We are also obligated to file a registration

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

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

pursuant to the Subscription Agreements.

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

The holders of 312,200 shares of Common Stock

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

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

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

TradeUP Acquisition Sponsor LLC and certain security holders named therein.

The Company assumed the obligations of UPTD under such agreement

upon consummation of the Business Combination.

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

excluding short form demands, that the Company registers such securities.

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

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

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

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

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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 Costs:

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 Costs:

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).

ESTRELLA IMMUNOPHARMA, INC.

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Notes To Unaudited Condensed Consolidated Financial

Allocation of Costs, unless otherwise agreed

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

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

as defined in the Collaboration Agreement;

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

as defined in the Collaboration Agreement;

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

Overruns, as defined in the Collaboration Agreement.

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

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

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

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

The Company and Eureka recorded the costs associated

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

September 30, 2023 and 2022, respectively.

On May 15, 2023, Estrella assigned a cost

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

There was no impact on Estrella’s

statements of operations.

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 six months ended December 31, 2023 and 2022, respectively, and $ 0 for

the three months ended December 31, 2023 and 2022.

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

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

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

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

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

by Eureka under the Agreement.

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

As of December 31, 2023 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 December 31, 2023, one development milestone payment in the amount of $ 50,000 related to the submission of EB103

to the FDA was earned by Eureka under the Agreement.

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

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

Services Agreement

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agreed upon the parties in writing.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Eureka’s service covered a period of 12

months and the service commenced on June 28, 2022.

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

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

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

As of December 31, 2023 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 December 31, 2023 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 six months ended December 31, 2023 and

2022, Estrella incurred $ 54,957 and $ 115,451 pass-through costs related to clinical trials, respectively.

For the three months ended December 31, 2023 and

2022, Estrella incurred $ 50,459 and $ 71,18 pass-through costs related to clinical trials, respectively.

After the closing of the business combination

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

(Refer to Note 12) As of September

(Refer to Note 12) As of December

31, 2023 and June 30, 2023, Eureka collectively owned 67.6 % and 92.1 % of Estrella on a fully diluted basis, respectively.

On July 6, 2022, Estrella entered into an office

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

Under the original lease contract, the

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

In November 2022, the sublease’s expiration

date was amended to July 31, 2023.

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.

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

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

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

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

incurred $ 2,000 and $ 6,000 rent expense from Eureka, respectively.

(Refer to Note 15) As of September 30, 2023 and June 30, 2023, the

outstanding balance of lease payments of $ 24,000 and $ 22,000 was recorded as accrued liability - related party on the Company’s

condensed consolidated balance sheets, respectively.

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 six months ended December 31, 2023 and

2022, the Company incurred $ 8,000 and $ 10,000 rent expense from Eureka, respectively.

For the three months ended December 31, 2023 and

2022, the Company incurred $ 6,000 rent expense from Eureka, respectively.

(Refer to Note 15)

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

outstanding balance of lease payments of $ 6,000 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 Hongbin Zhang, in the aggregate principal amount of $ 300,000 (the “Unsecured Note”).

promissory note to Hongbing Zhang, in the aggregate principal amount of $ 300,000 (the “Unsecured Note”).

Interest shall begin

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on October 30, 2023 and was paid in full on October 27, 2023.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Note 11 — Preferred Stock

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in Note 8 above.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

The significant terms of the Series A, Series

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as if they had been converted to Common Stock.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Voting Rights

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be converted into shares of Common Stock, at the then effective conversion rate (y) such shares may not be reissued by Estrella.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

Redemption Rights

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exclusive license or other disposition is to a wholly owned subsidiary of Estrella.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

Estrella shall use the consideration received

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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 .

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’

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$ 0.0001 per share.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

To Unaudited Condensed Consolidated Financial Statements

After reverse recapitalization

Upon consummation of

the business combination on September 29, 2023, Each share of Estrella’s Common Stock was converted into 0.2407 shares of the Company’s

Common Stock.

The Company’s authorized

shares of Common Stock is 250,000,000 with a par value of $ 0.0001 per share (the “Common Stock”).

Given the retroactive effect

of the reverse recapitalization, as of June 30, 2023, there were 978,243 shares of Common Stock issued and outstanding.

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

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the Business Combination, the Company issued an aggregate total of 1,701,232 Common Stock to UPTD’s shareholders.

T he following table presents

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

The following table presents the number of the

Company’s ordinary shares issued upon the Reverse Recapitalization:

Ordinary Shares

2 unchanged sentences

Total shares issued upon the Reverse Recapitalization

Conversion of Series A Preferred Stock and the Series AA Preferred

Conversion of Series A Preferred Stock and

the Series AA Preferred Stock

Immediately prior to the consummation of the business

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determined by the total number of shares of Estrella Common Stock outstanding at the Effective Time in accordance with the Merger Agreement.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

PIPE investment shares

In connection with the Merger, on September 14, 2023, UPTD entered

into subscription agreements (the “Subscription Agreements”) with each of Plentiful Limited, a Samoan limited company (“Plentiful

Limited”) and Lianhe World Limited (“Lianhe World,” together with Plentiful Limited, collectively, the “PIPE Investors”).

Concurrently with the closing of the Business Combination, the Company issued 500,000 shares of Common Stock to each of Plentiful Limited

and Lianhe World, respectively, for aggregate proceeds of $ 10,000,000 .

Within thirty days following the date of the

Closing, each PIPE Investor will also be entitled to receive 704,819 shares of Common Stock.

Within five days following the date that

is 24 months following the Closing (the “24-Month Date”), if the VWAP of Common Stock for the fifteen trading days prior

to the 24-Month Date (the “24-Month Date VWAP”) is less than $ 8.30 , then each of them will be entitled to a number of shares

of Common Stock equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor

on the 24-Month Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00.

In connection with the Merger, on September 14,

2023, UPTD entered into subscription agreements (the “Subscription Agreements”) with each of Plentiful Limited, a Samoan limited

company (“Plentiful Limited”) and Lianhe World Limited (“Lianhe World,” together with Plentiful Limited, collectively,

the “PIPE Investors”).

Concurrently with the closing of the Business Combination, the Company issued 500,000 shares of Common

Stock to each of Plentiful Limited and Lianhe World, respectively, for aggregate proceeds of $ 10,000,000 .

Within thirty days following the date of the Closing,

each PIPE Investor will also be entitled to receive 704,819 shares of Common Stock.

Within five days following the date that is 24 months

following the Closing (the “24-Month Date”), if the VWAP of Common Stock for the fifteen trading days prior to the 24-Month

Date (the “24-Month Date VWAP”) is less than $ 8.30 , then each of them will be entitled to a number of shares of Common Stock

equal to (i) (A) 8.30 minus (B) the 24-Month Date VWAP multiplied by (ii) (A) the number of Shares held by the Investor on the 24-Month

Date minus (B) the number of Shares acquired by the Investor following the Closing divided by 10.00.

In connection with the reverse recapitalization,

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at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The Company has agreed that as soon as practicable,

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may call the Warrants for redemption:

whole and not in part;

in whole and not in part;

● at 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;

● 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.

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.

ESTRELLA IMMUNOPHARMA, INC.

AND ITS SUBSIDIARY

Notes To Unaudited Condensed Consolidated Financial

The Company accounted for the 2,215,000 public

2 unchanged sentences

Contracts in Entity’s Own Equity”.

14 — Stock Based Compensation

At the special meeting of UPTD stockholders related to the Business

Combination held on July 31, 2023, UPTD’s shareholders approved the adoption of the Company’s 2023 Omnibus Incentive Plan

(the “2023 Plan”), which became effective on the Closing Date.

Upon the closing of the Business Combination, 3,520,123 shares

of Common Stock became authorized for issuance under the 2023 Plan.

As of the date hereof, no shares of Common Stock have been issued

under the Incentive Plan.

On May 27, 2022, the Company’s board of directors approved its

2022 Equity Incentive Plan (the “2022 Plan”).

The 2022 Plan provides for the grant of (i) options, (ii) share appreciation

rights, (iii) restricted share awards, (iv) restricted share unit awards, and (v) other share awards.

The aggregate number of shares of

Common Stock that may be issued pursuant to the 2022 Plan will not exceed 15,000,000 shares of Common Stock.

On May 27, 2022, the Company

granted options under the 2022 Plan to purchase 15,000,000 shares of its Common Stock to its employees, board of directors, and other

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.

The total fair value of these stock options was approximately $ 1,638,381 .

The stock-based compensation expense recorded

in the Company’s results of operations for the three month ended September 30, 2023 and 2022, were amounted to $ 1,194,653 and $ 102,399 ,

respectively.

The breakdown of stock based compensation by

categories for the three months ended September 30, 2023 and 2022 are summarized below:

September 30,

in the Company’s results of operations for the six months ended December 31, 2022 and 2021 were $ 1,194,653 and $ 204,798 , respectively.

The stock-based compensation expense recorded in the Company’s results of operations for the three months ended December 31, 2022

and 2021 were $ 0 and $ 102,399 , respectively.

The breakdown of stock-based compensation by categories

for the three and six months ended December 31, 2023 and 2022 are summarized below:

Research and development

1 unchanged sentence

Total stock based compensation

Research and development

General and administrative

Total stock based compensation

ESTRELLA IMMUNOPHARMA, INC.

21 unchanged sentences

in the marketplace and the prospects of a liquidity event, among others.

For the three months ended September 30, 2023,

no additional stock options were granted.

On May 27, 2022, all employees, the board of

directors, and other consultants elected to exercise the stock options granted by the Company early.

The total proceeds received by the

Company amounted to $ 15,000 and was recorded as other liability due to the terms of the early exercised shares, which are subject to

repurchase until such shares are vested and are required to be returned to the Company if the vesting conditions are not satisfied.

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

As of September 30, 2023 and June

30, 2023, the unamortized balance of the above mentioned other liability amounted to $ 0 and $ 12,725 , respectively, based on the vesting

For the six months ended December 31, 2023, no

additional stock options were granted.

On May 27, 2022, all employees, the board of directors,

and other consultants elected to exercise the stock options granted by the Company early.

The total proceeds received by the Company amounted

to $ 15,000 and was recorded as other liability due to the terms of the early exercised shares, which are subject to repurchase until such

shares are vested and are required to be returned to the Company if the vesting conditions are not satisfied.

Such other liability account

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

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

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

A summary of early-exercised stock option’s

vesting activity for the year ended June 30, 2023, and for the three months ended September 30, 2023 is as follows:

vesting activity for the year ended June 30, 2023, and for the six months ended December 31, 2023 is as follows:

Balance of unvested early-exercised stock option at June 30, 2022

4 unchanged sentences

( 10,937,500 )

Balance of unvested early-exercised stock option at September 30, 2023

Balance of unvested early-exercised stock option at December 31, 2023

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.

ESTRELLA IMMUNOPHARMA, INC.

1 unchanged sentence

Notes To Unaudited Condensed Consolidated Financial

Note 15 — Leases

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

with Eureka, a related party.

Under the original lease contract, the sublease agreement commenced on August 1, 2022 and expires on September

In November 2022, the sublease’s expiration date was amended to July 31, 2023.

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.

For the six months ended December 31, 2023 and

2022, the Company incurred $ 8,000 and $ 10,000 rent expense from Eureka, respectively.

For the three months ended December 31, 2023 and

2022, the Company incurred $ 6,000 rent expense from Eureka, respectively.

(Refer to Note 15)

The Company’s office lease was classified

1 unchanged sentence

The Company’s lease agreement does not contain any material residual value guarantees or material restrictive

The Company elected not to apply the ROU and

lease liability recognition requirements to above mentioned short-term lease in accordance with ASC 842-20-25-2.

As a result of the lease

amendment, the Company then reduced the corresponding ROU and lease liability to $ 0 and continued to recognize the lease monthly payments

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 month ended September

30, 2023 and 2022 was $ 2,000 and $ 6,000 , respectively.

for the three months ended December 31, 2023 and 2022 was $ 6,000 .

Rent expense for the six months ended December 31, 2023 and 2022 was

$ 8,000 and $ 10,000 , respectively.

Note 15 — Subsequent Events

In October 2023, the Company remitted approximately

$ 9.3 million to settle the account payable balance to Eureka related to the License Agreement and the Services Agreement.

In October 2023, the Company fully repaid the

promissory note balance of $ 0.3 million as indicated in Note 11.

In October 2023, the Company paid UPTD’s

shareholders approximately $ 5.1 million to settle the stock redemption payable.

The Company evaluated subsequent

events and transactions that occurred after the balance sheet date through February 14, 2024, when the unaudited financial statements

Except as described below, there were no material subsequent events that required recognition or disclosure in the financial

Share Repurchase Authorization

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

The press release was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on January 30, 2024,

which is incorporated herein by reference.

As of February 14, 2024, no share repurchases have been made under the authorization.

PIPE Share Issuance

9, 2024, the Company completed the issuance of 704,819 shares of Common Stock to each of the two PIPE Investors pursuant to the Subscription

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.

As a result of the issuance, the total number of issued and outstanding shares of

Common Stock increased from 35,201,232 to 36,610,870 as of February 9, 2024.

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