Financial Performance - Net loss for the three months ended September 30, 2022 was $344,863 compared to a loss of $107,547 for the same period in 2021, indicating a 220% increase in losses year-over-year [18]. - The Company reported a net loss of $845,701 for the nine months ended September 30, 2022, compared to a net loss of $111,921 for the same period in 2021 [25]. - Basic and diluted net loss per share attributable to TradeUP Acquisition Corp. was $(0.08) for the three months ended September 30, 2022, compared to $(0.99) for the same period in 2021 [17]. - For the three months ended September 30, 2022, the basic and diluted net loss per share was $(0.05), compared to $(0.08) for the same period in 2021 [70]. - The allocation of net loss for the three months ended September 30, 2022, was $(229,714) for non-redeemable common stock and $(115,149) for redeemable common stock [70]. - For the nine months ended September 30, 2022, the company had a net loss of $845,701, which included formation and operating costs of $1,044,023 [137]. Assets and Liabilities - Total current assets decreased from $616,034 to $160,752, a decline of approximately 74% from December 31, 2021 to September 30, 2022 [15]. - Cash balance significantly reduced from $478,868 to $73,752, representing a decrease of about 85% [15]. - Total liabilities increased from $1,623,654 to $2,286,254, an increase of approximately 41% [15]. - Total stockholders' deficit increased from $(1,006,192) to $(1,981,489) from December 31, 2021 to September 30, 2022, reflecting a decline of approximately 97% [15]. - Current liabilities surged from $73,154 to $735,754, marking an increase of approximately 906% [15]. - The Company has a working deficit of $575,002 as of September 30, 2022, indicating ongoing financial challenges [36]. - As of September 30, 2022, the Company had cash of $73,752, down from $772,168 at the beginning of the period [25]. - Total assets slightly decreased from $45,803,462 to $45,620,361, a reduction of about 0.4% [15]. Initial Public Offering (IPO) - The Company generated gross proceeds of $44,300,000 from the sale of public units during its Initial Public Offering [28]. - Total transaction costs related to the Initial Public Offering amounted to $3,019,474, including $886,000 in underwriting fees [28]. - The Company sold 4,000,000 Units at $10.00 per Public Unit during the Initial Public Offering, generating gross proceeds of $40,000,000 [76]. - Offering costs related to the Initial Public Offering amounted to $3,019,474, which were charged to stockholders' equity upon completion [51]. - The Company issued 2,215,000 Warrants in connection with the Initial Public Offering, each entitling the holder to purchase one share of Common Stock at $11.50 [105]. Business Combination and Future Plans - The Company entered into a Merger Agreement with Estrella Biopharma, Inc. on September 30, 2022, which will result in Estrella becoming a wholly owned subsidiary [39]. - The merger will result in Estrella becoming a wholly owned subsidiary of the company, which will change its name to "Estrella Immunopharma, Inc." upon closing [122]. - The Company has until January 19, 2023, to complete its initial Business Combination, or it will be required to liquidate [34]. - The Company has not commenced any operations and will not generate operating revenues until after completing a Business Combination [27]. - The Company plans to use substantially all funds held in the Trust Account to complete the business combination, with the possibility of additional financing if necessary [143]. Financial Risks and Concerns - Management has raised substantial doubt about the Company's ability to continue as a going concern due to conditions related to Promissory Notes and Working Capital Loans [38]. - The Inflation Reduction Act of 2022 imposes a 1% excise tax on stock repurchases by publicly traded corporations starting January 1, 2023, which may affect the Company's cash available for Business Combinations [42]. - The Company has not generated any operating revenues to date and does not expect to do so until after the completion of the business combination with Estrella [134]. - The Company has established a full valuation allowance for deferred tax assets due to significant uncertainty regarding future realization [113]. Cash and Investments - As of September 30, 2022, the Company had no cash equivalents and held assets in the Trust Account primarily in money market funds invested in U.S. Treasury securities [48][49]. - The Trust Account holds $45,186,000, which is intended for use in a future Business Combination [31]. - The Company has not experienced losses on its cash account and believes it is not exposed to significant credit risk [56]. - The Company has not entered into any off-balance sheet financing arrangements or established any special purpose entities [149]. Tax and Legal Matters - There were no unrecognized tax benefits or amounts accrued for interest and penalties as of September 30, 2022 [64]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to unrecognized tax benefits as of September 30, 2022 [172]. - The Company is not a party to any material legal proceedings, nor have any been threatened against it [184]. Internal Controls and Compliance - The Company has identified a material weakness in internal controls related to the accounting for complex equity instruments in connection with its initial public offering [179]. - The Company is classified as an "emerging growth company" and has elected not to opt out of the extended transition period for new or revised financial accounting standards [155]. - The Company evaluated subsequent events up to November 14, 2022, and did not identify any requiring adjustment or disclosure [114].
Estrella Immunopharma(ESLA) - 2022 Q3 - Quarterly Report