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                                November 21, 2023

       Cheng Liu, Ph.D.
       Chief Executive Officer, President and Director
       Estrella Immunopharma, Inc.
       5858 Horton Street, Suite 170
       Emeryville, California, 95608

                                                        Re: Estrella
Immunopharma, Inc.
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed November 13,
2023
                                                            File No. 333-274931

       Dear Cheng Liu:

                                                        We have reviewed your
amended registration statement and have the following comment.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comment applies to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1

       General

   1.                                                   We note your revised
disclosure on the Cover Page stating you are registering 312,200
                                                        Founder Shares "that
were originally issued to initial shareholders . . . at a purchase price
                                                        equivalent to
approximately $0.022 per Founding Share." Revise to highlight any
                                                        differences in the
current trading price, the price that the initial shareholders acquired their
                                                        shares and the price
that the public securityholders acquired their shares. Disclose that
                                                        while the initial
shareholders may experience a positive rate of return based on the current
                                                        trading price, the
public securityholders may not experience a similar rate of return on the
                                                        securities they
purchased due to differences in the purchase prices and the current trading
                                                        price. Please also
disclose the potential profit the selling securityholders will earn based
                                                        on the current trading
price.
 Cheng Liu, Ph.D.
FirstName  LastNameCheng
Estrella Immunopharma,  Inc.Liu, Ph.D.
Comapany 21,
November   NameEstrella
               2023     Immunopharma, Inc.
November
Page  2    21, 2023 Page 2
FirstName LastName
       Please contact Daniel Crawford at 202-551-7767 or Alan Campbell at
202-551-4224 with
any questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Life Sciences
cc:      Michael Blankenship, Esq.