What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 143 added, 124 removed, 340 unchanged (44% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

June 30, 2025

September 30, 2025

December 31, 2024

7 unchanged sentences

Due to Sponsor

Promissory note – related party

Accrued offering costs

4 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

17,250,000 shares at redemption value of $ 10.32 and $ 10.11 per share as of June 30, 2025 and December 31, 2024, respectively

17,250,000 shares at redemption value of $ 10.43 and $ 10.11 per share as of September 30, 2025 and December 31, 2024, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of June 30, 2025 and December 31, 2024

none issued or outstanding as of September 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

100,000,000 shares authorized;

no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024

no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

4,657,500 shares issued and outstanding as of June 30, 2025 and December 31, 2024

4,657,500 shares issued and outstanding as of September 30, 2025 and December 31, 2024

Additional paid-in capital

9 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended June 30,

For the Six Months Ended June 30,

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

General and administrative costs

Loss from operations

Other income:

Dividends earned on marketable securities held in Trust Account

Total other income

Other income (expense):

Dividends and interest earned on marketable securities held in Trust Account

Unrealized loss on marketable securities held in Trust Account

Total other income (expense), net

Net income (loss)

1 unchanged sentence

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class B ordinary shares outstanding – basic (1)(2)

Net income (loss) per non-redeemable Class B ordinary share – basic

Weighted average non-redeemable Class B ordinary shares outstanding – diluted (1)(2)

Net income per non-redeemable Class B ordinary share - diluted

(1) Three months ended June 30, 2024 excludes an aggregate of up to 607,500 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (Notes 5 and 7).

Weighted average non-redeemable Class B ordinary shares outstanding – basic and diluted (1)(2)

Net income (loss) per non-redeemable Class B ordinary share – basic and diluted

(1) Three and nine months ended September 30, 2024 excludes an aggregate of up to 607,500 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters (Notes 5 and 7).

(2) On December 24, 2024, the underwriters fully exercised their over-allotment option resulting in no shares subject to forfeiture related to the over-allotment option.

2 unchanged sentences

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025

Ordinary Shares

16 unchanged sentences

( 6,166,105 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024

Accretion for Class A ordinary shares to redemption amount

( 1,873,780 )

Balance – September 30, 2025 (unaudited)

( 6,380,229 )

( 6,379,763 )

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

Ordinary Shares

3 unchanged sentences

Balance — June 30, 2024 (unaudited)

Balance — September 30, 2024 (unaudited)

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

Cash Flows from Operating Activities:

2 unchanged sentences

Payment of expenses through note payable – related party

Dividends and unrealized gain on marketable securities held in Trust Account

Dividends and interest on marketable securities held in Trust Account

( 5,548,731 )

6 unchanged sentences

Proceeds from note payable – related party

Payment of offering costs

Net cash provided by financing activities

3 unchanged sentences

Supplemental disclosure of cash flow information:

Deferred offering costs contributed by Sponsor through note payable – related party

Offering costs included in accrued offering costs

Deferred offering costs paid through promissory note – related party

Prepaid services contributed by Sponsor through the note payable – related party

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND LIQUIDITY

4 unchanged sentences

The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of June 30, 2025, the Company had not commenced any operations.

All activity for the period from April 19, 2022 (inception) through June 30, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of September 30, 2025, the Company had not commenced any operations.

All activity for the period from April 19, 2022 (inception) through September 30, 2025, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of dividends income from the proceeds derived from the Initial Public Offering.

The Company will generate non-operating income in the form of dividends and interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on December 20, 2024.

10 unchanged sentences

The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.10 per Public

The Public shareholders

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Share, plus any pro rata interest then in the Trust Account, net of income taxes payable).

SEPTEMBER 30, 2025

will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.10 per Public Share, plus any pro rata interest then in the Trust Account, net of income taxes payable).

There will be no redemption rights with respect to the Company’s warrants.

12 unchanged sentences

However, if the initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period.

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.10 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed

In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

SEPTEMBER 30, 2025

$ 10.10 per share initially held in the Trust Account.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account.

This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

2 unchanged sentences

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system.

6 unchanged sentences

The Company’s liquidity needs up to December 24, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 800,000 (see Note 4).

At June 30, 2025, the Company had cash of $ 35,255 and a working capital deficit of $ 128,605 .

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to completing a Business Combination.

Borrowings under the note are no longer available.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of the Company’s officers and directors or their affiliates may, but are not obligated to, loan the Company funds as may be required.

If the Company completes a Business Combination, the Company would repay such loaned amounts.

In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

Up to $ 1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

The units would be identical to the Private Placement Units.

At September 30, 2025 and December 31, 2024, no amount were borrowed under the Working Capital Loan program.

On August 8, 2025, the Company entered into a non-interest bearing promissory note with the Sponsor for a principal amount of up to $ 2,000,000 .

The loan on the promissory note is due upon the closing of a Business Combination.

At September 30, 2025 and December 31, 2024, there was $ 100,000 and $ 0 , respectively, borrowed under this promissory note.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The Company does not believe it will need to raise additional funds in excess of amounts available under the August 8, 2025 promissory note or amounts that may be available under any Working Capital Loans in order to meet the expenditures required for operating the business.

However, if the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate the business prior to a Business Combination.

Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon consummation of a Business Combination, in which case, the Company may issue additional securities or incur debt in connection with such Business Combination.

At September 30, 2025, the Company had cash of $ 47,150 and a working capital deficit of $ 342,263 .

The Company has until June 24, 2026, to consummate the initial Business Combination.

If the Company does not complete a Business Combination within the Completion Window, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014 - 15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern.

No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after June 20, 2026.

1 unchanged sentence

There is no assurance that the Company’s plans to consummate a Business Combination or to receive working capital from the Sponsor will be successful.

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

4 unchanged sentences

In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

The condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by GAAP.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on March 31, 2025.

The interim results for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

The interim results for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Segment Reporting

The Company complies with ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

The Company complies with ASC 280, “Segment Reporting,” which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Emerging Growth Company

2 unchanged sentences

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

2 unchanged sentences

Making estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

1 unchanged sentence

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 35,255 and $ 438,174 in cash and no cash equivalents as of June 30, 2025 and December 31, 2024, respectively.

The Company had $ 47,150 and $ 438,174 in cash and no cash equivalents as of September 30, 2025 and December 31, 2024, respectively.

Marketable Securities Held in Trust Account

At June 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

At September 30, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

1 unchanged sentence

Trading securities are presented on the condensed balance sheets at fair value at the end of each reporting period.

Interest and dividends earned by the marketable securities are automatically reinvested in trust assets.

Dividends and interest earned by the marketable securities are automatically reinvested in trust assets.

The estimated fair values of marketable securities held in Trust Account are determined using available market information.

Fair values of these marketable securities are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.

As of June 30, 2025 and December 31, 2024, the Company reported $ 178,025,297 and $ 174,350,346 , respectively, in marketable securities held in the Trust Account.

As of September 30, 2025 and December 31, 2024, the Company reported $ 179,899,077 and $ 174,350,346 , respectively, in marketable securities held in the Trust Account.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Fair Value of Financial Instruments

7 unchanged sentences

● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

5 unchanged sentences

The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.

Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

Derivative liabilities are classified in the condensed balance sheets as current or non-current based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the condensed balance sheet date.

The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the contingently redeemable shares and was accounted for as a liability pursuant to ASC 480 since the underwriters partially exercised their overallotment option at the closing of Initial Public Offering.

4 unchanged sentences

Offering costs allocated to Public Shares (defined below) were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as the Public Warrants (defined below) and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Warrant Instruments

4 unchanged sentences

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

3 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of June 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of September 30, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

3 unchanged sentences

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.

June 30, 2024 excludes an aggregate of up to 607,500 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters.

September 30, 2024 excludes an aggregate of up to 607,500 ordinary shares subject to forfeiture if the over-allotment was not exercised in full or in part by the underwriters.

At the closing of the Initial Public Offering on December 24, 2024, the underwriters exercised their over-allotment option in full.

As such, the 607,500 Founder Shares are no longer subject to forfeiture.

As of June 30, 2025 and December 31, 2024, other than the 607,500 Founder Shares that were subject to forfeiture, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company.

As of September 30, 2025 and December 31, 2024, other than the 607,500 Founder Shares that were subject to forfeiture, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common shares and then share in the earnings of the Company.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Three Months Ended June 30,

For the Three Months Ended September 30,

Non-redeemable

Basic net income (loss) per ordinary share

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic weighted average ordinary shares outstanding

Basic net income (loss) per ordinary share

For the Six Months Ended June 30,

Diluted net income (loss) per ordinary share

Allocation of net income

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

For the Three and Six Months Ended June 30, 2025

Diluted net income per ordinary share

Allocation of net income

Diluted weighted average ordinary shares outstanding

Diluted net income per ordinary share

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

For the Nine Months Ended September 30,

Basic and diluted net income (loss) per ordinary share

Allocation of net income (loss)

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income (loss) per ordinary share

Concentration of Credit Risk

1 unchanged sentence

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

Class A Ordinary Shares Subject to Possible Redemption

1 unchanged sentence

In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of June 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of September 30, 2025 and December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of September 30, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Gross proceeds

9 unchanged sentences

Balance – June 30, 2025

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Accretion for Class A ordinary shares to redemption amount

Balance – September 30, 2025

Recent Accounting Standards

4 unchanged sentences

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

INITIAL PUBLIC OFFERING

11 unchanged sentences

The initial shareholders agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of (A) six months after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 30 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in the Company’s shareholder having the right to exchange its ordinary shares for cash, securities or other property.

On October 15, 2024, the Former Sponsor, the Sponsor, and the Company entered into an Assignment and Novation Agreement where the Former Sponsor assigned all of its rights, interests, obligations and liabilities in the Securities Subscription Agreement dated May 25, 2022, as amended, to the Sponsor.

The Sponsor became the Sponsor of the Company thereafter.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

Related Party Loans

8 unchanged sentences

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

As of June 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

The Working Capital Loans would either be repaid upon consummation of

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2025

a Business Combination, without interest, or, at the lender’s discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

As of September 30, 2025 and December 31, 2024, there were no Working Capital Loans outstanding.

On August 8, 2025, the Company entered into a non - interest bearing promissory note with the Sponsor for a principal amount of up to $ 2,000,000 .

The loan on the promissory note is due upon the closing of a Business Combination.

At September 30, 2025 and December 31, 2024, there was $ 100,000 and $ 0 , respectively, borrowed under this promissory note.

Administrative Agreement

The Company agreed, commencing on December 24, 2024 through the earlier of consummation of the initial Business Combination and the liquidation, to pay its Sponsor a fee of approximately $ 10,000 per month for administrative and support services.

Included in general and administrative costs on the unaudited condensed statements of operations, the Company recognized $ 30,000 and $ 60,000 for the three and six months ended June 30, 2025.

The Company owes the Sponsor $ 46,762 and $ 2,000 as of June 30, 2025 and December 31, 2024, respectively for the administrative fees and reports this amount as due to Sponsor on the condensed balance sheets.

Included in general and administrative costs on the condensed statements of operations, the Company recognized $ 30,000 and $ 90,000 for the three and nine months ended September 30, 2025.

The Company owes the Sponsor $ 76,762 and $ 2,000 as of September 30, 2025 and December 31, 2024, respectively, for the administrative fees and reports this amount as due to Sponsor on the condensed balance sheets.

No administrative fees were incurred prior to December 24, 2024.

1 unchanged sentence

In July 2024, the Company entered into a consulting agreement with the Chief Financial Officer for his services.

For the three and six months ended June 30, 2025, the Company incurred $ 59,200 and $ 120,050 , respectively, in related fees.

For the three and six months ended June 30, 2024, the Company did no t incur any related fees.

At June 30, 2025 and December 31, 2024, no amount were outstanding for these services.

For the three and nine months ended September 30, 2025, the Company incurred $ 58,540 and $ 178,590 , respectively, in related fees.

For the three and nine months ended September 30, 2024, the Company did no t incur any related fees.

At September 30, 2025 and December 31, 2024, no amounts were outstanding for these services.

PRIVATE PLACEMENT

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

In addition, the underwriters are entitled to a deferred underwriting fee of $ 0.35 per Unit, or $ 6,037,500 in the aggregate.

The deferred fee will become payable to the underwriters or other FINRA members that assist the Company in consummating an initial Business Combination at the Company’s and the Sponsor’s discretion from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

The deferred fee will become payable to the underwriters or other Financial Industry Regulatory Authority (“FINRA”) members that assist the Company in consummating an initial Business Combination at the Company’s and the Sponsor’s discretion from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

SHAREHOLDERS’ DEFICIT

Preference shares — The Company is authorized to issue 1,000,000 preference shares, with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.

As of June 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

As of September 30, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

Class A ordinary shares — The Company is authorized to issue 100,000,000 Class A ordinary shares with a par value of $ 0.0001 per share.

As of June 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.

As of September 30, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.

Class B ordinary shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $ 0.0001 per share.

Holders of Class B ordinary shares are entitled to one vote for each share.

As of June 30, 2025 and December 31, 2024, there were 4,657,500 Class B ordinary shares outstanding.

As of September 30, 2025 and December 31, 2024, there were 4,657,500 Class B ordinary shares outstanding.

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

connection with the initial Business Combination.

Holders of Founder Shares may also elect to convert their Class B ordinary shares into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

Warrants — As of June 30, 2025 and December 31, 2024, there were 15,700,000 warrants outstanding, including 8,625,000 Public Warrants and 7,075,000 Private Placement Warrants.

Warrants — As of September 30, 2025 and December 31, 2024, there were 15,700,000 warrants outstanding, including 8,625,000 Public Warrants and 7,075,000 Private Placement Warrants.

The Public Warrants will become exercisable 30 days after the completion of a Business Combination.

19 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

SEPTEMBER 30, 2025

In addition, if the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $ 18.00 share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher of the Market Value and the Newly Issued Price.

FAIR VALUE MEASUREMENT

At June 30, 2025 and December 31, 2024, assets held in the Trust Account were comprised of money market funds which are invested primarily in U.S.

At September 30, 2025 and December 31, 2024, assets held in the Trust Account were comprised of money market funds which are invested primarily in U.S.

Treasury securities.

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

September 30,

Treasury Securities

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2025

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

SEPTEMBER 30, 2025

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income or loss.

The measure of segment assets is reported on the condensed balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total assets, which include the following:

September 30,

Marketable securities held in Trust Account

For the Three Months

For the Six Months

Ended June 30,

For the Nine Months

Ended September 30,

General and administrative costs

Dividends earned on marketable securities held in Trust Account

The CODM reviews dividends earned on marketable securities to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

Dividends and interest earned on marketable securities held in Trust Account

The CODM reviews dividends and interest earned on marketable securities to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

General and administrative costs, as reported on the condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements, other than discussed below.

On August 8, 2025, the Company entered into a non-interest bearing promissory note with the Sponsor for a principal amount of up to $ 2,000,000 .

The loan on the promissory note is due upon the closing of a Business Combination.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the condensed financial statements.

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