What changed in this filing

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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 320 added, 313 removed, 717 unchanged (47% of the section changed)

13 unchanged sentences

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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Two of these drugs, a small molecule inhibitor of Plk2, ON1231320 and a second compounds ON123300 which is a dual inhibitor of Cdk4 and AKT pathways are currently undergoing pre-clinical evaluation.

Reddy is also a founder and director of Althenova Therapeutics Inc., a biotechnology company that leverages advances in artificial intelligence to develop novel protein therapeutics targeting previously “undruggable” intracellular signaling pathways implicated in cancer, neurodegenerative disorders, and other serious diseases.

Reddy founded the cancer journal Oncogene in 1986 and served as its Editor from 1986 to 2009.

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Kestenbaum is an active senior investment professional and has served as a Managing Director at EQT, an alternative asset management firm, where he specializes in Energy since October 2018.

Kestenbaum is also a member of the Investment Committee for the EQT Foundation.

Kestenbaum is also a member of the Investment Committee for the EQT Foundation and currently serves on the board of certain portfolio companies of EQT.

Prior to joining EQT, from 2015 until 2018, he was an investment professional at American Infrastructure Funds, a private equity firm based in the San Francisco Bay Area, where Mr.

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Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our founder shares.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of

Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate.

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The members of our audit committee are Matthew A.

Kestenbaum and Christopher Jarratt.

Kestenbaum, Christopher Jarratt and Curtis T.

Kestenbaum serves as the chairperson of the audit committee.

We intend to identify one additional independent director to serve on the audit committee within the applicable time periods set forth in Nasdaq’s phase-in rules for newly listed companies.

Each member of the audit committee is or will be financially literate and our board of directors has determined that Mr.

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These entities may compete with us for acquisition opportunities.

If these entities decide to pursue any such

opportunity, we may be precluded from pursuing it.

If these entities decide to pursue any such opportunity, we may be precluded from pursuing it.

However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

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and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

Below is a table summarizing the entities to which our executive officers and director nominees currently have fiduciary duties or contractual obligations:

Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties or contractual obligations:

Entity’s Business

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Founder, President and Director

Althenova Therapeutics Inc.

Biotech company

Founder and Director

Blavatnik Biomedical Accelerator, Harvard University

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These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons.

Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner, other than with respect to the late filing of a Form 3 by Christopher Jarratt, our director, which was filed on January 6, 2025.

Executive Compensation.

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Any such arrangements will be disclosed in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders in connection with a proposed business combination, to the extent they are known at such time.

We have entered into a consulting agreement with the Chief Financial Officer to pay a monthly fee of $20,833 for his services.

As of December 31, 2024, we owed $0 for services.

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

For the year ended December 31, 2025, we incurred $237,130 in related fees.

For the year ended December 31, 2024, we did not incur any related fees.

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

The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, but we do not believe that such arrangements will be a determining factor in our decision to proceed with any potential business combination.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this prospectus, and as adjusted to reflect the sale of our Class A ordinary shares included in the units offered by this prospectus, and assuming no purchase of units in this offering, by:

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 30, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

● each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

● each of our officers and directors;

● all our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.

In May 2022, our former sponsor paid $25,000, or approximately $0.006 per share, to cover certain of our offering costs in exchange for 4,312,500 founder shares.

Subsequently, on August 29, 2024, we amended the terms of this subscription agreement to issue our former sponsor an additional 345,000 founder shares for no additional consideration, following which our former sponsor held 4,657,500 founder shares.

All share amounts have been retroactively restated to reflect this adjustment.

Prior to the initial investment in the company of $25,000 by our former sponsor, the company had no assets, tangible or intangible.

The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued.

The number of founder shares outstanding was determined based on the expectation that the total size of this offering would be a maximum of 15,000,000 units if the underwriters’ over-allotment option is exercised in full, and therefore that such founder shares would represent, on an as-converted basis, approximately 21.26% of the outstanding shares after this offering.

Up to 607,500 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment is exercised.

On October 15, 2024, our former sponsor, transferred all 4,657,500 founder shares to our sponsor for a total consideration of $1.00.

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

The purpose of the Assignment and Novation Agreement was to establish a new sponsor limited liability company - our current sponsor - solely to serve in its role as our sponsor.

Our sponsor became the sponsor of the company thereafter.

The post-offering percentages in the following table assume that the underwriters do not exercise their over-allotment option, that 607,500 founder shares have been surrendered to us for no consideration, and that there are 18,750,000 ordinary shares issued and outstanding after this offering.

● each of our executive officers and directors that beneficially own our Ordinary Shares;

● all our executive officers and directors as a group.

In the table below, percentage ownership is based on 21,907,500 shares of our Ordinary Shares, consisting of (i) 17,250,000 Class A Ordinary Shares and (ii) 4,657,500 Class B Ordinary Shares, issued and outstanding as of March 30, 2026.

On all matters to be voted upon, except for (x) the appointment and removal of directors of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands, holders of the Class A Ordinary Shares and Class B Ordinary Shares vote together as a single class, unless otherwise required by applicable law.

Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of Ordinary Shares beneficially owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement Warrants are not exercisable within 60 days of the date of this Annual Report.

Class A Ordinary Shares

Class B Ordinary Shares

Percentage of

Ordinary Shares

Percentage of

Total Outstanding

Name and Address of Beneficial Owner (1)

Ordinary Shares

TDAC Partners LLC (2)(3)(4)

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Christopher Jarratt

All officers and directors as a group (6 persons)

Less than one percent.

1) Unless otherwise noted, the business address of each of the following is 52 E.

All officers and directors as a group (six persons)

Other 5% Shareholders

Magnetar Financial LLC (5)

Wolverine Asset Management, LLC (6)

AQR Capital Management, LLC (7)

Bank of Montreal (8)

1) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Translational Development Acquisition Corp., 52 E.

83 rd Street, New York, New York 10028.

2) Interests shown consist solely of founder shares, classified as Class B ordinary shares.

Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

3) TDAC Partners LLC, our sponsor, is the record holder of such shares.

2) Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment.

3) TDAC Partners LLC, our sponsor, is the record holder of such Ordinary Shares.

Hoffman and Avanindra C.

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Hoffman and Mr.

Das each disclaims any beneficial ownership of the securities held by sponsor other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

4) Excludes up to 607,500 founder shares that will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised.

5) The non-managing sponsor investors have expressed to us an interest in purchasing through our sponsor, an aggregate of 3,250,000 private placement warrants at a price of $1.00 per warrant ($3,250,000 in the aggregate);

subject to each non-managing sponsor investor purchasing, through our sponsor, the private placement warrants allocated to it in connection with the closing of this offering, our sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of this offering reflecting interests in an aggregate of 2,339,130 founder shares held by our sponsor.

The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership

interests in our sponsor, with no right to control our sponsor or vote or dispose of any securities held by our sponsor, including the founder shares held by our sponsor.

Immediately after this offering, our initial shareholders will beneficially own, on an as-converted basis, approximately 21.26% of the then issued and outstanding ordinary shares (assuming they do not purchase any units in this offering).

Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination.

Our sponsor and BTIG, LLC have committed to purchase an aggregate of 6,400,000 private placement warrants (or 7,075,000 private placement warrants if the over-allotment option is exercised in full), each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant, or $6,400,000 (or $7,075,000 if the underwriters’ overallotment option is exercised in full) in the aggregate in a private placement that will close simultaneously with the closing of this offering.

Of those 6,400,000 private placement warrants (or 7,075,000 private placement warrants if the over-allotment option is exercised in full), our sponsor has agreed to purchase 4,600,000 warrants (or 4,825,000 if the over-allotment option is exercised in full) and BTIG, LLC has agreed to purchase 1,800,000 warrants (or 2,250,000 if the over-allotment option is exercised in full).

The non-managing sponsor investors have indicated an interest to indirectly purchase, through the purchase of sponsor membership interests, an aggregate of 3,250,000 private placement warrants at a price of $1.00 per warrant ($3,250,000 in the aggregate) in a private placement that will close simultaneously with the closing of this offering.

Subject to each non-managing sponsor investor purchasing, through the sponsor, the private placement warrants allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,339,130 founder shares held by the sponsor.

The private placement warrants will be identical to the warrants sold in this offering except that, so long as they are held by our sponsor or its permitted transferees, the private placement warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by BTIG, LLC and/or its designees, will not be exercisable more than five years from the commencement of sales in this offering in accordance with FINRA Rule 5110(g)(8).

A portion of the purchase price of the private placement warrants will be added to the proceeds from this offering to be held in the trust account such that at the time of closing of this offering $151,500,000 (or $174,225,000 if the underwriters exercise their over-allotment option in full) will be held in the trust account.

If we do not complete our initial business combination within the completion window, the private placement warrants will expire worthless.

The private placement warrants are subject to the transfer restrictions described below.

TDAC Partners LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws.

Expression of Interest

The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of any securities held by the sponsor, including the founder shares and the private placement warrants held by the sponsor.

The interests of the members of the sponsor are denominated in two classes of membership interest units:

(i) class A membership units representing interests in the founder shares and (ii) class B membership units that will represent an interest in the private placement warrants.

All members of the sponsor, including the managing members of the sponsor, and any non-managing sponsor investor that may join the sponsor concurrently with this offering, will hold both classes of membership units representing their proportional interest in the founder shares and private

placement warrants, respectively.

Pursuant to an agreement of all members of the sponsor, the management and control of the sponsor is vested exclusively with the managing members of the sponsor, without any voting, veto, consent or other participation rights by any non-managing sponsor investors regardless of their unit ownership.

As a result of this management structure, non-managing sponsor investors will have no right to control the sponsor, or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

Further, the non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in this offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination.

The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in this offering as the rights afforded to our other public shareholders.

However, if the non-managing sponsor investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this prospectus.

There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units these investors will retain, if any, prior to or upon the consummation of our initial business combination.

Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase a different number of units in this offering, or none at all.

In addition, the underwriter has full discretion to allocate the units to investors and may determine to sell a different number of units to the non-managing sponsor investors, or none at all.

The underwriter will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as it will on the other units sold to the public in this offering.

In the event that the non-managing sponsor investors purchase the number of units in which they have expressed an interest (either in this offering or after) and vote them in favor of our initial business combination, no affirmative votes from other public shareholders would be required to approve our initial business combination.

However, because our non-managing sponsor investors are not obligated to continue owning any public shares following the closing and are not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these non-managing sponsor investors will be public shareholders at the time our shareholders vote on our initial business combination, and, if they are public shareholders, we cannot assure you as to how such non-managing sponsor investors will vote on any business combination.

Restrictions on Transfers of Founder Shares and Private Placement Warrants

The founder shares and private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreements entered into by our sponsor and management team.

Those lock-up provisions provide that such securities are not transferable or saleable (i) in the case of the founder shares, until the earlier of (A) six months after the completion of our initial business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination and (B) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion or exercise thereof, until 30 days after the completion of our initial business combination except in each case (a) to our or BTIG, LLC’s officers, directors, advisors or consultants, any affiliate or family member of any of our or BTIG, LLC’s officers, directors, advisors or consultants, any members or partners of the sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the sponsor, or any employees of such affiliates, (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization;

(d) in the case of an individual, pursuant to a qualified domestic relations order;

(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the completion window or in connection with the consummation of a business combination at prices no greater than the price at which the shares or warrants were originally purchased;

(f) pro rata distributions from our sponsor or BTIG, LLC to its respective members, partners or shareholders pursuant to our sponsor’s or BTIG, LLC’s limited liability company agreement or other charter documents;

(g) by virtue of the laws of the Cayman Islands or our sponsor’s limited liability company agreement upon dissolution of our sponsor or upon dissolution of BTIG, LLC, (h) in the event of our liquidation prior to our consummation of our initial business combination;

(i) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g);

provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees

must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

Registration Rights

The holders of the (i) founder shares, which were issued in a private placement prior to the closing of this offering, (ii) private placement warrants which will be issued in a private placement that closes simultaneously with the closing of this offering, including Class A ordinary shares underlying such private placement warrants and (iii) warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register a sale of any of our securities held by them and any other securities of the company acquired by them prior to the consummation of our initial business combination pursuant to a registration rights agreement signed on the pricing date of this offering.

Pursuant to the registration rights agreement and assuming the underwriters exercise their over-allotment option in full and $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated to register up to 13,232,500 Class A ordinary shares and 8,575,000 warrants.

The number of Class A ordinary shares includes (i) 4,657,500 Class A ordinary shares to be issued upon conversion of the founder shares, (ii) 7,075,000 Class A ordinary shares underlying the private placement warrants and (iii) 1,500,000 Class A ordinary shares underlying the warrants issued upon conversion of working capital loans.

The number of warrants includes up to 7,075,000 private placement warrants and 1,500,000 warrants issued upon the conversion of working capital loans.

The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination.

Notwithstanding anything to the contrary, BTIG, LLC may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

In addition, BTIG, LLC may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the registration statement of which this prospectus forms a part.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Das each disclaims any beneficial ownership of the securities held of record by the Sponsor other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

4) The non-managing sponsor investors have expressed to us an interest in purchasing through the Sponsor, an aggregate of 3,250,000 Private Placement Warrants at a price of $1.00 per warrant ($3,250,000 in the aggregate);

subject to each non-managing sponsor investor purchasing, through our Sponsor, the Private Placement Warrants allocated to it in connection with the closing of this offering, the Sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors at the closing of the IPO reflecting interests in an aggregate of 2,339,130 Founder Shares held by the Sponsor.

The non-managing sponsor investors are not granted any shareholder or other rights in addition to those afforded to our other public shareholders, and will only be issued membership interests in the Sponsor, with no right to control our sponsor or vote or dispose of any securities held by the Sponsor, including the Founder Shares held by the Sponsor.

5) Based on a Schedule 13G filed on January 29, 2025, by (a) Magnetar Constellation Master Fund, Ltd, a Cayman Islands exempted company, (b) Magnetar Xing He Master Fund Ltd, a Cayman Islands exempted company, (c) Magnetar SC Fund Ltd, a Cayman Islands exempted company, (d) Purpose Alternative Credit Fund Ltd, a Cayman Islands exempted company, (e) Magnetar Structured Credit Fund, LP, a Delaware limited partnership, (f) Magnetar Alpha Star Fund LLC, a Delaware limited liability company, (g) Magnetar Lake Credit Fund LLC, a Delaware limited liability company, and (h) Purpose Alternative Credit Fund - T LLC, a Delaware limited liability company (collectively, the “ Magnetar Funds ”).

Magnetar Financial LLC, a Delaware limited liability company, serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial LLC exercises voting and investment power over the ordinary shares

held for the Magnetar Funds’ accounts.

Magnetar Capital Partners LP, a Delaware limited partnership, serves as the sole member and parent holding company of Magnetar Financial LLC.

Supernova Management LLC, a Delaware limited liability company, is the general partner of Magnetar Capital Partners LP.

The manager of Supernova Management LLC is David J.

Snyderman, a United States citizen.

The principal address of each of Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC and David J.

Snyderman is 1603 Orrington Avenue, 13 th Floor, Evanston, Illinois 60201.

According to a Schedule 13G filed on October 16, 2024, Wolverine Asset Management, LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Christopher L.

Gust and Robert R.

Bellick held 572,066 Class A ordinary shares.

The business address is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

6) Based on a Schedule 13G/A filed on October 10, 2025, Wolverine Asset Management, LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L.

Gust and Robert R.

The business address is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

7) Based on a Schedule 13G/A filed on May 14, 2025 by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC.

AQR Capital Management, LLC is a wholly owned subsidiary of AQR Capital Management Holdings, LLC.

AQR Arbitrage, LLC is deemed to be controlled by AQR Capital Management, LLC.

The business address of each reporting person is One Greenwich Plaza, Suite 130, Greenwich, CT 06830.

8) Based on a Schedule 13G filed on May 8, 2025 by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc.

The business address of each reporting person is 1 First Canadian Place, Toronto, Ontario, Canada M5X1A1.

Securities Authorized for Issuance Under Equity Compensation Plans

Change in Control

Certain Relationships and Related Transactions, and Director Independence.

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The purpose of the Assignment and Novation Agreement was to establish a new sponsor limited liability company — the Sponsor — solely to serve in its role as the Sponsor.

The Sponsor had committed to purchase, in a private placement that closed simultaneously with the closing of this offering, an aggregate of 4,600,000 Private Placement Warrants, at a price of $1.00 per warrant ($4,600,000 in the aggregate).

The Sponsor purchased in a private placement that closed simultaneously with the closing of the IPO, an aggregate of 4,850,000 Private Placement Warrants, at a price of $1.00 per warrant ($4,850,000 in the aggregate).

Each Private Placement Warrant is exercisable to purchase one whole ordinary share at $11.50 per share, subject to adjustment as provided herein.

7 unchanged sentences

We agreed, commencing on December 24, 2024 through the earlier of consummation of the initial business combination and the liquidation, to pay the Sponsor a fee of approximately $10,000 per month for administrative and support services.

Payments of $16,800 have been incurred or are due under this arrangement as of December 31, 2024.

Included in general and administrative costs on the statements of operations, we recognized $120,000 and $2,000, respectively, for the years ended December 31, 2025 and 2024.

We owe the Sponsor $106,762 and $2,000 as of December 31, 2025 and 2024, respectively, for the administrative fees and reports this amount as due to Sponsor on the balance sheets.

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

If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, subject to their fiduciary duties under Cayman Islands law, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law.

17 unchanged sentences

As of December 31, 2025, there were no Working Capital Loans outstanding.

On August 8, 2025, we 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 December 31, 2025 and 2024, there was $200,000 and $0, respectively, borrowed under this promissory note.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a consulting agreement with the Chief Financial Officer to pay a monthly fee of $20,833 for his services.

As of December 31, 2024, we owed $0 for services.

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

For the year ended December 31, 2025, we incurred $237,130 in related fees.

For the year ended December 31, 2024, we did not incur any related fees.

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

We entered into a registration rights agreement with respect to the founder shares, private placement warrants, underwriter units (and underlying securities) and warrants issued upon conversion of working capital loans (if any).

23 unchanged sentences

Principal Accounting Fees and Services.

WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm.

The following is a summary of fees paid to Withum for services rendered.

2 unchanged sentences

Audit-Related Fees.

For the year ended December 31, 2024 and 2023, Withum did not render assurance and related services related to the performance of the audit or review of financial statements.

For the year ended December 31, 2024 and 2023, Withum did not render services to us for tax compliance, tax advice and tax planning.

During the year ended December 31, 2025 and 2024, Withum did not render assurance and related services related to the performance of the audit or review of financial statements.

During the year ended December 31, 2025 and 2024, Withum did not render services to us for tax compliance, tax advice and tax planning.

All Other Fees .

For the year ended December 31, 2024 and 2023, Withum did not render any services to us other than those set forth above.

During the year ended December 31, 2025 and 2024, Withum did not render any services to us other than those set forth above.

Pre-Approval Policy

Our audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering.

Our audit committee was formed upon the consummation of our Initial Public Offering.

As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors.

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Form 10-K:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB:

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Year Ended December 31, 2025 and 2024

Statements of Changes in Shareholders’ Deficit for the Year Ended December 31, 2025 and 2024

Statements of Cash Flows for the Year Ended December 31, 2025 and 2024

Notes to Financial Statements

(2) Financial Statement Schedules:

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index.

Exhibits which are incorporated herein by reference can be inspected on the SEC website at www.sec.gov.

Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C.

Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C.

20549, at prescribed rates or on the SEC website at www.sec.gov.

Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 26, 2022)

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Warrant Agreement, dated December 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)

Description of the Registrant’s Securities, as amended

Description of the Registrant’s Securities, as amended (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)

Promissory Note, executed on May 25, 2022, issued by the Registrant to Stone Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 26, 2022)

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Novated Securities Subscription Agreement dated October 15, 2024 between the Registrant and TDAC Partners LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)

Promissory Note, dated August 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 14, 2025)

Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 20, 2024)

Insider Trading Compliance Policy and Procedures

Subsidiaries of the Registrant

Insider Trading Compliance Policy and Procedures (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)

Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)

Power of Attorney (included on the Signatures page of this Annual Report)

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Policy For Recovery of Erroneously Awarded Compensation

Policy For Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)

Inline XBRL Instance Document

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March 30, 2026

(Principle Executive Officer)

(Principal Executive Officer)

/s/ Avanindra C.

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INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100 )

Financial Statements:

Balance Sheets

Statements of Operations

Statements of Changes in Shareholders’ Deficit

Statements of Cash Flows

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2025 and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

Notes to Financial Statements

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We have audited the accompanying balance sheets of Translational Development Acquisition Corp.

(the “Company”) as of December 31, 2024 and 2023 and the related statements of operations, changes in shareholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2024 and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ deficit and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of Translational Development Acquisition Corp.

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by June 24, 2026, then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 1.

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

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

These financial statements are the responsibility of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to Translational Development Acquisition Corp.

in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Translational Development Acquisition Corp.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

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We believe that our audits provide a reasonable basis for our opinion.

/s/ Withum Smith+Brown, PC

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2022.

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March 30, 2026

PCAOB ID Number 100

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

BALANCE SHEETS

December 31, 2024

December 31, 2023

Current assets

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Total Current Assets

Investments held in Trust Account

LIABILITIES AND SHAREHOLDER’S DEFICIT

Marketable securities held in Trust Account

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT

Current liabilities

Accounts Payable

Accounts payable and accrued expenses

Due to Sponsor

Accrued offering costs

Promissory note – related party

Accrued offering costs

Total Current Liabilities

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TOTAL LIABILITIES

Commitment and Contingencies (Note 6)

Commitments and Contingencies (Note 6)

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

17,250,000 shares at redemption value of $ 10.11 per share

SHAREHOLDER’S DEFICIT

17,250,000 shares issued and outstanding at redemption value of $ 10.53 and $ 10.11 per share as of December 31, 2025 and 2024, respectively

SHAREHOLDERS’ DEFICIT

Preference shares, $ 0.0001 par value;

1,000,000 shares authorized;

none issued or outstanding

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

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)

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

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

4,657,500 shares issued and outstanding

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

Additional paid-in capital

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( 6,542,574 )

Total Shareholder’s Deficit

( 5,598,036 )

Total Shareholders’ Deficit

( 6,542,108 )

( 5,597,570 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

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STATEMENTS OF OPERATIONS

For the Year Ended December 31,

Operating and formation costs

For the Years Ended December 31,

General and administrative costs

Loss from operations

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Total other income

Weighted average shares outstanding of Class A ordinary shares – basic

Basic net loss per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class A ordinary shares - diluted

Diluted net loss per ordinary share, Class A ordinary shares

Weighted average shares outstanding of Class B ordinary shares – basic

Basic net loss per ordinary share, Class B ordinary shares

Weighted average shares outstanding of Class B ordinary shares – diluted

Diluted net loss per ordinary share, Class B ordinary shares

Net income (loss)

Weighted average Class A ordinary shares outstanding – basic

Basic net income (loss) per Class A ordinary share

Weighted average Class A ordinary shares outstanding - diluted

Diluted net income (loss) per Class A ordinary share

Weighted average Class B ordinary shares outstanding – basic

Basic net income (loss) per Class B ordinary share

Weighted average Class B ordinary shares outstanding – diluted

Diluted net income (loss) per Class B ordinary share

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR

THE YEAR ENDED DECEMBER 31, 2024 AND DECEMBER 31, 2023

Shareholders’

Balance — December 31, 2022

Balance – December 31, 2023

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Ordinary Shares

Shareholders’

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( 5,597,570 )

Accretion for Class A ordinary shares to redemption amount

( 7,306,965 )

Balance — December 31, 2025

( 6,542,574 )

( 6,542,108 )

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

1 unchanged sentence

STATEMENTS OF CASH FLOWS

For the Year Ended December 31,

For the Years Ended December 31,

Cash Flows from Operating Activities:

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

Net Income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of operation costs through promissory note

Dividends earned on marketable securities held in Trust Account

Write-off of deferred offering costs to earnings

( 7,306,965 )

Changes in operating assets and liabilities:

Other receivable

Prepaid expenses

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Deferred offering costs paid through promissory note – related party

Remeasurement of carrying value to redemption value

Deferred underwriting fee

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NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

DECEMBER 31, 2025

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND LIQUIDITY

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(the “Company”) was incorporated in the Cayman Islands on April 19, 2022.

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

The Company has not selected any specific Business Combination target.

The Company was incorporated for the purpose of effecting a merger, amalgamation, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).

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 December 31, 2025, the Company had not commenced any operations.

All activity for the period from April 19, 2022 (inception) through December 31, 2024, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below.

All activity for the period from April 19, 2022 (inception) through December 31, 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 interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

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.

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However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Following the closing of the Initial Public Offering, on December 24, 2024, an amount of $ 174,225,000 ($ 10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”) will be invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

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

There will be no redemption rights with respect

There will be no redemption rights with

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

to the Company’s warrants.

DECEMBER 31, 2025

respect to the Company’s warrants.

The Public Shares were recorded at redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

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The Sponsor and the Company’s officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100 % of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”)(June 24, 2026), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to pay the Company’s franchise and income taxes, if any, (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public shareholders’ rights as shareholder (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

On February 14, 2025, the Company announced that separate trading of the Company’s Class A ordinary shares and warrants comprising the Units has commenced.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering or by June 24, 2026 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to pay the Company’s franchise and income taxes, if any, (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish the Public shareholders’ rights as shareholder (including the right to receive further liquidating distributions, if any) subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The initial shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period.

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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 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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

(the “Securities Act”).

DECEMBER 31, 2025

the Trust Account.

Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

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Risks and Uncertainties

The continuing military conflict between the Russian Federation and Ukraine, the military actions between Hamas and Israel and the risk of escalations of other military conflicts have created and are expected to create global economic consequences.

The specific impact on the Company’s financial condition, results of operations, cash flows and completion of a Business Combination is not determinable as of the date of these consolidated financial statements.

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the escalation of conflicts in the Middle East.

Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflicts in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Going Concern

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 December 31, 2024, the Company had cash of $ 438,174 and working capital of $ 439,930 .

In connection with our assessment of going concern considerations in accordance with Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management believes that the funds which the Company has available following the completion of the Initial Public Offering will enable it to sustain operations for a period of at least one-year from the issuance date of these financial statements.

Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, and performing due diligence on prospective target companies.

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 December 31, 2025 and 2024, no amounts 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 December 31, 2025 and 2024, there was $ 200,000 and $ 0 , respectively, borrowed under this promissory note.

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 December 31, 2025, the Company had cash of $ 29,787 and a working capital deficit of $ 504,608 .

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

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 24, 2026.

The Company’s plan to deal with the uncertainty is to complete a Business Combination prior to June 24, 2026 and to receive working capital from its Sponsor.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.

The accompanying financial statements are presented in U.S.

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC.

Segment Reporting

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

Improvements to Reportable Segment Disclosures (ASU 2023-07), 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.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our 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 shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

financial accounting standards.

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

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

This may make comparison of the Company’s financial statement 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.

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.

Use of Estimates

The preparation of the financial statement in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

The preparation of the financial statements in conformity with U.S.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Making estimates requires management to exercise significant judgment.

4 unchanged sentences

The Company had $ 29,787 and $ 438,174 in cash and no cash equivalents as of December 31, 2025 and 2024, respectively.

Investments Held in Trust Account

At 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.

Marketable Securities Held in Trust Account

At December 31, 2025 and 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.

All of the Company’s investments held in the Trust Account are classified as trading securities.

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

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

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

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

As of December 31, 2024 and 2023, the Company reported $ 174,350,346 and $ 0 , respectively, in investments held in the Trust Account.

All of the Company’s marketable securities held in the Trust Account are classified as trading securities.

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

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 December 31, 2025 and 2024, the Company reported $ 181,657,311 and $ 174,350,346 , respectively, in marketable securities held in the Trust Account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.

Fair Value Measurements

5 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 FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

● 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.

3 unchanged sentences

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations.

For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

reporting date, with changes in the fair value reported in the statements of operations.

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 balance sheet date.

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

Derivative liabilities are classified in the 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 balance sheet date.

Offering Costs

4 unchanged sentences

Warrant Instruments

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in FASB ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging”;

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the instruments’ specific terms and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”).

The assessment considers whether the instruments are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the instruments meet all of the requirements for equity classification under ASC 815, including whether the instruments are indexed to the Company’s own ordinary shares and whether the instrument holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

4 unchanged sentences

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.

2 unchanged sentences

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

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

As of December 31, 2025 and 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.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

Net (Loss) Income per Ordinary Share

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

Weighted average shares were reduced for the effect of an aggregate of 300,000 ordinary shares that are subject to forfeiture if the option to purchase additional Units was not exercised in full by the underwriters.

As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) per Ordinary Share

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable Class A ordinary shares and non-redeemable Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

This presentation assumes an initial Business Combination as the most likely outcome.

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.

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 December 31, 2024 and 2023, other than the 300,000 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.

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

For the Year Ended December 31,

As of December 31, 2025 and 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company.

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

For the Years Ended December 31,

Non-redeemable

Basic net loss per ordinary share

Allocation of net loss

Basic net income (loss) per ordinary share

Allocation of net income (loss)

Basic weighted average ordinary shares outstanding

Basic net loss per ordinary share

For the Year Ended December 31,

Basic net income (loss) per ordinary share

For the Years Ended December 31,

Non-redeemable

Diluted net loss per ordinary share

Allocation of net loss

Diluted net income (loss) per ordinary share

Allocation of net income (loss)

Diluted weighted average ordinary shares outstanding

Diluted net loss per ordinary share

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 FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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 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 balance sheet.

As of December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of December 31, 2025 and 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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Company’s balance sheets.

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

Gross proceeds

3 unchanged sentences

( 10,147,377 )

Remeasurement of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2024

Accretion for Class A ordinary shares to redemption amount

Balance - December 31, 2024

Accretion for Class A ordinary shares to redemption amount

Balance - December 31, 2025

Recent Accounting Standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company adopted ASU 2023-07 on January 1, 2024 on a prospective basis.

The adoption of ASU 2023-07 has not had a material impact on the Company’s financial statements and disclosures.

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2024-03.

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 financial statements.

INITIAL PUBLIC OFFERING

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As a result of the underwriters’ election to fully exercise their over-allotment option on December 24, 2024, a total of 607,500 Founder Shares are no longer subject to forfeiture.

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 FINANCIAL STATEMENTS

DECEMBER 31, 2025

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.

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.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

convertible into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant.

As of December 31, 2024, there were no Working Capital Loans outstanding.

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 December 31, 2025 and 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 December 31, 2025 and 2024, there was $ 200,000 and $ 0 , respectively, outstanding 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 operating and formation costs on the statement of operations, the Company recognized $ 2,000 as of December 31, 2024.

The Company owes the Sponsor $ 2,000 as of December 31, 2024 for the administrative fees.

No administrative fees were incurred in 2023.

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 $ 10,000 per month for administrative and support services.

Included in general and administrative costs on the statements of operations, the Company recognized $ 120,000 and $ 2,000 , respectively, for the years ended December 31, 2025 and 2024.

The Company owes the Sponsor $ 106,762 and $ 2,000 as of December 31, 2025 and 2024, respectively, for the administrative fees and reports this amount as due to Sponsor on the balance sheets.

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

Consulting Agreement

The Company has entered into a consulting agreement with the Chief Financial Officer to pay a monthly fee of $ 20,833 for his services.

As of December 31, 2024, the Company owed $ 0 for services.

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

For the year ended December 31, 2025, the Company incurred $ 237,130 in related fees.

For the year ended December 31, 2024, the Company did no t incur any related fees.

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

PRIVATE PLACEMENT

14 unchanged sentences

On December 24, 2024, the underwriters elected to fully exercise their over-allotment option to purchase an additional 2,250,000 Units at a price of $ 10.00 per Unit.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

The underwriters were paid a cash underwriting discount of $ 0.20 per Unit, or $ 3,450,000 in the aggregate.

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.

Risks and Uncertainties

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.

Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies.

Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

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 December 31, 2024, there were no preference shares issued or outstanding.

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

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 December 31, 2024, there were 4,657,500 Class B ordinary shares outstanding.

As of December 31, 2025 and 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.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one -for-one basis, subject to adjustment.

In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 % of the sum of the total number of all ordinary shares outstanding upon the

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

completion of the Initial Public Offering plus all Class A ordinary shares and equity-linked securities issued or deemed issued in 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 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 December 31, 2025 and 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.

4 unchanged sentences

Redemption of warrants when the price per Class A ordinary shares equals or exceeds $ 18.00

Once the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect to the Private Placement Warrants):

● in whole and not in part;

5 unchanged sentences

Additionally, the Private Placement Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

The exercise price and number of ordinary shares issuable on exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

3 unchanged sentences

Accordingly, the warrants may expire worthless.

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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.

In addition, if (x) 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

8 unchanged sentences

Selected volatility

At December 31, 2024, assets held in the Trust Account were comprised of $ 174,350,346 in 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 December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

At December 31, 2025 and 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 December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Money Market Funds

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2024 AND 2023

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.

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:

Investments held in Trust Account

For the Period

from December 18,

2023 (Inception)

Ended December

DECEMBER 31, 2025

Operating and formation costs

Unrealized gain on marketable securities held in Trust Account

The CODM reviews unrealized gain on marketable securities held in Trust Account 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.

Operating and formation 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 operational and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

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

All other segment items included in net income or lo ss are reported on the statement of operations and described within their respective disclosures.

financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that there is only one reportable segment.

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 statements of operations as net income or loss.

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

Marketable securities held in Trust Account

For the Year Ended

General and administrative costs

Dividends earned on marketable securities held in Trust Account

The CODM reviews dividends earned on marketable securities held in Trust Account 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 statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income or lo ss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

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

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

On February 14, 2025, the Company announced that separate trading of the Company’s ordinary shares and warrants comprising the Units has commenced.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the 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-K

Item 9A. Controls and Procedures