Translational Development Acquisition Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information Our Units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “TDACU” on December 23, 2024. Our Ordinary Shares and Warrants commenced separate trading on Nasdaq on or about February 13, 2025, under the symbols “TDAC,” and “TDACW,” respectively. Holders On March 30, 2026, there was 1 holder of record of our Units, 1 holder of record of our Class A ordinary shares, 1 holder of record of our Class B ordinary shares, and 3 holders of record of our Warrants. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. Dividends We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Performance Graph As a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e). Recent Sales of Unregistered Securities None. Use of Proceeds from Registered Offerings On December 24, 2024, we consummated the IPO which consisted of 17,250,000 Units including the exercise in full by the Underwriter, of an option to purchase up to 2,250,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000. Simultaneously with the closing of the IPO, we consummated the Private Placement with the Sponsor and the Underwriter, for 7,075,000 Private Placement Warrants at a price of $1.00 per warrant, generating total proceeds of $7,075,000. Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,850,000 Private Placement Warrants and the Underwriter purchased 2,225,000 Private Placement Warrants. The Private Placement Warrants (and underlying securities) are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. 12 Table of Contents A total of $174,225,000 net proceeds from the IPO and the Private Placement, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. There has been no material change in the planned use of proceeds from the IPO and Private Placement as described in the Registration Statement. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]