What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 178 added, 102 removed, 338 unchanged (45% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, 2026

June 30, 2026

December 31, 2025

14 unchanged sentences

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

17,250,000 shares issued and outstanding at redemption value of $ 10.62 and $ 10.53 per share as of March 31, 2026 and December 31, 2025, respectively

14,651,303 and 17,250,000 shares issued and outstanding at redemption value of $ 10.73 and $ 10.53 per share as of June 30, 2026 and December 31, 2025, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

1,000,000 shares authorized;

none issued or outstanding as of March 31, 2026 and December 31, 2025

none issued or outstanding as of June 30, 2026 and December 31, 2025

Class A ordinary shares, $ 0.0001 par value;

100,000,000 shares authorized;

no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025

4,657,499 and 0 shares issued and outstanding (excluding 14,651,303 and 17,250,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively

Class B ordinary shares, $ 0.0001 par value;

10,000,000 shares authorized;

4,657,500 shares issued and outstanding as of March 31, 2026 and December 31, 2025

1 and 4,657,500 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended March 31,

For the Three Months Ended June 30,

For the Six Months Ended June 30,

General and administrative costs

Loss from operations

Other income:

Other income (expense):

Dividends earned on marketable securities held in Trust Account

Total other income

Unrealized loss on marketable securities held in Trust Account

Total other income, net

Weighted average redeemable Class A ordinary shares outstanding – basic and diluted

Basic and diluted net income per redeemable Class A ordinary share

Weighted average non-redeemable Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income per non-redeemable Class B ordinary share

Weighted average non-redeemable Class A and Class B ordinary shares outstanding – basic and diluted

Basic and diluted net income per non-redeemable Class A and Class B ordinary share

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

1 unchanged sentence

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

7 unchanged sentences

( 1,613,958 )

Balance – March 31, 2026 (unaudited)

Balance — March 31, 2026

( 6,823,735 )

( 6,823,269 )

FOR THE THREE MONTHS ENDED MARCH 31, 2025

Conversion of Class B ordinary shares to Class A ordinary shares

( 4,657,499 )

Accretion for Class A ordinary shares to redemption amount

( 1,808,032 )

Balance — June 30, 2026

( 7,684,785 )

( 7,684,319 )

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025

Ordinary Shares

7 unchanged sentences

( 1,830,482 )

Balance – March 31, 2025 (unaudited)

Balance — March 31, 2025

( 5,945,444 )

( 5,944,978 )

Accretion for Class A ordinary shares to redemption amount

( 1,844,469 )

Balance — June 30, 2025

( 6,166,571 )

( 6,166,105 )

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

1 unchanged sentence

CONDENSED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cash Flows from Operating Activities:

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

Dividends earned on marketable securities held in Trust Account

Dividends and unrealized gain on marketable securities held in Trust Account

( 3,221,990 )

1 unchanged sentence

Changes in operating assets and liabilities:

Prepaid expenses

Prepaid expense

Due to Sponsor

1 unchanged sentence

Net cash used in operating activities

Cash Flows from Investing Activities:

Investment of cash into Trust Account

Cash withdrawn from Trust Account in connection with redemption

Net cash provided by investing activities

Cash Flows from Financing Activities:

Proceeds from promissory note - related party

Net cash provided by financing activities

Redemption of ordinary shares

( 27,817,434 )

Net cash used in financing activities

( 26,917,434 )

Net Change in Cash

1 unchanged sentence

Cash – End of period

Non-Cash investing and financing activities:

Conversion of Class B ordinary shares to Class A ordinary shares

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

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND LIQUIDITY

Translational Development Acquisition Corp.

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

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

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 March 31, 2026, the Company had not commenced any operations.

All activity for the period from April 19, 2022 (inception) through March 31, 2026, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activity for the period from April 19, 2022 (inception) through June 30, 2026 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.

16 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Redemptions of the Company’s Public Shares may be subject to the satisfaction of conditions, including minimum cash conditions, pursuant to an agreement relating to the Company’s Business Combination.

4 unchanged sentences

Additionally, each Public shareholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

Notwithstanding the foregoing, the Memorandum and Articles of Association provides that a Public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15 % of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

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.

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 “Completion Window”), 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 shareholders (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.

If the Company is unable to complete a Business Combination by June 24, 2027 (the “Completion Window”) (as discussed below and with maximum extensions), the Company would (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 shareholders (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.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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 Completion Window.

2 unchanged sentences

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

1933, as amended (the “Securities Act”).

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.

The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Proposed Business Combination

On May 27, 2026, the Company entered into an Agreement and Plan of Merger (as it may be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) with ProLogium Holding Inc., a Cayman Islands exempted company with limited liability (“ProLogium”), PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 2” and, together with Merger Sub 1, the “Acquisition Entities”).

Pursuant to the Business Combination Agreement, among other transactions and subject to the terms and conditions set forth therein, immediately following the Recapitalization (as defined in the Company’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 27, 2026), (i) at the effective time of the First Merger (the “First Merger Effective Time”), Merger Sub 1 will merge with and into TDAC (the “First Merger”), whereupon the separate corporate existence of Merger Sub 1 will cease and TDAC will be the surviving company and continue as a wholly-owned subsidiary of ProLogium, and (ii) immediately after the consummation of the First Merger, TDAC, as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), whereupon the separate corporate existence of TDAC will cease and Merger Sub 2 will be the surviving company and continue as a wholly-owned subsidiary of ProLogium.

The transactions contemplated by the Business Combination Agreement are referred to herein as the “ProLogium Business Combination.” For more information regarding the ProLogium Business Combination, refer to the Company’s Current Reports on Form 8-K filed with the SEC on May 27, 2026.

Issuance of Class A Ordinary Shares

On June 12, 2026, the Company issued an aggregate of 4,657,499 Class A ordinary shares, par value $ 0.0001 per share (the “Class A Ordinary Shares”), to the Sponsor, upon the conversion (the “Conversion”) of an equal number of Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”), held by the Sponsor.

The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the final prospectus filed with the SEC by the Company on December 23, 2024 in connection with the Company’s Initial Public Offering.

The Conversion did not result in any cash proceeds to the Company and did not affect the amount held in the Company’s Trust Account or the per-share redemption value of the Company’s public Class A ordinary shares, which was approximately $ 10.69 per public share as of June 12, 2026.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

The Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

The Conversion was effected by the Company with the Sponsor, an existing security holder of the Company, exclusively in exchange for the surrender and conversion of the Class B Ordinary Shares.

No underwriter was involved in the Conversion, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the Conversion.

General Meeting

On June 17, 2026, the Company held an extraordinary general meeting of shareholders (the “June 2026 Meeting”).

At the June 2026 Meeting, the Company’s shareholders approved an amendment to extend the date by which the Company must consummate a Business Combination up to twelve ( 12 ) times from June 24, 2026 to June 24, 2027, each by an additional one-month period, for a total of twelve (12) months after the Deadline Date, assuming a Business Combination has not occurred (“Trust Agreement Amendment”).

The Trust Agreement Amendment permits the Company to extend the date by which the Company must consummate an initial Business Combination from June 24, 2026 (the “Deadline Date”) up to twelve (12) times, each by an additional one-month period, to June 24, 2027, by providing five days ’ advance notice to the Trustee prior to the applicable Deadline Date and depositing into the Company’s Trust Account, for each one-month extension, the lesser of $ 200,000 and $ 0.03 per outstanding public share two ( 2 ) days prior to such extension.

In connection with the vote to approve the Extension Amendment Proposal, holders of 2,598,697 Class A ordinary shares issued in the Company’s Initial Public Offering properly exercised their right to redeem such shares for cash at a redemption price of approximately $ 10.70 per share, for an aggregate redemption amount of $ 27,817,434 .

Since the June 2026 Meeting to the date of filing this Form 10-Q, the Company has deposited an aggregate of $ 400,000 to extend the Deadline Date to August 24, 2026.

Risks and Uncertainties

11 unchanged sentences

The Warrants would be identical to the Private Placement Warrants.

As of March 31, 2026 and December 31, 2025, no amounts were borrowed under the Working Capital Loan program.

As of June 30, 2026 and December 31, 2025, no amounts were borrowed under the Working Capital Loan program.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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.

As of March 31, 2026 and December 31, 2025, there were $ 500,000 and $ 200,000 , respectively, borrowed under this promissory note.

As of June 30, 2026 and December 31, 2025, there were $ 1,100,000 and $ 200,000 , 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 (as defined in Note 4) in order to meet the expenditures required for operating the business.

1 unchanged sentence

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.

As of March 31, 2026, the Company had cash of $ 24,630 and a working capital deficit of $ 785,769 .

As of June 30, 2026, the Company had cash of $ 85,877 and a working capital deficit of $ 1,646,819 .

The Company has until June 24, 2027, to consummate the initial Business Combination (“Completion Window”).

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.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

a Business Combination by the end of the Completion Window, raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements-Going Concern,” management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Completion Window, raise 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, 2027.

10 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 30, 2026.

The interim results for the three months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Segment Reporting

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.

The interim results for the three and six months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Emerging Growth Company

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 financial accounting standards.

9 unchanged sentences

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

The Company had $ 24,630 and $ 29,787 in cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 85,877 and $ 29,787 in cash and no cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Marketable Securities Held in Trust Account

As of March 31, 2026 and December 31, 2025, substantially all of the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

As of June 30, 2026 and December 31, 2025, assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Treasury securities.

4 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, the Company reported $ 183,271,269 and $ 181,657,311 , respectively, in marketable securities held in the Trust Account.

As of June 30, 2026 and December 31, 2025, the Company reported $ 157,261,867 and $ 181,657,311 , 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 Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets, primarily due to their short-term nature.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Fair Value Measurements

13 unchanged sentences

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Offering Costs

6 unchanged sentences

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.

This assessment, which requires the use of professional judgment, is conducted

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.

This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the instruments are outstanding.

As discussed in Note 7, the Company determined and concluded that the Public Warrants and Private Placement Warrants issued pursuant to the warrant agreement qualify for equity accounting treatment.

6 unchanged sentences

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

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, 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.

1 unchanged sentence

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

Net Income per Ordinary Share

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 per ordinary share is computed by dividing net income 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 (as defined in Note 4) are no longer subject to forfeiture.

As of March 31, 2026 and December 31, 2025, there were no outstanding instruments that had a dilutive effect for the periods presented.

Net income per ordinary share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period.

As of June 30, 2026 and December 31, 2025, there were no outstanding instruments that had a dilutive effect for the periods presented.

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

For the Three Months Ended March 31,

For the Three Months Ended June 30,

Non-redeemable

Class A and Class B

Basic and diluted net income per ordinary share

2 unchanged sentences

Basic and diluted net income per ordinary share

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

For the Six Months Ended June 30,

Non-redeemable

Class A and Class B

Basic and diluted net income per ordinary share

Allocation of net income

Basic and diluted weighted average ordinary shares outstanding

Basic and diluted net income per ordinary share

Concentration of Credit Risk

1 unchanged sentence

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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 they occur 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 adjusts 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 March 31, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of March 31, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Accordingly, as of June 30, 2026 and December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets.

As of June 30, 2026 and December 31, 2025, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheets are reconciled in the following table:

Balance - December 31, 2024

3 unchanged sentences

Balance - March 31, 2026

Accretion for Class A ordinary shares to redemption amount

( 2,598,697 )

( 27,817,434 )

Balance - June 30, 2026

Recent Accounting Standards

9 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

RELATED PARTIES

3 unchanged sentences

On October 15, 2024, the Former Sponsor transferred all 4,657,500 Founder Shares to the Sponsor for a total consideration of $ 1.00 .

The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 7.

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, at any time.

Any remaining Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and is subject to certain transfer restrictions, as described in Note 7.

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

The Former Sponsor agreed to forfeit up to 607,500 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares will represent 21.26 % of the Company’s issued and outstanding shares after the Initial Public Offering.

3 unchanged sentences

The Sponsor, among other things, agreed to be subject to the same securities transfer restrictions between the Company and the Former Sponsor.

As discussed in Note 1, on June 12, 2026, the Company issued an aggregate of 4,657,499 Class A ordinary shares to the Sponsor, upon the conversion of an equal number of Class B ordinary shares held by the Sponsor.

The Class A ordinary shares issued upon conversion of the Class B ordinary shares are considered to be part of the Founder Shares.

Related Party Loans

1 unchanged sentence

The Note was non-interest bearing and payable on the earlier of August 9, 2025, as restated, or the completion of the Initial Public Offering.

On December 31, 2024, the Company repaid the total outstanding balance of the Note amounting of $ 800,000 .

On December 31, 2024, the Company repaid the total outstanding balance of the Note amounting to $ 800,000 .

Borrowings under the Note are no longer available.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company.

3 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no Working Capital Loans outstanding.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

As of June 30, 2026 and December 31, 2025, 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.

As of March 31, 2026 and December 31, 2025, there were $ 500,000 and $ 200,000 , respectively, outstanding under this promissory note.

As of June 30, 2026 and December 31, 2025, there was $ 1,100,000 and $ 200,000 , 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 $ 10,000 per month for administrative and support services.

Included in general and administrative costs on the unaudited condensed statements of operations, the Company recognized $ 30,000 for the three months ended March 31, 2026 and 2025.

The Company owes the Sponsor $ 136,762 and $ 106,762 as of March 31, 2026 and December 31, 2025, respectively, for the administrative fees and reports this amount as due to Sponsor on the condensed balance sheets.

Included in general and administrative costs on the unaudited condensed statements of operations, the Company recognized $ 30,000 and $ 60,000 , respectively, for the three and six months ended June 30, 2026.

The Company owes the Sponsor $ 166,762 and $ 106,762 as of June 30, 2026 and December 31, 2025, respectively, for the administrative fees and reports this amount as due to Sponsor on the condensed balance sheets.

Consulting Agreement

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

For the three months ended March 31, 2026 and 2025, the Company incurred $ 58,540 and $ 60,850 , respectively, in related fees.

As of March 31, 2026 and December 31, 2025, no amounts were outstanding for these services.

For the three and six months ended June 30, 2026, the Company incurred and paid $ 58,540 and $ 117,080 , respectively, in related fees.

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

As of June 30, 2026 and December 31, 2025, no amounts were outstanding for these services.

PRIVATE PLACEMENT

6 unchanged sentences

The initial shareholders and BTIG have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

COMMITMENTS AND CONTINGENCIES

3 unchanged sentences

In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Underwriting Agreement

5 unchanged sentences

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 March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, there were no Class A ordinary shares issued or outstanding, excluding 17,250,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026 and December 31, 2025, there were 4,657,499 and 0 Class A ordinary shares issued and outstanding, excluding 14,651,303 and 17,250,000 Class A ordinary shares subject to possible redemption, respectively.

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 March 31, 2026 and December 31, 2025, there were 4,657,500 Class B ordinary shares outstanding.

As of June 30, 2026 and December 31, 2025, there were 1 and 4,657,500 Class B ordinary shares issued and outstanding.

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

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

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.

1 unchanged sentence

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 March 31, 2026 and December 31, 2025, there were 15,700,000 warrants outstanding, including 8,625,000 Public Warrants and 7,075,000 Private Placement Warrants.

Warrants — As of June 30, 2026 and December 31, 2025, 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.

No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

1 unchanged sentence

The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

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

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

● in whole and not in part;

10 unchanged sentences

Accordingly, the warrants may expire worthless.

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 a 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.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

FAIR VALUE MEASUREMENT

As of March 31, 2026 and December 31, 2025, assets held in the Trust Account were comprised of money market funds which are invested primarily in U.S.

As of June 30, 2026 and December 31, 2025, 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 as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Money Market Funds

8 unchanged sentences

Marketable securities held in Trust Account

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2026

For the Three Months

Ended March 31,

For the Six Months

Ended June 30,

General and administrative costs

1 unchanged sentence

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.

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

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 Completion Window.

4 unchanged sentences

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

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

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

Subscription Agreement

On July 27, 2026, the Company and ProLogium entered into a subscription agreement (the “Subscription Agreement”) with Naetas Holding Limited, an institutional accredited investor (the “Subscriber”) in connection with the proposed Business Combination.

Pursuant to the Subscription Agreement, the Subscriber has agreed to subscribe for and purchase from the Company 5,000,000 Class A ordinary shares of TDAC, par value $ 0.0001 per share (the “Subscribed Shares”), at a purchase price of $ 10.00 per Subscribed Share, for an aggregate purchase price of $ 50,000,000 (the “Purchase Price”).

In connection with the purchase of the Subscribed Shares, the Company has also agreed to issue to the Subscriber, for no additional consideration, a number of warrants equal to the number of Subscribed Shares (the “Subscribed Warrants” and, together with the Subscribed Shares, the “Subscribed Securities”).

Accordingly, the Subscriber may receive 5,000,000 Subscribed Warrants.

The Subscribed Warrants will be issued pursuant to, and subject to the terms of, the warrant agreement applicable to the Company’s public warrants (or such other warrant agreement or supplement in form and substance reasonably acceptable to the Company and ProLogium) and will have terms substantially identical to the Company’s public warrants.

The closing of the subscription (the “Subscription Closing”) is expected to occur one business day prior to the consummation of the first merger contemplated by the Business Combination Agreement.

At the effective time of the first merger, each Subscribed Share will be cancelled in exchange for the right to receive one Class A ordinary share of ProLogium, par value $ 0.0001 per share, and each Subscribed Warrant outstanding and unexercised immediately prior to such effective time will be converted into and become the right to receive one warrant of ProLogium in accordance with the Business Combination Agreement.

The consummation of the subscription is contingent upon the subsequent consummation of the Business Combination.

Trust Account Extension Funding

On June 23 and July 21, 2026, the Company deposited an aggregate of $ 400,000 into the Trust Account to extend the deadline by which the Company must consummate an initial Business Combination to August 24, 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements