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Item 2. Management’s Discussion and Analysis

2026-08-14 compared with 2026-05-15 · 50 added, 19 removed, 68 unchanged (50% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Translational Development Acquisition Corp.

References in this report (this “Quarterly Report”) to “we,” “us”, “TDAC” or the “Company” refer to Translational Development Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to TDAC Partners LLC.

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We cannot assure you that our plans to complete an initial business combination will be successful.

Proposed Business Combination

On May 27, 2026, we 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.

On July 27, 2026, we and ProLogium entered into a subscription agreement with Naetas Holding Limited, pursuant to which the subscriber agreed to purchase 5,000,000 of our Class A ordinary shares at $10.00 per share for an aggregate purchase price of $50.0 million.

In connection with the subscription, we agreed to issue the subscriber an equal number of warrants for no additional consideration, with terms substantially identical to our public warrants.

The subscription is expected to close one business day before the First Merger and is contingent upon the consummation of the Business Combination.

At the First Merger Effective Time, the subscribed shares and warrants will be exchanged or converted into the corresponding ProLogium securities in accordance with the Business Combination Agreement.

Issuance of Class A Ordinary Shares

On June 12, 2026, we 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 us on December 23, 2024 in connection with our Initial Public Offering.

The Conversion did not result in any cash proceeds to us and did not affect the amount held in our Trust Account or the per-share redemption value of our public Class A ordinary shares, which was approximately $10.69 per public share as of June 12, 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 us 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, we held an extraordinary general meeting of shareholders (the “June 2026 Meeting”).

At the June 2026 Meeting, our shareholders approved an amendment to extend the date by which we 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 us to extend the date by which we 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 our 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 our 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, we have deposited an aggregate of $400,000 to extend the Deadline Date to August 24, 2026.

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.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date.

Our only activities from April 19, 2022 (inception) through March 31, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.

Our activities from April 19, 2022 (inception) through June 30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below, including activities related to a target company search.

We do not expect to generate any operating revenues until after the completion of our initial business combination.

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We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, we had a net income of $1,332,797, which consists of dividends earned on marketable securities held in Trust Account of $1,613,958 partially offset by general and administrative costs of $281,161.

For the three months ended March 31, 2025, we had a net income of $1,483,074, which consists of dividends earned on marketable securities held in Trust Account of $1,830,482 partially offset by general and administrative costs of $347,408.

For the three months ended June 30, 2026, we had a net income of $946,982, which consists of dividends earned on marketable securities held in Trust Account of $1,644,170, partially offset by a $36,138 unrealized loss and general and administrative costs of $661,050.

For the three months ended June 30, 2025, we had a net income of $1,623,342, which consists of dividends earned on marketable securities held in Trust Account of $1,844,469 partially offset by general and administrative costs of $221,127.

For the six months ended June 30, 2026, we had a net income of $2,279,779, which consists of dividends earned on marketable securities held in Trust Account of $3,281,456, partially offset by a $59,466 unrealized loss and general and administrative costs of $942,211.

For the six months ended June 30, 2025, we had a net income of $3,106,416, which consists of dividends earned on marketable securities held in Trust Account of $3,674,951 partially offset by general and administrative costs of $568,535.

Liquidity and Capital Resources

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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.

For the three months ended March 31, 2026, cash used in operating activities was $305,157.

Net income of $1,332,797 was impacted by dividends earned on marketable securities held in Trust Account of $1,613,958.

Changes in operating assets and liabilities used $23,996.

For the three months ended March 31, 2025, cash used in operating activities was $231,574.

For the six months ended June 30, 2026, cash used in operating activities was $643,910.

Net income of $2,279,779 was impacted by dividends earned on marketable securities held in Trust Account of $3,221,990.

Changes in operating assets and liabilities provided $298,301.

As of March 31, 2026, we had marketable securities of $183,271,269 held in the trust account.

Through March 31, 2026, we have not withdrawn any interest earned from the trust account.

For the six months ended June 30, 2025, cash used in operating activities was $402,919.

Net income of $3,106,416 was impacted by dividends and unrealized gain on marketable securities held in Trust Account of $3,674,951.

Changes in operating assets and liabilities provided $165,616.

As of June 30, 2026, we had marketable securities of $157,261,867 held in the trust account.

Through June 30, 2026, we had withdrawn $27,817,434 from the trust account in connection with redemption and deposited $200,000 in the Trust Account in relation to the Deadline Date extension.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing dividends and interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination.

To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of March 31, 2026, we had $24,630 in cash.

As of June 30, 2026, we had $85,877 in cash.

We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

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The warrants would be identical to the Private Placement Warrants.

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

At June 30, 2026 and December 31, 2025, 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.

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.

We do not believe we 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 our business.

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Going Concern

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.

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

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.

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

The Company has until June 24, 2027 (as discussed above and with maximum extensions), 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.

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Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2026.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

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Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay its Sponsor a fee of approximately $10,000 per month for administrative and support services and the deferred underwriting fee.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay our Sponsor a fee of approximately $10,000 per month for administrative and support services and the deferred underwriting fee.

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

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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 2. Management’s Discussion and Analysis