Companies › TDAC

TDAC 10-K & 10-Q changes, risk factors and insider trading

Translational Development Acquisition Corp. (also TDACU, TDACW) · Nasdaq · Blank Checks · CIK 1926599 · All filings on SEC.gov

Everything below is quoted or computed from Translational Development Acquisition Corp.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

0 / 0risk-factor paragraphs added / removed in latest 10-K
0new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
0Form 4 filings reporting open-market sales (last 180 days)

Jump to: Annual report (10-K) · Quarterly report (10-Q) · Insider transactions · 13F holders

What changed in the latest 10-K

Comparing 10-K filed 2026-03-30 (period ending 2025-12-31) with 10-K filed 2025-03-31 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
17 → 17words in section

The section in the latest 10-K reads in full:

As a smaller reporting company, we are not required to include risk factors in this Annual Report.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

6new paragraphs
3removed paragraphs
12reworded paragraphs
1,647 → 2,226words in section

New heading “Cautionary Note Regarding Forward Looking Statements”

Removed heading “Public Warrants”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: going concern, liquidity
“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. …”
see in full comparison
Removed text topics: going concern
“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.”
see in full comparison
New text
“Cautionary Note Regarding Forward Looking Statements”
see in full comparison
Removed text
“Public Warrants”
see in full comparison
New text
“This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. …”
see in full comparison
Removed text
“At the date of the Initial Public Offering, the fair value of the Public Warrants was determined using the Monte Carlo Simulation Model. The Monte Carlo Simulation Model required significant estimates by management and required management to make assumptions related to the company’s implied Class A share price, term of the Public Warrants, the risk-free rate and volatility. As each of these items are out to the control of management significant uncertainty exists in the Monte Carlo Simulation Model and the underlying assumptions. …”
see in full comparison
Full comparison: every changed paragraph (21)

Green = added, red = removed. Unchanged paragraphs, 2 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this Annual Report.Report on Form 10-K (this “Annual Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report.

Added

Cautionary Note Regarding Forward Looking Statements

Added

This Annual Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Annual Report including, without limitation, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of this Annual Report. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Reworded

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 19, 2022 (inception) through December 31, 2024,2025, were organizational activities, those necessary to prepare for the Initial Public Offering, described below. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generate non-operating income in the form of interest incomedividends on marketable securities held in the Trust Account. 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.

Reworded

For the year ended December 31, 2024,2025, we had a net lossincome of $71,012,$6,362,427, which consists of operatingdividends costs of $196,358 partially offset by an unrealized gainearned on marketable securities held in the Trust Account of $125,346.$7,306,965 offset by operating costs of $944,538.

Reworded

For the year ended December 31, 2023,2024, we had a net loss of $485,550,$71,012, which consists of operating andcosts formationof costs.$196,358 partially offset by dividends earned on marketable securities held in Trust Account of $125,346.

Reworded

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of our ordinary shares, par value $0.0001 per share, by the Former Sponsor and loans from the Sponsor.

Reworded

For the year ended December 31, 2024,2025, net cash used in operating activities was $851,446.$608,387. Net lossincome of $71,012$6,362,427 was impacted by adividends payment of operation costs through promissory note of $4,719 and an unrealized gainearned on marketable securities held in Trust Account of $125,346.$7,306,965. Changes in operating assets and liabilities provided $659,807.$336,151 of cash from operating activities.

Reworded

For the year ended December 31, 2023, cash used in2024, cash used in operating activities was $204.$851,446. Net loss of $485,550$71,012 was impacted by a write-offpayment of deferred offeringoperation costs through promissory note of $482,340$4,719 and changesdividends earned on marketable securities held in Trust Account of $125,346. Changes in operating assets and liabilities,liabilities whichused provided $3,006.$659,807.

Reworded

As of December 31, 2024,2025, we had investments of $174,350,346$181,657,311 held in the trust account. Through December 31, 2024 and 2023,2025, we have not withdrawn any interest earned from the trust account.

Reworded

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 payablepayable, 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.

Reworded

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our 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, 20242025 and 2023,2024, no amount were borrowed under the Working Capital Loan program. On August 8, 2025, the Company entered into a non - interest bearing promissory note with the Sponsor for a principal amount of up to $2,000,000. The loan on the promissory note is due upon the closing of a Business Combination. At December 31, 2025 and 2024, there was $200,000 and $0, respectively, borrowed under this promissory note.

Reworded

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. However, if our 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, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Added

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

Added

The Company has until June 24, 2026, to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Completion Window, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance with 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.

Added

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.

Removed

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.

Removed

Public Warrants

Removed

At the date of the Initial Public Offering, the fair value of the Public Warrants was determined using the Monte Carlo Simulation Model. The Monte Carlo Simulation Model required significant estimates by management and required management to make assumptions related to the company’s implied Class A share price, term of the Public Warrants, the risk-free rate and volatility. As each of these items are out to the control of management significant uncertainty exists in the Monte Carlo Simulation Model and the underlying assumptions. Deviations from these estimates could result in a significate difference to our financial results. As the changes in fair value has no impact to our cash, changes in fair value of the Public Warrants and derivations from our estimates of fair value have no impact on our cash inflows or outflows.

Added

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.

Reworded

We do not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-08-14 (period ending 2026-06-30) with 10-Q filed 2026-05-15 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

0new paragraphs
0removed paragraphs
0reworded paragraphs
29 → 29words in section

The section in the latest 10-Q reads in full:

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

19new paragraphs
0removed paragraphs
13reworded paragraphs
2,284 → 3,693words in section

New heading “Proposed Business Combination”

New heading “Issuance of Class A Ordinary Shares”

New heading “General Meeting”

New heading “Subscription Agreement”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

New text topics: securities and exchange commission, fine
“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 …”
see in full comparison
New text
“Issuance of Class A Ordinary Shares”
see in full comparison
New text
“Proposed Business Combination”
see in full comparison
New text
“Subscription Agreement”
see in full comparison
New text
“General Meeting”
see in full comparison
New text
“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. …”
see in full comparison
Full comparison: every changed paragraph (32)

Green = added, red = removed. Unchanged paragraphs, 1 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

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. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Added

Proposed Business Combination

Added

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”).

Added

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.

Added

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.

Added

Issuance of Class A Ordinary Shares

Added

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.

Added

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.

Added

General Meeting

Added

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”).

Added

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.

Added

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.

Added

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.

Added

Subscription Agreement

Added

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”).

Added

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.

Added

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.

Added

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

Reworded

We have neither engaged in any operations nor generated any revenues to date. Our only activities from April 19, 2022 (inception) through MarchJune 31,30, 2026, were organizational activities, those necessary to prepare for the Initial Public Offering, described below.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. We generate non-operating income in the form of dividends on marketable securities held in the Trust Account. 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.

Reworded

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,332,797,$946,982, which consists of dividends earned on marketable securities held in Trust Account of $1,613,958$1,644,170, partially offset by a $36,138 unrealized loss and general and administrative costs of $281,161.$661,050.

Reworded

For the three months ended MarchJune 31,30, 2025, we had a net income of $1,483,074,$1,623,342, which consists of dividends earned on marketable securities held in Trust Account of $1,830,482$1,844,469 partially offset by general and administrative costs of $347,408.$221,127.

Added

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.

Added

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.

Reworded

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $305,157.$643,910. Net income of $1,332,797$2,279,779 was impacted by dividends earned on marketable securities held in Trust Account of $1,613,958.$3,221,990. Changes in operating assets and liabilities usedprovided $23,996.$298,301.

Reworded

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $231,574.$402,919. Net income of $1,483,074$3,106,416 was impacted by dividends earnedand unrealized gain on marketable securities held in Trust Account of $1,830,482.$3,674,951. Changes in operating assets and liabilities provided $115,834.$165,616.

Reworded

As of MarchJune 31,30, 2026, we had marketable securities of $183,271,269$157,261,867 held in the trust account. Through MarchJune 31,30, 2026, we have nothad withdrawn any interest earned$27,817,434 from the trust account.account in connection with redemption and deposited $200,000 in the Trust Account in relation to the Deadline Date extension.

Reworded

As of MarchJune 31,30, 2026, we had $24,630$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.

Reworded

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our 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 warrants would be identical to the Private Placement Warrants. At MarchJune 31,30, 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 MarchJune 31,30, 2026 and December 31, 2025, there were $500,000$1,100,000 and $200,000, respectively, borrowed under this promissory note.

Reworded

As of MarchJune 31,30, 2026, the Company had cash of $24,630$85,877 and a working capital deficit of $785,769.$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.

Reworded

The Company has until June 24, 2026,2027 (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. 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, 2026.2027.

Reworded

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 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. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Reworded

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

TDAC insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

No Form 4 stock transactions in this period.

Well-known investors holding TDAC (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
D. E. Shaw & Co. UNIT 99/99/99992026-06-30350,000$3.7M—Sold out
D. E. Shaw & Co. COM CL A2026-06-30346,900$3.7M—Sold out
Millennium Management (Israel Englander) COM CL A2026-06-30150,000$1.6M—Sold out
Two Sigma Investments COM CL A2026-06-30133,325$1.4M—Sold out
D. E. Shaw & Co. *W EXP 12/18/2022026-06-30175,000$231.0K0.0%New position

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

Coming soon: email alerts when TDAC files, watchlists and downloadable comparisons.