TDAC merger with ProLogium
ProLogium is a Taiwan-based developer and manufacturer of next-generation 'lithium ceramic' solid-state batteries for EVs, aerospace, robotics, defence and data-centre backup power (Taiwan)Revenue $3M (FY2025) as reported.
Expected close, as filed: H2 2026.
Announced 27 May 2026.
Taiwan/France
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $50M · unsourced
- Min-cash condition
- $250M
- Sponsor promote
- 21%
- Pro-forma shares
- 397.1M
- Exchange ratio
Each TDAC Class A ordinary share cancelled for one (1) Company Class A ordinary share (1:1). ProLogium shares recapitalized by the Consolidation Factor = Per Share Equity Value / $10.00, where Per Share Equity Value = equity value / pre-recapitalization shares. TDAC warrants convert 1:1 into Company warrants.more ▾less ▴
Common equity PIPE targeted but not committed at signing: parties agreed only to use commercially reasonable efforts to enter into subscription agreements or backstop arrangements for a private equitymore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
Founder IP Compensation: prior to Closing the Company reserves Class B ordinary shares representing up to 2.5% of total share capital on a fully diluted basis at Closing (the Cap); actual number set post-close by an independent third-party valuation of the Founder IP. Separately, new equity incentive plan pool up to 12.5% fully diluted (6.0% until the initial PIPE closing).more ▾less ▴
i) for the Founder Parties, eighteen (18) months from and after the Closing Date, (ii) for each of the Management (except the Founder Parties), twelve (12) months from and after the Closing Date, (iii) for nd SBCVC Navitas Limited (the “SBCVC Entities”), six (6) months from and after the Closing Date, (iv) for New Epoch and the New Horizon Shareholders, six (6) months from and after the Closing Date, and (v) for each Company Shareholders (other than the Founder Parties, the Management, the SBCVC Entities, New Epoch and the New Horizon Shareholders), six (6) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (v), as applicable, the “ Lock-Up Periodmore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
If holders redeem
a model, from filed inputsEvery public share can be cashed out for its slice of the trust instead of rolling into the new company. Drag the slider to see what that does to the cash the business receives, to who owns it, and — the one that decides whether the deal happens at all — to the minimum-cash condition the buyer can walk on.
Even with NO redemptions the clause measures $157.3M against a $250M threshold. There is no redemption rate at which this test is met on these figures.
A condition can be waived, amended or satisfied by financing raised after the filing this reads. This is what the clause and the last filed balances say today, not a prediction about the vote.
No filing we hold prints a pro-forma ownership table for this deal, so there is no ownership split here. It is never derived from a headline, a promote percentage and a PIPE size — that construction is exactly what put a wrong dilution figure on this page once already.
What this model is made of — 3 filed inputs
- Redeemable public shares
- 14.7M at $10.73/share0001104659-26-097093
- Trust
- $157.3M0001104659-26-097093
- Minimum-cash condition
- $250M — trust after redemptions0001104659-26-066599
“Available Cash” means, as of immediately prior to the Closing, an amount equal to the amount of cash available to be released from the Trust Account (after giving effect to all payments to be made as a result of the completion of all TDAC Share Redemptions). … “Minimum Cash” means $250,000,000. … (f) Minimum Cash. Available Cash shall be greater than or equal to Minimum Cash.
The target: ProLogium
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
ProLogium is a Taiwan-based developer and manufacturer of next-generation 'lithium ceramic' solid-state batteries for EVs, aerospace, robotics, defence and data-centre backup power. It is NOT pre-revenue but is close to it: audited IFRS revenue was only $2.9M in FY2025, DOWN 52% from $6.2M in FY2024, against a $3.8B pre-money valuation. Cost of revenue was $22.5M, producing a GROSS LOSS of $19.5M - i.e. roughly a -663% gross margin. The F-4/A discloses that current product sales are 'primarily battery sales to an automotive audio technology company for use in automotive audio systems', not to EV makers. Operating loss was $78.5M and net loss $640.9M in 2025 (the net loss is dominated by $526M of non-cash fair-value remeasurement on convertible preference shares). Management and the auditor both flag material uncertainty about going concern.
Founded 2006.
A reported actual.
ProLogium — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 6 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what ProLogium actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values ProLogium at $3.94bn, or 1339.3× the FY2025 actual revenue it actually reported. That is 98.9× what the market pays for its closest listed peers (median 13.54×) — an expensive price. It is priced above 100% of them.
Post-dilution equity + target net debt.
FY2025 — a reported actual.
1339.3× FY2025 actual revenue. Put another way: $1 of its annual sales is being bought for $1339.30.
$1 of their sales costs $13.54 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 2.09× to 42.02×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- Struck on the post-dilution value of $3.97bn, not the announced $3.8bn — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- QS, ELPW, DFLI, STI, EPOW, GWH, CBAT, FLUX, KULR have no revenue to divide by, so they are shown but left out of the peer median.
- MVST shown for context only — not close enough to move the median.
The 16 listed companies it is measured against, and why
- QSno revenue multiple
QuantumScape is the closest listed analogue - a pre-commercial solid-state lithium battery developer with a proprietary ceramic separator and a hybrid licensing-plus-manufacturing model, carrying a multi-billion-dollar valuation on essentially no product revenue, exactly ProLogium's profile.
- SLDP42.02× revenue
Solid Power is a solid-state cell and electrolyte developer earning only small development-contract and material-sales revenue while it qualifies with automakers - the same sub-$10M revenue, negative-gross-margin, OEM-qualification stage ProLogium is in.
- ELPWno revenue multiple
Direct comp: Batteries & Uninterruptable Power Supplies; micro-cap ($8m); shares batteries, lithium, battery, power, sales, systems with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SES3.04× revenue
SES AI is a next-gen lithium-metal cell developer that, like ProLogium, has pivoted from an EV-only story into drones, robotics and data-centre/BBU applications while running low single-digit-millions of revenue against a large cash pile.
- AMPX15.34× revenue
Amprius sells high-energy-density cells in small volumes into aerospace, defence and robotics from its own capacity while operating at negative gross margin - the same customer verticals and the same idle-capacity economics ProLogium reports.
- ENVX28.17× revenue
Enovix is one step ahead on the same path: a proprietary-architecture cell maker that has begun shipping commercially from its own fab after years of scale-up, making it the benchmark for whether ProLogium's Taoyuan-to-Dunkirk gigafactory ramp is credible.
- DFLIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($37m); shares batteries, lithium, battery, next, solid, state with the target's own description; forward EV/Sales 0.9x.
- EOSE11.73× revenue
Eos Energy is a pre-profit domestic battery manufacturer scaling an automated factory on government-backed financing with deeply negative gross margins and going-concern-adjacent liquidity - the closest read on how capital markets price ProLogium's Dunkirk subsidy-funded build.
- STIno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($53m); shares batteries, solid, lithium, battery, state, systems with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- MVST1.11× revenuecontext only — left out of the median
Microvast is a comparable Asia-manufacturing-based cell maker selling into commercial vehicles and ESS, but it is a genuinely revenue-generating business at ~100x ProLogium's sales, so it brackets the scale ProLogium is trying to reach rather than matching it.
- EPOWno revenue multiple
Operational comp: Electrical Components & Equipment (NEC); micro-cap ($38m); shares batteries, material, lithium, sales, primarily, are with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- GWHno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($42m); shares batteries, battery, lithium, non, power, technology with the target's own description; forward EV/Sales 56.7x.
- CBATno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($74m); shares batteries, lithium, power, primarily, are, technology with the target's own description; forward EV/Sales 0.3x.
- ENS2.09× revenue
Operational comp: Batteries & Uninterruptable Power Supplies; mid-cap ($6.3bn); shares batteries, battery, power, aerospace, systems, are with the target's own description; forward EV/Sales 2.0x.
- FLUXno revenue multiple
Operational comp: Batteries & Uninterruptable Power Supplies; micro-cap ($25m); shares batteries, lithium, battery, material, power, management with the target's own description; forward EV/Sales 0.5x.
- KULRno revenue multiple
Operational comp: Electrical Components & Equipment (NEC); micro-cap ($135m); shares batteries, battery, robotics, aerospace, systems, from with the target's own description; forward EV/Sales 3.5x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Founder IP Compensation: prior to Closing the Company reserves Class B ordinary shares representing up to 2.5% of total share capital on a fully diluted basis at Closing (the Cap); actual number set post-close by an independent third-party valuation of the Founder IP. Separately, new equity incentive plan pool up to 12.5% fully diluted (6.0% until the initial PIPE closing).
Set against the actuals: reported revenue stands at $3M (FY2025).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.