TDAC SEC filings, in plain English
Everything Translational Development has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: 10-Q (Quarterly Report) for Translational Development Acquisition Corp. for the quarter ended June 30, 2026. The deal (ProLogium Business Combination) was announced on May 27, 2026, after which the SPAC converted all 4,657,499 Class B founder shares into Class A shares on June 12, 2026. On June 17, 2026, shareholders approved up to 12 one-month extensions to June 24, 2027, but 2,598,697 public shares were redeemed for ~$27.8 million, reducing trust shares outstanding from 17,250,000 to 14,651,303. The trust value per share was $10.73 at period end, up from $10.53 at year-end 2025. On July 27, 2026, the SPAC secured a $50 million PIPE from Naetas Holding Limited at $10.00 per share. The sponsor loan balance grew from $200,000 to $1,100,000 during the period. Why it matters: This filing provides the first financial statement verification of the merger agreement and its consequences: massive public redemption (15% of shares), thorough conversion of all founder Class B shares, and tangible PIPE financing. The trust is healthy at above-par value, extensions are funded, and the going-concern risk is flagged but manageable with the extended deadline. The filing also reveals the sponsor is funding operations through a promissory note.
What changed vs 2026-05-15trust $183.3M → $181.7M -1%deadline 2026-06-24 → 2027-06-24shares 17.3M → 14.7M -15%trust account, combination deadline, redeemable shares +13 moved · 1 with no prior record of ours
- Trust account
- $183.3M$181.7M
- Combination deadline
- 2026-06-242027-06-24
- Redeemable shares
- 17.3M14.7M
- Going-concern doubt
- stated · unchanged
SpacBrain reads this as $1,613,958 left the trust between the two filings.
The clause …“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”…
SpacBrain reads this as 365 days later than the previous record.
The clause …“of Contents The Company’s plan to deal with the uncertainty is to complete a Business Combination prior to June 24, 2027 and to receive working capital from its Sponsor. There is no assurance that the Company’s plans to consummate a”…
SpacBrain reads this as 2,598,697 shares are no longer redeemable.
The clause “000 shares authorized; 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 466 — Class B ordinary shares, $”…
The clause …“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”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit — specifically, a Joint Filing Agreement attached to a Schedule 13G/A beneficial ownership report for shares of Translational Development Acquisition Corp. This filing amends a prior statement on Schedule 13G dated as of June 30, 2026, by creating a unified reporting obligation under Rule 13d-1(k) among Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong. The document reports no changes to beneficial ownership percentages or share counts. Consequently, it does not modify the merger announcement status, trust distribution value, extension clock, or sponsor conduct that would influence the redemption deadline. Why it matters: The agreement was executed on August 12, 2026, by authorized signatory Saul Ahn, who signs on behalf of the corporate entities and as Attorney-in-Fact for Siu Min Wong under a Power of Attorney dated June 10, 2019. That earlier authority traces back to Exhibit B of a prior statement filed regarding holdings in Haymaker Acquisition Corp II. The document contains no assertions about target customers, revenue streams, market size, strategic direction, technology roadmaps, commercial partnerships, active litigation, or executive appointments. Because it functions solely as an administrative reporting consolidation tool, it introduces no new variables for shareholders assessing redemption math, deal velocity, or sponsor reliability, and therefore does not carry material weight for acquisition evaluation beyond standard securities law compliance.
What changed: A Schedule 13G beneficial ownership report filed by Meteora Capital, LLC identifying it as a holder of TDAC securities. The filing discloses Meteora Capital, LLC as a beneficial owner; however, the provided text contains no share quantities, percentage thresholds, acquisition dates, or transaction pricing, meaning the disclosed $10.73 per-share trust value, the 2026-08-24 business combination deadline, and all associated redemption or extension mechanics remain unaltered Why it matters: Per the terms of the Schedule 13G, Meteora Capital, LLC has crossed or holds a reporting threshold, but without numerical data or a stated acquisition purpose, the filing provides no evidence regarding customer claims, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and leaves open whether the holder plans to redeem shares, back the announced deal, or monitor sponsor conduct before the deadline
What changed: A Schedule 13G/A beneficial ownership amendment containing two attached Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing updates the roster of authorized signatories permitted to submit Rule 13f-1 and Regulation 13D-G reports for the firms’ beneficially owned securities. The Powers of Attorney remove Mariana Audeves Martinez and Asheesh Bajaj, retain seventeen other named attorneys-in-fact, and establish expiration windows of July 8, 2027 for The Goldman Sachs Group and July 2, 2027 for Goldman Sachs & Co. LLC. This administrative update does not modify TDAC’s August 24, 2026 merger deadline, the $10.73 per-share trust valuation, shareholder redemption windows, extension provisions, or sponsor oversight protocols. Why it matters: The document contains no claims regarding TDAC’s target company, commercial traction, revenue projections, market positioning, strategic initiatives, technological capabilities, partnership agreements, litigation exposure, or executive leadership changes. As executed by Scott Kilpatrick and Carey Ziegler, the filing solely establishes New York–governed agency authority for compliance submissions through mid-2027. Consequently, it provides no actionable intelligence on deal progression, trust accounting, or redemption calculus beyond confirming that Goldman Sachs maintains its institutional reporting infrastructure. Investors requiring updates on transaction status, extension votes, or capital deployment should await subsequent proxy materials, merger agreement exhibits, or issuer press releases.
What changed: A Form 425 prospectus communication and proxy solicitation material filed by ProLogium Holding Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, publishing a joint LinkedIn, X, and Facebook announcement detailing a US$50 million committed primary capital investment and operational milestones ahead of a shareholder vote on the proposed business combination with Translational Development Acquisition Corp. No modifications to TDAC’s redemption deadline (2026-08-24), published trust value ($10.73 per share), extension provisions, or sponsor conduct are documented here. Mechanically, the filing confirms ProLogium has submitted a registration statement on Form F-4 containing a preliminary proxy statement/prospectus, which establishes the regulatory timeline for the forthcoming TDAC shareholder meeting and defines that definitive voting materials will be mailed once the registration statement is declared effective. Why it matters: The US$50 million primary capital commitment from a consortium of existing shareholders introduces non-trust financing that may reduce liquidity dependency if public shareholder redemptions increase. According to ProLogium’s posted communication, the capital intends to support expansion of next-generation lithium ceramic battery mass production, advance construction of the Dunkirk Gigafactory in France (groundbreaking took place in February 2026), and accelerate growth into data centers, aerospace, and robotics. ProLogium attributes its commercial standing to over 1,100 granted and pending global patents, notes a 2026 Edison Awards Gold Award for its superfluidized inorganic next generation lithium ceramic battery, and asserts it was among the first to successfully commercialize a high-efficiency roll-to-roll coated ceramic separator manufacturing process. The company states it has delivered more than 2.4 million aggregate battery products to collaboration partners and customers since 2013, specifically identifying cells used in automotive audio systems and approximately 10,000 samples for automotive applications. Regarding facilities, ProLogium reports its Phase 1 Dunkirk facility carries a designed production capacity of 4.0 GWh with an expectation to achieve that output gradually by 2030, while the broader Dunkirk site holds a maximum designed capacity of 44.0 GWh and will operate adjacent to a Paris-Saclay R&D center established in 2024. TDAC’s leadership composition remains unchanged: chief executive officer and chairman Michael B. Hoffman, chief financial officer Avanindra C. Das, and board members E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum, and Christopher Jarratt. These execution claims, patent counts, delivery metrics, and capital commitments constitute the substantive commercial baseline proxy voters will assess against potential redemption levels and valuation assumptions.
What changed: A Rule 425 filing submitted by ProLogium Holding Inc., attaching a July 27, 2026 press release announcing a $50 million committed primary capital investment and referencing the concurrent filing of a Form F-4 registration statement containing a proxy statement/prospectus for the proposed business combination with TDAC. Deal progress advances as the filing marks the deemed filing of a Form F-4 with the SEC under Rules 425 and 14a-12, placing the proxy materials into the regulatory pipeline ahead of a TDAC shareholder meeting. The filing does not alter TDAC’s existing redemption mechanics, trust value ($10.73 per share), or August 24, 2026 deadline; rather, it secures $50 million in committed primary capital from existing ProLogium investors at the previously disclosed pre-money valuation of approximately $3.8 billion to satisfy target financing requirements. Standard risk disclosures in the filing reiterate that consummation remains conditional and explicitly list the level of redemptions by TDAC’s public shareholders as a variable that could impact the transaction’s completion. Why it matters: Strategic and operational claims, attributed to the press release and ProLogium’s corporate profile, state that proceeds will fund scale-up of next-generation lithium ceramic battery production, advance Phase 1 construction of a Dunkirk, France gigafactory (groundbreaking occurred February 2026; designed capacity 4.0 GWh reaching gradually by 2030; total site maximum 44.0 GWh), and expand into data centers, aerospace, and robotics. According to the release, ProLogium management notes the Dunkirk project is supported by a subsidy package of up to €1.375 billion from the Government of the French Republic. Historical output metrics attributed to ProLogium include commercialization starting in 2013, aggregate delivery of more than 2.4 million battery products to collaboration partners and customers, approximately 10,000 automotive application samples, and holding over 1,100 global patents. The Taoke facility in Taoyuan, Taiwan, is described as the first commercial gigafactory to publicly display its production line, with an overseas R&D center established in Paris-Saclay in 2024. Personnel identified in the filing include Vincent Yang as Founder and CEO of ProLogium, Michael B. Hoffman as Chairman and CEO of TDAC, Avanindra C. Das as TDAC Chief Financial Officer, and TDAC board members E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum, and Christopher Jarratt. Financial and legal advisors named include Cohen & Company Capital Markets, Credit Agricole Securities (USA) Inc., Sullivan & Cromwell LLP, LCS & Partners, BTIG, LLC, and Venable.
What changed: 8-K announcing a $50 million PIPE subscription agreement with Naetas Holding Limited for the TDAC/ProLogium business combination. TDAC entered into a Subscription Agreement with Naetas Holding Limited for a $50 million PIPE (5M shares at $10.00 each with 5M warrants) to be funded into escrow pending business combination closing. The subscriber also agreed to non-redemption and non-voting commitments on any offset shares it holds, and the parties agreed to discuss potential business collaboration. Why it matters: The $50M PIPE commitment strengthens the balance sheet for the business combination with ProLogium, providing additional cash to the combined entity. The deadline is August 24, 2026, so this filing indicates progress towards closing in the near term. The trust value per share is $10.73, and the PIPE at $10.00 with warrants provides a slight premium for public shareholders.
What changed: A Form 8-K Current Report filed pursuant to Rule 425 disclosing a Subscription Agreement dated July 27, 2026, executed among Translational Development Acquisition Corp. (“TDAC”), Prologium Holding Inc. (“ProLogium”), and institutional accredited investor Naetas Holding Limited (“Subscriber”). ProLogium and TDAC state they entered into a PIPE subscription for 5,000,000 Class A ordinary shares at $10.00 per share, totaling $50,000,000. The parties agree to issue 5,000,000 accompanying warrants exercisable at $11.50 per share. TDAC’s Chief Executive Officer, Michael B. Hoffman, executed the disclosure. The agreement specifies that Subscribed Shares will cancel into ProLogium Class A ordinary shares at the First Merger Effective Time, one business day after the Subscription Closing. The Subscriber irrevocably waives any claim to the Trust Account. To manage net exposure, the Subscriber can designate currently owned or future open-market purchases of TDAC shares (acquired below the redemption amount) as “Offset Shares”; the agreement mandates that Offset Shares cannot be redeemed for cash and must be submitted via proxy as abstentions on the merger vote. If the Business Combination fails, the Issuer promises to return the Purchase Price and cancel the Subscribed Securities. ProLogium represented it will use commercially reasonable efforts to file a resale registration statement within 45 calendar days post-closing, aiming for effectiveness by day 90 (or day 120 if SEC review occurs). Why it matters: The filing confirms protracted deal funding mechanics that align institutional investor hedging with SPAC trust preservation, ensuring the $50,000,000 gross proceeds remain available to satisfy minimum cash conditions regardless of individual shareholder redemptions. Post-transaction, the PIPE warrants carry a $18.00 per share redemption threshold and a $0.01 per warrant call price, explicitly excluding downward resets or price protection. ProLogium’s management represented a detailed existing equity stack: 21,822,700 Company Common Shares and 67,605,030 Company Preferred Shares issued and outstanding across Series A (19,796,528 shares), Series B (12,807,162 shares), Series C (8,256,445 shares), Series D (2,153,527 shares), Series E (11,601,389 shares), and Series E+ (12,989,979 shares). Additional outstanding instruments cited by the Company include Founder Warrants for 2,286,450 shares at $3.500188, Mercedes-Benz Warrants for 295,244 shares at $25.40275831, and Company Options for 13,500 shares at $0.33. Board approvals noted include 1,450,000 ESOP units at $7.00 and 210,000 units at NT$10.00. Placement agents BTIG, LLC, Cohen & Company Markets, and Credit Agricole Securities (USA) Inc. acknowledged they bear no fiduciary duty and are solely compensated by the Issuer and Company. While parties agreed in good faith to discuss product enhancements and proof-of-concept efforts, the Subscriber maintains they hold no reliance on non-contractual projections. Arbitration under Singapore International Arbitration Centre rules governs disputes. Investors tracking the SPAC’s trust balance face a confirmed $50,000,000 cash infuse contingent on closing, alongside structural protections limiting warrant dilution and mandating specific proxy treatment for offset positions.
What changed: Schedule 13G/A beneficial ownership report amendment filed under the Securities Exchange Act. According to the filing, Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick are reporting beneficial ownership interests. The provided excerpt contains no share counts, percentage thresholds, transaction dates, or statements of investment purpose. It discloses no modifications to redemption windows, trust account valuations, extension proposals, merger agreement milestones, or sponsor conduct. Why it matters: For a SPAC at the DEAL_ANNOUNCED stage, amended 13G filings are the standard regulatory mechanism for tracking institutional and insider blockholder shifts that can reshape voting coalitions ahead of shareholder approval events. Even without visible numerical data, the naming of these specific holding companies and individuals signals a required update to the SEC that affects public float transparency and shareholder base composition. Investors should retrieve the complete attached exhibit to determine whether any party crossed the five-percent threshold, altered investment intent from passive to active under Rule 13d-1(b), or coordinated with the sponsor or target management—details that directly dictate quorum feasibility, proxy contest exposure, conversion rights, and liquidation pathways.
What changed: Form 8-K Current Report accompanied by Press Release (Exhibit 99.1) announcing that ProLogium Holding Inc. filed an initial Registration Statement on Form F-4 with the U.S. Securities and Exchange Commission. Deal progress advanced as the target entity submitted its Form F-4 registration statement. The filing reports no amendments to the redemption calendar, trust account mechanics, or extension status. Instead, the press release’s forward-looking statement section reiterates active closing prerequisites, attributing ongoing structural risks to a stated "$250 million Minimum Cash condition," the expected fluctuation in the "amount of redemption requests made by TDAC’s public shareholders," and the possibility of "failure to obtain TDAC deadline extension." No adjustments to sponsor conduct or trust valuation are disclosed. Why it matters: The F-4 submission transitions the May 27, 2026-announced de-SPAC business combination into the SEC comment period. As articulated by TDAC Chairman and CEO Michael B. Hoffman, the filing is designed to deliver "significant color into the company and the transaction" through expanded historical and supporting data. Within the same press release, TDAC and ProLogium frame their operational outlook around ProLogium’s "capability of... solid-state battery technology" and "plans to expand globally," while explicitly warning that transaction success depends on satisfying the $250 million minimum cash requirement, navigating shareholder redemptions, and maintaining listing standards before the terminal window closes.
What changed: A Form 425 filing submitted by Prologium Holding Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Exchange Act of 1934, reproducing a June 26, 2026 corporate announcement originally published on LinkedIn, X, and Facebook regarding an upcoming Bloomberg Television interview, combined with standard business-combination disclaimers and participant solicitation notices for the proposed merger with Translational Development Acquisition Corp. The filing confirms no modifications to TDAC’s redemption framework or financing structure; the trust value remains at $10.73 per share and the termination deadline remains August 24, 2026. Regarding deal mechanics, the disclosure explicitly cites a '$250 million Minimum Cash condition' as a prerequisite to closing and warns that 'the amount of redemption requests made by TDAC’s public shareholders' could prevent consummation. It identifies TDAC’s leadership as CEO and chairman Michael B. Hoffman, CFO Avanindra C. Das, and directors E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum, and Christopher Jarratt. No sponsor conduct adjustments, extension proposals, or vote timing changes are recorded. Why it matters: Beyond mechanics, ProLogium and TDAC provide substantive operational and strategic claims relevant to shareholder redemption calculus. ProLogium states it holds over 1,100 global patents, commercialized a battery design featuring a 100% ceramic separator in 2013, debuted a superfluidized all-inorganic solid-state lithium ceramic battery in 2025, earned a 2026 Edison Awards Gold Award, operates with more than 13 years of manufacturing know-how, and claims to be the only entity globally capable of publicly demonstrating a solid-state battery mass-production line. ProLogium reports shipping more than 800,000 cells from its Taoyuan, Taiwan facility (opened in 2024) and details its European footprint: a Paris-Saclay, France R&D hub launched in May 2024, and a Dunkirk, France GWh-class plant that finished permitting by the end of 2024, with construction slated for 2026, ramp-up projected between Q4 2028 and Q1 2029, and official mass production and deliveries targeted for Q2 2029. These commitments are counterbalanced by risk disclosures noting that failure to secure shareholder approvals, meet the $250 million cash threshold, manage trade disputes or tariffs, validate market acceptance, or mitigate intellectual property and supply-chain risks could delay or terminate the transaction. The exhibit signals active investor outreach ahead of the proxy statement/prospectus and provides concrete capacity and certification metrics for evaluating the viability of holding shares versus taking the $10.73 trust price before the August 24, 2026 deadline.
What changed: Form 8-K Current Report containing Exhibit 99.1, a press release titled 'TDAC Announces Very Successful Share Redemption Results in Connection with Extension Vote,' announcing the final tabulation of a June 17, 2026 shareholder vote on an extension and redemptions. Mechanics: The press release reports that public shareholders elected to redeem 2,598,697 shares of Class A common stock, leaving holders of 14,651,303 shares to continue holding them. Following these redemptions, approximately $156.8mm remains in the trust account. The extension received 95% of shares voted in favor. The filing also flags a '$250 million Minimum Cash condition' as a prerequisite to closing the business combination. Substance: Attributed to Michael Hoffman, Chairman and CEO of TDAC, the press release describes the proposed target, ProLogium Holding Inc., as a 'global leader in next-generation lithium ceramic battery technology.' Hoffman states the company operates a gigascale plant in Taiwan and has a gigawatt plant in France under construction, backed by an 'announced total potential subsidy package of up to 1.375 billion from the French Government.' He further identifies target markets for the batteries as electric vehicles, aerospace, robotics, defense, AI data centers, and maritime operations. Why it matters: The confirmed redemption volume establishes the post-vote trust balance of approximately $156.8mm, directly defining the liquidity pool available for the pending ProLogium transaction ahead of the August 24, 2026 deadline. The explicit mention of the '$250 million Minimum Cash condition' highlights a specific closing hurdle that management must navigate with the remaining trust capital. The 95% extension approval removes immediate liquidation pressure, while the disclosed technological roadmap and facility timelines provide forward-looking context for valuation discussions.
What changed: A Form 425 submission filed by ProLogium Holding Inc. on June 23, 2026, transmitting a social media and website communications post originally published by ProLogium recounting founder and CEO Vincent Yang’s panel discussion at Battery Show Europe 2026, followed by corporate background descriptions, forward-looking statement disclaimers, proxy solicitation participant disclosures, and standard securities law notices. The filing reports no adjustments to TDAC’s redemption calendar, trust account valuation methodology, sponsorship commitments, or merger deadline. It does not announce any amendment to the Business Combination Agreement, any proposed extension, or any change in sponsor conduct. The document simply reaffirms that closing remains contingent upon satisfying a $250 million minimum cash condition and restates TDAC’s existing executive team (Michael B. Hoffman as chief executive officer and chairman of the board of directors, Avanindra C. Das as chief financial officer) and board members (E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum, Christopher Jarratt) without indicating departures or equity adjustments. Why it matters: Although promotional and procedurally routine, the posting supplies unaudited operational and technological claims that investors should evaluate against execution risk ahead of the August 24, 2026 redemption deadline. According to the ProLogium-published communication, the company states it has delivered over 2.4 million battery cells worldwide and accumulated more than a decade of mass-production experience. ProLogium claims it holds over 1,100 global patents (granted and pending), launched a next-generation battery architecture featuring a 100% ceramic separator in 2013, introduced a superfluidized all-inorganic solid-state lithium ceramic battery in 2025, and received the Edison Awards Gold Award for that technology in 2026. The filing notes ProLogium possesses more than 13 years of manufacturing know-how, operates a Giga-scale demonstration facility in Taiwan, inaugurated a GWh-class gigafactory in Taoyuan in 2024, and shipped more than 800,000 cells from that location. For international scaling, ProLogium states it established an overseas R&D center in Paris-Saclay in May 2024, expects construction on a Dunkirk, France facility to begin in 2026, anticipates ramp-up beginning between Q4 2028 and Q1 2029, and plans formal mass production and deliveries in Q2 2029. The document explicitly warns that these projections involve material risks—including trade disputes, raw material sourcing, technology commercialization, market acceptance, and key personnel retention—and cautions that actual results may differ materially from corporate statements. Shareholders deciding whether to hold or redeem should treat these capacity and timeline assertions as forward-looking representations subject to regulatory, engineering, and capital execution uncertainties rather than confirmed delivery schedules.
What changed: A DEFA14A supplementary proxy solicitation filing submitted on June 23, 2026, which incorporates a Form 8-K and serves as the distribution channel for Exhibit 99.1, a press release dated June 22, 2026 announcing the final tabulation of shareholder votes and redemptions tied to a SPAC life extension vote and a proposed merger with ProLogium Holding Inc. In connection with the June 17, 2026 shareholder vote, 95% of votes cast favored extending the business combination deadline. Final redemption tabulations show public shareholders redeemed 2,598,697 Class A ordinary shares, while holders of 14,651,303 shares elected to remain. Following these pro-rata distributions, approximately $156.8mm now remains in the trust account. The filing's risk factor disclosures also explicitly reference a '$250 million Minimum Cash condition' required to close the transaction. Why it matters: Extending the deadline removes imminent liquidation pressure and pushes the redemption window beyond the original August 2026 horizon. The 85% retention rate leaves a $156.8mm trust balance, which management highlights as critical for meeting the newly cited $250 million minimum cash threshold. According to Chairman and CEO Michael Hoffman, shareholder enthusiasm stems from the May 27, 2026 merger announcement with ProLogium, which he claims is a 'global leader in next generation lithium ceramic battery technology.' Hoffman specifically asserts the company operates a gigascale plant in Taiwan and has a gigawatt plant in France under construction, backed by a French Government subsidy package potentially reaching up to 1.375 billion to serve electric vehicles, aerospace, robotics, defense, AI data centers, and maritime applications. The explicit anticipation of a forthcoming Form F-4 registration statement signals progression from preliminary discussions toward a definitive proxy/prospectus, where exact conversion ratios, PIPE equity pricing, and sponsor promissory note terms will be formally documented.
What changed: Form 8-K current report filed pursuant to Rule 425 containing a press release that announces the final tabulation of a June 17, 2026 shareholder vote regarding a SPAC life extension and share redemption elections. According to the June 22, 2026 press release, holders of 2,598,697 Class A shares redeemed their interests, leaving 14,651,303 shares continuing. Management characterized this outcome as 85% of shares not being redeemed, which left approximately $156.8mm in the trust account. The filing reports that 95% of the shares voted were in favor of the extension. The document confirms the pending business combination targets ProLogium Holding Inc. and references a forward-looking risk factor citing a '$250 million Minimum Cash condition' to closing. Why it matters: The extension approval and low redemption rate push the SPAC's deadline beyond the August 24, 2026 cutoff and preserve $156.8mm in trust capital, materially altering the financing footprint and timeline for the ProLogium transaction. CEO Michael Hoffman attributes the shareholder retention to 'excitement' around the deal, claiming ProLogium is a 'global leader in next-generation lithium ceramic battery technology' with a 'gigascale plant in Taiwan and a gigawatt plant in France under construction,' and points to an 'announced total potential subsidy package of up to 1.375 billion from the French Government.' He identifies target markets including electric vehicles, aerospace, robotics, defense, AI data centers, maritime, and energy storage systems that require 'high energy density, fast charging capabilities, enhanced safety, and manufacturability.' The filing's standard disclaimers simultaneously warn that actual results may differ due to risks surrounding the '$250 million Minimum Cash condition,' the ability to commercialize solid-state battery technology, forecast supply and demand, source raw materials, retain key personnel, and navigate U.S. and foreign tariffs.
What changed: A Form 425 filing containing a joint press release announcing a Memorandum of Understanding (MoU) between ProLogium Holding Inc. and Elysian Aircraft BV, accompanied by standard SEC Rule 14a-12 solicitation boilerplate. No modifications to TDAC’s redemption calendar, trust composition, or closing timeline are disclosed. The filing reaffirms that deal consummation remains subject to satisfying the stated '$250 million Minimum Cash condition' and explicitly cites 'the amount of redemption requests made by TDAC’s public shareholders' as a factor that could delay, impede, or prevent completion. The deadline remains 2026-08-24. The communication confirms that a registration statement on Form F-4, which will include TDAC’s preliminary proxy statement/prospectus, is still anticipated. Why it matters: For investors tracking the 2026-08-24 deadline and shareholder liquidity, this filing confirms the structural reliance on the $250 million minimum cash floor and highlights redemption risk without altering trust mechanics. Operationally, ProLogium asserts an MoU dated June 18, 2026, with Elysian Aircraft BV to evaluate next-generation battery integration for all-electric aircraft. ProLogium projects collaboration targets for pack-level energy densities ranging from 320-420 Wh/kg, designed to enable flight ranges of 750-1,000 km. Vincent Yang, Founder and CEO of ProLogium, attributes the initiative to aviation’s demanding requirements for energy density, safety, and weight efficiency, while Rob Wolleswinkel, Co-CEO and CTO of Elysian Aircraft, indicates the partnership supports their E9X aircraft program. ProLogium further claims founding in 2006, accumulation of over 1,100 global patents, commercialization of a 100% ceramic separator architecture in 2013, introduction of a superfluidized all-inorganic solid-state lithium ceramic battery in 2025, receipt of an Edison Awards Gold Award in 2026, demonstration of a mass-production line after 13 years of manufacturing experience, inauguration of a GWh-class facility in Taoyuan, Taiwan in 2024 after shipping more than 800,000 cells, establishment of an overseas R&D center in Paris-Saclay, France in May 2024, completion of environmental and building permits for a Dunkirk, France facility by late 2024, scheduled construction commencement in 2026, planned ramp-up between Q4 2028 and Q1 2029, and expected formal mass production and deliveries in Q2 2029. TDAC identifies Michael B. Hoffman as chief executive officer and chairman, Avanindra C. Das as chief financial officer, and directors E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum, and Christopher Jarratt. These operational and historical assertions are heavily caveated by forward-looking statements warning of uncertainties surrounding certification, raw material sourcing, market acceptance, and the potential termination of the Business Combination Agreement.
What changed: SEC Form 8-K Current Report and accompanying definitive agreements documenting a shareholder-approved trust and charter amendment to extend the business combination deadline, accompanied by a formal notification of concurrent public share redemptions and voting results. Mechanics updated: The Company’s board and shareholders approved an amendment extending the initial business combination deadline from June 24, 2026 to June 24, 2027 via up to twelve one-month extensions. Each extension requires five days’ advance notice to Continental Stock Transfer & Trust Company and a deposit into the Trust Account two days prior, capped at the lesser of $200,000 or $0.03 per outstanding public share. Concurrently, holders of 2,598,697 IPO shares exercised redemption rights at approximately $10.70 per share, totaling approximately $27,817,433.95, leaving 14,651,303 public shares outstanding. Voting occurred with a quorum of 17,430,905 shares (approximately 79.56% of the 21,907,500 entitled shares as of May 19, 2026), yielding 16,621,609 For votes and 809,296 Against votes across all three proposals. Other substantive disclosures: The filing contains no claims regarding specific target companies, transaction status, customers, revenue, market size, technology, strategic partnerships, litigation, or operational personnel beyond attributing the signatory role to Chief Executive Officer Michael B. Hoffman. The only external entity referenced is BTIG LLC, listed as a carbon-copy recipient for future extension letters. No forward-looking projections or commercial assertions were included by the Registrant. Why it matters: This 8-K recalibrates the investor liquidity and extension clock by locking in a maximum twelve-month delay past the original June 24, 2026 expiration, with the absolute termination floor set at June 24, 2027 unless a Business Combination occurs earlier. The mechanical formula (lesser of $200,000 or $0.03 per share) establishes predictable monthly trust account contributions relative to the remaining 14,651,303 public shares, directly impacting net trust value calculations alongside the reported ~$27,817,433.95 outflow from the 2,598,697 redeemed shares. Compliance with the two-day deposit and five-day notice timelines becomes the primary near-term catalyst. Because the registrant disclosed zero details on deal pipeline, sponsor conduct beyond standard fiduciary procedures, or commercial operations, the filing’s analytical weight rests entirely on deadline management, trust accounting dynamics, and the precise capital reduction from the recorded redemptions.
What changed: SEC Form 425 prospectus communication filed by Prologium Holding Inc. on behalf of Translational Development Acquisition Corp. (TDAC), incorporating a June 9, 2026 press release announcing a Memorandum of Understanding (MoU) between ProLogium and OPmobility to jointly evaluate and develop solid-state battery modules for electric vehicle platforms. The filing does not modify the redemption deadline (2026-08-24), the trust account value of $10.73 per share, extension procedures, or sponsor conduct. It confirms the business combination remains active and reiterates the contractual '$250 million Minimum Cash condition,' explicitly warning of risks including 'the amount of redemption requests made by TDAC’s public shareholders' and 'failure to obtain TDAC deadline extension.' On commercial substance, ProLogium states its Superfluidized All Inorganic Solid-state Lithium Ceramic Battery achieves volumetric energy density of 900 Wh/L and gravimetric energy density of 380 Wh/kg, charges from 5% to 80% in about 6.4 minutes, exceeds 1,200 cycles, and maintains over 95% performance during discharge at -20°C. ProLogium attributes all performance claims to its own engineering and reports holding over 1,100 global patents, operating for more than 13 years, tracing origins to 2006, shipping more than 800,000 cells from its 2024 Taoyuan gigafactory, establishing a Paris-Saclay research center in May 2024, and planning Dunkirk site construction starting in 2026 with Q4 2028/Q1 2029 ramp-up targeting Q2 2029 deliveries. Vincent Yang, Founder and CEO of ProLogium, characterizes the MoU as a pragmatic, protocol-aligned path to vehicle integration, and Youssef Souiba, Executive Vice President and President of OPmobility’s C Power Business Group, states the collaboration expands their technology portfolio and customer reach within sustainable mobility. Why it matters: For TDAC investors, this Rule 425 submission advances the target’s commercial validation narrative without altering the structural mechanics that govern redemptions, trust payouts, or deal extensions. The disclosure of OPmobility’s dedicated module-design and manufacturing role, combined with ProLogium’s cited cell-output volume, patent portfolio depth, and overseas facility sequencing, provides shareholders with tangible operational checkpoints to assess ahead of the proxy/prospectus filing stage. Investors can use these disclosed performance parameters and partnership roadmap items to judge whether the target’s technology maturation supports satisfying the referenced $250 million minimum cash threshold before the August 24, 2026 expiration. Because the contract remains unchanged, the filing’s investment utility centers on calibrating redemption economics and valuation risk against confirmed commercial milestones rather than reacting to revised financial terms or sponsor conduct.
What changed: Form 8-K Current Report filed under Item 3.02 disclosing the unregistered conversion of founder shares. On June 12, 2026, Translational Development Acquisition Corp. converted 4,657,499 Class B ordinary shares held by TDAC Partners LLC into Class A ordinary shares. The company states that following the conversion there are 21,907,499 Class A ordinary shares and one Class B ordinary share outstanding. The filing explicitly notes that the per-share redemption value of the public Class A ordinary shares was approximately $10.69 as of June 12, 2026. The report is signed by Chief Executive Officer Michael B. Hoffman. Why it matters: The conversion is a routine administrative step that aligns the sponsor's promoter equity with public class status while retaining the restrictions outlined in the December 23, 2024 final prospectus: specific transfer limits, a formal waiver of redemption rights, and a contractual obligation to vote in favor of an initial business combination. The event generated zero cash proceeds, did not alter the trust account balance, and does not extend or reset the August 24, 2026 liquidation deadline. The reported $10.69 per-share trust value deviates from your $10.73 reference figure, which reflects standard day-to-day interest accrual variance rather than a distribution or fee extraction.
What changed: A Form 425 investor presentation and rule-based communication filed by Prologium Holding Inc. and deemed filed by Translational Development Acquisition Corp. (TDAC) pursuant to Securities Act Rule 425 and Exchange Act Rule 14a-12 to disseminate information regarding their pending business combination. The filing does not alter the August 24, 2026 redemption deadline, the $10.73 trust per share, or any extension mechanisms. It introduces a $250 million minimum cash condition for transaction consummation and formally warns of risks tied to the volume of TDAC shareholder redemption requests and potential failure to obtain a deadline extension, while providing no disclosures on sponsor conduct or timeline modifications. Why it matters: Prologium management promotes Gen 4 superfluidized all-inorganic solid-state lithium ceramic batteries claiming 360–400 Wh/kg gravimetric density and a roadmap to 430–470 Wh/kg utilizing a lithium-metal anode. The company states the cells yield 57 mS/cm ionic conductivity at 25°C, charge 5% to 80% in 5–8 minutes at 400V, retain ≥90% capacity at –20°C, and survive Accelerating Rate Calorimeter testing from ambient to 300–500°C without thermal runaway. Management attributes operational safety to a fully inorganic electrolyte and a ceramic separator certified to withstand 500°C. Manufacturing disclosures indicate the Taoyuan, Taiwan plant shipped over 800,000 cells, held 0.5 GWh capacity in 2025 with a 3.0 GWh maximum design ceiling, and divested a 40 MWh pilot line. The Dunkirk, France facility, with construction scheduled to start in 2026, projects 4.0 GWh by 2030 and a 44.0 GWh maximum design limit, targeting commercial operations by year-end 2029 and Q2 2029 mass production. North American strategy involves multi-state site selection with inlay sourcing from Asia/EU and partner assembly domestically. Capital expenditure estimates are pegged at $10/GWh in Taiwan, $30/GWh in the EU, and $55/GWh in the U.S. The presentation cites over 1,100 global patents, anticipates 1,250 by end-of-2026, and assigns 17% of active patents to top-tier rankings per a 2023 third-party platform. Product roadmaps target automotive, aerospace, data center ESS, and robotics, while invoking BloombergNEF and Recurrent Growth data to characterize BEV headwinds and pivot toward high-safety, fast-discharge emerging markets. All capacity projections, 4–20% pack COGS reduction claims, technical specifications, and market sizing assumptions are designated as management estimates or unverified independent data, subject to financing, permitting, and execution risks with no independent auditor review of the financial projections.
What changed: A Form 425 investor presentation/roadshow material filed by Prologium Holding Inc. pursuant to Rule 425 of the Securities Act of 1933, communicating details of the proposed business combination with SPAC Translational Development Acquisition Corp. (TDAC). The filing establishes a '$250 million Minimum Cash condition' required to consummate the business combination. It confirms that a combined Proxy Statement/Prospectus on Form F-4 will be filed with the SEC, which will ultimately govern the formal redemption calendar, voting procedures, and final transaction timing. The document does not modify the existing trust value or termination deadline, but explicitly states that neither Prologium nor TDAC assumes a duty to update forward-looking statements after the June 2, 2026 filing date. Why it matters: The '$250 million Minimum Cash condition' sets a hard liquidity floor for closing; management warns that high redemption volume depleting trust funds below this threshold could force deal termination unless sponsors deploy alternative capital or roll equity. On operational metrics, management projects Taoyuan gigafactory hitting 0.5 GWh in 2025, scaling to 4.0 GWh by 2030E with a 44.0 GWh max design capacity, while Dunkirk and Taoke sites target 1.05 GWh and >1.0 GWh respectively by 2030E. Prologium claims its Gen 4 lithium ceramic cells deliver 360~400Wh/kg specific energy and 860~940Wh/L pack density, accept ~5~8.5 minutes (5~80%) fast charging, and record 57 mS/cm ionic conductivity per SGS testing. The company also reports shipping 800,000+ cells from its G2 production line between 2024/Q3 and 2025/Q4. However, management explicitly attributes all capacity, cost, and performance projections to internal estimates and third-party literature, disclaims auditor verification, and cautions that results may diverge materially based on available financing, permitting, tariff impacts, and raw material sourcing.
What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report for Translational Development Acquisition Corp. (TDAC), dated May 27, 2026 and filed June 2, 2026. The filing discloses no modifications to redemption schedules, trust fund mechanics, extension votes, merger timeline progression, or sponsor governance. It exclusively executes a Rule 13d-1(k) procedural contract stating that the Schedule 13G filed on behalf of Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong shall be submitted jointly, and that any future amendments to that statement will likewise be co-filed by the undersigned. Why it matters: According to the agreement signed by Saul Ahn, he serves as the sole authorized signatory representing all four holders, acting pursuant to a power of attorney dated June 10, 2019 that the document expressly incorporates by reference to an earlier June 19, 2019 filing concerning Haymaker Acquisition Corp II. The text makes no assertions regarding target company demographics, revenue metrics, addressable markets, proprietary technology, vendor alliances, active litigation, or management transitions. As reported by the filing itself, this is a compliance exhibit confirming institutional reporting alignment. It does not indicate a sponsor-backed extension, tender offer activity, or transaction closing acceleration.
What changed: A SEC Form 4 insider ownership report filed by Michael B. Hoffman, identified in the filing as director, Chairman, and CEO of Translational Development Acquisition Corp. The filing discloses zero non-derivative transactions and zero reported holdings for Mr. Hoffman as of the filing date. There are no updates to the redemption schedule, trust account composition, business combination status, extension provisions, or sponsor conduct protocols. The document also contains no assertions regarding customer pipelines, revenue projections, market sizing, technology roadmaps, strategic partnerships, litigation exposure, or executive personnel adjustments. Why it matters: For investors tracking the established $10.73 per share trust value and the 2026-08-24 business combination deadline, this submission confirms a static insider position without triggering or delaying any redemption mechanics. Although procedurally routine, it eliminates recent management buying or selling as a variable, providing a verified baseline for subsequent Form 4 filings that may signal conviction or liquidity needs as the merger timeline advances.
What changed: Definitive additional proxy soliciting materials (DEFA14A) for Translational Development Acquisition Corp.'s extraordinary general meeting, specifically a proxy card and notice soliciting votes on three proposals: an extension amendment, a trust agreement amendment, and an adjournment proposal. This filing is a proxy card, not a substantive amendment. It confirms the EGM will be held on June 17, 2026, and requests votes on: (1) an amendment to extend the business combination deadline up to twelve times by one month each from June 24, 2026 to June 24, 2027; (2) an amendment to the trust agreement to permit these extensions, requiring a payment of the lesser of $200,000 or $0.03 per outstanding public share for each one-month extension, payable via promissory note; and (3) an adjournment proposal. The board recommends voting FOR all proposals. Internet votes must be received by 11:59 p.m. ET on June 16, 2026. Why it matters: This filing outlines the specific mechanics for extending the SPAC's deadline. The per-share extension payment amount ($0.03) is below the usual $10.00 trust value per share, indicating the trust is not at $10.00/share. The multiple one-month extensions and the small per-share payment highlight that the sponsor is seeking to buy time to complete a deal, and investors need to decide whether to approve these extensions and forgo redemption now, or redeem shares.
What changed: Definitive Proxy Statement (DEF 14A) soliciting shareholder approval to amend the charter and trust agreement to extend the deadline for completing a business combination, and disclosing a recently signed merger agreement with ProLogium. TDAC seeks to extend its business combination deadline from June 24, 2026 to June 24, 2027 (up to 12 monthly extensions) via charter and trust agreement amendments. The filing also confirms that on May 27, 2026, TDAC entered into a Business Combination Agreement with ProLogium, with closing expected in H2 2026, subject to conditions including at least $250M available cash and shareholder approval. The sponsor has agreed to fund each monthly extension (the lesser of $200,000 or $0.03 per public share) in exchange for a non-interest bearing promissory note. The Extraordinary General Meeting is set for June 17, 2026; redemption deadline is June 15, 2026. Why it matters: Without approval, TDAC would liquidate by June 24, 2026, making the trust proceeds (~$10.63 per share based on $183.3M trust value) returnable to public shareholders and warrants worthless. The extension is essential to complete the proposed ProLogium merger, which is the only announced deal. The filing provides concrete redemption mechanics, sponsor incentives, and conditions for the merger. It also discloses that the sponsor and initial shareholders hold ~21.26% of voting power and have agreed to vote for the extension and not redeem their shares.
What changed: 8-K filed by TDAC reporting entry into a material definitive agreement — a merger agreement with solid-state battery company ProLogium — plus ancillary exhibits (sponsor letter, voting/lock-up/registration rights agreements, press release, investor presentation) and related disclosures. On May 27, 2026, TDAC entered into a Business Combination Agreement with ProLogium Holding Inc. to effect a two-step merger. Under the deal, ProLogium's pre-money enterprise valuation is stated as approximately $3.8 billion. TDAC public shareholders will receive one ProLogium Class A share per TDAC Class A share (excluding dissenters). Each TDAC warrant will convert into a ProLogium warrant on the same terms. The sponsor (TDAC Partners LLC) agreed to a 12-month lock-up after closing and waived redemption and anti-dilution conversion protection. ProLogium shareholders will receive locked-up shares with periods of 6, 12 or 18 months. Target gross proceeds are described as ~$300 million, from TDAC trust cash and a PIPE. The deal has a Minimum Cash condition of at least $250 million (Available Cash). A TDAC Extension past June 24, 2026 is a condition for the Company. The merger must close by March 31, 2027, extendable with consent if the TDAC Extension is obtained. Termination date can extend to the later of that deadline or the extended deadline if TDAC obtains an extension. ProLogium reserves for a 2.5% fully-diluted Founder IP Compensation share issuance. A new equity incentive plan of up to 12.5% (capped at 6.0% before initial PIPE closing) is to be adopted. Why it matters: This is the definitive business combination agreement consummating the SPAC merger. Redemption mechanics: public shareholders get one ProLogium share per TDAC share, can redeem at trust (~$10.73/share). Trust value is stated as 'at least $172.5 million' and per-share trust value is not the standard $10.00 — the reference price used in the consolidation factor math is $10.00 per share. Closing requires net tangible assets of at least $5,000,001. The $250M Minimum Cash condition means significant redemptions could kill the deal. The extension deadline for TDAC is June 24, 2026, and failure to obtain it gives ProLogium a termination right. Shareholders should track the proxy filing, redemption period, and PIPE subscription progress closely.
What changed: Form 8-K (Current Report) filed by Translational Development Acquisition Corp. (TDAC) to announce a definitive Agreement and Plan of Merger with Prologium Holding Inc., including the full merger agreement, sponsor letter, voting agreement, lock-up agreement, registration rights agreement, press release, and investor presentation. TDAC announced a business combination with ProLogium, a solid-state battery developer. The transaction implies a ~$3.8 billion pre-money valuation for ProLogium. Each TDAC Class A share will convert into one ProLogium Class A share; TDAC warrants will convert into ProLogium warrants. The merger requires TDAC to obtain an extension of its deadline past June 24, 2026, and requires at least $250 million of available cash (after redemptions) and at least $5,000,001 in net tangible assets. The sponsor agreed to vote in favor, not to redeem, and to a 12-month lock-up. ProLogium shareholders agreed to lock-up periods of 6 to 18 months. The termination date is March 31, 2027, extendable with company consent. The transaction is expected to close in the second half of 2026. Why it matters: For redemption mechanics: TDAC shareholders have the right to redeem their shares in connection with the business combination, but the deal can only close if at least $250 million in cash remains after redemptions. That creates a redemption threshold — if too many shareholders redeem, the deal fails. The sponsor has contractually agreed not to redeem. For trust value: The trust held at least $172.5 million as of the agreement date (per $10.00 per share, though the prompt indicates $10.73 per share due to interest). For extensions: The SPAC's deadline was August 24, 2026; the agreement requires a shareholder vote to extend past June 24, 2026, and the sponsor will fund extension expenses. For deal progress: This is the initial announcement; key conditions include shareholder approvals from both companies, SEC effectiveness of the registration statement, Nasdaq listing, and no stop order. For sponsor conduct: Sponsor waives anti-dilution, locks up for 12 months post-close, and agrees to support the deal and fund extension costs.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by Translational Development Acquisition Corp., a blank-check company seeking a business combination. Trust value per share increased from $10.53 at Dec 31, 2025 to $10.62 at Mar 31, 2026, driven by $1,613,958 in dividend income. Cash declined to $24,630 and working capital deficit grew to $785,769. Sponsor note increased by $300,000 to $500,000. Management disclosed a material weakness in disclosure controls due to omission of an internal control report from the prior 10-K. Deadline is 72 days from filing (June 24, 2026). No deal announced or target identified. Why it matters: The clock is running out: the SPAC must complete a deal by June 24, 2026 or liquidate. The trust has grown to ~10.62 per share, slightly above the 10.10 initial placement. Cash burn and reliance on sponsor loans are intensifying, and disclosure controls are ineffective. No extension or transaction has been disclosed, making this a high-risk, time-critical situation.
What changed vs 2025-11-14trust $179.9M → $183.3M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $179.9M$183.3M
- Combination deadline
- 2026-06-24 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $3,372,192 was added to the trust between the two filings.
The clause …“50,686 9,678 Total Current Assets 75,316 39,465 Marketable securities held in Trust Account 183,271,269 181,657,311 TOTAL ASSETS $ 183,346,585 $ 181,696,776 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause “June 24, 2026. 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”…
The clause “6 (Unaudited) 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”…
The clause …“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 Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a routine compliance exhibit. Specifically, it is a Schedule 13G filing accompanied by two Exhibit 99 attachments that are Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The instruments formally appoint nineteen named employees—including Sadhiya Raffique, Santosh Vinayagamoorthy, D Guru Prasad, Tobi Amusan, Akash Keshari, Papa Lette, Andrzej Szyszka, Rahail Patel, Taiki Misu, Regina Chan, Mariana Audeves Martinez, Asheesh Bajaj, Abhilasha Bareja, Veronica Mupazviriwo, Sam Prashanth, Ameen Soetan, Abhishek Vishwanathan, Elizabeth Novak, and Matthew Pomfret—as Attorneys-in-Fact to execute and deliver SEC filings required under Rule 13f-1 or Regulation 13D-G regarding securities beneficially owned by each entity. According to the instruments signed by Managing Director Carey Ziegler on July 16, 2025, both Goldman Sachs entities replaced their prior Powers of Attorney (previously established on July 29, 2024 for The Goldman Sachs Group, Inc., and October 1, 2024 for Goldman Sachs & Co. LLC). The updated authorities retain most previously appointed attorneys, incorporate administrative adjustments to the roster, and extend the expiration window until July 16, 2026. The powers automatically terminate for any designated attorney who ceases to be an employee or ceases performing the relevant function before that date. The filing was submitted to the Securities and Exchange Commission on May 13, 2026. Why it matters: This filing addresses sponsor conduct and regulatory compliance mechanics rather than TDAC’s redemption calendar, trust value, extension status, or announced transaction progress. The Goldman Sachs entities state that the appointments are strictly for executing required Section 13 and 13D-G filings; the documents contain no assertions regarding customers, revenue, market size, commercial strategy, proprietary technology, corporate partnerships, active litigation, or operational personnel disclosures. As an administrative update to statutory reporting infrastructure, it ensures continuous disclosure coverage for Goldman Sachs’ TDAC positions without altering shareholder economics or merger timelines. The materiality is low for redemption voting mechanics.
What changed: Translational Development Acquisition Corp. filed Amendment No. 2 to its fiscal 2025 Form 10-K in response to an SEC comment letter dated May 7, 2026 issued on review of Amendment No. 1 (filed May 6, 2026). Its sole purpose is to amend and restate Part II Item 9A to change the conclusion on disclosure controls and procedures as of December 31, 2025 from effective to NOT effective, and to refile Section 302 and 906 certifications as Exhibits 31.1, 31.2, 32.1 and 32.2. No other item or disclosure in the original March 30, 2026 filing is changed. Why it matters: A registrant reversing its own controls conclusion only after an SEC comment letter is a credibility signal, and it now says disclosure controls were not effective for all of fiscal 2025 - the period covering its trust accounting and redemption disclosure. Note the tension the amendment leaves in place: the same Item 9A still states management determined internal control over financial reporting WAS effective at December 31, 2025 under COSO 2013, and no material weakness is identified. Cover data: 17,250,000 Class A and 4,657,500 Class B shares outstanding at March 30, 2026.
What changed: Amendment No. 1 to Translational Development's FY2025 Form 10-K, filed in response to an SEC comment letter dated April 30, 2026. It amends and restates Part II, Item 9A "Controls and Procedures" in its entirety and adds updated Section 302/906 certifications; nothing else is changed. Management again concludes disclosure controls were effective at December 31, 2025 and internal control over financial reporting effective under COSO 2013, with no changes. 17,250,000 Class A and 4,657,500 Class B shares were outstanding at March 30, 2026. Why it matters: TDAC is under active SEC staff review: this amendment exists only because of an April 30, 2026 comment letter, and the re-issued certifications indicate the staff pushed back on the original Item 9A language. Nothing financial was restated, controls are still reported effective, and no trust or deadline figure changed, so this is a disclosure-quality event rather than an economic one. Still, SEC review of a blank-check issuer's annual report is a timing risk for any registration statement the company needs cleared for a deal.
What changed: PRE 14A Preliminary Proxy Statement soliciting shareholder votes at an Extraordinary General Meeting of Translational Development Acquisition Corp. scheduled for June 17, 2026. The Proxy Statement outlines three proposals: an Extension Amendment Proposal, a Trust Agreement Amendment Proposal, and an Adjournment Proposal. According to the Board, the Company currently faces a Deadline Date of June 24, 2026 to consummate a business combination, but the filings seek amendments to extend that period by up to twelve (12) additional one-month intervals through June 24, 2027. To trigger each extension, the Sponsor must give five days’ advance notice and deposit $[___] into the Trust Account two (2) days before the applicable deadline, receiving a non-interest bearing, unsecured promissory note equal to the deposit amount. If approved, Public Shareholders retain the right to redeem shares at a pro rata portion of the Trust Account by submitting written requests and delivering shares to Continental Stock Transfer & Trust Company by 5:00 p.m. Eastern Time on June 15, 2026. The filing specifies that redemptions cannot reduce net tangible assets below $5,000,001, and no single shareholder acting alone or as a group may redeem more than an aggregate of 15% of Public Shares without company consent. The Board notes that if the proposals fail or a business combination remains uncompleted, the Company will liquidate and redeem shareholders within ten (10) business days, at which point Founder Shares and Private Placement Warrants will expire worthless. Why it matters: This preliminary proxy establishes the definitive operational timeline and voting mechanics governing whether the SPAC survives past June 24, 2026. The Board asserts it believes the current completion window lacks sufficient time to finalize a previously announced business combination, though it explicitly warns there is no guarantee of success through the Extended Date of June 24, 2027. From a redemption calendar perspective, the document mandates that Unit holders must separate their securities into underlying Public Shares and Public Warrants before requesting redemption by the June 15, 2026 cutoff. The filing attributes direct financial conflicts to initial shareholders, confirming the Sponsor and officers collectively hold 4,657,500 Founder Shares representing approximately 21.26% of outstanding Ordinary Shares and purchased 7,075,000 Private Placement Warrants at $1.00 each for $7,075,000 in gross proceeds, all of which the Board affirms will be forfeited upon liquidation. Beneficial ownership tables disclosed in the filing show Magnetar Financial LLC holds 1,300,000 shares, Wolverine Asset Management, LLC holds 1,557,134 shares, and AQR Capital Management, LLC holds 1,099,989 shares out of 21,907,500 total issued shares. Because Cayman Islands law requires a special resolution of at least two-thirds (2/3) of voted shares for approval, the voting power of those institutional blocks becomes operationally decisive. Furthermore, the Risk Factors section warns of regulatory friction under the January 24, 2024 SEC SPAC Rules, potential classification as an investment company under the Investment Company Act of 1940, foreign target clearance delays, and unresolved Passive Foreign Investment Company tax consequences for U.S. Holders exercising redemption rights.
What changed: Form 10-K annual report for the fiscal year ended December 31, 2025. Trust value increased to $181,657,311 (up from $174,350,346 at IPO); redemption value per share increased to $10.53 (up from $10.11 at IPO). Cash burn: $29,787 cash, $504,608 working capital deficit at Dec 31, 2025. Company warns of going concern risk and has until June 24, 2026 deadline to close a deal. Sponsor provided $200,000 loan in Aug 2025; no deal signed yet. Why it matters: Trust is growing from interest, but cash is nearly gone and sponsor loans are small. No merger agreement, no new target identified, and the clock is ticking toward June 2026 liquidation deadline. Despite healthy trust, the risk of failure to close a deal is rising.
What changed vs 2025-03-31trust $174.4M → $181.7M +4%going concern APPEAREDtrust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $174.4M$181.7M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-06-24
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $7,306,965 was added to the trust between the two filings.
The clause …“9,678 212,059 Total Current Assets 39,465 650,233 Marketable securities held in Trust Account 181,657,311 174,350,346 TOTAL ASSETS $ 181,696,776 $ 175,000,579 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“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”…
The clause “June 24, 2026. 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”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively Class B ordinary shares, $ 0.0001 par value; 10,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-Q quarterly report for Translational Development Acquisition Corp. for the period ended September 30, 2025. Trust account value increased to $179.9 million ($10.43 per share) from $174.4 million ($10.11 per share) at year-end 2024, driven by interest income. Cash decreased to $47,150 from $438,174, and the company now has a working capital deficit of $342,263. On August 8, 2025, the company entered into a $2 million promissory note with the sponsor, under which $100,000 was drawn by quarter end. No business combination target has been selected. Management reiterated substantial doubt about going concern if no deal by June 24, 2026. Why it matters: The trust per share has risen to $10.43, providing a small premium over the $10.00 IPO price for redeeming shareholders. The SPAC's cash burn is depleting its working capital, with only $47,150 in cash and a negative working capital position. The sponsor's new $2 million credit line provides some liquidity but signals that the SPAC needs additional funding to continue operations. With a deadline of June 24, 2026, and no deal announced, the pressure is on to consummate a transaction. The going concern warning is a red flag for investors.
What changed vs 2025-08-14trust $178.0M → $179.9M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $178.0M$179.9M
- Combination deadline
- 2026-06-24 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,873,780 was added to the trust between the two filings.
The clause …“33,432 212,059 Total Current Assets 80,582 650,233 Marketable securities held in Trust Account 179,899,077 174,350,346 TOTAL ASSETS $ 179,979,659 $ 175,000,579 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“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 Combination Period ), the Company will (i)”…
The clause …“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”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of September 30, 2025 and December 31, 2024 Class B ordinary shares, $ 0.0001 par value; 10,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — Schedule 13G/A, a beneficial ownership reporting amendment filed by Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. The text discloses no share quantities, ownership percentages, transaction dates, or monetary values. It does not amend, extend, or trigger any mechanism related to the SPAC redemption deadline, trust distribution schedule, business combination progress, or sponsor governance. The amendment mechanically updates prior Form 13G disclosures without revealing the underlying trigger in this excerpt. Why it matters: The filing contains no assertions regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel changes. Because the document attributes nothing beyond the filers' identities and the SEC form designation, any implication that these entities are preparing for mass redemptions, supporting the announced merger, or pressuring leadership rests solely on subsequent public statements or proxy filings made by the listed holders. As a routine 13G/A, it indicates that at least one reporting person corrected prior data or shifted portfolio weightings, but absent explicit figures or intent disclosures, it provides no standalone guidance on capital allocation, trust preservation, or deal execution timelines.
What changed: SEC Form 8-K reporting the creation of a direct financial obligation under Item 2.03 and an other event under Item 8.01, accompanied by Exhibit 10.1 containing the executed text of an unregistered promissory note. According to the filed registrant disclosure and the attached Promissory Note, on August 8, 2025, TDAC Partners LLC (the Sponsor) agreed to lend Translational Development Acquisition Corp. up to $2,000,000 for working capital. The note, executed by Chief Executive Officer Michael B. Hoffman, carries zero percent interest and mandates repayment on the earlier of (i) the contractual business combination deadline set forth in the Amended and Restated Memorandum of Association or (ii) the effective date of a completed business combination. Paragraph 11 of the note explicitly waives the sponsor’s right to any trust account distributions, and the filing states that failure to consummate a merger results in forgiveness of the principal unless the company possesses funds outside its initial public offering trust account. The issuance relied on the Section 4(a)(2) private placement exemption. Why it matters: This sponsorship advance injects operational liquidity without encroaching on the public trust reserve or altering the existing per-share trust balance. Because the maturity trigger is contractually tethered to the pre-existing Amended and Restated Memorandum of Association timeline rather than an extended grace period, the redemption deadline remains intact and no trust liquidation clock is reset. The absolute trust account waiver ensures public shareholders face no secondary claim on their redemption proceeds from this leverage. For deal trackers, the filing signals active sponsor funding and working capital maintenance through August 2025, but introduces no amendment to the business combination window, no change to warrant exercise terms, and no new partnership or target announcements beyond routine financial structuring.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025, filed by Translational Development Acquisition Corp., a blank-check SPAC. Trust value increased to $178,025,297 (from $174,350,346 at Dec 31, 2024) due to dividend income; redemption value per share rose to $10.32 (from $10.11). Cash decreased to $35,255 (from $438,174) and working capital deficit widened to $128,605. On August 8, 2025, the Company entered into a non-interest bearing promissory note with the Sponsor for up to $2,000,000, due upon closing of a business combination. No extension, no deal announcement, no change in deadline (June 24, 2026). Why it matters: The cash burn and working capital deficit highlight the need for a deal or additional sponsor support before the June 24, 2026 deadline. The new $2 million promissory note from the sponsor signals ongoing sponsor commitment but also indicates the SPAC is relying on sponsor funding to stay afloat. The trust continues to accrue interest, providing a modest per-share buffer for redemptions.
What changed vs 2025-05-15trust $176.2M → $178.0M +1%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $176.2M$178.0M
- Combination deadline
- not previously extracted2026-06-24
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,844,469 was added to the trust between the two filings.
The clause …“120,822 212,059 Total Current Assets 156,077 650,233 Marketable securities held in Trust Account 178,025,297 174,350,346 TOTAL ASSETS $ 178,181,374 $ 175,000,579 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION,”…
The clause …“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 Combination Period ), the Company will (i)”…
The clause “4 - 15, Disclosures of Uncertainties about an Entity s Ability to Continue as a Going Concern, management has determined that the liquidity issues and mandatory liquidation and subsequent dissolution, should the Company be unable to”…
The clause …“100,000,000 shares authorized; no shares issued or outstanding (excluding 17,250,000 shares subject to possible redemption) as of June 30, 2025 and December 31, 2024 Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: An amended Schedule 13G beneficial ownership report submitted by Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The provided filing excerpt attributes no updated share quantities, percentage thresholds, or operational timelines to the registrants, meaning the text offers no direct bearing on TDAC’s business combination timeline, trust liquidity dynamics, extension procedures, target due diligence progress, or sponsor conduct. Per standard SEC disclosure practice, a 13G/A typically flags a change in beneficial ownership or shifted investment purpose, but the registrants’ submission as written contains no such mechanical variables, acquisition cost basis, or voting power adjustments. Why it matters: Attested solely by the filing text, the document discloses no customer relationships, revenue benchmarks, market size projections, strategic pivots, technology disclosures, partnership arrangements, litigation assertions, or personnel movements. Because the registrants did not include data schedules or narrative commentary, institutional positioning remains opaque; however, amendments of this type often precede coalition-building, financing commitments, or shareholder coordination ahead of a SPAC merger vote. The absence of quantified ownership changes in the excerpt suggests either a nominal administrative update or that supplementary exhibits were omitted; investors must review the complete SEC submission to verify whether BMO Nesbitt Burns altered its dispositive control, which would directly influence redemption calculus and capital adequacy relative to the stated deadline.
What changed: Schedule 13G/A amended beneficial ownership report [0001140361-25-025608]. The filing amends a previous Schedule 13G for Wolverine Asset Management LLC, Wolverine Trading Partners, Inc., Wolverine Holdings, L.P., Christopher L. Gust, and Robert R. Bellick. No aggregate share counts, percentages, or transaction dates are provided in the excerpt. Bearing on the specified mechanics, the amendment does not alter the stated $10.73 trust per share, the 2026-08-24 business combination deadline, or the DEAL_ANNOUNCED status, and it discloses no sponsor conduct, extension proposals, or redemption threshold adjustments. The excerpt contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel attributable to management, sponsors, or the target. Why it matters: Passive or active ownership amendments track institutional voting alignment and potential liquidity pressure, but without disclosed holding sizes or explicit redemption/deal-support statements from these holders, the filing does not materially impact TDAC’s redemption calendar, trust valuation trajectory, or sponsor governance expectations. Because the excerpt lacks operative data or forward-looking assertions, it reflects routine regulatory updating rather than a actionable catalyst for SPAC investors.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2025, filed by Translational Development Acquisition Corp., a blank-check SPAC that completed its IPO on December 24, 2024, and is searching for a business combination. The filing reports the company's first-quarter financials since its IPO. Key metrics: trust account value of $176.18 million ($10.21 per share), cash of $206,600, working capital of $92,522, net income of $1.48 million from trust dividends, and a going concern disclosure due to insufficient funds to sustain operations. No business combination has been announced, and no extension has been filed. The company has the ability to draw on working capital loans from the sponsor. Why it matters: Investors monitoring redemption deadlines should note that the trust per share is $10.21, slightly above the IPO trust value of $10.10, and the deadline is June 24, 2026. The going concern disclosure indicates that the company may run out of cash before completing a deal, which could pressure the sponsor to provide additional funding or accelerate a transaction. The absence of any extension or deal announcement suggests the company is still in early stages of target identification.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.