Talawar Tx to combine with JATT II Acquisition Corp (JATT) via S‑4 filing
Rhea-AI Filing Summary
Talawar Tx Inc. and JATT II Acquisition Corp. entered into a Business Combination Agreement on June 29, 2026 to combine, resulting in JATT becoming an indirect wholly‑owned subsidiary of Talawar. The parties intend to file a Form S-4 that will include JATT proxy statements and a prospectus; a definitive proxy/prospectus will be mailed to JATT shareholders after the Registration Statement is declared effective.
The communication emphasizes forward‑looking statements, lists customary transaction risks (including shareholder approvals, financing, Nasdaq listing and clinical development risks), and states that additional information about participants and risks will appear in SEC filings, including JATT’s April 17, 2026 final prospectus and its May 29, 2026 Form 10‑Q.
Positive
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Insights
Deal disclosure and SEC process: S‑4 and proxy steps outlined.
The parties state they will file a Form S‑4 containing preliminary and definitive proxy statements and a prospectus; mailing of definitive materials follows effectiveness and a record date for JATT shareholders. The text preserves standard qualifiers such as shareholder approval and listing conditions.
Timing and cash‑flow specifics are not provided; subsequent SEC filings will disclose sponsor interests, redemption mechanics, and any financing details. Review the S‑4 and proxy when filed for closing conditions and sponsor arrangements.
Transaction frames combined company but gives no performance metrics.
The announcement positions the merger as creating a combined Nasdaq‑listed entity but contains no revenue, pipeline milestones, or funding run‑rate figures. It flags clinical‑stage risks and third‑party supplier dependence as material considerations for the business.
Investors should consult the forthcoming proxy/prospectus for capital resources, use of proceeds, and clinical timelines once the S‑4 is filed.
Key Figures
Key Terms
Form S‑4 regulatory
proxy statement/prospectus/consent solicitation regulatory
business combination deadline regulatory
FAQ
What did Talawar Tx Inc. and JATT II Acquisition Corp announce?
Does this communication include financial terms or proceeds details?
What are the main risks called out in the announcement?
Where can I obtain the registration statement and proxy materials?
Filed by Talawar Tx Inc.
Pursuant to Rule 425
under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934, as amended
Subject Company: JATT II Acquisition Corp
(Commission File No. 001-43237)
On June 29, 2026, JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), and Talawar Tx Inc., a Delaware corporation (the “Company”), entered into a business combination agreement (the “Business Combination Agreement”), for a business combination transaction (the “Transactions”), that will result in, among other things, JATT becoming an indirect wholly-owned subsidiary of the Company.
On June 29, 2026, the Company made the following communication on LinkedIn in connection with the Transactions:
Additional Information About the Proposed Transaction and Where to Find It
In connection with the proposed transaction, the Company and JATT intend to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include preliminary and definitive proxy statements of JATT as well as a preliminary prospectus relating to the offer of securities to be issued to the shareholders of JATT. After the Registration Statement is declared effective, a definitive proxy statement and other relevant documents will be mailed to shareholders of JATT as of the record date to be established for voting on the Transactions and other matters as described in the proxy statement/prospectus/consent solicitation. JATT will also file other documents regarding the proposed transaction with the SEC. This communication does not contain all of the information that should be considered concerning the proposed transaction and is not intended to form the basis of any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF JATT AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH JATT’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE TRANSACTIONS AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT JATT, THE COMPANY AND THE PROPOSED TRANSACTION. Investors and security holders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus/consent solicitation and all other documents filed or to be filed with the SEC by JATT or the Company, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to: JATT II Acquisition Corp, 153 Central Avenue, C/O 56, Westfield, NJ 07091.
Forward-Looking Statements
This communication and the exhibits attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the proposed transaction and the parties thereto. All statements contained in this communication other than statements of historical fact, including, without limitation, statements regarding the proposed transaction between JATT and the Company; the anticipated benefits, size and timing of the proposed transaction; expected trading of the combined company’s securities on Nasdaq; the combined company’s future financial performance; the ability of the combined company to execute its business strategy, its market opportunity and positioning; preclinical and clinical development plans and timelines; the anticipated therapeutic benefits and clinical potential of product candidates; the combined company’s competitive position and potential advantages of its product candidates relative to existing therapies and competing approaches; the anticipated use of proceeds from the proposed transaction by the combined company, including statements regarding funds received by the combined company from JATT’s trust account and redemptions by JATT’s shareholders; the anticipated cash runway of the combined company; and other statements regarding management’s intentions, beliefs, or expectations with respect to the combined company’s future performance, are forward-looking statements.
Forward-looking statements are often identified by the use of words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.
These forward-looking statements are based on the current expectations and assumptions of JATT and the Company and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the proposed transaction and any definitive agreements with respect thereto; (3) the inability to complete the proposed transaction, including due to
failure to obtain approval of the shareholders of JATT and the stockholders of the Company or other conditions to closing; (4) the risk that the proposed transaction may not be completed by JATT’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by JATT; (5) the inability to maintain the listing of JATT’s securities or to obtain or maintain the listing of the combined company’s securities on the Nasdaq, the New York Stock Exchange, or another national securities exchange following the proposed transaction; (6) the risk that the proposed transaction disrupts the Company’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the proposed transaction; (7) the risk that the price of the combined company’s securities may be volatile due to a variety of factors, including changes in laws, regulations, technologies, natural disasters, geopolitical tensions, and macro-economic and social environments affecting its business; (8) the ability to recognize the anticipated benefits of the proposed transaction, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth and retain its key employees; (9) costs related to the proposed transaction; (10) changes in applicable laws or regulations; (11) risks related to the Company’s business, (i) the early stages of clinical development of the Company’s product candidates, (ii) the Company’s reliance on third-party suppliers and manufacturers, (iii) the outcomes of any future collaboration agreements and (iv) the Company’s ability to adequately maintain intellectual property rights for its product candidates, competition within the industry, compliance with regulatory requirements, including the Company’s ability to obtain regulatory approval of and successfully commercialize its product candidates, economic and market conditions, and political or geopolitical developments; and (12) other risks detailed from time to time in JATT’s filings with the SEC, including the proxy statement/prospectus/consent solicitation and related documents filed or to be filed in connection with the proposed transaction.
The foregoing list of risk factors is not exhaustive and are provided for illustrative purposes only. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of JATT’s final prospectus filed in connection with its initial public offering with the SEC on April 17, 2026, its Quarterly Report on Form 10-Q filed with the SEC on May 29, 2026, the proxy statement/prospectus/consent solicitation that will be filed by JATT and the Company, and other documents filed by JATT or the Company from time to time with the SEC, as well as the list of risk factors included herein. These filings identify and address other important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements. Additional risks and uncertainties not currently known or that are currently deemed immaterial may also cause actual results to differ materially from those expressed or implied by such forward-looking statements. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, each of which is made only as of the date of this communication.
In addition, statements that “we believe” and similar statements reflect JATT and the Company’s beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this communication, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and JATT and the Company’s statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
An investment in JATT is not an investment in any of JATT’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of JATT which may differ materially from the performance of JATT’s founders’ or sponsor’s past investments.
Participants in the Solicitation
JATT, the Company and certain of their respective directors, executive officers and other members of management and employees may, under SEC rules, be deemed participants in the solicitation of proxies from JATT’s shareholders in connection with the proposed transaction. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of JATT’s shareholders in the proposed transaction and their ownership of JATT’s securities is, or will be, contained in JATT’s filings with the SEC. You can find more information about JATT’s directors and executive officers in JATT’s final prospectus related to its initial public offering filed with the SEC on April 17, 2026. Additional information regarding the participants in the solicitation of proxies from JATT’s shareholders in connection with the proposed transaction, including the names and direct or indirect interests of the Company’s directors and executive officers, will be set forth in the proxy statement/prospectus/consent solicitation, which is expected to be filed by JATT and the Company with the SEC. Shareholders, potential investors and other interested persons should read the proxy statement/prospectus/consent solicitation carefully when it becomes available before making any voting or investment decisions. Investors and security holders may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or exchange, or a solicitation of an offer to buy or exchange the securities of JATT or the Company, or any commodity or instrument or related derivative, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities described herein in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act or an exemption therefrom. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.