What happens to JATT’s sponsor shares under the Business Combination Agreement?

The sponsor agreed to surrender 150,000 JATT ordinary shares for no consideration at closing. This sponsor support is documented in a separate agreement alongside commitments to vote for the transaction and waive certain anti-dilution and redemption protections.

Talawar, JATT II (Nasdaq: JATT) unveil $225M PIPE-backed biotech merger

Q: What transaction did JATT (JATT) announce with Talawar Therapeutics?

JATT II Acquisition Corp agreed to merge with Talawar Tx Inc. Merger Sub will combine with JATT, leaving JATT as a wholly owned Talawar subsidiary. The combined company will operate as Talawar Therapeutics and aims to list its common stock on the Nasdaq Capital Market.

Q: How large is the PIPE financing in the JATT and Talawar deal?

The PIPE totals 22.5 million shares at $10.00 per share, raising $225 million. This private placement is concurrent with closing and is led by Access Biotechnology, with participation from several prominent healthcare-focused institutional investors and mutual funds.

Q: How much cash is expected at closing for the Talawar–JATT combination?

The combined company expects about $285 million of cash at closing before costs. This assumes no redemptions of JATT’s approximately $60 million trust and full funding of the $225 million PIPE financing described in the transaction announcement.

Q: What is the minimum Available Cash condition in the JATT–Talawar merger?

The Business Combination requires Available Cash of at least $125,000,000. This threshold is tested after specified expenses and must be met, or waived, for Talawar’s closing obligations, alongside other mutual and party-specific closing conditions.

Q: How will the JATT–Talawar deal fund TALA-125 clinical development?

Transaction proceeds are anticipated to fund TALA‑125 through a Phase 2b proof-of-concept readout. Talawar expects clinical entry in the first quarter of 2027 and Phase 2b data in the second half of 2028, using capital from the trust and PIPE.

Q: What equity incentive and lock-up terms are included in the Talawar transaction?

At closing, Talawar will adopt an Equity Incentive Plan reserving 12% of fully diluted shares. The pool includes a 5% annual evergreen increase, and key holders will be subject to a 180‑day lock-up under a Registration Rights and Lock-Up Agreement.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

JATT II Acquisition Corp signed a Business Combination Agreement with Talawar Tx Inc. and Talawar Merger Sub to create a Nasdaq-listed biotechnology company focused on bispecific antibodies for immunology and inflammatory diseases. Merger Sub will merge into JATT, which will become a wholly owned subsidiary of Talawar.

The deal is supported by an oversubscribed $225 million PIPE at $10.00 per share for 22.5 million Talawar common shares, alongside approximately $60 million in JATT’s trust, targeting about $285 million of cash at closing before costs and assuming no redemptions. Closing is conditioned on shareholder approvals, Nasdaq listing of Talawar stock, and a minimum Available Cash of $125,000,000. The combined company expects funding to carry lead asset TALA‑125 through a Phase 2b proof‑of‑concept readout in the second half of 2028.

Insights

JATT II is taking Talawar public via a large PIPE-backed de-SPAC to fund mid-stage clinical data.

The transaction combines JATT II, a life sciences-focused SPAC, with Talawar Therapeutics, a private biotech developing bispecific antibodies for atopic dermatitis and other immunology indications. Structure is a typical SPAC merger: JATT becomes a wholly owned Talawar subsidiary, and Talawar equity becomes the listed security.

Financing relies on an oversubscribed $225 million PIPE at $10.00 per share plus roughly $60 million in JATT’s trust, with a minimum $125,000,000 Available Cash closing condition. A 150,000‑share sponsor surrender and 12% equity incentive pool with a 5% annual evergreen are notable structural elements that influence post‑merger ownership and dilution.

Proceeds are expected to fund lead asset TALA‑125 through a Phase 2b proof‑of‑concept readout in the second half of 2028, with clinical entry targeted for Q1 2027. Execution now hinges on SPAC shareholder redemptions, obtaining SEC effectiveness of the Form S‑4, successful PIPE closing, and maintaining Nasdaq listing approval.

8-K Event Classification

4 items: 1.01, 3.02, 7.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

PIPE size: $225 million PIPE share count: 22.5 million shares Implied pre-PIPE equity valuation: $120,000,000 +5 more

8 metrics

PIPE size $225 million 22.5 million shares of Company Common Stock at $10.00 per share

PIPE share count 22.5 million shares Company Common Stock sold to PIPE Investors at $10.00 per share

Implied pre-PIPE equity valuation $120,000,000 Implied equity valuation of the Company prior to the PIPE Financing

Expected cash at closing $285 million Combination of $60 million trust and $225 million PIPE, before costs and redemptions

Available Cash condition $125,000,000 Minimum Available Cash required for the Company’s obligation to close

Sponsor share surrender 150,000 shares JATT Ordinary Shares surrendered for no consideration at Closing

Equity Incentive Plan size 12% of fully diluted shares Initial reserve immediately after Closing, with 5% annual evergreen increase

Lock-up period 180 days Post-closing lock-up on certain holders’ shares under Registration Rights and Lock-Up Agreement

Key Terms

Business Combination Agreement, PIPE Financing, Registration Statement on Form S-4, Available Cash, +2 more

6 terms

Business Combination Agreement financial

"entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among JATT, Talawar Tx Inc."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

PIPE Financing financial

"Pursuant to the terms of the Business Combination Agreement, each of JATT and the Company shall use commercially reasonable efforts to consummate the PIPE Financing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Registration Statement on Form S-4 regulatory

"the Company will file with the SEC, a registration statement on Form S-4 (the “Registration Statement”)"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Available Cash financial

"the Available Cash (as defined in the Business Combination Agreement) will not be less than $125,000,000"

Registration Rights and Lock-Up Agreement financial

"enter into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”)"

Equity Incentive Plan financial

"the board of directors of the Company will approve and adopt an Equity Incentive Plan (the “Equity Incentive Plan”)"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

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Understanding 8-K Material Events →

Available on EDGAR 06/29/2026 - 08:38 AM Accepted by SEC EDGAR 06/29/2026 - 08:37 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 29, 2026

JATT II Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands

001-43237

N/A

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer
Identification No.)


153 Central Avenue
C/O 56
Westfield, NJ		07091
(Address of principal executive offices)		(Zip Code)

(201) 688-0364

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, par value $0.0001 per share

JATT

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into A Material Definitive Agreement

On June 29, 2026, JATT II Acquisition Corp, a Cayman Islands exempted company (“JATT”), entered into a Business Combination Agreement (the “Business Combination Agreement”), by and among JATT, Talawar Tx Inc., a Delaware corporation (the “Company”) and Talawar Merger Sub, a Cayman Islands exempted company (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into JATT, with JATT surviving the merger as a wholly-owned subsidiary of the Company (the “Merger”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” Each of JATT, the Company, and Merger Sub are referred to herein individually as a “Party” and, collectively, as the “Parties.” The combined company’s business will continue to operate through the Company. This Current Report on Form 8-K (this “Current Report”) provides a summary of the Business Combination Agreement and the other agreements entered into (and certain agreements to be entered into) in connection with the Transactions. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements or the forms of these agreements, as applicable, copies of which are filed as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4 and 10.5 to this Current Report and are incorporated by reference into this Current Report.

The Business Combination Agreement and the Transactions were approved by the board of directors of JATT and the board of directors of the Company.

Business Combination Agreement

The below description of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached hereto as Exhibit 2.1 and is incorporated herein by reference. The Business Combination Agreement contains representations, warranties, and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about JATT, the Company, or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants, and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants, and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants, and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in JATT’s or the Company’s public disclosures.

The Merger

Subject to the terms and conditions of the Business Combination Agreement, Merger Sub will merge with and into JATT, with JATT surviving the Merger as a wholly-owned subsidiary of the Company. At the time the Merger becomes effective (the “Effective Time”), (a)(i) each JATT ordinary share, par value $0.0001 per share (the “JATT Shares”) will be automatically converted as of the Effective Time into the right to receive one (1) share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”), in each case following the conversion of the Company’s outstanding convertible securities and the completion of a stock split of Company shares, each as effected immediately prior to the Effective Time, and on the terms and subject to the conditions set forth in the Business Combination Agreement.

The Redemption

JATT will provide the holders of JATT Shares the right to have all or a portion of their JATT Shares redeemed for cash in connection with the Business Combination, in accordance with JATT’s governing documents, for a per-share price equal to the pro rata portion of the funds then in JATT’s trust account, including interest earned on the funds held in the trust account (less taxes paid or payable (other than excise or similar taxes)).

The Closing

The closing of the Merger (the “Closing”) will occur at a time and date to be specified in writing by the Company and JATT, but in no event later than three (3) business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as JATT and the Company may agree. The date of such Closing is referred to as the “Closing Date.”

Nasdaq Listing

From and after the Closing, JATT and the Company shall use their respective reasonable best efforts to list the Company Common Stock on the Nasdaq Capital Market (“Nasdaq”).

The Post-Closing Board of Directors and Executive Officers

The board of directors of the Company following the Closing (the “Post-Closing Board”) will consist of up to seven (7) directors consisting of (i) one (1) director designated in writing by JATT Ventures II L.P. (the “Sponsor”) and (ii) up to six (6) directors designated in writing by the Company. The Post-Closing Board immediately following the Effective Time shall comply with Nasdaq rules and the majority of the directors shall be independent under Nasdaq listing standards. The officers of the Company immediately following the Effective Time shall be designated by the Company.

Proxy Statement and Registration Statement

As promptly as practicable after the execution of the Business Combination Agreement and receipt by the Company of such information concerning JATT and the shareholders of JATT that is required by applicable law to be included in the Proxy Statement/Prospectus (as defined below), JATT and the Company will jointly prepare and mutually agree upon, and the Company will file with the SEC, a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement of JATT ((such proxy statement, together with any amendments or supplements thereto, the “Proxy Statement”) as well as a prospectus relating to the offer of securities to be issued to the shareholders of JATT (the “Proxy Statement/Prospectus”), to register the Company Common Stock issued in connection with the Merger under the Securities Act of 1933, as amended (the “Securities Act”). The filing fees payable to the SEC in connection with the Proxy Statement/Prospectus will be paid by the Company and borne 50% by the Company and 50% by JATT. JATT will convene and hold an extraordinary general meeting of JATT shareholders (the “JATT Shareholders’ Meeting”) as promptly as practicable after the date on which the Proxy Statement/Prospectus becomes effective (but in any event no later than thirty (30) business days after the date on which the Proxy Statement is declared effective) for the purpose of voting solely upon (a) the adoption and approval of the Business Combination Agreement in accordance with applicable law and exchange rules and regulations, (b) the adoption and approval of any other proposals as the SEC or Nasdaq (or the respective staff members thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto and (c) the adoption and approval of any other proposals as reasonably agreed by JATT and the Company to be necessary or appropriate in connection with the Transactions, and (d) the adoption and approval of a proposal for the adjournment of the JATT Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (a) through (d), together, the “Transaction Proposals”). The board of directors of JATT will recommend to the shareholders of JATT that they approve the Transaction Proposals and will include such recommendation in the Proxy Statement.

Representations and Warranties

The Business Combination Agreement contains representations, warranties and covenants of each of the Parties that are customary for transactions of this type, including with respect to the operations of JATT and the Company prior to the Closing and the preparation and filing of the Proxy Statement/Prospectus with the SEC.

Covenants

The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Transactions and efforts to satisfy the conditions to consummate the Transactions.

Equity Incentive Plan and Employee Stock Purchase Plan

Upon Closing, the board of directors of the Company will approve and adopt an Equity Incentive Plan (the “Equity Incentive Plan”) and an employee stock purchase plan (the “Employee Stock Purchase Plan”). The initial number of shares of Company Common Stock to be reserved and available for issuance under the Equity Incentive Plan will equal 12% of the Company’s fully-diluted shares as of immediately after the Closing, provided that the number of shares reserved for issuance under the Equity Incentive Plan shall be subject to an automatic annual increase in an amount equal to 5% of the aggregate number of shares of Company Common Stock outstanding as of the end of the immediately preceding calendar year, or such lesser amount as may be determined by the Post-Closing Board. The Employee Stock Purchase Plan shall reserve for grant an amount of Common Stock as shall be mutually agreed by the Parties.

Exclusivity Restrictions

Pursuant to the terms of the Business Combination Agreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination Agreement in accordance with its terms, each Party has agreed, among other things, not to, directly or indirectly, (i) solicit, assist, initiate, continue or facilitate the making, submission or announcement of, or intentionally encourage, any JATT Acquisition Proposal (as defined in the Business Combination Agreement) or Company Acquisition Proposal (as defined in the Business Combination Agreement, and together with the JATT Acquisition Proposal, an “Acquisition Proposal”), as applicable, (ii) furnish any non-public information to any person or group in connection with or in response to an Acquisition Proposal, (iii) enter into any contract or other arrangement or understanding regarding an Acquisition Proposal, (iv) prepare or take any steps in connection with an offering of any securities of the Company or JATT (or any Affiliate or successor of the Company or JATT) (other than in connection with the PIPE Financing (as defined below)) or (v) otherwise cooperate in any way with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person to do or seek to do any of the foregoing.

PIPE Financing

Pursuant to the terms of the Business Combination Agreement, each of JATT and the Company shall use commercially reasonable efforts to consummate the PIPE Financing (as defined below) at or prior to the Closing and to satisfy or cause to be satisfied the conditions of the closing obligations contained in any PIPE Subscription Agreements (as defined below) and consummate the transactions contemplated thereby, including using its commercially reasonable efforts to enforce its rights, as applicable, under such PIPE Subscription Agreements to cause the other parties to such PIPE Subscription Agreement, as applicable, to pay to (or as directed by) the Company the applicable purchase price under such PIPE Subscription Agreement in accordance with its terms. Unless otherwise approved in writing by each of JATT and the Company, neither JATT nor the Company may amend, modify, supplement or waive (or permit any waiver of) any provision of, or terminate or abandon its plans with respect to, or provide consent to amend, modify, supplement, waive, assign or terminate any provision or remedy under, or any replacements of, such PIPE Subscription Agreement, other than, in each case, any assignment or transfer contemplated in such PIPE Subscription Agreement or expressly permitted by such PIPE Subscription Agreement (without any further amendment, modification or waiver to such assignment or transfer provision).

Conditions to Closing

The consummation of the Transactions is subject to the receipt of the requisite approval of the shareholders of JATT and stockholders of the Company, and the fulfillment of certain other conditions, as described in greater detail below.

Mutual Conditions to Closing

Under the Business Combination Agreement, the obligations of the Parties to consummate the Transaction are subject to the satisfaction or written waiver (where permissible) of certain conditions, including: (i) no adverse law or order has been entered into that would make the Business Combination Agreement, or the Transactions, illegal or otherwise prevent or prohibit consummation of the Transactions; (ii) the Registration Statement has been declared effective by the SEC and remains effective as of the Closing; and (iii) receipt of the conditional approval for the listing of the Company Common Stock on Nasdaq upon the Closing.

The Company’s Conditions to Closing

The obligations of the Company to consummate the Transactions are further subject to the satisfaction or written waiver (where permissible) of additional conditions, including: (i) the truth and accuracy of the representations and warranties of JATT, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by JATT with its agreements and covenants under the Business Combination Agreement; (iii) no JATT Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv) the Available Cash (as defined in the Business Combination Agreement) will not be less than $125,000,000, after the payment or accrual of certain expenses; and (v) the delivery by JATT of the Registration Rights and Lock-Up Agreement (as defined below), duly executed by JATT and the Sponsor, to the Company.

JATT’s Conditions to Closing

The obligations of JATT to consummate the Transactions are further subject to the satisfaction or written waiver (where available) of additional conditions, including: (i) the truth and accuracy of the representations and warranties of the Company, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by the Company with its agreements and covenants under the Business Combination Agreement; (iii) no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; and (iv) the delivery by the Company of the Registration Rights and Lock-Up Agreement, duly executed by certain stockholders and key persons, to JATT.

Termination

The Business Combination Agreement may be terminated by JATT or the Company under certain circumstances as follows:

by mutual written consent of JATT and the Company;

ii.

by JATT if there is any breach of any representation, warranty, covenant or agreement on the part of the Company set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (a) thirty (30) days after written notice of such breach or inaccuracy is provided to the Company or (b) the Outside Date (as defined in the Business Combination Agreement), such that the conditions specified would not be satisfied at the Closing, subject to certain exceptions;

iii.

by the Company if there is any breach of any representation, warranty, covenant or agreement on the part of JATT set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (a) thirty (30) days after written notice of such breach or inaccuracy is provided to JATT or (b) the Outside Date, subject to certain exceptions;

iv.

by either JATT or the Company if the Transactions shall not have been consummated by the Outside Date, subject to certain exceptions;

by either JATT or the Company if a governmental authority has issued an order prohibiting the transactions contemplated by the Business Combination Agreement;

vi.

by either the Company or JATT if the JATT Shareholders’ Meeting has been held (including any adjournment or postponement thereof), has concluded, JATT shareholders have duly voted, and the JATT Shareholder Approval (as defined in the Business Combination Agreement) was not obtained;

vii.

by JATT if the Company does not obtain the Company Stockholder Written Consent (as defined in the Business Combination Agreement) within two (2) business days following the effectiveness of the Registration Statement; and

viii.

by JATT if the Company does not deliver certain audited or unaudited financial statements of the Company within 60 days following the date of the Business Combination Agreement, subject to certain exceptions.

The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report, and incorporated herein by reference.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor has agreed, among other things, to (a) vote in favor of the Business Combination Agreement and the Transactions (including the Merger), (b) waive any adjustment to the conversion ratio set forth in the governing documents of JATT, any other anti-dilution or similar protections with respect to the JATT Ordinary Shares and any redemption rights, and (c) surrender for no consideration, in connection with the Closing, 150,000 JATT Ordinary Shares.

A copy of the Sponsor Support Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference, and the foregoing description of the Sponsor Support Agreement is qualified in its entirety by reference thereto.

Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, JATT, the Company, and certain of the Company’s stockholders (the “Supporting Company Stockholders”) entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”), pursuant to which the Company stockholders agreed, among other things, to (a) support and vote (or provide a written consent) in favor of the Business Combination Agreement and the Transactions, (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements providing for redemption rights, put rights, purchase rights, or similar rights that are not generally available to all stockholders to be terminated effective as of the Closing, and (c) release any claims against the Parties.

The Stockholder Support Agreement restricts the Supporting Company Stockholders from, among other things, directly or indirectly, (a) selling, assigning, transferring (including by operation of law), creating any lien or pledge, disposing of, or otherwise encumbering any of the shares or otherwise, or agreeing to do any of the foregoing, except if pursuant to the Business Combination Agreement or to another stockholder bound by the terms of the Stockholder Support Agreement; (b) depositing any shares into a voting trust or entering into a voting agreement or arrangement

or granting any proxy or power of attorney with respect thereto that is inconsistent with the Stockholder Support Agreement; and (c) entering into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any shares, except as set forth in the Business Combination Agreement or the Stockholder Support Agreement.

The foregoing description of the Stockholder Support Agreement is subject to and qualified in its entirety by reference to the full text of the form of Stockholder Support Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

PIPE Financing (Private Placement)

Concurrently with the execution of the Business Combination Agreement, on June 29, 2026, JATT, the Company and certain investors (the “PIPE Investors”) each entered into a subscription agreement with the Company (collectively, the “PIPE Subscription Agreements”), pursuant to which, among other things, each PIPE Investor has agreed to subscribe for and purchase on the Closing Date immediately prior to or substantially concurrently with the Closing, and the Company has agreed to issue and sell to each such PIPE Investor on the Closing Date immediately following the Closing, the number of shares of Company Common Stock set forth in the applicable PIPE Subscription Agreement in exchange for the purchase price set forth therein (the aggregate purchase price under all PIPE Subscription Agreements, collectively, the “PIPE Financing Amount”, and the equity financing under all PIPE Subscription Agreements, collectively, hereinafter referred to as, the “PIPE Financing”), on the terms and subject to the conditions set forth in the applicable PIPE Subscription Agreement. Pursuant to the PIPE Subscription Agreements, the PIPE Investors have agreed to purchase an aggregate of 22.5 million shares of Company Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per PIPE Share in a private placement for an aggregate amount of $225 million. The PIPE Financing purchase price of $10.00 per share implies an equity valuation of the Company of $120,000,000 prior to the PIPE Financing.

The obligations of each party to consummate the PIPE Financing are conditioned upon, among other things, (i) the Company Common Stock having been approved for listing on Nasdaq; (ii) all conditions precedent to the Closing shall have been satisfied or waived and the closing of the Business Combination shall be scheduled to occur immediately prior to or substantially concurrently with the closing of the PIPE Financing; and (iii) the absence of specified adverse judgements, orders, laws, rules or regulations enjoining or otherwise prohibiting the consummation of the transactions contemplated by the PIPE Subscription Agreements.

The obligations of the Company to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) material truth and accuracy of the representations and warranties of the PIPE Investors, subject to customary bringdown standards; and (ii) material compliance by the PIPE Investors with their covenants, agreements and conditions under the PIPE Subscription Agreement.

The obligations of the PIPE Investors to consummate the PIPE Financing are further subject to additional conditions, including, among other things: (i) the material truth and accuracy of the representations and warranties of the Company in the PIPE Subscription Agreements, subject to customary bringdown standards; and (ii) material compliance by the Company with its covenants, agreements and conditions under the PIPE Subscription Agreements.

The PIPE Subscription Agreements provide that the Company will grant the PIPE Investors certain customary registration rights.

The foregoing description of the PIPE Subscription Agreements and the PIPE Financing is subject to and qualified in its entirety by reference to the full text of the forms of PIPE Subscription Agreement, copies of which are attached as Exhibit 10.3 and Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.

Registration Rights and Lock-Up Agreement

In connection with the Closing, JATT, certain JATT Shareholders (including the Sponsor), the Company and certain Company Stockholders will enter into a registration rights and lock-up agreement (the “Registration Rights and Lock-Up Agreement”), pursuant to which, among other things, the Company will agree that, within 30 calendar days following the Closing Date, the Company will file with the SEC a registration statement registering the resale of

certain shares of Company Common Stock held by or issuable to the parties thereto (the “Resale Registration Statement”), and the Company will use its commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights.

The Registration Rights and Lock-Up Agreement will also provide that, for a period of one hundred eighty (180) days after the Closing, subject to certain exceptions, the holders party to the Registration Rights and Lock-Up Agreement will not, with respect to the Lock-Up Shares (as defined in the Registration Rights and Lock-Up Agreement), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidation with respect to or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, and the rules and regulations promulgated thereunder with respect to, any security, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii).

The foregoing description of the Registration Rights and Lock-Up Agreement is subject to and qualified in its entirety by reference to the full text of the form of Registration Rights and Lock-Up Agreement, a copy of which is attached as Exhibit 10.5 hereto, and the terms of which are incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of Company Common Stock in connection with the transactions contemplated by the PIPE Subscription Agreements is incorporated by reference herein. The Company Common Stock issuable to the PIPE Investors pursuant to the PIPE Subscription Agreements will not be registered under the Securities Act, in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act.

Item 7.01

Regulation FD Disclosure.

On June 29, 2026, JATT and the Company issued a press release announcing the Business Combination and PIPE Financing. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Attached as Exhibit 99.2 and incorporated by reference herein is an investor presentation of the Company, dated June 29, 2026.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of JATT under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.

Additional Information about the Proposed Business Combination and Where to Find It

In connection with the Transactions, the Company and JATT intend to file with the SEC the Registration Statement, which will include a preliminary proxy statement 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. JATT will also file other documents regarding the Transactions with the SEC. This Current Report does not contain all of the information that should be considered concerning the Transactions and is not intended to form the basis of any investment decision or any other decision in respect of the Transactions. 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, 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 TRANSACTIONS. Investors and security holders will also be able to obtain copies of the Registration Statement and the Proxy Statement/Prospectus 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 Current Report and the exhibits attached hereto contain certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the Transactions and the parties thereto. All statements contained in this Current Report other than statements of historical fact, including, without limitation, statements regarding the Transactions between JATT and the Company; the anticipated benefits and timing of the Transactions; 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 Transactions; (2) the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions and any definitive agreements with respect thereto; (3) the inability to complete the Transactions, 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 Transactions 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 Transactions; (6) the risk that the Transactions disrupts the Company’s current plans, business relationships, performance, operations and business generally as a result of the announcement and consummation of the Transactions; (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 Transactions, 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 Transactions; (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 and related documents filed or to be filed in connection with the Transactions.

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 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 Current Report.

In addition, statements that “we believe” and similar statements reflect JATT’s 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 Current Report, and while JATT and the Company believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and JATT’s and the Company’s statements should not be read to indicate that JATT or the Company 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 and 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 Transactions. 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, 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 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 Current Report 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 Current Report 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.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number		Description

2.1†		Business Combination Agreement, dated June 29, 2026, by and among JATT II Acquisition Corp, Talawar Tx Inc., and Talawar Merger Sub.

10.1		Sponsor Support Agreement, dated June 29, 2026, by and between JATT Ventures II L.P. and Talawar Tx Inc.

10.2		Stockholder Support Agreement, dated June 29, 2026, by and among JATT II Acquisition Corp, Talawar Tx Inc., and certain stockholders of Talawar Tx Inc.

10.3		Form of PIPE Subscription Agreement (Institutions).

10.4		Form of PIPE Subscription Agreement (Individual).

10.5		Form of Registration Rights and Lock-up Agreement.

99.1		Press Release, dated June 29, 2026.

99.2		Investor Presentation, dated June 29, 2026.

104		Cover Page Interactive Data File, formatted in Inline XBRL.

†	Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


JATT II ACQUISITION CORP

By:		/s/ Someit Sidhu
Name:		Someit Sidhu
Title:		Chief Executive Officer

Date: June 29, 2026

Exhibit 99.1

Talawar Therapeutics and JATT II Acquisition Corp. Announce Definitive Business

Combination Agreement to Create Publicly Listed Biotechnology Company

Developing Potentially Best-in-Class Bispecifics for I&I Diseases

Oversubscribed $225 million concurrent private investment in public equity (“PIPE”) with available cash to the combined company at closing anticipated to fund TALA-125 through a Phase 2b proof-of-concept study data readout in the second half of 2028

Talawar, the first company formed to develop and commercialize assets discovered by Khanda Therapeutics, L.P. (“Khanda”), is developing TALA-125, a novel anti-IL-13 × anti-IL-18 bispecific antibody for atopic dermatitis, with clinical entry expected in 1Q 2027

Leadership team includes industry veterans, CEO Marc Schegerin, MD, MBA and CMO Fabio Nunes, MD, MMSc, with Praveen Tipirneni, MD, MBA joining the board

New York, NY and Westfield, NJ — June 29, 2026 — Talawar Tx Inc. (“Talawar”or “Talawar Therapeutics”), a biotechnology company developing potentially best-in-class bispecific antibodies that pair independent immunology & inflammatory (I&I) disease drivers in a single therapy, targeting pathways that work together for greater, more durable impact, and JATT II Acquisition Corp (Nasdaq: JATT) (“JATT II”), a special purpose acquisition company focused on building the next wave of life sciences companies, today announced they have entered into a definitive business combination agreement.

The combined company will operate as Talawar Therapeutics and is expected to trade on the Nasdaq Capital Market under the ticker symbol “TLWR”. Available cash to the combined company at closing is anticipated to fund TALA-125 through a Phase 2b proof-of-concept study data readout in the second half of 2028.

The business combination is expected to close in the second half of 2026, subject to customary closing conditions, including approval by JATT II shareholders and regulatory approvals. Upon closing, the combined company expects to receive $285 million (prior to the payment of transaction costs and assuming no redemptions by JATT II’s public shareholders). Proceeds will be funded through a combination of $60 million held in a trust account by JATT II (assuming no redemptions by JATT II’s public shareholders) and a $225 million concurrent PIPE of common stock at $10.00 per share. The PIPE is led by founding investor Access Biotechnology and includes participation from Bain Capital Life Sciences, Deep Track Capital, RA Capital Management, Janus Henderson Investors, Vianti Capital, Farallon Capital Management, and other leading healthcare dedicated investors and mutual funds..

“Atopic dermatitis remains one of the largest therapeutic markets in I&I, yet a persistent efficacy ceiling leaves a majority of patients unable to achieve meaningful clinical responses on current standard-of-care treatments,” said Marc Schegerin, MD, Chief Executive Officer of Talawar. “TALA-125 is purpose-built to shatter the current monotherapy efficacy plateau by combining two clinically validated, complementary mechanisms in a single bispecific molecule. This strategic transaction provides us with the capital to rapidly advance TALA-125 into the clinic as we aim to deliver on our commitment to dramatically broaden and deepen responses for patients living with I&I disorders.”

TALA-125 is expected to enter the clinic in the first quarter of 2027, with interim Phase 1 data anticipated in the fourth quarter of 2027. Talawar is also advancing two discovery-phase programs, TALA-307 and TALA-711, in additional immunology indications.

“We set out to build Talawar as Khanda’s first company because atopic dermatitis represents one of the largest unmet opportunities in I&I, one where the monotherapy paradigm has consistently fallen short for patients,” said Dan Becker, MD, PhD, Board Chair of Talawar and Managing Director of Access Biotechnology. “TALA-125 is the embodiment of the Khanda model: uniting two validated, orthogonal pathways in a single molecule to break through the efficacy ceiling where monotherapies have fallen short. As a founding investor, we are proud to lead this financing and back this exceptional team as they advance a program we believe can redefine what’s possible for patients living with I&I disorders.”

Additional information about the transaction will be provided in a Current Report on Form 8-K to be filed by JATT II with the Securities and Exchange Commission (the “SEC”) and will be available at the SEC’s website at www.sec.gov.

Talawar Leadership

Talawar is led by a team of highly experienced pharmaceutical industry veterans with deep expertise in I&I, including CEO Marc Schegerin, MD, MBA and CMO Fabio Nunes, MD, MMSc. Dr. Schegerin brings extensive operational, financial, and strategic experience in the life sciences industry having previously served as COO and CFO at Morphic Therapeutic, as well as CFO and Head of Strategy at ArQule. Dr. Nunes is an internist and medical geneticist with over a decade of experience leading clinical development in immunology and dermatology. He most recently served as Vice President of Dermatology and Respiratory Clinical Development at Johnson & Johnson, overseeing global Phase 2 and Phase 3 programs.

Praveen Tipirneni, MD, an accomplished biotechnology executive with extensive leadership experience as CEO of Caldera Therapeutics and Morphic Therapeutic, has joined the Talawar Board of Directors. Dr. Tipirneni brings a proven track record in company building and corporate strategy to support Talawar’s next phase of growth.

Advisors

Guggenheim Securities, Cantor, and LifeSci Capital are serving as placement agents for the PIPE. Cooley LLP is serving as legal counsel to Talawar. Greenberg Traurig, LLP is serving as legal counsel to JATT II. Davis Polk & Wardwell LLP is serving as legal counsel to the placement agents.

About Talawar Therapeutics

Talawar Therapeutics is a biotechnology company developing potentially best-in-class bispecific antibodies that pair independent disease drivers in a single therapy, targeting pathways that work together for greater, more durable impact. Our lead program, TALA-125, is a novel anti-IL-13 x anti-IL-18 bispecific that combines two clinically validated, largely orthogonal mechanisms designed to shatter the current limitations of existing treatments – with broad applicability across first-line patients and those who have failed previous therapies.

About Khanda Therapeutics

Khanda Therapeutics is a biotech company builder that translates validated and emerging biological insights into biotech companies — each designed to unite orthogonal pathways with rigor and precision, delivering new standards in therapeutic efficacy. Our agile model lets us pursue potentially best-in-disease combinations, accelerating new treatment options for patients around the world. Our vision is a future where biological insight reliably becomes transformative therapy, changing the course of chronic disease and relieving its burden on patients. For more information, visit www.khandatx.com.

About JATT II Acquisition Corp

JATT II Acquisition Corp is a newly incorporated blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of entering into a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. JATT II Acquisition Corp is sponsored by JATT Ventures II L.P. and is led by Dr. Someit Sidhu, Chief Executive Officer and Chairman of the Board, and Nicholas Fernandez, Chief Financial Officer. JATT II Acquisition Corp’s Board of Directors also includes Verender S. Badial, Arjun Goyal, Jonathon Kluft and Christopher Staral, bringing extensive experience across biotechnology investing, company architecture, and public and private capital markets.

Additional Information About the Proposed Transaction and Where to Find It

In connection with the proposed transaction, Talawar and JATT II intend to file with the SEC a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary and definitive proxy statements of JATT II as well as a preliminary prospectus relating to the offer of securities to be issued to the shareholders of JATT II. After the Registration Statement is declared effective, definitive proxy statement and other relevant documents will be mailed to shareholders of JATT II as of a record date to be established for voting on the proposed business combination and other matters as described in the proxy statement/prospectus/consent solicitation. JATT II will also file other documents regarding the proposed transaction with the SEC. This communication does not contain all the information that should be considered concerning the proposed transaction and is not intended to provide the basis for any investment decision or any other decision in respect of the proposed transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, SHAREHOLDERS OF JATT II 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 II’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 II, TALAWAR AND THE PROPOSED TRANSACTION. Investors and security holders may 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 II or Talawar, 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 contains 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 II and Talawar; the anticipated benefits, size and timing of the proposed transaction; expected trading of the combined company’s securities on the Nasdaq Capital Market; 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 II’s trust account and redemptions by JATT II’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.

These forward-looking statements are based on the current expectations and assumptions of JATT II and Talawar 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 this announcement; (3) the inability to complete the proposed transaction, including due to failure to obtain approval of the shareholders of JATT and the stockholders of Talawar or other conditions to closing; (4) the risk that proposed transaction may not be completed by JATT II’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by JATT II; (5) the inability to maintain the listing of JATT II’s securities or to obtain or maintain the listing of the combined company’s securities on the Nasdaq Capital Market, the New York Stock Exchange, or another national securities exchange following the proposed transaction; (6) the risk that the proposed transaction disrupts Talawar’s current plans, business relationships,

performance, operations and business generally as a result of the announcement and consummation of the Transactions; (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 Talawar’s business, including (i) the early stages of clinical development of Talawar’s product candidates, (ii) Talawar’s reliance on third-party suppliers and manufacturers, (iii) the outcomes of any future collaboration agreements and (iv) Talawar’s ability to adequately maintain intellectual property rights for its product candidates, competition within the industry, compliance with regulatory requirements, including Talawar’s ability to obtain regulatory approval of and successfully commercialize its product candidates, economic and market conditions, and political or geopolitical developments; (12) the ability of the combined company to obtain necessary capital to fund the development of its product candidates; and (13) other risks detailed from time to time in JATT II’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. Any forward-looking statements contained in this press release speak only as of the date hereof, and while Talawar and JATT II may elect to update these forward-looking statements at some point in the future, they expressly disclaim any obligation to update any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as required by law.

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 II’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 Talawar, and other documents filed by JATT II or Talawar 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 II and Talawar’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 II and Talawar’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 II is not an investment in any of JATT II’s founders’ or sponsors’ past investments, companies or affiliated funds. The historical results of those investments are not indicative of future performance of JATT II, which may differ materially from the performance of JATT II’s founders’ or sponsor’s past investments.

Participants in the Solicitation

JATT II, Talawar 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 II’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 II’s shareholders in the proposed transaction and their ownership of JATT II’s securities is, or will be, contained in JATT’s filings with the SEC. You can find more information about JATT II’s directors and executive officers in JATT II’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 II’s shareholders in connection with the proposed transaction, including the names and direct or indirect interests of Talawar’s directors and executive officers, will be set forth in the proxy statement/prospectus/consent solicitation, which is expected to be filed by JATT II and Talawar 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 II or Talawar, 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.

Contacts

Talawar Tx

Media: Tyler Hubin

tyler.hubin@deerfieldgroup.com

JATT II Acquisition Corp

Investors: Nicholas Fernandez

Chief Financial Officer

153 Central Avenue

C/O 56

Westfield, NJ 07091

201-688-0364

Exhibit 99.2 Corporate Presentation June 2026

Disclaimer and forward-looking statements This confidential presentation has been made available to you for informal purposes only with the consent of Talawar Tx Inc. (the “Company” or Talawar ) and JATT II Acquisition Corp (“JATT”) and has been prepared to assist interested parties in making their own evaluation wi th respect to a business combination between the Company and JATT and related transactions, including a potential private placement of public equity in the post-closing combined company (the “proposed transaction”) and for no other purpose. This presentation is stric tly confidential and may not be reproduced or redistributed in whole or in part, nor may its contents be disclosed to any other person or entity. You agree to keep any information the Company provides at or inc connection with this meeting (including, without limitation, in this presentation deck) confidential and to not disclose any of the information to any other parties without the Company’s prior express written permission. Nothing contained in this presentation is, or should be construed as, a recommendation, promise or representation by the presenter or the Company or any officer, director, employee, agent or advisor of the Company. The Company makes no representation or warranty, expressed or implied, as to the accuracy or completeness of the information contained in this presentation or any other information (whether communicated in written or oral form) regarding the Company transmitted or made available to you. The Company expressly disclaims any and all liability relating to, or resulting from, the u se of this presentation or such other information which may be provided to you. Information provided in this presentation and the accompanying oral presentation speak only as of the date hereof. The information in this presentation is intended to facilitate discussion and is not meaningful or complete without such supplemental discussion. Nothing herein should be construed as legal, financial tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein. The general explanations included in this Presentation cannot address, and are not intended to address, your specific investment objectives, financial situations or financial needs. Nothing contained herein shall be deemed advice or a recommendation to any party to enter into any transaction or take any course of action. This presentation and the accompanying oral presentation and supplemental discussion contain statements that constitute forwa rd looking statements under the U.S. federal securities laws, including statements related to the Company's product candidates a nd pipeline, the anticipated therapeutic benefits and clinical potential of the Company’s product candidates, the Company's preclinical and clinical development plans and timelines, the design and anticipated results of planned clinical trials, the Company’s expectations regarding the pharmacokinetic properties and dosing regimen of its product candidates, the Company's competitive position and the potential advantages of its product candidates relative to existing therapies and competing approaches, projections of market opportuni ty and commercial potential, the Company's ability to obtain regulatory approvals, the Company's intellectual property position,and the Company’s future financial or business performance. Any such forward-looking statements are based upon current assumptions, may be simplified and may depend upon events outside the Company’s control. Ot her events, which were not taken into account, may occur and may significantly affect the analysis in this presentation. Actual r esults may therefore be materially different from such forward-looking statements, and such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on such forward-looking statements. You should not rely on forward-looking statements as predictions of future events. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this presentation. While we believe such information provides a reasonable basis for these statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into , or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements. Except as may be required under law, the Company undertakes no obligation to revise or update these forward-looking statements to reflect future events or circumstances. The proposed transaction will be submitted to shareholders of JATT for their consideration. JAAT intends to file a registration statement on Form S-4 (the “Registration Statement”) with the U.S. Securities and Exchange Commission (“SEC”), which will includ e a proxy statement/prospectus to be distributed to JATT’ s shareholders in connection with JATT’s solicitation for proxies for the vote by JATT’s shareholders in connection with the proposed transaction and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer of the securities to be issu ed to JATT’s shareholders in connection with the completion of the proposed transaction. After the Registration Statement has been filed and declared effective, a definitive proxy statement/prospectus and other relevant documents will be mailed to JATT shareholders and Company stockholders as of the record date established for voting on the proposed transaction. Before making any voting or investment decision, JATT shareholders and Company stockholders and other interested persons are advised to read, once available, the definitive proxy statement/prospectus, as well as other documents filed with the SEC, as they will contain important information. Security holders will also be able to obtain free c opies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once available, without charge, at the SEC’s website located at www.sec.gov, or by directing a request to JATT II Acquisition Corp., 153 Central Avenue C/O 56 Westfield, NJ 07091. JATT, the Company and certain of their respective directors, executive officers and other members of management may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding such partic ipants and their interests will be included in the proxy statement/prospectus when available and may be obtained free of charge at the SEC’ s website located at www.sec.gov, or by directing a request to JATT II Acquisition Corp., 153 Central Avenue C/O 56 Westfield, NJ 07091. Additional information regarding the interests of such participants in the proxy solicitation and a description of their direct and indirect interests, will be contained in the proxy statement/prospectus relating to the Proposed Business Combination when it becomes available. This presentation is not a substitute for the registration statement or for any other document that JATT and the Company may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of ot her documents filed with the SEC by JATT, without charge, at the SEC’s website located at www.sec.gov. This presentation is not intended to form the basis of any investment decision and may not be used for, and does not constitute, an offer to sell, or a solicitation of any offer, or an invitation, or a solicitation to subscribe for or purchase, or to make any commitments for or in respect of any securities or other interests or to engage in any other transaction (whether directly or indirectly) and may not be used or relied upon in connection with any offer or solicitation. Any offer to sell securities will only be made pursuant to a definitive subscription agreement, and the Company reserves the ri ght to withdraw or amend for any reason any offering and to reject any subscription agreement in whole or in part for any reason. Nothing contained in this presentation shall be deemed to be binding against, or to create any obligations or commitment on t he part of, the Company. In addition, no responsibility or liability or duty of care is or will be accepted by the Company for updating any information (or any additional information) contained in this presentation, correcting any inaccuracies in it or providing any additional information to the recipient. Accordingly, to the maximum extent permitted by law, the Company shall not be liable (including in negligence) for any direct, indirect or consequential losses, damages, costs, expenses or liabilities suffered, incurred, or otherwise arising out of or in connection with the use or reliance on this presentation. This presentation contains estimates, projections and other forward-looking information with respect to the anticipated future performance of the Company and its product candidates, as well as estimates, projections and other data relating to third part ies and their respective products, pipelines and commercial performance, including peak sales estimates, market size projections and clinical trial data, which have been derived from or based upon information prepared by, or sourced from, third-party industry publications, research reports, analyst estimates and other publicly available sources (collectively, Third-Party Data ). While the Company believes such Third-Party Data to be reasonable, neither the Company nor any of its affiliates, officers, directors, employees, agents or advisors has independently verified the accuracy or completeness of any such Third-Party Data, and no representation or warranty, express or implied, is made with respect thereto. Third-Party Data is subject to significant uncertainty and is based on assumptions and estimates that may prove to be inaccurate. Projections relating to the Company's product candidates, pipeline, clinical development timelines, market opportunity and commercial potential are based on the Company's internal estimates and assumptions, which are inherently uncertain and subject to significant business, economic, competitive, regulatory and other risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such projections. The inclusion of any projection or estimate in this presentation should not be regarded as a representation by the Company or any other person that such projection or estimate will be achieved, and you are cautioned not to place undue reliance on any such information. Neither the Company nor any other person assumes any obligation to update any projections or Third-Party Data for any reason after the date of this presentation. All trademarks or trade names of third parties referred to in this presentation are the property of their respective owners. . The use or display of third parties’ trademarks, service marks, trade name or products in this presentation is not intended to , and does not imply, a relationship with the Company or JATT, an endorsement or sponsorship by or of the Company or JATT or a guarantee that the Company or JATT will work or will continue to work with such third parties. Solely for convenience, the trademarks and trade names in this prospectus supplement are referred to without the ® and symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. 2

Risk factors (1/2) The below list of risk factors has been prepared solely for purposes of the proposed private placement transaction (the “Private Placement”) as part of the proposed business combination of JATT and Talawar (the “Business Combination”), and solely for potential investors in the Private Placement, and not for any other purpose. All references to “Talawar,” the “Company,” “we,” “us” or “our” refer to the business of Talawar Tx Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business o f the Company, the Private Placement and the Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by the Company and JATT, with the U.S. Securities and Exchange Commission (“SEC”), including the documents filed or furnished in connection with the proposed transactions between the Company a nd JATT. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of the Company and JATT and the proposed transactions between the Company and JATT, and may differ significantly from and be more extensive than those presented below. Investing in securities (the “Securities”) to be issued in connection with the Business Combination involves a high degree of risk. You should carefully consider these risks and uncertainties, together with the information in the JATT’s consolidated financial statements and related notes, and should carry out your own due diligence and consult with your own financial and legal advisors concerning the risks and suitability of an investment in the Private Placement, before making an investment decision. There are many risks that could affect the business and results of operations of the Company, man y of which are beyond its control. If any of these risks or uncertainties oc curs, the Company’s business, financial condition and/or operating results could be materially and adversely harmed. Additional risks and uncertainties not currently known or those currently viewed to be immaterial may also materially and adversely affect the Company’s business, financial condition and/or operating results. If any of these risks or uncertainties actually occurs, the value of the Company’s equity securities may decline, and any investor in the Private Placement may lose all or part of its investment. Risks Related to Our Bus iness Lim ited Operating His tory; Net Losses. We are a preclinical-stage biopharmaceutical company with a limited operating history and no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability. We have incurred net losses in every year since our inception. We expect to continue to incur net losses in the future. To date, we have not yet initiated any clinical trials for any of our product candidates, and we have not demonstrated our ability to conduct or complete any clinical trials, obtain regulatory approv als, manufacture a product on a commercial scale (or arrange for a third party to do so on our behalf), or conduct sales and marketing activities necessary for successful commercialization. Consequently, any predictions you make about our future success or viability may not be asaccurate as they could be if we had a longer operating history or a track record of developing and commercializing pharmaceutical products. Capital Requirements. We will need substantial additional funding in order to maintain our operations and advance the development and commercialization of our product candidates, through public or private equity or debt financings or other sources, such as strategic collab orations. Failure to obtain this necessary capital when needed, or on acceptable terms, may force us to delay, reduce or eliminate certain of our product development or research operations. Lim ited Resources. Due to our limited resources and access to capital, we must prioritize development of certain product candidates; these decisions may prove to have been wrong and may adversely affect our business. Dilution. Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. We do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Developm ent. Preclinical and clinical drug development is a lengthy and expensive process, with uncertain timelines and outcomes. If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regul atory approvals, and therefore be unable to commercialize our product candidates or any of our future product candidates on a timely basis or at all. If we cannot successfully overcome those barriers, our business will be negatively impacted. Precli nical-Stage of Developm ent. We have never completed any preclinical studies or clinical trials for any product candidate, and we cannot be certain that any of our product candidates will ever receive regulatory approval. Before we can commence a clinical trial for any product candidate, we must complete IND-enabling preclinical studies, including toxicology studies, and submit an IND application to the FDA or equivalent filing to comparable foreign regulatory authorities. Regulatory Approval. Our product candidates are at an early and uncertain stage of development. We may not succeed in developing, obtaining regu latory approval for and commercializing any of our product candidates. All of our product candidates, including TALA-125, are in preclinical development and have not been tested in humans. We have generated preclinical data for our TALA-125, including non-human primate pharmacokinetic and in vitro potency data. However, results from non-human primate studies and in vitro studies may not accurately predict human clinical trial results. Continued Development of Product Candidates. We may not continue to progress the development of TALA-125 or any other of our current product candidates. Clinical testing can take many years to complete and its outcome is inherently uncertain. Failure can occur at any time during the clinical development process. If we continue to progress the development of our product candidates, the results of our preclinical studies and any clinical trials may not support the further development or commercialization of our product candidates. Safety & Efficacy. If we continue to progress the development of our product candidates, our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our product candidates or any future product candidates, which would prevent or delay or limit the scope of regulatory approval and commercialization. Side Effects. If we continue to progress the development of our product candidates, our product candidates may be associated with serious adverse, undesirable or unacceptable side effects, which may delay or halt their clinical development, prevent their marketing a pproval or lead to limited market demand, if approved. Interi m, Top-Line and Preliminary Data. Interim, top-line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. Com mercialization. We currently have no marketing, sales or distribution capabilities, and if any of our product candidates are approved, we will need to invest significant resources to develop these capabilities or enter into agreements with third parties to perform the se functions. W e c annot be certain that we will be able to develop these capabilities or enter into such agreements on favorable terms. Either approach could involve significant expenses and would require significant management time. Market Size. If the market opportunities for any of our product candidates, if approved, are smaller than we estimate, or if any approval that we obtain is based on a narrower definition of the patient population, our revenues may be adversely affected and our busin ess may suffer. Our projections of both the number of people who have the diseases we are targeting, as well as the subset of people with these diseases who have the potential to benefit from treatment with our product candidates, are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature and surveys of clinics and patient foundations, and may prove to be incorrect. Com petition. We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively. Market Acceptance. As a company, we have never commercialized a product. Even if our product candidates are approved by the appropriate regulatory authorities for marketing and sale, they may not gain acceptance among physicians, patients, third-party payors and others in the medical community. Dependence on Senior Management. We are highly dependent on the services of our senior management team and if we are not able to retain members of our management team or recruit and retain additional management, clinical and scientific personnel, our business will be harmed. Organizati onal Growth. We expect to grow our organization, and we may encounter difficulties in managing this growth, which could disrupt our operations. Inform ation Technology Systems. If the information technology systems on which we rely or our data, are or were compromised, we could experience adverse consequences, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of ou r business operations, reputational harm, loss of revenue or profits and other adverse consequences. Federal and State Healthcare Laws and Regulati ons. Our relationships with customers, physicians and third-party payors may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws, other healthcare laws and regulations and health data privacy and security laws and regulations, contractual obligations and self-regulatory schemes. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties. License Ag reement. We currently rely on licensing arrangements with Khanda Therapeutics LP through the Antibody Discovery and Option Agreement and the IL-13/IL-18 License Agreement. If we breach our license agreements with Khanda Therapeutics (“Khanda”) or otherwise fail to maintain our licenses in good standing, we could lose the ability to develop and commercialize any or all of our product candidates. License Ag reement Exclusive Covenants. Khanda’ s exclusivity covenants in our license agreements are limited in duration and scope. Following the expiration of those covenants, Khanda may develop or license competing product candidates to third parties.Under each of our License Agreements with Khanda, Khanda has agreed to a 5-year exclusivity covenant that prevents Khanda from clinically developing, commercializing or licensing to any third party any bispecific antibody product directed solely to the same combination of targets as the licensed product candidate. Third Party Suppli ers, Developers and Testers. We rely on third-party manufacturers, CROs, CDMOs and suppliers to supply, develop and test components of our product candidat es. The loss of our third-party manufacturers, CROs, CDMOs or suppliers, their failure to comply with applicable regulatory requirements or to supply sufficient quantities at acceptable quality levels or prices, or at all, or changes in methods of product candidate manufacturing, devel opment or formulation would materially and adversely affect our business. Third Party Preclini cal Study and Clinical Trial Activities. We rely, and expect to continue to rely, on third parties, including independent clinical investigators, contracted laboratories and CROs, to conduct our preclinical studies and clinic al trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed. Khanda Intellectual Property. We have licensed intellectual property rights from Khanda and may do so in the future. Such licenses may be subject to early termination if we fail to comply with our obligations in our licenses with Khanda, which could result in the loss of rights or technology that are material to our business. If we fail to comply with our contractual obligations and fail to cure our breach within a specifiedperiod of time, the licensor may have the right to terminate the applicable license, harming our ability to develop, manufacture and commercialize our product candidates. Intellectual Property Protection. Our success depends in part on our ability to protect our intellectual property. It is difficult and costly to protect our pr oprietary rights and technology, and we may not be able to ensure their protection. Potential Conflicts of Interes t with Khanda and/or Access Industries, Inc. and its affiliates. Our relationship with Khanda and Access Industries, Inc. and its affiliates (“Access”) may create conflicts of interest, or t he appearance of conflicts of interest, when we are faced with decisions that could have different implications for Access or Khanda than the decisions have for us. We have non-employee directors who are affiliated with Khanda and Access, Khanda is a princ ipal securityholder in Talawar, and Access is a principal securityholder in both Talawar and Khanda. 3

Risk factors (2/2) Risks Related to the Private Placement Capital Raise. There can be no assurance that the amount of funds raised in the Private Placement will be sufficient for use by the combinedc ompany following the Business Combination (the “Combined Company”). Voting Power. The issuance of shares of the Combined Company’s securities in connection with the Private Placement will dilute the voting power of the Combined Company’s shareholders. Risks Related to JATT and the Busines s Combination Conflicts of Interest. Some of JATT’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whetherwe are an appropriate target for JATT’s initial business combination. Public Float. JATT's founders, directors, officers, advisors and their affiliates may elect to purchase JATT's ordinary shares from public shareholders, which may influence the vote on the Business Combination and reduce the public float of JATT's ordinary shares. Shareholder Vote. JATT's sponsor, officers and directors have agreed to vote in favor of the business combination, regardless of how JATT's public shareholders vote. Transaction Costs. Both JATT and we will incur significant transaction costs in connection with the Business Combination. Contingencies of Business Combi nation. The consummation of the Business Combination is subject toa number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. Redempti on. The ability of JATT's shareholders to exercise redemption rights with respect to a larger number of outstanding JATT shares could increase the probability that the business combination will not occur. Value of Securities. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of JATT’ s ordinary shares or, following the consummation of the Business Combination, the value of the Combined Company’s common stock, may decline. Stock Exchange Approval. There can be no assurance that the Combined Company’s securities will be approved for listing on the chosen stock exchange or that the Combined Company will be able to comply with the continued listing standards of such stock exchange. Legal Proceedings. Any legal proceedings in connection with the Business Combination, the outcome of which would be inherently uncertain, could delay or prevent the completion of the Business Combination. Com pliance with Laws. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect us and the Combined Company’s business, including JATT, and our ability to consummate the Business Combination, and results of operations. Projecti ons. The Company's operating and financial forecasts, which were presented to the JATT board, may not prove accurate. Fairness Opini on. JATT is not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, JATT's shareholders may have no assurance from an independent source that the price JATT is paying for the business is fair to JATT's shareholders from a financial point of view. As of the date of this presentation, the JATT board has not yet obtained a third-party valuation or financial opinion, but currently intends to obtain one prior to proceeding with the Business Combination. 4

Our steadfast commitment to those suffering from I&I disorders: We are developing meaningful therapies purpose-built to To improve lives by smash through the current dramatically monotherapy efficacy plateau broadening and deepening responses by leveraging the power and for patients precision of bispecific antibodies. I&I: immunology an d inflammatio n 5

Talawar is led by a team of highly experienced drug developers with deep expertise in I&I Management Team Board of Directors Dan Becker, MD, PhD Christine Borowski, PhD Someit Sidhu, MD Evan Taddeo Marc Schegerin Fabio Nunes Kristine Callahan MD, MBA MD, MMSc PhD CPA Chief Medical Officer VP, Corporate Development VP, Controller Chief Executive Officer Praveen Tipirneni, MD, MBA Marc Schegerin, MD, MBA 6

Talawar aims to develop best-in-class bispecifics for I&I diseases Combinations in I&I diseases can TALA-125 combines IL-13 and IL-18 break the monotherapy efficacy inhibition: two orthogonal, 1 ceiling; doing this in AD may expand validated mechanisms of action the largest future I&I market TALA-125 is designed as a 1+1, IgG- Rapid path to value inflection, with like bispecific, with excellent CTA expected YE 2026 and Ph2b PoC 1 developability and a potentially data expected in 2H28 best-in-indication product profile 1 Talawar internal data; CTA: clinical tr ial application 7

Talawar's pipeline is powered by thoughtful design for transformative impact, beginning in Atopic Dermatitis 1 Novel IP composition of matter beyond 2045 Program Discovery IND-enabling Clinical Ph1 start 1Q27 Anti-IL-13 x IL-18 bispecific Ph1 readout 4Q27 TALA-125 Atopic Dermatitis, Ph2b start 1Q28 Other Derm, Resp Ph2b readout 2H28 Anti-IL-13 x undisclosed Candidate selection bispecific TALA-307 expected 1H27 Immunologic Diseases Anti-IL-13 x undisclosed bispecific TALA-711 Immunologic Diseases 1 Talawar has exclusive righ ts to TALA-125 and TALA-307 pursuant to license agreements with Kh anda Ther apeutics with customary terms, including expense reimbursement, milestones an d royalties. Talawar has an option to ob tain exclusive rights to TALA-711 pursuant to an Antibody Discov ery and Option Agreemen t with Khanda 8

Combination approaches can break through the monotherapy efficacy ceiling in I&I disorders Ulcerative Colitis Crohn’s Disease Psoriatic Arthritis Atopic Dermatitis 100% 100% 100% 100% ? 47% 50% 50% 50% Aletekitug 50% 44% 42% 39% 33% - 42% 29% 25% 24% 22% 21% 21% 0% 0% 0% 0% Anti-TNFα Anti-IL-23 Anti-TNFα Anti-TNFα Anti-IL-23 Anti-TNFα Anti-TNFα Anti-IL-23 Anti-TNFα Anti-IL-13 Anti-IL-18 Anti-IL-13 + + Anti-IL23 + Anti-IL23 + Anti-IL23 Anti-IL-18 1 2 Clinical remission at 12 weeks fr om VEGA study, Feagan et al. 2023 Lan cet Gastr oenterol Hepato l Vo lume 8, Issue 4p307-320; End oscopic remission at 24 weeks from TARGE T-CD platfor m study; (NCT06548542), as 3 4 disclosed on ABBV's 1Q26 ear nings call, per Guggenh eim and LifeSci Capital research repor ts; ACR50 at 24 weeks from AFFINITY stu dy, Guggenh eim research, Eudr aCT 2021 -002012-31; Data abo ve are not from head-to-head studies. Cross-trial data interpr etation sh ould b e con sider ed with caution as it is limited b y differences in study design , phase, p opulation, sample size, inclusio n and exclusion criter ia and many other factors; Ebgly ss data (without TCS) from FDA labels; Aletekitug data from NIH Publication (December 18, 2025) ; no clinical trial con ducted for Anti-IL-13 + Anti-IL-18 in AD and illustration rep resents our belief that this 9 combin ation will lead to significan t clinical b enefits to patien ts with AD 1 Clinical Remission (%) 2 Endoscopic Remission (%) 3 ACR50 (%) 4 EASI75 (%)

We believe combining IL-13 and IL-18 inhibition will lead to significant clinical benefits in Atopic Dermatitis IL-13 mAbs are IL-18 IL-18 current standard inhibition inhibition of care, and IL-18 has potential to may improve itch mAbs are expand the independently recently de- addressable from Th2 risked in clinical patient pathway 1 trials population 1 DeBusk et al. 2025 Dermato l Online J. 31(4):Article 2, 1-14; Ellis et al. 2026 Allergy 81:539–551; clinicaltrials.org; EVMN co rporate presentation Ph ase 2a topline data (2/ 10/2026) 10

1 IL-13 and IL-18 are well-validated targets in atopic dermatitis 2 3 IL-13 Programs IL-18 Programs 35% 30% 28% 23% 27% 22% 16% vIGA-AD 0/1 15% 12% (Pbo-Adjusted) 12% 9% Company Eli Lilly Regeneron / Sanofi Leo Pharma Apogee GSK Novartis Evommune Program Ebglyss Dupixent Adbry Zumilokibart Aletekitug CMK389 EVO301 Current Phase Approved Approved Approved Phase 2 Phase 2 Phase 2 Phase 2 4 $2.8 $18.3 $0.7 $5.8 -- -- $1.5 Est. Peak AD Sales ($B) 1 Data abo ve are not from head-to-head studies. Cross-trial data interpr etation sh ould b e con sider ed with caution as it is limited by differen ces in stu dy design, phase, pop ulatio n, sample size, inclusion and ex clusion 2 criteria an d many other factors; different color sh aded bars r epresen t r ange of efficacy r eported in respective clinical tria ls; Du pixent, Ebgly ss and Adbry Ph ase 3 monother apy data from FDA labels (ap proved in US, EU, 3 Japan ; zumilokibart data from APGE APEX Ph ase 2 Part A r eadout corpor ate d eck (7/ 7/2025); Data for aletekitug from Ellis et al. 2026 Allergy 81:539–551, data fr om CMK389 fr om clinicaltrials.org an d EVO301 data from 4 11 EVMN co rporate presentation Ph ase 2a topline data (2/ 10/2026). Peak estimated sales in AD in billion s of dollars, per EvaluatePh arma and W all Street Research.

TALA-125 is a potentially best-in- class IL-13 x IL-18 bispecific TALA-125 leverages the validated lebrikizumab epitope TALA-125’s IL-18 binding arm binds the same epitope as aletekitug, which spares IL-37-mediated anti- 1 inflammatory activity TALA-125 demonstrates affinity and potency in-line with respective best-in-class monotherapies, with an 1 excellent developability profile TALA-125 TALA-125 utilizes validated half-life extension mutations, with a projected ~60-90 day human half-life 1 1 Talawar internal data 12

IL-18 inhibition could potentially drive clinical efficacy in dupilumab-refractory patients Aletekitug shows meaningful Higher baseline IL-18 levels IL-18 remains elevated in AD skin 1 clinical response in Dupi-IR correlate to poor dupilumab post-dupilumab and increases in 2 patients at 12 weeks response 3 flare Aletekitug Placebo 0 N = 1 N = 3 39% -50 +++ Early ++ Intermediate + Poor Responder group 94% Index (Flare) patient Other patients Median of other patients -100 1 Du pilu mab-inad equate resp onders (Du pi-IR) defined as p atients whose disease was not adequately controlled follo win g at least 16 weeks of dupilumab treatment, or who could not tolerate dupilumab, per GSK clinical pro tocol amendmen t 6/ 6/2022 (NCT04975438) Clinicaltrials.go v (NCT04975438), Guttman-Yassky et al. E ADV 2024 poster P0550 2 Fukushima-Nomura et al. 2025 Natu re Commun ications 16:4981 13 3 Van der Risjt et al. 2025 Clin Exp Allergy 55:552–563 % CFB EASI Pretreatment plasma/serum levels pg/mL (Log (+0.1)) 10

Targeting IL-13 and IL-18 mitigates itch via two independent 1 pathways (Th2 and non-Th2) Anti-IL-18 shows similar IL-18 KO addresses Th2- IL-13 x IL-18 could deliver effect on itch to Nemluvio independent itch synergistic effects on itch 0 600 - 0.5 Th2-dependent 500 pathway 400 IL-13 -1.5 300 200 ITCH -3 100 0 - 4.6 - 4.6 IL18-/- Stat6 -/- WT IL-18 OE CASP1 OE CASP1 OE CASP1 OE IL-18 Th2-independent (STAT6-KO) pathway IL-18 deletion alleviates scratching in the caspase 4 1 non-Th2-based mouse model -6 1 Data abo ve are not from head-to-head studies. Cross-trial data interpr etation sh ould b e con sider ed with caution as it is limited by differen ces in stu dy design, phase, pop ulatio n, sample size, inclusion and 2 exclusio n cr iteria and many oth er factor s; Silverb erg et al. 2021 JEADV Volu me 35, Issu e 7: 1562-1568; nemolizumab itch data at 4 weeks der ived from su bpopulation analysis from Ph ase 2b atopic dermatitis 3 4 study in patien ts with EASI ≥16; Kelly et al. 2023 EADV ab stract 4304, itch en dpoint measured at 12 weeks; Ko nish i et al 2002 PNAS 99 (17) 11340-11345 14 1 Silverberg et al. 2021 JEADV Volume 3, Issue 7: 1562-1568; nemolizumab itch data at 4 weeks derived from subpopulation analysis from Phase 2b atopic dermatitis study in patients with EASI ≥16 Ständer et al. 2020 N Engl J Med 382:706-716; Kelly et al. 2023 EADV abstract 4304 ; Konishi et al 2002 PNAS 99 (17) 11340-11345 CFB in mean absolute PP-NRS 2 Nemolizumab N = 50 Placebo N = 44 3 Aletekitug N = 12 Placebo N = 7 Scratches per 10minutes Scratches per 10 minutes

TALA-125 utilizes the well-validated lebrikizumab epitope, preserving natural IL-13 regulation 1 TALA-125 & Lebrikizumab Target Same Epitope Key Advantages of TALA-125 Lebrikizumab & TALA-125 Tralokinumab Like lebrikizumab, TALA-125 prevents IL-13 signaling via IL-4R but maintains binding to IL-13Rα2 (decoy IL-13 IL-13 receptor) for cytokine clearance, naturally regulating IL-13 signaling IL-13RA2 IL-13RA2 IL4R IL-13RA1 IL4R IL-13RA1 Lebrikizumab has demonstrated superior efficacy (Decoy) (Decoy) cross-trial, with higher placebo-adjusted EASI75 Clearance No No No 2,3 (33-42% vs. 12-23% for tralokinumab) Signaling Signaling Clearance IL-13 IL-13 Regulatory Regulatory Intracellular MOA MOA Degradation 1 2 Figure created with Biorend er and adap ted fr om Zh u et al. 2025 J Allergy Clin Immu Glob VOLUM E 4, NUM BER 4: 1-8; Data abo ve are not from head-to-head studies. Cross-trial data interpr etation sh ould b e 3 considered with caution as it is limited by differen ces in stu dy design, phase, pop ulatio n, sample size, inclusion and ex clus ion criteria an d many other factors; ECZTRA 1 & 2 and Ebgly ss FDA label 15

TALA-125 neutralizes IL-18 without interfering with IL-37- 1 mediated anti-inflammatory activity CMK389 (Novartis) & Aletekitug (GSK) & Camoteskimab (Apollo) Key Advantages of TALA-125 TALA-125 IL-37 IL-18 IL-18BP Regulatory MOA Avoids displacing the natural IL-18 inhibitor IL-18BP, IL-18 IL-18BP 2 unlike CMK389 or camoteskimab IL-18 Regulatory IL-18 MOA IL-37 Designed to preserve anti-inflammatory IL-37 Both IL-37 signaling TALA-125 forms a complex with IL-18, which is IL-18Rα IL-1R8 IL-18Rα IL-18Rβ IL-18Rα IL-1R8 designed to enhance neutralization IL-18 Signaling pathway Potential interference IL-37 Anti-Inflammatory blocked with other pathways pathway: Unaffected 1 Figure created with Biorend er; Landy et al. 2025. Nat Rev Rheu m Vol 20, 33-47 2 TALA -125 mediates IL-18 signallin g without inter fer ing with IL-18bp binding, allowing for IL-37 anti-inflammatory role, d ata o n file an d J Allergy Clin 16 Immunol. 2025 Nov;156(5):1160-1172.

TALA-125 has comparable affinity and potency to anti-IL-13 and anti-IL-18, with a promising developability profile Comparable Affinity and Potency to 1 2 Best-in-Class Reference Binders Promising Developability Profile Method Antibody IL-13 (pM) IL-18 (pM) High expression titer (currently at 10g/L) with concentrations of 150mg/mL Reference <5.5 <6.4 SPR (Affinity) TALA-125 <7.2 <6.8 High bispecific assembly purity, with well- IL-13 IL-18 balanced potency between IL-13 and IL-18 RGA HEK assay RGA HEK assay 100 100 Ref = 39pM TALA = 490pM Commercial formulation expected prior to 50 50 Ph2 start TALA = 66pM Ref = 450pM 0 0 -2 0 2 -2 0 2 10 10 10 10 10 10 Concentration Concentration 1 2 Talawar internal data, u sing in-hou se gen erated binder s of IL-13 (lebrikizu mab sequen ce) and IL-18 (aletekitug sequence) fo rmatted into bispecifics; Talawar internal data 17 Inhibition (%)

TALA-125 utilizes well-validated half-life extension, with an expected human half-life of ~60 to 90 days TALA-125 has a ~1.55x fold increase in … which is expected to support extended 1 3 NHP half-life vs. lebrikizumab … dosing intervals in humans Human: Implied '125 NHP ratio human half-life 3.5x ~90 days 3.0x ~75 days 2.5x ~60 days 100 TALA-125 Lebrikizumab Half-life extended mAbs Non-half-life extended mAbs IV administration 10 1.55x increase is equivalent to fold-increase observed 0 10 20 30 40 50 2 NHP half-life (days) with IV zumilokibart over lebrikizumab in NHPs 1 Talawar internal data. No significan t safety findings id entified in any of the animals in a single 3mg/ kg IV TALA -125 tox study. In a 5-week Do se-Range Find ing Toxicity Study in Cynomolgus Monkeys, 150 mg/ kg TALA- 125 was dosed IV and SQ on Days 1, 15, and 29. The study has been completed an d final histopatho logy report is pendin g. There we re no clinical sign s identified during dosing, with the exception of rever sible, Grade 1 (dermal Draize scale) injection site reactio ns. Lo cal toler ance in NHP is rarely p redictive for human s since th e SC dose volume in NHP is 5 mL/kg and the formulation used is no t th e fin al formulation. No significant treatment-ind uced ch anges were rep orted for body weight or lab p arameters available. In-vitr o ADA profiling (human DC:CD4 co-culture assay) acro ss 30 do nors d id not raise any concerns. So me p robable ADAs seen in sin gle d ose 3mg/kg IV NHP PK study based on decline in exposure in the lebrikizumab and TALA-125 gr oups in a minority of animals. No ch anges in exposure su ggestive of ADAs wer e o bserved during the 18 2 3 150mg/kg DRF stud y. Zhu et al. J Allergy Clin Immunol Glob. 2025 Jul 30;4(4):100545; Data for half-life ex tended and non-half-life ex tended mAbs from peer-reviewed pu blicatio ns, company presentation s and posters, and regulatory lab el documents; NHP: non-human p rimates; HLE: half-life ex tended 1 2 Talawar internal data; Zhu et al. J Allergy Clin Immunol Glob. 2025 Jul 30;4(4):100545; 3Data fo r HLE mAbs derived from: Orecchia et al. Heliy on 12 (2026) e44247, Singh et al. Br J Clin Phar maco l. 2022;88:702– 712, Zh u et al. Sci Transl Med Vol 9, Issue 388, Griffin et al. Antimicrob Agents Chemother. 2017 Feb 23;61(3):e01714-16, Aweda et al. Eur opean Jour nal of Nuclear Med icine and Molecular Imaging (2023) 50:667– 678, Xevudy EMA label, Ko et al. Nature volume 514, pages642–645 (2014), Gau dinski et al. 2018 PLoS Med 15(1): e1002493, Gau tam et al. Nat Med. 2018 Apr 16;24(5):610–616, Zh ang et al. Open Forum Infect Dis. 2026 Jan 11;13(Suppl 1):ofaf695.1439, Rubio et al. In ternational Journ al of ToxicologyVolume 44, Issue 6, December 2025, Pages 443-450, Lim et al. Clin Transl Sci. 2025 Dec 21;18(12):e70456, Zhu et al. Jou rnal of Crohn's an d Colitis, Volume 18, Issue Supp lement_1, Janu ary 2024, Page i1418, Nguyen et al. sp y001-ph1-data-poster-ddw-2025, Human half-life (days)

TALA-125 is projected to suppress IL-13 in line with monotherapies, with IL-18 inhibition beyond aletekitug IL-13 suppression in induction designed to IL-18 suppression designed to match or 1 2 match lebrikizumab / zumilokibart exceed aletekitug Phase 2a dose Potential TALA-125 Potential TALA-125 Induction Regimen (W0, Induction Regimen (W0, 2, 4, 12) 2, 4, 12) Zumilokibart APEX Aletekitug 2mg/kg IV Regimen (W0, 2, 4, 12) Ph2a Lebrikizumab Approved Regimen Multiple TALA-125 maintenance regimens planned to Sustained IL-18 inhibition with long PD effect could be tested in Ph2b following 16-week induction potentially drive superior efficacy vs. aletekitug 1,2 Talawar internal data 19 Ellis et al. Allergy. 2025 Dec 18;81(2):539–551.

Efficient path to clinical proof-of-concept and potential value inflection for TALA-125 2027 2028 2029 Interim Ph1 Ph2b Ph2b HV data 16wk data 28wk data Key Milestones Safety, PK, half-life Induction-phase Durability of extension efficacy response Ph1 HV SAD n=56 Clinical Development Ph1 HV MAD Ph2b AD (n ~ 180) n=24 Path 20

Transaction Overview Pro forma valuation and ownership Transaction Overview Sources of Funds • JATT II Acquisition Corp. to combine with Talawar Tx at an implied Talawar Rollover Equity $120.0 $120.0M pre-money equity value PIPE 225.0 • $225.0M PIPE Cash in Trust 60.0 1 • $60.0M in trust account Sponsor Equity 16.5 • $16.5M sponsor equity Allocated ESOP 30.4 • $30.4M existing employees allocated ESOP Total $451.9 2 Pro Forma Ownership Uses of Funds Equity to Talawar Shareholders $120.0 4% 7% PIPE Investors Cash to Balance Sheet 269.7 Talawar Equity 13% Sponsor Equity 16.5 50% JATT II Public Investors Allocated ESOP 30.4 Allocated ESOP 27% 3 Estimated Transaction Costs 15.3 JATT II Sponsor Equity Total $451.9 1 $60 million h eld in the Trust Account assumed as o f the closin g. All calculations on this slide assume none of shar es are red eemed in conn ection with the Business Combinatio n. The actual amoun t o f cash in the Tru st Accou nt is subject to change dep ending on actual inter est earned and p otential r edemptions. 2 The Minimu m Cash Condition will be $125 million which is sized to support tran saction exp enses, pu blic company o perating expe nses, and the Company’s anticipated development plan and clinical milestones. Also does not give effect to (i) estimated cash on the balan ce sheet of approximately $20 million p rior to the transaction or (ii) the one -time paymen t in the amoun t o f $18.0 million payable by Talawar Tx to Khanda un der their 21 license agreement, which is expected to be paid using this existing cash on Talawar Tx's balance sheet and (iii) the conversion of an aggregate of $20 million in SAFEs which will co nvert at a 20% discount to t he pur ch ase price in con nection with the financing. 3 Based on 3.00% fee paid fo r successful de-SPAC co mpletio n and 6.00% fee paid for PIPE.

TALA-125 Addresses De-risked Targets • Combines two validated mechanisms in AD, with potential to vastly broaden and deepen clinical responses • Rationally designed for optimal developability, high potency and extended human half-life • Efficient path to value inflection enabled by validated targets and well-trodden development path: Ph1 SAD/MAD directly to Setting a New Ph2b • Novel IP for composition of matter beyond 2045 Standard in I&I Robust Pipeline of Novel Bispecifics for I&I Diseases • TALA-307 & TALA-711: next-generation IL-13-targeting bispecifics for I&I indications with significant unmet medical need Proven Leadership Poised for Execution • Talawar management has significant development and operational expertise in I&I 22

Thank you admin@talawartx.com

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FAQ

What transaction did JATT (JATT) announce with Talawar Therapeutics?

JATT II Acquisition Corp agreed to merge with Talawar Tx Inc. Merger Sub will combine with JATT, leaving JATT as a wholly owned Talawar subsidiary. The combined company will operate as Talawar Therapeutics and aims to list its common stock on the Nasdaq Capital Market.

How large is the PIPE financing in the JATT and Talawar deal?

The PIPE totals 22.5 million shares at $10.00 per share, raising $225 million. This private placement is concurrent with closing and is led by Access Biotechnology, with participation from several prominent healthcare-focused institutional investors and mutual funds.

How much cash is expected at closing for the Talawar–JATT combination?

The combined company expects about $285 million of cash at closing before costs. This assumes no redemptions of JATT’s approximately $60 million trust and full funding of the $225 million PIPE financing described in the transaction announcement.

What is the minimum Available Cash condition in the JATT–Talawar merger?

The Business Combination requires Available Cash of at least $125,000,000. This threshold is tested after specified expenses and must be met, or waived, for Talawar’s closing obligations, alongside other mutual and party-specific closing conditions.

How will the JATT–Talawar deal fund TALA-125 clinical development?

Transaction proceeds are anticipated to fund TALA‑125 through a Phase 2b proof-of-concept readout. Talawar expects clinical entry in the first quarter of 2027 and Phase 2b data in the second half of 2028, using capital from the trust and PIPE.

What equity incentive and lock-up terms are included in the Talawar transaction?

At closing, Talawar will adopt an Equity Incentive Plan reserving 12% of fully diluted shares. The pool includes a 5% annual evergreen increase, and key holders will be subject to a 180‑day lock-up under a Registration Rights and Lock-Up Agreement.

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Talawar, JATT II (Nasdaq: JATT) unveil $225M PIPE-backed biotech merger

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FAQ

What transaction did JATT (JATT) announce with Talawar Therapeutics?

How large is the PIPE financing in the JATT and Talawar deal?

How much cash is expected at closing for the Talawar–JATT combination?

What is the minimum Available Cash condition in the JATT–Talawar merger?

How will the JATT–Talawar deal fund TALA-125 clinical development?

What equity incentive and lock-up terms are included in the Talawar transaction?

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Talawar, JATT II (Nasdaq: JATT) unveil $225M PIPE-backed biotech merger

Rhea-AI Filing Summary

Positive

Negative

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Biotech SPAC and PIPE specialist neutral

8-K Event Classification

Key Figures

Key Terms

FAQ

What transaction did JATT (JATT) announce with Talawar Therapeutics?

How large is the PIPE financing in the JATT and Talawar deal?

How much cash is expected at closing for the Talawar–JATT combination?

What is the minimum Available Cash condition in the JATT–Talawar merger?

How will the JATT–Talawar deal fund TALA-125 clinical development?

What equity incentive and lock-up terms are included in the Talawar transaction?

What happens to JATT’s sponsor shares under the Business Combination Agreement?

Filing Exhibits & Attachments

Press Releases

Agreements & Contracts

Other Documents