What share counts and market value does TDAC disclose in this amended filing?

TDAC discloses aggregate market value of its outstanding Class A ordinary shares of $177,675,000 as of June 30, 2025. It also reports 17,250,000 Class A ordinary shares and 4,657,500 Class B ordinary shares issued and outstanding as of March 30, 2026, providing capital structure context.

TDAC (NASDAQ: TDAC) amends 2025 report on disclosure controls and ICFR

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-K/A

Rhea-AI Filing Summary

Translational Development Acquisition Corp. filed Amendment No. 1 to its 2025 annual report to update its controls and procedures disclosure. The company is responding to an SEC comment letter by replacing Item 9A and providing new officer certifications, while leaving all other 10-K disclosures unchanged.

Management, including the chief financial officer, evaluated disclosure controls and procedures as of December 31, 2025 and concluded they were effective. Using the COSO 2013 framework, management also determined internal control over financial reporting was effective, with no material changes during the most recent fiscal quarter.

The filing notes aggregate market value of Class A ordinary shares of $177,675,000 as of June 30, 2025. As of March 30, 2026, 17,250,000 Class A ordinary shares and 4,657,500 Class B ordinary shares were issued and outstanding.

Key Figures

Aggregate market value of Class A shares: $177,675,000 Class A ordinary shares outstanding: 17,250,000 shares Class B ordinary shares outstanding: 4,657,500 shares

3 metrics

Aggregate market value of Class A shares $177,675,000 Computed using closing price on June 30, 2025

Class A ordinary shares outstanding 17,250,000 shares Issued and outstanding as of March 30, 2026

Class B ordinary shares outstanding 4,657,500 shares Issued and outstanding as of March 30, 2026

Key Terms

disclosure controls and procedures, internal control over financial reporting, emerging growth company, Sarbanes-Oxley Act, +1 more

5 terms

disclosure controls and procedures financial

"Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed"

Policies, routines and internal checks a public company uses to identify, collect and verify information that must appear in its financial reports and public filings, and to make sure that material news is disclosed accurately and on time. Investors care because effective controls increase confidence that the company’s reported numbers and disclosures are reliable and reduce the risk of surprises, much like a building’s inspection and alarm system helps occupants trust the structure’s safety.

internal control over financial reporting financial

"our Management is responsible for establishing and maintaining adequate internal control over financial reporting"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

emerging growth company financial

"due to our status as an emerging growth company under the JOBS Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Sarbanes-Oxley Act financial

"under Section 404 of the Sarbanes-Oxley Act"

A federal law that requires publicly traded companies to follow strict procedures for keeping accurate financial records, performing internal checks, and keeping auditors independent so financial statements can be trusted. It matters to investors because it lowers the chance of fraud or misleading reports—like adding an extra set of locks and routine inspections to a safe—making it easier to judge a company's true financial health and investment risk.

COSO Internal Control - Integrated Framework (2013) financial

"used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013)"

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05/06/2026 - 01:27 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-42451

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)


52 E. 83rd Street,
New York, New York		10028
(Address of principal executive offices)		(Zip Code)

(917) 979-3072

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	TDACU	The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value per share	TDAC	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TDACW	The Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:


Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

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. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes x No ¨

The aggregate market value of the registrant’s outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, as reported on the Global Market tier of The Nasdaq Stock Market LLC, was $177,675,000.

As of March 30, 2026, 17,250,000 Class A ordinary shares and 4,657,500 Class B ordinary shares were issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

Translational Development Acquisition Corp. (the “Company,” “we,” “us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “Original Filing”). Capitalized terms not otherwise defined in this Amendment shall have the same meanings assigned to such terms in the Original Filing.

We are filing this Amendment in response to a comment letter received from the SEC, dated April 30, 2026, in connection with its review of the Original Filing. We are amending and restating in its entirety Part II, Item 9A “Controls and Procedures” in connection with the filing of this Amendment. We have also included in this Amendment, updated certifications by the Company’s principal executive officer and principal financial officer under Sections 302 and 906 of the Sarbanes-Oxley Act.

Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, and accordingly, this Amendment does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.

TABLE OF CONTENTS

PART II
Item 9A.		Controls and Procedures
PART IV
Item 15.		Exhibits and Financial Statement Schedules
SIGNATURES

PART II

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our chief financial officer (our “certifying officer”), the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our certifying officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025. In making these assessments, Management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based on our assessments and those criteria, Management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

This Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a) The following documents are filed as part of this Form 10-K/A:

(1)

Financial Statements:

The consolidated financial statements required to be filed in the Form 10-K/A are listed in Part IV, Item 15 of the Original Filing.

(2)

Financial Statement Schedules:

None.

(3)

Exhibits

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit No.		Description
3.1		Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 26, 2022)
3.2		Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 20, 2024)
4.2		Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 20, 2024)
4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 20, 2024)
4.4		Warrant Agreement, dated December 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
4.5		Description of the Registrant’s Securities, as amended (incorporated by reference to Exhibit 4.5 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)
10.1		Promissory Note, executed on May 25, 2022, issued by the Registrant to Stone Capital Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 26, 2022)
10.2		Amended and Restated Promissory Note, executed on July 10, 2024, issued by the Registrant to Stone Capital Partners LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)
10.3		Second Amended and Restated Promissory Note, executed on August 9, 2024, issued by the Registrant to Stone Capital Partners LLC (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)
10.4		Letter Agreement, dated December 23, 2024, by and among the Company, its officers and directors and the Sponsor (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)

10.5		Investment Management Trust Account Agreement, dated December 23, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
10.6		Registration Rights Agreement, dated December 23, 2024, by and among the Company and certain security holders (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
10.7		Securities Subscription Agreement, dated May 25, 2022, between the Registrant and Stone Capital Partners LLC (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on August 26, 2022)
10.8		Private Placement Warrants Purchase Agreement, dated December 23, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
10.9		Private Placement Warrants Purchase Agreement, dated December 23, 2024, by and between the Company and the Underwriter (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
10.10		Form of Indemnity Agreement (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on November 20, 2024)
10.11		Administrative Services Agreement, dated December 23, 2024, by and between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 27, 2024)
10.12		Amendment No. 1 to Securities Subscription Agreement, dated August 29, 2024, between the Registrant and Stone Capital Partners LLC (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)
10.13		Assignment and Novation Agreement dated October 15, 2024, among the Registrant, Stone Capital Partners LLC and TDAC Partners LLC (incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)
10.14		Novated Securities Subscription Agreement dated October 15, 2024 between the Registrant and TDAC Partners LLC (incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 22, 2024)
10.15		Promissory Note, dated August 8, 2025 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 14, 2025)
14		Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 20, 2024)
19		Insider Trading Compliance Policy and Procedures (incorporated by reference to Exhibit 19 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)
21		Subsidiaries of the Registrant (incorporated by reference to Exhibit 21 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)
24		Power of Attorney (included on the Signatures page of the Original Filing)
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97		Policy For Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 31, 2025)
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*    Filed herewith.

** Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350, and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.
Date: May 6, 2026
	By:	/s/ Michael B. Hoffman
		Michael B. Hoffman
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What is the purpose of Translational Development Acquisition Corp. (TDAC) filing this Form 10-K/A amendment?

TDAC filed this Form 10-K/A Amendment No. 1 to revise only its controls and procedures disclosure. The company is responding to an SEC comment letter by amending and restating Item 9A and providing updated officer certifications, while leaving all other original Form 10-K disclosures unchanged.

What did TDAC conclude about its disclosure controls and procedures as of December 31, 2025?

TDAC’s management, including its chief financial officer, concluded disclosure controls and procedures were effective as of December 31, 2025. They evaluated these controls under Exchange Act Rule 13a-15(b), aiming to ensure required information is recorded, processed, summarized and reported timely for SEC reporting and internal decision-making.

How did TDAC assess its internal control over financial reporting in this 10-K/A?

Management assessed internal control over financial reporting using the COSO Internal Control – Integrated Framework (2013). They determined these controls were effective as of December 31, 2025, providing reasonable assurance about reliable financial reporting and GAAP-compliant financial statements, while acknowledging inherent limitations in any internal control system.

Did TDAC report changes to internal control over financial reporting during the most recent fiscal quarter?

TDAC reported no changes in internal control over financial reporting during the most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, those controls. This statement indicates stability in their control environment over that quarter, consistent with the effectiveness conclusion disclosed for year-end 2025.

Why doesn’t TDAC include an auditor attestation on internal control over financial reporting?

The report explains there is no auditor attestation on internal control over financial reporting because TDAC qualifies as an emerging growth company under the JOBS Act. That status exempts it from the requirement for its independent registered public accounting firm to issue an attestation report on internal control effectiveness.