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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 2)
(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
or
¨ 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. 2
on Form 10-K/A (this “Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended December 31,
2025, originally filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026 (the “Original Filing”),
as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on May 6, 2026 (“Amendment No. 1”). Capitalized
terms not otherwise defined in this Amendment shall have the same meanings assigned to such terms in the Original Filing, as amended by
Amendment No. 1.
We are filing this Amendment
in response to a comment letter from the SEC, dated May 7, 2026, in connection with its review of Amendment No. 1. The sole purpose of
this Amendment is to amend and restate in its entirety Part II, Item 9A, “Controls and Procedures,” to revise the Company’s
conclusion regarding the effectiveness of its disclosure controls and procedures as of December 31, 2025 to state that such disclosure
controls and procedures were not effective. Part IV, Item 15, “Exhibits and Financial Statement Schedules,” is also amended
solely to include new certifications of the Company’s principal executive officer and principal financial officer required by Section
302 of the Sarbanes-Oxley Act of 2002, as amended, filed as Exhibits 31.1 and 31.2, and certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 furnished as Exhibits 32.1 and 32.2.
Except as expressly described
above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Filing, as amended by
Amendment No. 1, and does not reflect or purport to reflect any information or events occurring after the filing date of the Original
Filing. Accordingly, this Amendment should be read in conjunction with the Original Filing, Amendment No. 1 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 not 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.
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 11, 2026 |
|
|
| |
By: |
/s/ Michael B. Hoffman |
| |
|
Michael B. Hoffman |
| |
|
Chief Executive Officer |