TDAC partner ProLogium to get Kyushu Electric stake

Rhea-AI Filing Summary

Translational Development Acquisition Corp. (TDAC) distributed information from ProLogium Holding Inc. describing a strategic investment by Kyushu Electric Power in ProLogium, extending their relationship from industrial collaboration into capital participation. The companies plan to continue joint work on next-generation batteries, including exploring battery module manufacturing in Japan for demanding industrial and construction machinery applications.

The communication also outlines ProLogium’s next-generation lithium ceramic battery business, its Taoyuan GWh-class gigafactory and a second gigafactory in Dunkirk, France, and reminds TDAC shareholders that a registration statement on Form F-4 with a proxy statement/prospectus has been filed for the proposed business combination between ProLogium and TDAC.

Filing Explained

No amount, price, ownership, or dilution is disclosed; the investment and business combination remain proposed steps awaiting definitive materials and approvals.

This Form 425 reports that Kyushu Electric Power is moving forward with a strategic investment in ProLogium, extending an existing industrial relationship into capital participation. The release gives no amount, price, ownership, proceeds, or completion date, so it describes an announced step toward investment rather than a sized or completed financing.

For TDAC holders, the communication does not establish a current share issuance, dilution, or cash receipt. Separately, the proposed business combination remains in process: ProLogium says it has filed a registration statement on Form F-4 covering securities to be issued in the transaction and a proxy statement for TDAC's shareholder vote.

The communication is not itself a proxy statement, proxy solicitation, offer to sell, or solicitation to buy securities. The stated resolution points are effectiveness of the registration statement, delivery of definitive voting materials after a record date, shareholder approvals, and satisfaction of other closing conditions.

Key Figures

Global patents (granted and pending): Over 1,100 Battery products delivered: More than 2,400,000 units Automotive application samples: Approximately 10,000 samples +5 more

8 metrics

Global patents (granted and pending) Over 1,100 ProLogium’s portfolio of next-generation lithium ceramic battery intellectual property

Battery products delivered More than 2,400,000 units Aggregate ProLogium battery products delivered to collaboration partners and customers

Automotive application samples Approximately 10,000 samples ProLogium cells provided for automotive applications

Years of manufacturing know-how More than 13 years ProLogium’s experience in manufacturing next-generation lithium ceramic batteries

Phase 1 Dunkirk capacity 4.0 GWh Designed production capacity of ProLogium’s Phase 1 Dunkirk facility by 2030

Maximum Dunkirk site capacity 44.0 GWh Maximum designed production capacity at ProLogium’s Dunkirk facility site

Year founded 2006 Founding year of Prologium Holding Inc.

Taoke gigafactory class GWh-class facility ProLogium’s first gigafactory located in Taoyuan, Taiwan

Key Terms

registration statement on Form F-4, proxy statement / prospectus, blank check company, gigafactory, +2 more

6 terms

registration statement on Form F-4 regulatory

"ProLogium has filed a registration statement on Form F-4 with the SEC"

A registration statement on Form F-4 is a regulatory filing used when a foreign company offers or issues securities in connection with a merger, acquisition, exchange offer or similar transaction that involves U.S. securities law. It gathers the deal terms, financial statements, management background and risk factors into one disclosure package so investors can evaluate the transaction — like an ingredient list and instruction manual investors read before deciding to buy or vote on the new or exchanged shares.

proxy statement / prospectus regulatory

"includes a prospectus with respect to ProLogium’s securities and a proxy statement"

A proxy statement and a prospectus are formal documents companies provide to investors: a proxy statement explains items shareholders will vote on at a meeting (like electing directors or approving pay) and serves like an agenda with background information, while a prospectus describes the details, risks and terms of a new securities offering, like a product brochure with price and safety notes. Investors use these papers to judge governance, potential dilution, costs and risks before voting or buying, much like reading a menu and warranty before choosing a product.

blank check company financial

"Translational Development Acquisition Corp. is a blank check company incorporated"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

gigafactory technical

"its Taoke facility announced that it was the first commercial next-generation lithium ceramic battery gigafactory"

A gigafactory is a very large manufacturing facility designed to produce high volumes of complex products—most commonly batteries or electric vehicle components—at industrial scale. For investors, it matters because such plants can sharply lower per-unit costs through economies of scale, speed up a company's ability to meet demand, and serve as a visible sign of growth and capital intensity; think of it as moving from a home kitchen to an automated factory line to serve a whole city.

roll-to-roll coated ceramic separator technical

"commercialize a high-efficiency roll-to-roll coated ceramic separator manufacturing process"

forward-looking statements regulatory

"This communication contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did ProLogium announce about Kyushu Electric Power in the TDAC (TDAC) Form 425?

ProLogium announced that Kyushu Electric Power is moving forward with a strategic investment in ProLogium, expanding their existing collaboration in next-generation batteries and energy from industrial cooperation into strategic capital participation and continued joint commercialization efforts.

How does the Kyushu Electric Power partnership relate to ProLogium and TDAC’s transaction?

The communication states that Kyushu Electric Power’s investment reflects confidence in ProLogium’s next-generation batteries and long-term collaboration. It appears alongside disclosure that ProLogium has filed a Form F-4 registration statement for its proposed business combination with TDAC.

What business is ProLogium, TDAC’s proposed combination partner, engaged in?

ProLogium is described as an energy innovation company focused on next-generation lithium ceramic batteries. It holds over 1,100 global patents and has commercialized solid-state batteries used in smartphone charging cases, automotive audio systems and samples for automotive applications.

What manufacturing capacity does ProLogium highlight in its communication via TDAC?

ProLogium highlights its Taoyuan, Taiwan gigafactory and a second gigafactory in Dunkirk, France, where Phase 1 is designed for 4.0 GWh of production capacity by 2030. The Dunkirk site is planned to have up to 44.0 GWh of designed capacity.

What SEC filings are associated with the ProLogium–TDAC (TDAC) business combination?

ProLogium has filed a registration statement on Form F-4 that includes a proxy statement/prospectus for TDAC shareholders regarding the proposed business combination. Shareholders are advised to read the proxy statement/prospectus and related SEC filings carefully when available.

What is Translational Development Acquisition Corp. (TDAC)?

TDAC is described as a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination. Its management team is led by chief executive officer Michael B. Hoffman and chief financial officer Avanindra C. Das.

What forward-looking statement cautions are included in the TDAC (TDAC) communication?

The communication contains extensive forward-looking statements about ProLogium, TDAC and the proposed business combination, noting these involve risks and uncertainties. It directs readers to the Form F-4 proxy statement/prospectus and TDAC’s SEC filings, including “Risk Factors,” for detailed risk discussions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 09/14/2026 - 06:11 AM Accepted by SEC EDGAR 09/14/2026 - 06:10 AM Learn about SEC filing dates

Filed by Prologium Holding Inc.

Pursuant to Rule 425

under the Securities Act of 1933, as amended

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Translational Development Acquisition Corp.

Commission File No.: 001-42451

Date: September 14, 2026

On September 9, 2026, ProLogium published the following press release:

Kyushu Electric Power Advances Strategic Investment in ProLogium, Deepening Collaboration in Next-Generation Batteries and Energy Sector

Existing collaboration in energy and next-generation batteries expands toward capital participation, further strengthening ProLogium’s long-term engagement with Japan’s industrial ecosystem

TAOYUAN, Taiwan – September 09, 2026 – ProLogium today announced a further deepening of its long-term strategic partnership with Kyushu Electric Power Co., Inc. (Kyushu Electric Power). Following ongoing collaboration across energy, next-generation batteries and related industrial fields, Kyushu Electric Power is now moving forward with a strategic investment in ProLogium, extending the relationship from industrial collaboration to strategic capital participation. Built on a long-standing foundation of cooperation and mutual trust, this deepening relationship further strengthens the strategic ties between the two companies and underscores their shared confidence in the long-term potential of next-generation batteries and continued collaboration.

Kyushu Electric Power is an existing strategic partner of ProLogium. The two companies have maintained ongoing engagement across next-generation battery technology, energy and industrial applications, as well as related commercialization opportunities, while jointly exploring the potential of next-generation batteries across a range of use cases. The companies are also continuing to explore the establishment of next-generation battery module manufacturing capabilities in Japan, combining ProLogium’s cell technology with local industrial resources to advance battery module applications for construction machinery and other electrification use cases in demanding operating environments where safety, environmental resilience and performance are critical.

Japan has a highly integrated industrial ecosystem spanning energy, automotive, materials and advanced manufacturing, making it an important market for bringing next-generation battery technologies from technical validation to commercial deployment. Taiwan and Japan also have a long history of close cooperation across technology and supply chains. ProLogium continues to build long-term relationships with Japanese energy and industrial partners, combining Taiwan’s technology innovation capabilities with Japan’s manufacturing expertise, industrial ecosystem and market resources to expand commercialization opportunities for next-generation batteries. The further deepening of ProLogium’s relationship with Kyushu Electric Power also reflects the company’s long-term approach of building its presence in Japan’s energy and industrial ecosystem on a foundation of industrial collaboration.

Vincent Yang, Founder and CEO of ProLogium, said: “We are grateful to Kyushu Electric Power for its long-standing collaboration with ProLogium. To us, a strategic partnership with enduring value is not focused solely on a single technology or project; it is built on sustained collaboration, mutual understanding and joint exploration. We look forward to building on this latest progress to broaden and deepen our collaboration with Kyushu Electric Power and to jointly explore commercialization opportunities for next-generation batteries across a wider range of energy and industrial applications.”

About Prologium Holding Inc.

Founded in 2006, Prologium Holding Inc. (“ProLogium”) is an energy innovation company dedicated to the development and manufacturing of next-generation lithium ceramic batteries, holding over 1,100 global patents (granted and pending). In 2013, ProLogium commercialized solid-state batteries, primarily for use in smartphones charging cases and since then, ProLogium has delivered in the aggregate more than 2.4 million battery products to its collaboration partners and customers, including cells used in automotive audio systems and approximately 10,000 samples for automotive applications. In 2025, ProLogium introduced superfluidized inorganic next generation lithium ceramic battery, integrating the advantages of solid-state and liquid type batteries and redefining next-generation battery technology with scalable manufacturability and cost competitiveness. In 2026, ProLogium once again received the Edison Awards Gold Award for its superfluidized inorganic next generation lithium ceramic battery technology.

1

With more than 13 years of manufacturing know-how, ProLogium is among the first companies to successfully commercialize a high-efficiency roll-to-roll coated ceramic separator manufacturing process and its Taoke facility announced that it was the first commercial next-generation lithium ceramic battery gigafactory to publicly display the production line—reflecting that next generation lithium ceramic batteries represent a feasible solution for scalable manufacturing rather than a laboratory project. ProLogium’s first GWh-class gigafactory, Taoke facility, is located in Taoyuan, Taiwan. In 2024, ProLogium established its first overseas R&D center in Paris-Saclay, France, providing customized technical support for the European market. ProLogium’s second battery gigafactory is located in Dunkirk, France, where groundbreaking for its Phase 1 facility took place in February 2026 and the project is proceeding to the detailed design and construction stage. The Phase 1 facility will have a designed production capacity of 4.0 GWh when complete, which ProLogium expects to achieve gradually by 2030. The Dunkirk facility site will have a maximum designed production capacity of 44.0 GWh and is intended to work closely with ProLogium’s Paris-Saclay R&D center.

About Translational Development Acquisition Corp.

Translational Development Acquisition Corp. (“TDAC”) is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TDAC may pursue an acquisition opportunity in any business, industry, sector, or geographical location, and intends to focus on industries that complement its management team’s background and intends to capitalize on the ability of its management team to identify and acquire a business.

TDAC’s management team is led by Michael B. Hoffman, its chief executive officer and chairman of the board of directors, and Avanindra C. Das, chief financial officer. In addition, TDAC’s board includes E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum and Christopher Jarratt.

Important Information and Where to Find It

In connection with the business combination (the “Transaction”), ProLogium has filed a registration statement on Form F-4 with the SEC that includes a prospectus with respect to ProLogium’s securities to be issued in connection with the Transaction and a proxy statement with respect to the shareholder meeting of TDAC to vote on the Transaction. This communication, including the investment described herein, does not contain all the information that should be considered concerning the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction. Before making any voting or investment decision, shareholders of TDAC, investors and other interested persons are advised to read CAREFULLY IN their ENTIRETY, the preliminary proxy statement / prospectus (including any amendments thereto), as well as other documents filed with the SEC, because these documents will contain important information about ProLogium, TDAC and the Transaction. After the registration statement is declared effective, the definitive proxy statement / prospectus to be included in the registration statement will be mailed to shareholders of TDAC as of a record date to be established for voting on the Transaction. The preliminary and definitive proxy statement / prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website at www.sec.gov or by directing a request to: info@translational-development.com.

2

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, or the Securities Act, and section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on beliefs and assumptions and on information currently available to ProLogium and TDAC. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including the anticipated use of proceeds from the investment described herein, projections of market opportunity, number of customers or users and market share, the capability of ProLogium’s technology, ProLogium’s business plans including its plans to expand globally, the sources and uses of proceeds from the Transaction, the anticipated enterprise value of the combined company following the consummation of the Transaction, any benefits of ProLogium’s partnerships, strategies or plans as they relate to the Transaction, anticipated benefits of the Transaction and expectations related to the terms and timing of the Transaction are also forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements. These statements are based on ProLogium and TDAC’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond ProLogium and TDAC’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for ProLogium or TDAC to predict these events or how they may affect ProLogium or TDAC. In addition, there will be risks and uncertainties described in the proxy statement / prospectus relating to the Transaction, which is expected to be filed by ProLogium with the SEC and other documents filed by ProLogium or TDAC from time to time with the SEC. These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Neither ProLogium nor TDAC can assure you that the forward-looking statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to: the occurrence of any event, change or other circumstances that could delay, impede or prevent the business combination or give rise to the termination of the business combination; the outcome of any legal proceedings that may be instituted against ProLogium or TDAC, the combined company or others following the announcement of the business combination; the inability to complete the business combination due to the failure to obtain approval of the shareholders of ProLogium and TDAC or of the parties to satisfy other conditions to closing; the level of redemptions by TDAC’s public shareholders; the ability to maintain the stock exchange listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans and operations of ProLogium or TDAC as a result of the announcement and consummation of the business combination; the ability to recognize the anticipated benefits of the business combination; costs related to the business combination; changes in applicable laws or regulations; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign countries in retaliation; the ability of ProLogium to execute its business model, including market acceptance of its planned products and services; the combined company’s ability to raise capital; future financial performance of the combined company following the business combination; the possibility that TDAC or the combined company may be adversely affected by other economic, business, and/or competitive factors; risks associated with ProLogium’s efforts to commercialize its products; ProLogium’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing products on ProLogium’s business; intellectual property-related claims against ProLogium or the combined company; ProLogium’s dependence upon its key personnel and ability to attract and retain such personnel and additional qualified personnel; ProLogium’s ability to source the raw materials for its products; and other risks and uncertainties set forth in the section entitled “Risk Factors” in the registration statement on Form F-4 filed by ProLogium with the SEC and those included under the heading “Risk Factors” in the final prospectus for TDAC’s initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, and its annual report on Form 10-K for year ended December 31, 2025 and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither ProLogium nor TDAC presently knows or that ProLogium and TDAC currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by ProLogium, TDAC, their respective directors, officers or employees or any other person that ProLogium and TDAC will achieve their objectives and plans in any specified time frame, or at all. The forward-looking statements in this communication represent the views of ProLogium and TDAC as of the date of this communication. Subsequent events and developments may cause those views to change. Except as required by applicable law, neither ProLogium nor TDAC has any duty to, and does not intend to, update or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore, not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date subsequent to the date of this communication.

3

Participants in Solicitation

ProLogium and TDAC and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of TDAC and their ownership is set forth in TDAC’s filings with the SEC, including TDAC’s final prospectus for its initial public offering, filed pursuant to Rule 424b(4) on December 23, 2024, its Form 10-K for the year ended December 31, 2025 and subsequent filings under section 16 of the Exchange Act or on Form 10-Q. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TDAC’s shareholders in connection with the Transaction is set forth in the registration statement containing the preliminary proxy statement/prospectus filed by ProLogium with the SEC. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: info@translational-development.com.

No Offer or Solicitation

This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of ProLogium or TDAC, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.

4