UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
July 27, 2026
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42451 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
52 E. 83rd Street,
New York, New York |
|
10028 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (917) 979-3072
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:
| x |
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
Symbols |
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 |
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 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. ¨
Item 1.01 Entry into a Material Definitive Agreement.
Subscription Agreement
On July 27, 2026, Translational Development
Acquisition Corp., a Cayman Islands exempted company with limited liability (“TDAC”), and Prologium Holding Inc., a
Cayman Islands exempted company with limited liability (“ProLogium”), entered into a subscription agreement (the
“Subscription Agreement”) with Naetas Holding Limited, an institutional accredited investor (the
“Subscriber”) in connection with the previously announced business combination contemplated by the Agreement and Plan of
Merger, dated as of May 27, 2026, by and among TDAC, ProLogium, PLG Merger Sub 1, a Cayman Islands exempted company with limited
liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands
exempted company with limited liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 2”) (as it may be
amended, restated or otherwise modified from time to time, the “Business Combination Agreement,” and the transactions
contemplated thereby, the “Business Combination”).
Pursuant to the Subscription Agreement, and subject
to the terms and conditions set forth therein, the Subscriber has agreed to subscribe for and purchase from TDAC 5,000,000 Class A ordinary
shares of TDAC, par value $0.0001 per share (the “Subscribed Shares”), at a purchase price of $10.00 per Subscribed Share,
for an aggregate purchase price of $50,000,000 (the “Purchase Price”).
In connection with the purchase of the Subscribed
Shares, TDAC has also agreed to issue to the Subscriber, for no additional consideration, a number of warrants equal to the number of
Subscribed Shares (the “Subscribed Warrants” and, together with the Subscribed Shares, the “Subscribed Securities”).
Accordingly, the Subscriber may receive 5,000,000 Subscribed Warrants. The Subscribed Warrants will be issued pursuant to, and subject
to the terms of, the warrant agreement applicable to TDAC’s public warrants (or such other warrant agreement or supplement in form
and substance reasonably acceptable to TDAC and ProLogium) and will have terms substantially identical to TDAC’s public warrants,
including an exercise price of $11.50 per share, a redemption trigger threshold of $18.00 per share and a redemption price of $0.01 per
warrant. The Subscribed Warrants will not include any downward reset, ratchet, price protection, additional warrant, reset warrant or
similar holder-favorable adjustment, other than customary anti-dilution adjustments expressly provided in the applicable warrant agreement.
The issuance of the Subscribed Warrants is subject to receipt of all approvals, consents, amendments or supplements required under the
Business Combination Agreement, the applicable warrant agreement and applicable law.
The closing of the subscription (the “Subscription
Closing”) is expected to occur one business day prior to the consummation of the first merger contemplated by the Business Combination
Agreement. At the effective time of the first merger, each Subscribed Share will be cancelled in exchange for the right to receive one
Class A ordinary share of ProLogium, par value $0.0001 per share, and each Subscribed Warrant outstanding and unexercised immediately
prior to such effective time will be converted into and become the right to receive one warrant of ProLogium in accordance with the Business
Combination Agreement.
The obligations of the parties to consummate the
Subscription Closing are subject to customary closing conditions, including, among others, the accuracy of the parties’ representations
and warranties, material compliance with covenants, the absence of any law or order prohibiting the subscription, the satisfaction or
waiver of the conditions to the closing of the Business Combination (other than conditions that by their nature are to be satisfied at
the closing), and the mergers being scheduled to occur on the business day immediately following the Subscription Closing. The Subscriber
will fund the Purchase Price into escrow before the anticipated closing of the Business Combination. If the Business Combination is not
consummated within the period specified in the Subscription Agreement, the Purchase Price will be returned and any Subscribed Securities
that have been issued will be cancelled. The consummation of the subscription is contingent upon the subsequent consummation of the Business
Combination.
ProLogium has agreed, subject to the terms and
conditions of the Subscription Agreement, to use commercially reasonable efforts to file a registration statement registering the resale
of the ProLogium Class A ordinary shares and warrants received in respect of the Subscribed Securities, and the shares issuable upon
exercise of such warrants, as promptly as reasonably practicable and in any event within 45 calendar days following the closing of the
Business Combination, but not before the registration statement on Form F-4 relating to the Business Combination is declared effective.
ProLogium has also agreed to use commercially reasonable efforts to cause the resale registration statement to be declared effective
no later than the earlier of (i) the 90th calendar day (or the 120th calendar day if the U.S. Securities and Exchange
Commission notifies ProLogium that it will review the resale registration statement) following the filing deadline and (ii) the 10th
business day after ProLogium is notified that the resale registration statement will not be reviewed or will not be subject to further
review, in each case subject to the terms and extensions set forth in the Subscription Agreement. To the extent the Form F-4 includes
an effective resale prospectus covering all registrable securities as of the closing of the Business Combination, the separate filing
obligation will be deemed satisfied for the securities so covered.
Subject to specified exceptions, TDAC and ProLogium
also agreed not to enter into, amend, modify or waive another PIPE subscription agreement before the Subscription Closing in a manner
that provides a lower purchase price or other terms that are more favorable in any material respect without offering the Subscriber the
benefit of such lower price or more favorable terms on substantially the same basis.
ProLogium and the Subscriber further agreed to
discuss in good faith potential business collaboration arrangements, including product enhancements, new functionalities and proof-of-concept
efforts. The Subscription Agreement does not set forth definitive terms for any such collaboration.
The Subscription Agreement will terminate upon
the earliest to occur of (i) valid termination of the Business Combination Agreement in accordance with its terms, (ii) mutual written
agreement of the parties to terminate the Subscription Agreement and (iii) 30 days after the Termination Date (as defined in the Business
Combination Agreement) if the closing of the Business Combination has not occurred by such date, other than as a result of a breach of
the Subscriber’s obligations under the Subscription Agreement.
The foregoing description of the Subscription
Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the
Subscription Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”)
and is incorporated herein by reference.
The Subscription Agreement has been included to
provide investors with information regarding its terms. The representations, warranties and covenants contained in the Subscription Agreement
were made solely for purposes of that agreement, as of specified dates and for the benefit of the parties thereto, and may be subject
to contractual standards of materiality and qualifications that differ from those applicable to investors. Investors should not rely on
those provisions as characterizations of the actual state of facts or condition of any party.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of
this Current Report is incorporated by reference herein. The offer and sale of the Subscribed Securities have not been and will not be
registered under the Securities Act of 1933, as amended (the “Securities Act”), and are expected to be made in reliance upon
the exemption from registration provided by Section 4(a)(2) thereof. TDAC’s reliance on Section 4(a)(2) is based in part on the
Subscriber’s representations that it is an accredited investor and an institutional account, is acquiring the Subscribed Securities
for investment and not with a view to a distribution in violation of applicable securities laws, and did not become aware of the offering
through general solicitation or general advertising.
The Subscribed Warrants will be issued for no
additional consideration and will be exercisable at $11.50 per share, subject to the terms described in Item 1.01 above. The Subscription
Agreement provides that TDAC and ProLogium are responsible for any fees or commissions owed to the placement agents in connection with
the subscription.
Forward-Looking Statements
This Current Report contains forward-looking statements,
including statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), that are based on beliefs and assumptions and on information currently available to ProLogium
and TDAC. Forward-looking statements include statements regarding the anticipated timing and consummation of the Subscription Closing
and the Business Combination, the anticipated proceeds of the subscription, the number and issuance of the Subscribed Securities, the
issuance and conversion of the Subscribed Securities, potential business collaboration discussions and ProLogium’s registration
obligations. In some cases, forward-looking statements may be identified by words such as “may,” “will,” “could,”
“would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,”
“target,” “seek” or similar expressions, although not all forward-looking statements contain these words.
TDAC is a blank check company. Accordingly, the
safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 is not available to statements
made in connection with the Business Combination.
These statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to differ materially from those expressed
or implied by the forward-looking statements, including the occurrence of any event, change or other circumstance that could delay, impede
or prevent the subscription or the Business Combination or give rise to the termination of the Subscription Agreement or the Business
Combination Agreement; the inability to complete the Business Combination due to the failure to obtain shareholder approvals or satisfy
other closing conditions; the amount of redemption requests made by TDAC’s public shareholders; the availability of financing and
the ability to satisfy the minimum available cash condition under the Business Combination Agreement; the ability to maintain applicable
stock exchange listing standards; costs related to the subscription and the Business Combination; changes in applicable laws or regulations;
and the risks and uncertainties described in the registration statement on Form F-4 filed by ProLogium with the U.S. Securities and Exchange
Commission (the “SEC”) and in TDAC’s other filings with the SEC. Forward-looking statements speak only as of the date
they are made. Except as required by applicable law, neither ProLogium nor TDAC undertakes any duty to update or revise any forward-looking
statement after the date of this Current Report.
Additional Information and Where to Find It
In connection with the Business Combination, ProLogium
has filed with the SEC a registration statement on Form F-4, which includes a preliminary proxy statement of TDAC and a prospectus of
ProLogium. The registration statement has not yet been declared effective. After the registration statement is declared effective, the
definitive proxy statement/prospectus will be mailed to shareholders of TDAC as of a record date to be established for voting on the Business
Combination. Before making any voting or investment decision, investors and shareholders of TDAC are urged to carefully read the entire
registration statement and proxy statement/prospectus, and any other relevant documents filed with the SEC, as well as any amendments
or supplements to these documents, because they will contain important information about the Business Combination. The documents filed
by TDAC and ProLogium with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.
Participants in the Solicitation
ProLogium, TDAC and their respective directors
and executive officers may be deemed to be participants in the solicitation of proxies from TDAC shareholders with respect to the Business
Combination. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of TDAC
shareholders in connection with the Business Combination, including a description of their direct or indirect interests, by security holdings
or otherwise, is set forth in the registration statement on Form F-4 and will be included in any amendments or supplements thereto.
No Offer or Solicitation
This Current Report is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination and does not
constitute an offer to sell or the solicitation of an offer to buy any securities of ProLogium or TDAC, nor shall there be any sale of
any such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
Description of Exhibits |
| 10.1#* |
Subscription Agreement, dated as of July 27, 2026, by and among Translational Development Acquisition Corp., Prologium Holding Inc. and the subscriber party thereto. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
# Certain schedules and similar attachments to Exhibit 10.1 have been
omitted pursuant to Item 601(a)(5) of Regulation S-K. TDAC agrees to furnish a copy of any omitted schedule or attachment to the SEC or
its staff upon request. * Certain identified information has been excluded from Exhibit 10.1 because it is not material and is the type
that TDAC treats as private or confidential.
SIGNATURES
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.
| Date: July 27, 2026 |
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. |
| |
|
|
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By: |
/s/ Michael B. Hoffman |
| |
Name: |
Michael B. Hoffman |
| |
Title: |
Chief Executive Officer |
