Did TDAC receive any cash from the Class B to Class A share conversion?

TDAC received no cash from the conversion. The sponsor exchanged 4,657,499 Class B shares solely for Class A shares, so the transaction generated no proceeds and left the trust account balance unchanged.

Did the TDAC share conversion affect the SPAC trust account or redemption value?

The conversion did not affect the amount held in TDAC’s trust account or the per-share redemption value. The public Class A ordinary shares still had a redemption value of approximately $10.69 per share as of June 12, 2026.

TDAC (NASDAQ: TDAC) converts 4.66M sponsor Class B shares into Class A stock

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Translational Development Acquisition Corp. reported that on June 12, 2026 it converted 4,657,499 Class B ordinary shares held by its sponsor into an equal number of Class A ordinary shares. These new Class A shares carry the same restrictions that applied to the Class B shares, including transfer limits, waived redemption rights and an obligation to vote in favor of an initial business combination.

After the conversion, 21,907,499 Class A ordinary shares and one Class B ordinary share were issued and outstanding. The transaction generated no cash for the company, did not change the amount in the trust account and did not alter the per-share redemption value of the public Class A shares, which was approximately $10.69 per public share as of June 12, 2026.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

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

Key Figures

Shares converted: 4,657,499 shares Class A shares outstanding: 21,907,499 shares Class B shares outstanding: 1 share +3 more

6 metrics

Shares converted 4,657,499 shares Class B ordinary shares converted to Class A on June 12, 2026

Class A shares outstanding 21,907,499 shares Issued and outstanding after conversion

Class B shares outstanding 1 share Issued and outstanding after conversion

Redemption value $10.69 per share Per public Class A share as of June 12, 2026

Warrant exercise price $11.50 per share Exercise price of each whole redeemable warrant

Par value per share $0.0001 Par value of TDAC Class A and Class B ordinary shares

Key Terms

Class A ordinary shares, Class B ordinary shares, trust account, per-share redemption value, +2 more

6 terms

Class A ordinary shares financial

"issued an aggregate of 4,657,499 Class A ordinary shares, par value $0.0001 per share"

Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.

Class B ordinary shares financial

"upon the conversion of an equal number of Class B ordinary shares"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

trust account financial

"did not affect the amount held in the Company’s trust account or the per-share redemption value"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Section 3(a)(9) regulatory

"in reliance on the exemption from registration provided by Section 3(a)(9) thereof"

Section 3(a)(9) is a provision of U.S. securities law that exempts certain exchanges of an issuer’s own securities with its existing holders from the usual public registration rules, typically when the swap doesn’t involve a public offering or outside buyers. For investors, it matters because such exchanges can change who holds what, affect dilution and liquidity, and may occur with less public disclosure than a registered sale — think of it like swapping old coupons for new ones behind the scenes rather than selling them in a public marketplace.

emerging growth company regulatory

"Emerging growth company x"

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.

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Understanding 8-K Material Events →

06/12/2026 - 04:06 PM

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): June 12, 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:

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

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

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

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
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 3.02. Unregistered Sales of Equity Securities.

On June 12, 2026, Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company”), issued an aggregate of 4,657,499 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), to TDAC Partners LLC (the “Sponsor”), upon the conversion (the “Conversion”) of an equal number of Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), held by the Sponsor. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination, as described in the final prospectus filed with the Securities and Exchange Commission by the Company on December 23, 2024 in connection with the Company’s initial public offering. Following the Conversion, there are 21,907,499 Class A Ordinary Shares issued and outstanding and one Class B Ordinary Share issued and outstanding. The Conversion did not result in any cash proceeds to the Company and did not affect the amount held in the Company’s trust account or the per-share redemption value of the Company’s public Class A ordinary shares, which was approximately $10.69 per public share as of June 12, 2026.

The Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act of 1933, as amended, in reliance on the exemption from registration provided by Section 3(a)(9) thereof. The Conversion was effected by the Company with the Sponsor, an existing security holder of the Company, exclusively in exchange for the surrender and conversion of the Class B Ordinary Shares. No underwriter was involved in the Conversion, and no commission or other remuneration was paid or given, directly or indirectly, for soliciting the Conversion.

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: June 12, 2026		TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

	By:	/s/ Michael B. Hoffman
	Name:	Michael B. Hoffman
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did TDAC report in its latest Form 8-K filing?

Translational Development Acquisition Corp. converted 4,657,499 Class B ordinary shares held by its sponsor into the same number of Class A ordinary shares. The conversion did not change trust account funds or public shareholders’ redemption value.

How many TDAC Class A and Class B shares are now outstanding?

Following the conversion, Translational Development Acquisition Corp. has 21,907,499 Class A ordinary shares and one Class B ordinary share issued and outstanding. This reflects the sponsor’s conversion of 4,657,499 Class B shares into Class A shares.

What restrictions apply to TDAC shares issued in the conversion?

The Class A shares issued to TDAC’s sponsor carry the same restrictions as the former Class B shares, including transfer limitations, waived redemption rights and an obligation to vote in favor of an initial business combination described in the IPO prospectus.

Under which exemption were TDAC’s converted shares not registered?

The Class A shares issued upon conversion were not registered under the Securities Act. TDAC relied on Section 3(a)(9), which exempts exchanges of securities with an existing security holder when only the issuer is involved and no commission is paid.

Filing Exhibits & Attachments

4 documents