Translational Development Acquisition Corp. (TDAC) entered into a Subscription Agreement with ProLogium Holding Inc. and Naetas Holding Limited in connection with their proposed business combination. Naetas agreed to purchase 5,000,000 TDAC Class A ordinary shares at $10.00 per share for an aggregate $50,000,000 private placement.
For no additional consideration, Naetas is also expected to receive 5,000,000 warrants with terms substantially identical to TDAC’s public warrants, including a $11.50 exercise price, a $18.00 redemption trigger and a $0.01 redemption price per warrant. Closing of the subscription is expected one business day before the first merger in the business combination and is subject to customary conditions and consummation of the merger.
The purchase price will be funded into escrow and returned, with any issued Subscribed Securities cancelled, if the business combination is not completed within the specified period. ProLogium agreed to use commercially reasonable efforts to register the resale of the ProLogium shares and warrants issued in exchange for the Subscribed Securities within 45 days after the business combination closing, subject to SEC review timelines.
Translational Development Acquisition Corp. entered into a Subscription Agreement with ProLogium Holding Inc. and Naetas Holding Limited, under which Naetas agreed to purchase 5,000,000 TDAC Class A ordinary shares at $10.00 per share, for an aggregate $50,000,000 private placement tied to TDAC’s pending business combination with ProLogium.
For no additional consideration, Naetas is also entitled to receive 5,000,000 Subscribed Warrants with terms substantially identical to TDAC’s public warrants, including a $11.50 exercise price, an $18.00 per-share redemption trigger and a $0.01 per-warrant redemption price, without ratchets or price resets beyond customary anti-dilution. The subscription is expected to close one business day before the first merger and is fully contingent on completion of the ProLogium business combination; funds will be held in escrow and returned, and any Subscribed Securities cancelled, if the deal does not close in the specified period.
The securities will be sold in an unregistered private placement relying on Section 4(a)(2) of the Securities Act to an institutional accredited investor. ProLogium agreed to use commercially reasonable efforts to register the resale of the resulting ProLogium shares and warrants, generally filing within 45 days after the business combination closing and targeting SEC effectiveness within defined timeframes.
Wolverine Asset Management, LLC, Wolverine Holdings, LLC, and managers Christopher L. Gust and Robert R. Bellick report beneficial ownership of 944,878 Translational Development Acquisition Corp. Class A Ordinary Shares. Each reporting person has shared voting and dispositive power over these shares, with no sole voting or dispositive authority.
The disclosure states this represents 4.89% of the outstanding Class A Ordinary Shares. The percentage is based on 19,308,802 shares outstanding, derived from 21,907,499 shares outstanding as of June 12, 2026, minus 2,598,697 shares redeemed at the June 17, 2026 shareholders' meeting. The reporting persons indicate they own 5 percent or less of this class.
Translational Development Acquisition Corp. (TDAC) filed a current report to highlight progress on its planned merger with ProLogium Holding Inc.. The company announced that ProLogium has submitted an initial Registration Statement on Form F-4 to the SEC, an important step in the de‑SPAC process for the business combination first announced on May 27, 2026. TDAC’s CEO Michael Hoffman said the filing should give investors a fuller view of ProLogium’s history and details of the proposed transaction, though the registration statement remains subject to SEC review and potential revision. The forward‑looking statement section emphasizes numerous risks, including meeting a $250 million Minimum Cash condition, obtaining shareholder approvals, managing redemptions and financing needs, commercializing ProLogium’s solid‑state battery technology, and competing effectively after the combination.
ProLogium Holding Inc. posted on June 26, 2026 that it will appear on Bloomberg TV’s Advancements with Ted Danson; the segment airs June 27, 2026 at 8:00 PM EST. The filing describes ProLogium’s technology milestones, cites over 1,100 global patents, notes more than 800,000 cells shipped, and summarizes planned European expansion and a Dunkirk gigafactory with ramp-up expected between Q4 2028 and Q1 2029 and mass production and deliveries in Q2 2029. The communication contains forward-looking statements about a proposed business combination with Translational Development Acquisition Corp. and references a $250 million Minimum Cash closing condition that appears in the deal summary language.
Translational Development Acquisition Corp. issued a press release on June 22, 2026 reporting results of shareholder redemptions related to the shareholder vote held on June 17, 2026 about extending the deadline to consummate an initial business combination and providing information about its proposed business combination with ProLogium Holding Inc.
The press release is filed as Exhibit 99.1 and is incorporated by reference; the filing is submitted for purposes of Rule 425 and Rule 14a-12.
Translational Development Acquisition Corp. reported the results of shareholder redemptions tied to a vote extending the SPAC’s deadline to complete its initial business combination with ProLogium Holding Inc. Public shareholders redeemed 2,598,697 Class A shares, while holders of 14,651,303 redeemable Class A shares chose to remain invested. After these redemptions, approximately $156.8mm remains in the trust account, which will help support the proposed business combination if it closes. Management highlighted that about 85% of shareholders did not redeem, viewing this as support for the planned merger with ProLogium, a developer of next‑generation lithium ceramic battery technology.
ProLogium shared a corporate update highlighting technology and manufacturing progress. The company said it has delivered over 2.4 million battery cells worldwide and holds over 1,100 global patents. It described ongoing work on a gigafactory in Dunkirk, France, with ramp-up expected between Q4 2028 and Q1 2029 and formal mass production and deliveries in Q2 2029. The post reiterates ProLogium’s position as a manufacturer of next-generation lithium ceramic batteries, summarizes past milestones (including a 2024 GWh-class gigafactory and > 800,000 cells shipped in 2024), and frames future collaboration and commercialization efforts.
ProLogium and Elysian Aircraft BV signed a Memorandum of Understanding to explore next-generation battery applications for large battery-electric aircraft. The MoU frames joint assessments of standard and customized technical validation, targeting pack-level energy densities of 320-420 Wh/kg to support aircraft ranges of 750-1,000 km.
The collaboration will evaluate cell-to-pack integration, weight efficiency, safety, certification constraints, and European supply-chain localization opportunities. The companies will conduct feasibility and validation work as they discuss a potential cooperation agreement; timing and commercial terms are not disclosed.
Translational Development Acquisition Corp. obtained shareholder approval to extend the deadline to complete a business combination by up to twelve one-month periods from June 24, 2026 to June 24, 2027. This required amendments to both its charter and its investment management trust agreement.
Each one-month extension will require a deposit into the trust account of the lesser of $200,000 and $0.03 per outstanding public share, paid two days before the extension after five days’ advance notice to the trustee. At the meeting, about 79.56% of outstanding shares were represented, and all three proposals, including the extension and trust amendments, passed with 16,621,609 votes for and 809,296 against. In connection with the extension approval, holders of 2,598,697 Class A shares elected redemption at approximately $10.70 per share, totaling about $27,817,433.95, leaving 14,651,303 Class A IPO shares outstanding.