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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.
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.
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.
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.
Translational Development Acquisition Corp. Schedule 13G discloses that Linden Advisors and Siu Min (Joe) Wong may be deemed beneficial owners of 950,000 shares of Class A Ordinary Shares as of May 27, 2026, representing approximately 5.5% of the outstanding shares. The filing states that 913,482 shares are held by Linden Capital and 36,518 shares are held by one or more Managed Accounts; Linden GP and Linden Capital are each deemed beneficial owners of the 913,482 shares (about 5.3%).
The statement lists voting and dispositive powers as shared (no sole voting or sole dispositive power reported) and provides addresses and organizational details for Linden Capital, Linden GP, Linden Advisors, and Mr. Wong.
Translational Development Acquisition Corp. director and CEO Michael B. Hoffman bought 53,395 warrants in an open-market transaction. The warrants were purchased at a weighted average price of about $0.79 per warrant, for aggregate proceeds of $42,280.50. Each warrant entitles the holder to acquire one Class A ordinary share at an exercise price of $11.50 per share. The warrants become exercisable 30 days after completion of the company’s initial business combination and expire five years after that business combination, or earlier upon redemption or liquidation. Following this transaction, Hoffman directly holds 53,395 warrants.
Translational Development Acquisition Corp. is asking shareholders to approve amendments that extend its deadline to complete a business combination from June 24, 2026, by up to twelve one‑month periods to June 24, 2027. Each extension would require a deposit into the trust account of the lesser of $200,000 or $0.03 per outstanding public share in exchange for a non‑interest bearing promissory note. Shareholders may redeem their public shares for cash in connection with these proposals, subject to a minimum net tangible asset condition of $5,000,001 and a 15% redemption cap per holder group without consent. The proxy also describes a signed Business Combination Agreement with ProLogium Holding Inc., under which Translational Development would merge into ProLogium subsidiaries, with each Class A ordinary share converting into one ProLogium Class A share and warrants becoming ProLogium warrants. Closing of the Proposed Business Combination is conditioned on multiple approvals and an Available Cash amount of at least $250,000,000; if the extension proposals fail and no deal closes within the current window, the SPAC will redeem all public shares and liquidate, leaving the warrants worthless.
Translational Development Acquisition Corp. entered into a definitive Business Combination Agreement with ProLogium Holding Inc., a solid-state battery developer, implying an approximately $3.8 billion net cash-free valuation for ProLogium.
The deal uses a two-step Cayman merger structure, after a recapitalization, to make ProLogium Technology the Nasdaq-listed parent under ticker PRLG. Closing requires TDAC and ProLogium shareholder approvals, a TDAC deadline extension beyond June 24, 2026, Nasdaq listing approval, an effective Form F-4 and Available Cash of at least $250,000,000.
The agreement includes founder IP compensation capped at 2.5% of fully diluted equity, a new incentive plan reserving up to 12.5% of post-closing capital, sponsor and shareholder voting/lock-up agreements, and a registration rights agreement requiring a resale shelf within 45 days of closing. TDAC and ProLogium highlight ProLogium’s Gen4 solid-state technology, planned Dunkirk gigafactory and targeted funding from TDAC’s trust plus a common equity PIPE.