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Prologium Holding Inc. provided a strategic investor presentation describing its superfluidized all‑inorganic solid‑state lithium ceramic battery technology, manufacturing scale-up plans and the proposed business combination with Translational Development Acquisition Corp. (TDAC). The presentation highlights existing shipments, patent scale, planned gigafactory capacities and projected ramp milestones.
The company states it has shipped more than 800,000 cells to date, holds over 1,100 global patents (granted and pending), and describes planned production capacity at multiple sites with target commercial ramp at the Dunkirk gigafactory by Q2 2029. The communication reiterates customary forward‑looking statement cautions and notes a $250 million Minimum Cash condition tied to closing the business combination.
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. (TDAC) entered into a Business Combination Agreement to merge with ProLogium Holding Inc., structured as a two-step merger with a recapitalization and listing of the combined company as ProLogium Technology on Nasdaq under the ticker PRLG.
The agreement implies an approximate $3.8 billion enterprise valuation on a net cash-free basis, conditions closing on customary approvals and filings, requires the combined entity to have at least $5,000,001 of net tangible assets post-closing, and conditions TDAC’s obligations on Available Cash being ≥ $250,000,000.
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.
Translational Development Acquisition Corp. reported net income of $1,332,797 for the quarter ended March 31, 2026, driven by $1,613,958 of dividends on trust investments and offset by $281,161 of general and administrative costs. Cash outside the trust was very limited at $24,630, with marketable securities in the trust account totaling $183,271,269.
As of March 31, 2026, the company had a working capital deficit of $785,769 and relies on a non‑interest‑bearing promissory note from its sponsor of up to $2,000,000, of which $500,000 was outstanding. Management discloses substantial doubt about the company’s ability to continue as a going concern because it must complete a business combination by June 24, 2026 or liquidate.
The structure remains typical for a SPAC, with 17,250,000 Class A ordinary shares classified as redeemable at approximately $10.62 per share and 4,657,500 Class B founder shares outstanding. Management also concluded that disclosure controls and procedures were not effective due to an omission of the internal control report in the prior annual filing.
Translational Development Acquisition Corp. disclosure: The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC jointly report shared voting and dispositive power over 1,054,120 Class A ordinary shares (CUSIP G9008W105), representing 6.1% of the class as shown on the cover page. The filing includes a Joint Filing Agreement and exhibits clarifying that the holdings are reported by Goldman Sachs reporting units and that Goldman Sachs & Co. LLC is a subsidiary of GS Group. The signature block shows the filing was executed on 05/07/2026.
Translational Development Acquisition Corp. filed Amendment No. 2 to its 2025 annual report to revise its conclusion on disclosure controls and procedures. Management, including the chief financial officer, now concludes that as of December 31, 2025 these disclosure controls and procedures were not effective.
The company states that internal control over financial reporting, assessed using the COSO 2013 framework, was effective as of December 31, 2025, and notes no material changes in these controls during the most recent fiscal quarter. The amendment also adds updated Section 302 and Section 906 Sarbanes-Oxley officer certifications, with no other changes to the original Form 10-K or prior amendment.
Translational Development Acquisition Corp. filed Amendment No. 1 to its 2025 annual report to update its controls and procedures disclosure. The company is responding to an SEC comment letter by replacing Item 9A and providing new officer certifications, while leaving all other 10-K disclosures unchanged.
Management, including the chief financial officer, evaluated disclosure controls and procedures as of December 31, 2025 and concluded they were effective. Using the COSO 2013 framework, management also determined internal control over financial reporting was effective, with no material changes during the most recent fiscal quarter.
The filing notes aggregate market value of Class A ordinary shares of $177,675,000 as of June 30, 2025. As of March 30, 2026, 17,250,000 Class A ordinary shares and 4,657,500 Class B ordinary shares were issued and outstanding.