JATT II Acquisition Corp. filed a definitive proxy statement and prospectus on November 9, 2026, asking shareholders to approve a business combination with Talawar Tx Inc. under a Business Combination Agreement dated June 29, 2026.

Key Highlights

  • Transaction structure: Talawar Merger Sub will merge with and into JATT, with JATT surviving as a wholly-owned subsidiary of Talawar Tx Inc.
  • Transaction Share Consideration: An aggregate of 12,000,000 shares of Post-Closing Company Common Stock, calculated as $120,000,000 divided by $10.00 per share, according to the filing.
  • PIPE Investment: PIPE Investors agreed to purchase 22,500,000 shares of Post-Closing Company Common Stock at $10.00 per share, for aggregate gross proceeds of $225,000,000.
  • Share conversion: Each JATT Ordinary Share (par value $0.0001) will convert into one share of Post-Closing Company Common Stock (par value $0.00001) at the Effective Time.
  • Insider ownership: As of the Record Date, Insiders collectively beneficially owned 23.1% of the issued and outstanding JATT Ordinary Shares.
  • Board recommendation: The JATT board unanimously approved the Business Combination Agreement and recommends a "FOR" vote, except that Dr. Sidhu recused himself from deliberations and decisions relating to the potential transaction with Talawar.
  • Prospectus scope: The filing also serves as a prospectus for up to 7,650,000 shares of Post-Closing Company Common Stock.

JATT II and Talawar Tx Propose Merger Terms and $225 Million PIPE Financing

According to the filing, JATT II Acquisition Corp. (NASDAQ:JATT) entered into the Business Combination Agreement on June 29, 2026, with Talawar Tx Inc., a Delaware corporation, and Talawar Merger Sub, a Cayman Islands exempted company and direct wholly-owned subsidiary of Talawar. Under the proposed structure, Merger Sub will merge with and into JATT, with JATT continuing as a wholly-owned subsidiary of Talawar. Talawar, as the continuing public company following the transactions, is referred to in the filing as the "Post-Closing Company."

The filing describes a multi-step pre-closing process. Immediately prior to the stock split, all outstanding Talawar convertible instruments and Series L Preferred Stock will be converted into Talawar Common Shares. Talawar will then effect a stock split, with each Talawar Common Share multiplied by the Exchange Ratio, which is derived by dividing the Transaction Share Consideration by the number of Fully-Diluted Shares. The Transaction Share Consideration equals $120,000,000 divided by $10.00. Outstanding Talawar Options will be assumed by the Post-Closing Company and converted into Exchanged Options at an adjusted exercise price, with vesting and other terms preserved, the filing states.

Concurrently with the execution of the Business Combination Agreement, JATT and Talawar entered into PIPE Subscription Agreements with institutional and other accredited investors, including certain investors affiliated with Insiders, the filing discloses. Those PIPE Investors agreed to purchase an aggregate of 22,500,000 shares of Post-Closing Company Common Stock at $10.00 per share immediately prior to or substantially concurrently with Closing, for aggregate gross proceeds of $225,000,000. The Sponsor, JATT Ventures II L.P., entered into a Sponsor Support Agreement dated June 29, 2026, committing to vote its JATT Ordinary Shares in favor of the transactions. As of the Record Date, Insiders collectively beneficially owned 23.1% of issued and outstanding JATT Ordinary Shares, according to the filing.

What Was Disclosed

JATT II Acquisition Corp. filed a definitive proxy statement and prospectus disclosing a proposed merger with Talawar Tx Inc., a $225,000,000 PIPE financing at $10.00 per share, the Exchange Ratio mechanism for share conversion, and a board recommendation to vote in favor of the Business Combination Agreement, with Dr. Sidhu recused.