Translational Development Acquisition Completes $50 Million PIPE Investment Agreement With Naetas Holding

PIPE Investment Details and Transaction Structure

On July 27, 2026, TDAC and ProLogium Holding Inc. entered into a subscription agreement with Naetas Holding Limited, an institutional accredited investor, formalizing the terms of a significant private investment in public equity. The Subscriber has committed to purchase 5 million Class A ordinary shares of TDAC at a per-share price of $10.00, representing a total capital commitment of $50 million. This investment is being undertaken in connection with the previously announced business combination between TDAC and ProLogium, which was governed by an Agreement and Plan of Merger dated May 27, 2026.

The subscription structure includes not only the Class A ordinary shares but also warrants issued at no additional cost to the investor. Specifically, Naetas Holding will receive 5 million warrants, with each warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. The warrant terms mirror those of TDAC's existing public warrants, including a redemption trigger threshold of $18.00 per share and a redemption price of $0.01 per warrant. The filing states that these warrants will not include downward reset, ratchet, price protection, or other holder-favorable adjustments beyond customary anti-dilution protections.

Share Conversion and Business Combination Timeline

The subscription agreement establishes a clear timeline for the completion of the investment in relation to the broader business combination transaction. The subscription closing is expected to occur exactly one business day prior to the consummation of the first merger contemplated by the Business Combination Agreement. This phased approach ensures that the investor's capital infusion occurs immediately before the formal merger takes effect, optimizing the timing of the combined entity's capital structure.

Upon the effective time of the first merger, the mechanics of the investment will be automatically converted. Each Class A ordinary share purchased by Naetas Holding will be cancelled and converted into one Class A ordinary share of ProLogium. Similarly, each warrant outstanding and unexercised at the time of the merger will be converted into and become a warrant of ProLogium, in accordance with the terms set forth in the underlying Business Combination Agreement. This conversion process is designed to ensure continuity of the investor's economic rights while formalizing their ownership stake in the combined entity.

Closing Conditions and Contingencies

The completion of the subscription is contingent upon the satisfaction of several customary closing conditions outlined in the subscription agreement. These conditions include the accuracy of the parties' representations and warranties, material compliance with all covenants by both TDAC and ProLogium, the absence of any law or court order prohibiting the subscription, and the satisfaction or waiver of closing conditions associated with the underlying Business Combination Agreement. Notably, conditions that are scheduled to be satisfied at the time of the business combination closing itself are not required to be satisfied earlier for the subscription to proceed.

The agreement further specifies that the mergers must be scheduled to occur on the business day immediately following the subscription closing in order for the subscription to be completed. Naetas Holding has agreed to fund the $50 million purchase price into escrow before the anticipated closing of the Business Combination. If the Business Combination is not consummated within the period specified in the Subscription Agreement, the Purchase Price will be returned in full and any Subscribed Securities that have already been issued will be cancelled. The consummation of the subscription is explicitly contingent upon the subsequent consummation of the Business Combination, meaning that the PIPE investment cannot close independently of the merger.

Registration and Liquidity Commitments

ProLogium has undertaken significant commitments regarding the registration and liquidity of the securities issued to Naetas Holding. The company has agreed to use commercially reasonable efforts to file a registration statement on Form F-4 (or another appropriate form) registering the resale of the ProLogium Class A ordinary shares and warrants received by the investor, as well as the shares issuable upon exercise of the warrants. This registration statement must be filed as promptly as reasonably practicable and in any event within 45 calendar days following the closing of the Business Combination, although the filing cannot occur before the Form F-4 relating to the Business Combination itself is declared effective by the Securities and Exchange Commission.

ProLogium has further committed to use commercially reasonable efforts to cause the resale registration statement to be declared effective no later than the earlier of two specified dates: the 90th calendar day (or the 120th calendar day if the SEC notifies ProLogium that it will review the resale registration statement) following the filing deadline, or the 10th business day after ProLogium is notified that the resale registration statement will not be reviewed or will not be subject to further review. These timelines are subject to specified extensions set forth in the Subscription Agreement. If the Form F-4 relating to the Business Combination includes an effective resale prospectus covering all registrable securities as of the closing date, the separate filing obligation will be deemed satisfied for those covered securities.

Most Favored Nation Provisions and Amendments

The Subscription Agreement includes a most favored nation clause designed to protect the economic interests of Naetas Holding. TDAC and ProLogium have agreed not to enter into, amend, modify, or waive another PIPE subscription agreement prior to the subscription closing in a manner that provides a lower purchase price or other terms materially more favorable to another investor without offering the Subscriber the benefit of such lower price or more favorable terms on substantially the same basis. This provision is subject to specified exceptions and serves to protect the investor from being disadvantaged by subsequent PIPE investments on more attractive terms.

The restriction on amendments and modifications reflects a standard investor protection mechanism in PIPE transactions, ensuring that early commitments of capital are not undercut by later agreements on superior terms. By securing this provision, Naetas Holding ensures that its $10.00 per-share purchase price and warrant terms remain competitive relative to any other institutional investors participating in the PIPE at the time of subscription closing.

Potential Business Collaboration Discussions

Beyond the financial terms of the investment, the Subscription Agreement contemplates the possibility of future business collaboration between ProLogium and Naetas Holding. The two parties have agreed to discuss in good faith potential business collaboration arrangements, which may include product enhancements, new functionalities, and proof-of-concept efforts. These discussions are intended to explore synergies between the combined entity and the institutional investor beyond the capital contribution itself.

However, the filing makes clear that the Subscription Agreement does not set forth definitive terms for any such collaboration. The agreement merely obligates the parties to engage in good-faith discussions regarding potential collaborations. This structure allows both parties to explore strategic opportunities without creating binding obligations regarding specific products, features, or joint development initiatives at this stage of the transaction process.

Termination Provisions and Event-Based Triggers

The Subscription Agreement includes several termination scenarios that would render the investment agreement void. The agreement will terminate upon the earliest to occur of three specified events: the valid termination of the underlying Business Combination Agreement in accordance with its terms, mutual written agreement of the parties to terminate the Subscription Agreement, or 30 days after the Termination Date (as defined in the Business Combination Agreement) if the closing of the Business Combination has not occurred by such date. The third termination provision includes an important exception: it does not apply if the delay in closing is caused by a breach of the Subscriber's obligations under the Subscription Agreement.

These termination provisions provide TDAC and ProLogium with clear exit mechanisms if the business combination does not proceed as planned. By allowing termination 30 days after the Termination Date specified in the Business Combination Agreement, the parties have built in a grace period to address any final closing issues without automatically triggering termination of the PIPE. Conversely, Naetas Holding is protected by the automatic return of its $50 million if the business combination fails to close within the specified timeframe, except in circumstances where the delay results from the Subscriber's own breach.

Capital Infusion Supporting Combined Entity

The $50 million PIPE investment by Naetas Holding represents a meaningful infusion of capital into the transaction structure and provides the combined ProLogium entity with substantial financial resources. PIPE investments are a common feature of special purpose acquisition company transactions, serving to provide fresh capital and validate investor confidence in the target company and its prospects. The size and structure of this investment suggest significant institutional support for ProLogium and its business model.

The pricing of the shares at $10.00 per share is consistent with typical PIPE pricing in SPAC transactions, where institutional investors receive equity at the per-share price of the SPAC's units or shares immediately prior to the merger. The issuance of warrants at no additional cost provides the investor with additional upside participation, further aligning the investor's interests with the success of the combined entity. Together, these terms indicate a balanced structure that provides the combined company with capital while offering the investor meaningful equity participation and potential upside leverage through warrant holdings.

Regulatory and Legal Framework

The disclosure states that the issuance of the Subscribed Warrants is subject to receipt of all approvals, consents, amendments, or supplements required under the Business Combination Agreement, the applicable warrant agreement, and applicable law. This requirement reflects the regulatory framework governing warrant issuances in the context of SPAC transactions and ensures that no warrant issuance will proceed without proper authorization from the relevant regulatory authorities and the companies involved.

The filing also notes that the description of the Subscription Agreement provided in the disclosure is qualified in its entirety by reference to the full Subscription Agreement, a copy of which has been filed as Exhibit 10.1 to the Current Report on Form 8-K. This standard language indicates that investors and other interested parties should review the complete agreement for all terms, conditions, and provisions not fully detailed in the disclosure summary. The agreement was entered into on July 27, 2026, the same date as the filing of this disclosure.