Translational Development Acquisition Corp. Secures $50 Million PIPE Investment from Naetas Holding for ProLogium Business Combination

Investment Structure and Share Subscription Details

Under the subscription agreement executed on July 27, 2026, Naetas Holding Limited has committed to purchase 5,000,000 Class A ordinary shares of TDAC at a fixed price of $10.00 per share. The aggregate purchase price amounts to $50,000,000, representing a significant capital commitment to support the business combination with ProLogium. The subscription is structured as an institutional PIPE transaction, a common mechanism used in special purpose acquisition company (SPAC) combinations to secure committed capital from sophisticated investors before merger closure.

The shares subscribed are TDAC Class A ordinary shares with a par value of $0.0001 per share. Upon completion of the first merger contemplated by the Business Combination Agreement, each of the 5 million Subscribed Shares will be converted into one Class A ordinary share of ProLogium. This conversion preserves the subscriber's ownership interest through the corporate restructuring while aligning the investor's securities with the combined entity.

Warrant Issuance and Exercise Terms

In connection with the share purchase, TDAC has agreed to issue 5,000,000 warrants to Naetas Holding Limited at no additional consideration. These warrants—referred to as Subscribed Warrants—will have substantially identical terms to TDAC's existing public warrants. Each warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, providing the subscriber with potential upside participation if the underlying share price appreciates above that threshold.

The warrants include a redemption trigger threshold of $18.00 per share and a redemption price of $0.01 per warrant. The agreement explicitly states that the Subscribed Warrants will not include any downward reset, ratchet, price protection, additional warrant, reset warrant, or similar holder-favorable adjustment features, except for customary anti-dilution adjustments provided in the applicable warrant agreement. This structure aligns the warrant terms with TDAC's public warrant holders, ensuring consistent treatment across the investor base. Upon completion of the first merger, each unexercised Subscribed Warrant will be converted into one warrant of ProLogium in accordance with the Business Combination Agreement.

Timing and Closing Conditions for the Subscription

The disclosure states that the Subscription Closing is expected to occur one business day prior to the consummation of the first merger contemplated by the Business Combination Agreement. This sequencing ensures that the capital commitment is completed and funds are secured before the actual merger transaction closes. Naetas Holding Limited will fund the $50,000,000 purchase price into escrow before the anticipated closing of the Business Combination, providing assurance of payment readiness.

The obligations of both parties to consummate the Subscription Closing are subject to customary closing conditions. These include the accuracy of the parties' representations and warranties, material compliance with covenants, the absence of any law or order prohibiting the subscription, the satisfaction or waiver of conditions to closing the Business Combination (other than conditions to be satisfied at closing), and the scheduling of the mergers to occur on the business day immediately following the Subscription Closing. The filing notes that if the Business Combination is not consummated within the period specified in the Subscription Agreement, the Purchase Price will be returned and any Subscribed Securities already issued will be cancelled.

Registration Rights and Liquidity Commitments

ProLogium has agreed, subject to the terms of the Subscription Agreement, to use commercially reasonable efforts to file a registration statement registering the resale of the ProLogium Class A ordinary shares and warrants received in respect of the Subscribed Securities, as well as shares issuable upon exercise of such warrants. The filing must occur as promptly as reasonably practicable and in any event within 45 calendar days following the closing of the Business Combination, provided that the filing will not occur before the registration statement on Form F-4 relating to the Business Combination is declared effective.

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 (i) the 90th calendar day following the filing deadline, or the 120th calendar day if the Securities and Exchange Commission notifies ProLogium that it will review the resale registration statement, or (ii) 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. The filing notes that if the Form F-4 includes an effective resale prospectus covering all registrable securities as of the closing of the Business Combination, the separate filing obligation will be deemed satisfied for those securities.

Most Favored Nation Provisions and Exclusivity

The Subscription Agreement includes a most favored nation clause protecting the Subscriber's investment terms. TDAC and ProLogium have agreed not to enter into, amend, modify, or waive another PIPE subscription agreement before the Subscription Closing in a manner that provides a lower purchase price or other terms that are materially more favorable without offering Naetas Holding Limited the benefit of such lower price or more favorable terms on substantially the same basis. This provision ensures that the subscriber receives treatment at least as favorable as other institutional investors participating in the capital raise.

This protection is significant for institutional investors, as it prevents the company from negotiating substantially better terms with competing investors and effectively locks in the price and key commercial terms agreed upon in this transaction. The provision creates parity across the PIPE investor base, a common requirement for lead or larger institutional commitments in SPAC transactions.

Contemplated Business Collaboration Discussions

ProLogium and Naetas Holding Limited have agreed to discuss in good faith potential business collaboration arrangements between the two parties. The disclosure states that these discussions may include product enhancements, new functionalities, and proof-of-concept efforts. However, the filing explicitly notes that the Subscription Agreement does not set forth definitive terms for any such collaboration, meaning these discussions remain exploratory at this stage.

This language preserves the option for strategic partnership discussions without creating binding obligations or contingencies for either party. The collaboration framework allows both entities to explore synergies that may arise from their combined relationship post-closing, while maintaining flexibility in deal structuring. The absence of definitive terms reflects that any future collaboration would be subject to separate negotiation and agreement.

Background and Business Combination Context

The subscription agreement is entered into in connection with the previously announced business combination contemplated by the Agreement and Plan of Merger dated May 27, 2026. That agreement is among TDAC, ProLogium Holding Inc., PLG Merger Sub 1 (a wholly-owned subsidiary of ProLogium), and PLG Merger Sub 2 (also a wholly-owned subsidiary of ProLogium). The Business Combination Agreement may be amended, restated, or otherwise modified from time to time, and the transactions contemplated thereby are referred to as the Business Combination.

This subscription transaction represents a financing mechanism to provide capital for the combined entity following the merger. TDAC is a Cayman Islands exempted company with limited liability incorporated as a special purpose acquisition company. ProLogium is also a Cayman Islands exempted company with limited liability and is the target company in the business combination. The use of two merger subsidiaries suggests a multi-step merger structure designed to accomplish specific corporate purposes, though the filing does not detail the precise mechanics of each merger step.

Termination Rights and Contingencies

The Subscription Agreement will terminate upon the earliest to occur of three specified events: (i) valid termination of the Business Combination Agreement in accordance with its terms, (ii) mutual written agreement of the parties to terminate the Subscription Agreement, and (iii) 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, provided that such termination does not result from a breach of the Subscriber's obligations under the Subscription Agreement.

This termination framework protects both parties by allowing exit if the underlying business combination fails to close within a reasonable timeframe. The exclusion of termination arising from the Subscriber's breach ensures that Naetas Holding Limited remains bound to its commitment unless circumstances beyond its control prevent closing. The close linkage between the subscription agreement and the Business Combination Agreement reinforces that this capital commitment is contingent upon the completion of the merger transaction.

Regulatory and Shareholder Approval Requirements

The disclosure indicates 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 language suggests that regulatory approval or shareholder approval may be required for certain aspects of the transaction, though the filing does not specify which approvals are outstanding or pending.

The reference to the Form F-4 registration statement indicates that the business combination will require SEC review and approval under the Securities Act framework applicable to business combinations. TDAC is identified as an emerging growth company, which may provide certain regulatory accommodations but does not eliminate the need for SEC review of the merger proxy materials and registration statement.

TDAC Securities and Market Listing

TDAC has three classes of publicly traded securities listed on The Nasdaq Stock Market LLC. Units under the ticker TDACU consist of one Class A ordinary share and one-half of one redeemable warrant. Class A ordinary shares trade under the ticker TDAC with a par value of $0.0001 per share. Redeemable warrants included as part of the units trade separately under the ticker TDACW, with each whole warrant exercisable for one Class A ordinary share at the exercise price of $11.50.

This multi-class security structure is typical for SPACs, allowing investors to purchase units that can be separated into individual shares and warrants. The warrant exercise price of $11.50 per share represents the price at which warrant holders can acquire additional Class A ordinary shares. The redemption trigger threshold of $18.00 per share provides TDAC with a mechanism to redeem the warrants if the underlying share price reaches that level, effectively limiting investors' exposure to certain price movements.