Translational Development Acquisition Corp.

DEF 14A 1 tm2613344d2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A)

OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LETTER TO SHAREHOLDERS OF TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

52 E. 83 RD STREET,

NEW YORK CITY, NY 10028

TO BE HELD ON JUNE 17, 2026

Dear Translational Development Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting of Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Translational Development,” “we,” “us” or “our”), which will be held on June 17, 2026, at 10:00 a.m. Eastern Time (the “Extraordinary General Meeting”) at the offices of Venable LLP located at 151 W. 42 nd Street, 49 th Floor, New York, New York, United States, and virtually via live webcast athttps://www.cstproxy.com/tdac/2026.

The attached Notice of the Extraordinary General Meeting and accompanying Proxy Statement (the “Proxy Statement”) describe the business Translational Development will conduct at the Extraordinary General Meeting and provide information about Translational Development that you should consider when you vote your shares. As set forth in the attached Proxy Statement, the Extraordinary General Meeting will be held for the purpose of considering and voting on the following proposals:

*Proposal No. 1—Extension Amendment Proposal—*A proposal, by special resolution, to amend Translational Development’s Amended and Restated Memorandum and Articles of Association as adopted by special resolution dated December 20, 2024, (the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to twelve (12) times from June 24, 2026 (the “Deadline Date”) to June 24, 2027, each by an additional one (1) month (each an “Extension”) for a total of twelve (12) months after the Deadline Date, assuming a Business Combination has not occurred. The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”;

Proposal No. 2—Trust Agreement Amendment Proposal—A proposal to further amend Translational Development’s investment management trust agreement, dated as of December 23, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Deadline Date up to twelve (12) times for an additional one (1) month each time from the Deadline Date to June 24, 2027 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Deadline Date and depositing into the trust account (the “Trust Account”) the lessor of $200,000 or $0.03 per outstanding public share for each one-month extension two (2) days prior to such Extension (the “Extension Payment”) until June 24, 2027 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination (the “Trust Agreement Amendment Proposal”);

Proposal No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, or to provide additional time to effectuate the Extension Amendment and Extension or (ii) if the Board determines before the Extraordinary General Meeting that it is not necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the Proxy Statement. Please take the time to read carefully each of the proposals in the Proxy Statement before you vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal is a condition to the implementation of the Extension Amendment. In addition, pursuant to the Existing Charter, Translational Development may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board. Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, Translational Development may nevertheless choose not to amend the Existing Charter and may liquidate at the end of the applicable completion window.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal is to allow Translational Development additional time and flexibility to complete an initial business combination. If Translational Development does not complete an initial business combination within the time period currently provided in the Existing Charter, the Extension Amendment Proposal and the Trust Agreement Amendment Proposal would allow shareholders to consider whether to approve an extension and, if approved, would allow Translational Development additional time to complete an initial business combination.

As previously disclosed, on May 27, 2026, we entered into an Agreement and Plan of Merger (as it may be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) with Prologium Holding Inc., a Cayman Islands exempted company with limited liability (“ProLogium”), PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of ProLogium (“Merger Sub 2”), pursuant to which, subject to the terms and conditions set forth therein, the parties would consummate the transactions contemplated by the Business Combination Agreement (the “Proposed Business Combination”).

Although we have entered into the Business Combination Agreement, the Board believes that the Deadline Date will not provide sufficient time to complete the Proposed Business Combination. The Board believes the Extension is advisable to provide additional time to complete the Proposed Business Combination. There can be no assurance that the Proposed Business Combination will be consummated, and, if the Proposed Business Combination is not consummated, the Extension would also provide additional time for us to complete another initial Business Combination.

Currently, we have until the Deadline Date, to consummate a Business Combination. The Board has determined that it is in the best interests of the Company to seek an extension of the Deadline Date and have the Company shareholders approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal to allow for additional time to consummate a Business Combination. The Board believes that the current Deadline Date will not provide sufficient time to complete a Business Combination. Given our commitment of time, effort and financial resources to date with respect to the Proposed Business Combination, circumstances warrant providing shareholders with additional time and opportunity to consider a prospective Business Combination. However, even if the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved and the Extension Amendment and Extension are implemented, there is no assurance that we will be able to consummate a Business Combination by the Extended Date, given the actions that must occur prior to closing of a Business Combination.

If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of twelve (12) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Business Combination deadline the lessor of $200,000 or $0.03 per outstanding public share for each one-month extension two (2) days prior to such Extension. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “Public Shares” or “Ordinary Shares”) for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants will expire and be worthless.

As contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders of Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares (the “Redemption”). You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals, by following the instructions set forth in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, Translational Development may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

The redemption price per Public Share will be based on the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes, divided by the number of then outstanding Public Shares, as determined in accordance with the Existing Charter and the Trust Agreement. Translational Development believes that such redemption right enables holders of Public Shares to determine whether to continue their investment if Translational Development does not complete an initial business combination within the current completion window.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and Translational Development does not complete an initial business combination within the time period currently provided in the Existing Charter, then, as promptly as reasonably possible but not more than ten business days thereafter, Translational Development will redeem the Public Shares and, as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Proposed Business Combination

On May 27, 2026, we entered into the Business Combination Agreement with ProLogium, Merger Sub 1 and Merger Sub 2. Pursuant to the Business Combination Agreement, immediately following the Recapitalization described therein and upon the terms and subject to the conditions set forth in the Business Combination Agreement, Merger Sub 1 will merge with and into Translational Development, with Translational Development surviving as a wholly-owned subsidiary of ProLogium (the “First Merger”). Immediately following the First Merger, Translational Development, as the surviving company of the First Merger, will merge with and into Merger Sub 2, with Merger Sub 2 surviving as a wholly-owned subsidiary of ProLogium (the “Second Merger,” and together with the First Merger, the “Mergers”).

At the First Merger Effective Time, each issued and outstanding Class A ordinary share of Translational Development, other than shares held by shareholders who have validly exercised dissenters’ rights, will be cancelled in exchange for the right to receive one ProLogium Class A ordinary share. Each warrant of Translational Development will cease to represent a right to acquire Class A ordinary shares of Translational Development and will convert into a warrant to acquire ProLogium Class A ordinary shares on the same terms. Following the closing, ProLogium is expected to be named “ProLogium Technology” and to list on Nasdaq under the ticker symbol “PRLG.”

The parties expect the Proposed Business Combination to close in the second half of 2026, subject to shareholder approvals, regulatory approvals and other customary closing conditions.

Closing conditions under the Business Combination Agreement include, among others, Nasdaq listing approval for the ProLogium Class A ordinary shares and warrants, no order prohibiting the transactions, approval by our shareholders, approval by ProLogium shareholders, effectiveness of ProLogium’s registration statement on Form F-4, Translational Development having at least $5,000,001 of net tangible assets following redemptions and after giving effect to the Mergers, and completion of the Recapitalization. The obligations of ProLogium and the acquisition entities are also conditioned on the Company extending its deadline to consummate a business combination beyond the Deadline Date and the Available Cash, as defined in the Business Combination Agreement, being at least $250,000,000.

Concurrently with the execution of the Business Combination Agreement, our sponsor entered into a Sponsor Letter Agreement pursuant to which it agreed, among other things, to vote in favor of the Proposed Business Combination and proposals to extend our deadline to consummate a business combination, not to redeem its shares in connection with the Proposed Business Combination or the Extension, to waive certain dissenters’, appraisal or similar rights, and to comply with certain transfer restrictions, including a 12-month lock-up following consummation of the Proposed Business Combination.

Subject to the foregoing, approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, meaning the affirmative vote of at least two-thirds (2/3) of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote required by the Trust Agreement.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, meaning the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal and the Trust Agreement Amendment Proposal at the Extraordinary General Meeting.

The Board has fixed the close of business on May 19, 2026 (the “Record Date”) as the date for determining Translational Development shareholders entitled to receive notice of and vote at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. Holders of warrants do not have voting rights.

You are not being asked to vote on an initial business combination at this time. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented and you do not elect to redeem all of your Public Shares, you will retain the right to vote on any future initial business combination when and if it is submitted to shareholders (provided that you are a shareholder on the applicable record date) and the right to redeem your remaining Public Shares for cash in connection with any such business combination or if Translational Development has not consummated an initial business combination by the end of the applicable completion window, as extended. There is no guarantee that we will complete the Proposed Business Combination or any other initial business combination within any extended period.

WE ARE NOT ASKING YOU TO VOTE ON THE PROPOSED BUSINESS COMBINATION AT THIS TIME. If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved and implemented and the Proposed Business Combination is submitted to our shareholders, you will receive a separate proxy statement/prospectus and will have the right to vote on the Proposed Business Combination and to redeem your remaining Public Shares in connection with that vote, subject to the terms of the Existing Charter and applicable law.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal (if required) are in the best interests of Translational Development and its shareholders, and has declared them advisable and recommends that you vote or give instruction to vote “FOR” such proposals.

Translational Development’s Sponsor, directors and officers have interests in the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly, of Founder Shares and Private Placement Warrants that may become exercisable in the future. See the section entitled “Extraordinary General Meeting of Translational Development—Interests of the Initial Shareholders” in the accompanying Proxy Statement.

Enclosed is the Proxy Statement containing detailed information about the Extraordinary General Meeting, the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Extraordinary General Meeting, Translational Development urges you to read this material carefully and vote your shares. You may do so by signing, dating and returning the enclosed proxy promptly, or following the instructions contained in the proxy card or voting instructions. If you grant a proxy, you may revoke it at any time prior to the Extraordinary General Meeting or vote in person or online at the Extraordinary General Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your vote online at the Extraordinary General Meeting by obtaining a proxy from your brokerage firm or bank.

By Order of the Board

Michael B. Hoffman

Chief Executive Officer and Chairman

May 27, 2026

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible. The approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, meaning the affirmative vote of at least two-thirds (2/3) of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof. Approval of the Trust Agreement Amendment Proposal requires the affirmative vote required by the Trust Agreement. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, meaning the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof. The presence, in person (including virtually) or by proxy, of holders of one-third of the Company’s issued and outstanding Ordinary Shares entitled to vote as of the Record Date will constitute a quorum for the conduct of business at the Extraordinary General Meeting.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M., EASTERN TIME ON JUNE 15, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER YOUR PUBLIC SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on June 17, 2026. This notice of meeting and the accompanying Proxy Statement are being made available on or about May 27, 2026.

NOTICE OF EXTRAORDINARY GENERAL MEETING

OF TRANSLATIONAL DEVELOPMENT ACQUISITION CORP

TO BE HELD ON JUNE 17, 2026

To the Shareholders of Translational Development Acquisition Corp.:

NOTICE IS HEREBY GIVEN that the Extraordinary General Meeting of the shareholders of Translational Development Acquisition Corp., a Cayman Islands exempted company (the “Company,” “Translational Development,” “we,” “us” or “our”), will be held on June 17, 2026 at 10:00 a.m. Eastern Time, at the offices of Venable LLP located at 151 W. 42 nd Street, 49 th Floor, New York, New York, United States, and virtually via live webcast athttps://www.cstproxy.com/tdac/2026.

You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting upon, and if thought fit, passing and approving the following resolutions, as more fully described below in this Proxy Statement, which is dated May 27, 2026 and is first being mailed to shareholders on or about that date:

*Proposal No. 1—Extension Amendment Proposal—*A proposal, by special resolution, to amend Translational Development’s Amended and Restated Memorandum and Articles of Association as adopted by special resolution dated December 20, 2024, (the “Existing Charter”) by adopting an amendment to the Existing Charter in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment”) which reflects the extension of the date by which the Company must consummate a business combination (the “Combination Period”) up to twelve (12) times from June 24, 2026 (the “Deadline Date”) to June 24, 2027, each by an additional one (1) month (each an “Extension”) for a total of twelve (12) months after the Deadline Date, assuming a Business Combination has not occurred. The end date of each Extension shall be referred to herein as the “Extended Date.” We refer to this proposal as the “Extension Amendment Proposal”;

*Proposal No. 2—Trust Agreement Amendment Proposal—*A proposal to further amend Translational Development’s investment management trust agreement, dated as of December 23, 2024, (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the Deadline Date up to twelve (12) times for an additional one (1) month each time from the Deadline Date to June 24, 2027 (the “Trust Agreement Amendment”) by providing five days’ advance notice to the Trustee prior to the applicable Deadline Date and depositing into the trust account (the “Trust Account”) the lessor of $200,000 or $0.03 per outstanding public share for each one-month extension two (2) days prior to such Extension (the “Extension Payment”) until June 24, 2027 (assuming a Business Combination has not occurred) in exchange for a non-interest bearing, unsecured promissory note payable upon the consummation of a Business Combination (the “Trust Agreement Amendment Proposal”);

Proposal No. 3—Adjournment Proposal—A proposal, by ordinary resolution to adjourn the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Extension Amendment Proposal, the Trust Agreement Amendment Proposal, or to provide additional time to effectuate the Extension Amendment and Extension (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying Proxy Statement. Please take the time to read carefully each of the proposals in the accompanying Proxy Statement before you vote. Approval of the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are conditions to the implementation of the Extension and Extension Amendment. Pursuant to the Existing Charter, we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the board of directors (the “Board”). Notwithstanding the foregoing, even if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are approved, we may nevertheless choose not to amend the Existing Charter and may liquidate on the Deadline Date.

The purpose of the Extension Amendment Proposal, the Trust Agreement Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Translational Development additional time and flexibility to complete our previously announced Business Combination.

On May 27, 2026, we entered into the Business Combination Agreement with ProLogium, Merger Sub 1 and Merger Sub 2, pursuant to which, subject to the terms and conditions set forth therein, the parties would consummate the Proposed Business Combination. The Extension is intended to provide additional time to consummate the Proposed Business Combination. However, there can be no assurance that the Proposed Business Combination will be consummated, and, if the Proposed Business Combination is not consummated, the Extension would also provide additional time for us to complete another initial Business Combination.

The Board anticipates that the Company may not be able to consummate a business combination by the Deadline Date, the Company may, by resolution of directors, at the request of the sponsor, extend the period of time to consummate a business combination up to twelve (12) times, with each extension comprised of one (1) month each, to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing additional funds into the Trust Account for each such one-month extension, on or prior to the date of the applicable Business Combination deadline. If the Extension Amendment Proposal and Trust Agreement Amendment Proposal are approved, we may, by resolution of the Board, at the request of our Sponsor, avail ourselves of twelve (12) additional one-month extension periods to consummate the Business Combination, subject to the Sponsor or its affiliates or designees, upon five days’ advance notice prior to the applicable Business Combination deadline, depositing into the Trust Account for each such one-month extension, on or prior to the date of the applicable Business Combination deadline the lessor of $200,000 or $0.03 per outstanding public share for each one-month extension two (2) days prior to such Extension. In the event that our Sponsor elects to extend the time to complete a Business Combination, pay the Extension Payment, and deposit the Extension Payment into the Trust Account, the Sponsor will receive a non-interest bearing, unsecured promissory note equal to the amount of the Extension Payment, which amount will not be repaid in the event that we are unable to close a Business Combination unless there are funds available outside the Trust Account to do so. In the event that we receive notice from our Sponsor five days prior to the applicable Business Combination deadline of its wish for us to effect an Extension, we intend to issue a press release announcing such Extension at least three days prior to the applicable Business Combination deadline. In addition, we intend to issue a press release the day after the applicable Business Combination deadline announcing whether or not the funds had been timely deposited. Our Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for us to complete our Business Combination. To the extent that some, but not all, of our Sponsor’s affiliates or designees, decide to extend the period of time to consummate our Business Combination, such affiliates or designees may deposit the entire amount required. If we are unable to consummate our Business Combination within such time period, we will, as promptly as possible but not more than 10 business days thereafter, redeem 100% of our outstanding ordinary shares, par value $0.0001 per share (the “Public Shares” or “Ordinary Shares”) for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our Public Shareholders. In the event of our dissolution and liquidation, the warrants will expire and be worthless.

As contemplated by the Existing Charter, in the event that any amendment is made to the Existing Charter to, among other things, modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination, the holders Public Shares (the “Public Shareholders”) may elect to redeem their Public Shares upon the approval of any such amendment to the Existing Charter in exchange for a pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then outstanding Public Shares. You may elect to redeem your Public Shares in connection with the Extraordinary General Meeting, regardless of whether you vote for or against the proposals, by following the instructions in the accompanying Proxy Statement. In addition, pursuant to the Existing Charter, Translational Development may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001, which condition may not be waived by the Board.

Notwithstanding the foregoing, pursuant to our Existing Charter, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without the Company’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then, in the absence of the Company’s consent, any such shares in excess of that 15% limit would not be redeemed for cash.

The redemption price per Public Share will be based on the aggregate amount then on deposit in the Trust Account, including interest not previously released to Translational Development to pay its taxes, divided by the number of then outstanding Public Shares. Translational Development believes that such redemption right enables holders of Public Shares to determine whether to continue their investment if Translational Development does not complete an initial business combination within the current completion window.

If the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are not approved and Translational Development does not complete an initial business combination within the time period currently provided in the Existing Charter, Translational Development will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price payable in cash equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and the Board, dissolve and liquidate, subject in each case to Cayman Islands law and the Company’s obligations to creditors.

Pursuant to our Existing Charter, a Public Shareholder may request to redeem all or a portion of such holder’s Public Shares for cash if the Extension Amendment Proposal and the Trust Agreement Amendment Proposal are implemented. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time on June 15, 2026 (two business days prior to the scheduled vote at the Extraordinary General Meeting) in order for their Public Shares to be redeemed. Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Extension Amendment Proposal. If the Extension Amendment and the corresponding Trust Agreement Amendment are not consummated, the Public Shares will be returned to the respective holder, broker or bank.

Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, meaning the affirmative vote of at least two-thirds (2/3) of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Trust Agreement Amendment Proposal requires the affirmative vote required by the Trust Agreement.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, meaning the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and voted at the Extraordinary General Meeting or any adjournment thereof.

Only holders of record of Ordinary Shares on the Record Date are entitled to vote at the Extraordinary General Meeting or any adjournment thereof.

The Board recommends that Translational Development shareholders vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Agreement Amendment Proposal and, if necessary, “FOR” the Adjournment Proposal.

By Order of the Board of Directors of Translational Development Acquisition Corp.

Michael B. Hoffman

Chief Executive Officer and Chairman

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