8-K

Translational Development Acquisition Corp. (TDAC)

8-K 2025-02-14 For: 2025-02-14
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR Section 15(d) ofThe Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 14, 2025

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands 001-42451 N/A
(State or other jurisdiction of <br><br>incorporation or organization) (Commission File Number) (IRS Employer <br><br>Identification No.)
52 E. 83rd Street,<br><br> <br>New York, New York 10028
--- ---
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code

(917) 979-3072

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading <br><br>Symbol(s) Name of each exchange <br><br>on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant TDACU The Nasdaq Stock Market LLC
Class A ordinary shares, $0.0001 par value per share TDAC The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 TDACW The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

As previously reported on December 25, 2024, Translational Development Acquisition Corp. (the “Company”) consummated its initial public offering of 17,250,000 units (the “Units”), which included 2,250,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share (“Ordinary Share”) and one warrant (“Warrant”). Each Warrant entitles its holder to purchase one Ordinary Share at a price of $11.50 per share (subject to adjustment). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $172,500,000.

On February 14, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that separate trading of Ordinary Shares and Warrants comprising the Units has commenced.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
The following exhibits are being filed herewith:
99.1 Press Release dated February 14, 2025
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 14, 2025

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.
By: /s/ Michael B. Hoffman
Name: Michael B. Hoffman
Title: Chief Executive Officer

Exhibit 99.1

Translational Development Acquisition Corp.Announces that the Separate Trading of its Class A Ordinary Shares and Warrants has Commenced

NEW YORK, February 14, 2025 (PRNewswire) – Translational Development Acquisition Corp. (NASDAQ: TDACU) (the “Company”) announced today that the separate trading has commenced for its Class A ordinary shares and warrants that were included in units sold in the Company’s initial public offering completed on December 24, 2024. Such Class A ordinary shares and warrants separately trade on The Nasdaq Global Market (“Nasdaq”) under the symbols “TDAC” and “TDACW,” respectively. Those units that are not separated will continue to trade on Nasdaq under the symbol “TDACU.”

A registration statement relating to these securities has been declared effective by the U.S. Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained by contacting BTIG, LLC, 65 East 55th Street, New York, NY 10022, or by e-mail at ProspectusDelivery@btig.com.


About Translational Development Acquisition Corp.


The Company is a blank check company incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an acquisition opportunity in any business, industry, sector, or geographical location, and intends to focus on industries that complement its management team's background, and intends to capitalize on the ability of its management team to identify and acquire a business.

The Company’s management team is led by Michael B. Hoffman, its Chief Executive Officer and Chairman of the Board of Directors of the Company (the “Board”), and Avanindra C. Das, Chief Financial Officer. In addition, the Board includes E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum and Christopher Jarratt.


Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements” that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and final prospectus for the Company’s initial public offering filed with the SEC, which could cause actual results to differ from forward-looking statements. Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. No assurance can be given that the Company will ultimately complete a business combination transaction.

Contact:

Translational Development Acquisition Corp.

Avanindra C. Das, Chief Financial Officer

avi@translational-development.com

SOURCE Translational Development Acquisition Corp.