Translational Development Acquisition (TDAC) risk factors, FY2025 10-K

Translational Development Acquisition's FY2025 10-K, filed Mar 30, 2026, lists 58 risk factors. There is no earlier 10-K to compare against, so the most company-specific risks are listed below.

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Risk factors listed
580 groups
Section length
24k wordsItem 1A

Translational Development Acquisition's biggest risks in the FY2025 10-K

  • Translational Development Acquisition Corp. is a blank check company seeking an initial business combination before June 24, 2026.
  • Operations are funded by trust account dividends and potential sponsor loans.

The risks most specific to Translational Development Acquisition

  • On February 14, 2025, the Company announced that separate trading of the Company’s Class A ordinary shares and warrants comprising the Units has commenced

    If we are unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering or by June 24, 2026, we will cease operations and redeem the Public Shares.

  • The Company’s liquidity needs up to December 24, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 800,000 (see Note 4). Borrowings under the note are no longer available

    Borrowings under the unsecured promissory note of up to $800,000 from the Sponsor are no longer available, and we depend on potential additional loans from our Sponsor or officers to fund working capital.

  • We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay its Sponsor a fee of approximately $10,000 per month for administrative and support services

    The underwriters are entitled to a deferred underwriting fee of $6,037,500 payable solely upon the consummation of an initial business combination.

  • As of December 31, 2025, we had investments of $181,657,311 held in the trust account. Through December 31, 2025, we have not withdrawn any interest earned from the trust account

    We have $181,657,311 held in the trust account as of December 31, 2025, which we intend to use to complete our Business Combination.

  • Number and Terms of Office of Officers and Directors

    Holders of our founder shares will appoint each of our directors for a two-year term, and public shareholders will not have the right to vote on director appointments.

  • Former Director and Vice Chair

    None of our officers or directors are required to commit their full time to our affairs and may have conflicts of interest in allocating time among various business activities.

All 58 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Cautionary Note Regarding Forward Looking Statements
  2. 02For the year ended December 31, 2025, we had a net income of $6,362,427, which consists of dividends earned on marketable securities held in the Trust Account of $7,306,965 offset by operating costs of $944,538
  3. 03Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of our ordinary shares, par value $0.0001 per share, by the Former Sponsor and loans from the Sponsor
  4. 04Following the closing of the Initial Public Offering, on December 24, 2024, an amount of $174,225,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account
  5. 05As of December 31, 2025, we had investments of $181,657,311 held in the trust account. Through December 31, 2025, we have not withdrawn any interest earned from the trust account
  6. 06Off-Balance Sheet Financing Arrangements
  7. 07We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay its Sponsor a fee of approximately $10,000 per month for administrative and support services
  8. 08Critical Accounting Estimates
  9. 09Recent Accounting Standards
  10. 10Evaluation of Disclosure Controls and Procedures
  11. 11Changes in Internal Control over Financial Reporting
  12. 12Directors and Executive Officers
  13. 13on cell cycle regulator, Cdk4 has shown that this gene is very critical for the development of ErbB2 and ras oncogene-induced tumors and inhibition of expression of Cdk4 causes ablation of breast cancers caused by ErbB2 and Ras oncogenes
  14. 14Number and Terms of Office of Officers and Directors
  15. 15Committees of the Board of Directors
  16. 16Each member of the audit committee is or will be financially literate and our board of directors has determined that Mr. Kestenbaum qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise
  17. 17Corporate Governance and Nominating Committee
  18. 18Guidelines for Selecting Director Nominees
  19. 19Former Director and Vice Chair
  20. 20The conflicts described above may not be resolved in our favor
  21. 21Limitation on Liability and Indemnification of Officers and Directors
  22. 22We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
  23. 23Section 16(a) Beneficial Ownership Reporting Compliance
  24. 24Item 11. Executive Compensation
  25. 25of Certain Beneficial Owners and Management and Related Shareholder Matters
  26. 261) Unless otherwise noted, the principal business address of each of the following entities or individuals is c/o Translational Development Acquisition Corp., 52 E. 83 rd Street, New York, New York 10028
  27. 27Item 13. Certain Relationships and Related Transactions, and Director Independence
  28. 28Our initial shareholders collectively own, on an as-converted basis, approximately 21.26% of our issued and outstanding Ordinary Shares (assuming they did not purchase Units in the IPO). The Sponsor did not purchase any Units in the IPO
  29. 29We entered into a registration rights agreement with respect to the founder shares, private placement warrants, underwriter units (and underlying securities) and warrants issued upon conversion of working capital loans (if any)
  30. 30We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
  31. 31These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
  32. 32The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered
  33. 33Item 15. Exhibits and Financial Statement Schedules
  34. 34Opinion on the Financial Statements
  35. 35Commitments and Contingencies (Note 6)
  36. 36NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS, RISKS AND LIQUIDITY
  37. 37Transaction costs amounted to $ 10,243,554 , consisting of $ 3,450,000 of cash underwriting fee, $ 6,037,500 of deferred underwriting fee and $ 756,054 of other offering costs
  38. 38On February 14, 2025, the Company announced that separate trading of the Company’s Class A ordinary shares and warrants comprising the Units has commenced
  39. 39The Company’s liquidity needs up to December 24, 2024 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 800,000 (see Note 4). Borrowings under the note are no longer available
  40. 40Cash and Cash Equivalents
  41. 41Marketable Securities Held in Trust Account
  42. 42Fair Value of Financial Instruments
  43. 43Derivative Financial Instruments
  44. 44Basic net income (loss) per ordinary share
  45. 45Diluted net income (loss) per ordinary share
  46. 46Concentration of Credit Risk
  47. 47Class A Ordinary Shares Subject to Possible Redemption
  48. 48NOTE 3. INITIAL PUBLIC OFFERING
  49. 49Private Placement Warrants
  50. 50NOTE 7. SHAREHOLDERS’ DEFICIT
  51. 51Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law
  52. 52Redemption of warrants when the price per Class A ordinary shares equals or exceeds $ 18.00
  53. 53NOTE 8. FAIR VALUE MEASUREMENT
  54. 54At December 31, 2025 and 2024, assets held in the Trust Account were comprised of money market funds which are invested primarily in U.S. Treasury securities
  55. 55NOTE 9. SEGMENT INFORMATION
  56. 56financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance
  57. 57The CODM reviews dividends earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Trust Agreement
  58. 58NOTE 10. SUBSEQUENT EVENTS

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The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.