As filed with the Securities and Exchange Commission on July 1, 2026

Registration No. 333-    

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Prologium Holding Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Cayman Islands		3690		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Prologium Holding Inc.

No. 6-1, Ziqiang 7th Road

Zhongli District

Taoyuan City, 320023

Taiwan

+886-3452-1991

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

United States

(212) 947-7200

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Ching-Yang Lin, Esq. Sullivan & Cromwell LLP 20th Floor, Alexandra House 18 Chater Road, Central Hong Kong +852-2826-8688		William N. Haddad, Esq. Arif Soto, Esq. Venable LLP 151 W. 42nd Street, 49th Floor New York, New York 10036 (212) 307-5500

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 standards¹ provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

1	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is effective. This proxy statement/prospectus is neither an offer to sell these securities nor a solicitation of an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted. Any representation to the contrary is a criminal offense.

 

PRELIMINARY, SUBJECT TO COMPLETION, DATED JULY 1, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

(A CAYMAN ISLANDS EXEMPTED COMPANY)

 

 

PROSPECTUS FOR

UP TO 21,907,500 CLASS A ORDINARY SHARES,

UP TO 15,700,000 WARRANTS TO PURCHASE CLASS A ORDINARY SHARES, AND

UP TO 15,700,000 CLASS A ORDINARY SHARES UNDERLYING WARRANTS,

IN EACH CASE, OF

 

Prologium Holding Inc.

The board of directors of Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability (“TDAC”), has approved the Agreement and Plan of Merger, dated as of May 27, 2026, by and among TDAC, Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “Company” or “ProLogium”), PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of ProLogium (the “Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of ProLogium (the “Merger Sub 2”), as it may be amended and/or restated from time to time, by and among TDAC, ProLogium, Merger Sub 1 and Merger Sub 2 (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into TDAC (the “First Merger”), with TDAC surviving the First Merger as a wholly owned subsidiary of ProLogium (TDAC, as the surviving company of the First Merger, the “First Merger Surviving Company”), and (ii) immediately following the First Merger and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger” and, together with the First Merger, the “Mergers”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of ProLogium (Merger Sub 2, as the surviving company of the Second Merger, the “Second Merger Surviving Company”). As a result of the Mergers, and upon consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement (the “Business Combination” and, together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”), the shareholders of TDAC will become shareholders of ProLogium. The respective times at which the First Merger and the Second Merger become effective are referred to as the “First Merger Effective Time” and “Second Merger Effective Time,” respectively. The consummation of the Mergers is referred to as the “Closing.”

On June 12, 2026, TDAC issued an aggregate of 4,657,499 TDAC Class A Ordinary Shares to the Sponsor upon the conversion of an equal number of Class B ordinary shares of TDAC, par value $0.0001 per share (the “TDAC Class B Ordinary Shares” and, together with the TDAC Class A Ordinary Shares, the “TDAC Ordinary Shares”), held by the Sponsor. The TDAC Class A Ordinary Shares issued in connection with such conversion are subject to the same restrictions applicable to the TDAC Class B Ordinary Shares prior to such conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination. Following such conversion, there were 21,907,499 TDAC Class A Ordinary Shares and one TDAC Class B Ordinary Share issued and outstanding.

Pursuant to the Business Combination Agreement, on the Closing Date, immediately prior to the First Merger Effective Time, any TDAC Class B Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time will be repurchased and cancelled by TDAC in exchange for the issuance of TDAC Class A Ordinary Shares in accordance with the conversion ratio provided under Article 17.2 of the Amended and Restated Memorandum and Articles of Association of TDAC (“TDAC’s Articles”). Pursuant to the Sponsor Letter Agreement, the Sponsor has waived, solely in connection with the transactions contemplated by the Business Combination Agreement, any anti-dilution adjustment to the conversion ratio set forth in Article 17.3 of TDAC’s Articles.

At the First Merger Effective Time, (i) each issued and outstanding TDAC Class A Ordinary Share, including any TDAC Class A Ordinary Shares issued upon conversion of TDAC Class B Ordinary Shares and other than TDAC Dissenting Shares (as defined below), will be cancelled in exchange for the right to receive one Class A ordinary share of ProLogium, par value $0.0001 per share (each, a “ProLogium Class A Ordinary Share”), and (ii) each TDAC Class A Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time and held by a person who has validly exercised and perfected and not effectively withdrawn or lost such person’s rights to dissent from the First Merger in accordance with Section 238 of the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) (each, a “TDAC Dissenting Share”) will be cancelled and cease to exist and will carry no right other than the right to receive the payment of the fair value of such TDAC Dissenting Share determined in accordance with Section 238 of the Companies Act.

Pursuant to the Business Combination Agreement, (i) at the First Merger Effective Time and as a result of the First Merger, each ordinary share of Merger Sub 1, par value $1.00 per share, issued and outstanding immediately prior to the First Merger Effective Time will be automatically converted into one ordinary share of the First Merger Surviving Company, par value $0.0001 per share, and (ii) at the Second Merger Effective Time and as a result of the Second Merger, each ordinary share of the First Merger Surviving Company, par value $0.0001 per share, and each ordinary share of Merger Sub 2, par value $1.00 per share, issued and outstanding immediately prior to the Second Merger Effective Time will be automatically converted into one ordinary share of the Second Merger Surviving Company, par value $1.00 per share.

As a result of the Business Combination, assuming that no shareholders of TDAC elect to redeem their TDAC Class A Ordinary Shares issued as part of the Units sold in TDAC’s Initial Public Offering for cash in connection therewith as permitted by TDAC’s Articles and that none of TDAC’s shareholders exercise their dissenters’ rights, the shareholders of ProLogium immediately prior to the First Merger Effective Time and the shareholders of TDAC immediately prior to the First Merger Effective Time (including the PIPE Investors) will own approximately [ ]% and [ ]%, respectively, of ProLogium Class A Ordinary Shares to be outstanding immediately after the Business Combination, which do not include the ProLogium Class A Ordinary Shares reserved for issuance under the ProLogium New Incentive Plan, Class B ordinary shares of ProLogium with a par value of $0.0001 per share (the “ProLogium Class B Ordinary Shares”), and Class C ordinary shares of ProLogium with a par value of $0.0001 per share (the “ProLogium Class C Ordinary Shares”).

Immediately prior to the First Merger Effective Time, ProLogium’s outstanding share capital will be recapitalized to consist of ProLogium Class A Ordinary Shares, ProLogium Class B Ordinary Shares, and ProLogium Class C Ordinary Shares. Szu-Nan (Vincent) Yang, the Founder, Chairman, Chief Executive Officer and Chief Technology Officer of ProLogium, together with certain entities wholly owned by him, will beneficially own all issued and outstanding ProLogium Class B Ordinary Shares. Immediately following the consummation of the Business Combination, those ProLogium Class B Ordinary Shares will constitute [ ]% of ProLogium’s total issued and outstanding ordinary shares and [ ]% of the aggregate voting power of ProLogium’s total issued and outstanding ordinary shares, and those ProLogium Class C Ordinary Shares will constitute [ ]% of ProLogium’s total issued and outstanding ordinary shares and [ ]% of the aggregate voting power of ProLogium’s total issued and outstanding ordinary shares, assuming that none of TDAC’s existing Public Shareholders elect to have their TDAC Class A Ordinary Shares redeemed for cash in connection with the Business Combination as permitted by TDAC’s Articles and that none of TDAC shareholders exercise their dissenters’ rights. Such percentages would be even larger if any Public Shareholders exercise their redemption rights or dissenters’ rights. Holders of ProLogium Class A Ordinary Shares, ProLogium Class B Ordinary Shares and ProLogium Class C Ordinary Shares have the same rights except for voting and conversion rights. Each ProLogium Class A Ordinary Share is entitled to one vote, and is not convertible into ProLogium Class B

Ordinary Shares under any circumstances. Each ProLogium Class B Ordinary Share is entitled to 12 votes and is convertible into one ProLogium Class A Ordinary Share at any time by the holder thereof. Each ProLogium Class C Ordinary Share is entitled to two votes and is convertible into one ProLogium Class A Ordinary Share at any time by the holder thereof.

Due to the multiple-class structure described above, ProLogium expects to be a “controlled company” within the meaning of the corporate governance rules of the Nasdaq Global Market (“Nasdaq”) immediately after the Business Combination. See “Beneficial Ownership of Securities.”

Under the Business Combination Agreement, the Closing therein is subject to a number of conditions, including that (i) TDAC shareholders approve all proposals relating to the Proposed Transactions to be presented at the Meeting (as defined below) and (ii) the funds contained in TDAC’s Trust Account (after taking into account payments by TDAC to the Public Shareholders who exercise their redemption rights, as described herein), together with the aggregate amount of proceeds from the PIPE Investment, equal or exceed $250 million. If any of the conditions to TDAC’s or ProLogium’s obligation to consummate the Business Combination are not satisfied (or waived by the party entitled to waive), then the parties to the Business Combination Agreement will not be required to consummate the Business Combination.

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of TDAC scheduled to be held on [   ] (the “Meeting”).

The Units, the TDAC Class A Ordinary Shares and the TDAC Warrants are currently listed on the Nasdaq under the symbols “TDACU,” “TDAC” and “TDACW,” respectively. Although ProLogium is not currently a public reporting company, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, ProLogium will become subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). ProLogium intends to apply for listing of the ProLogium Class A Ordinary Shares and ProLogium Warrants on Nasdaq under the proposed symbols “PRLG” and “PRLGW” to be effective at the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the ProLogium Class A Ordinary Shares and ProLogium Warrants are approved for listing on Nasdaq (subject to official notice of issuance thereof). While trading on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that ProLogium Securities will be listed on Nasdaq or that another viable and active trading market will develop. See “Risk Factors” beginning on page 49 for more information.

As a holding company, ProLogium may rely on dividends and other distributions on equity paid by its subsidiaries for its cash and financing requirements. If any of ProLogium’s subsidiaries incur debt on their own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to ProLogium. As of the date of this proxy statement/prospectus, neither ProLogium nor any of its subsidiaries have ever paid dividends or made distributions.

Each of TDAC and ProLogium is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

ProLogium is also a “foreign private issuer,” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, ProLogium’s officers, directors and principal shareholders may be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, ProLogium will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

 

 

This proxy statement/prospectus provides you with detailed information about the Proposed Transactions and other matters to be considered at the Extraordinary General Meeting of TDAC. We encourage you to carefully read this entire document and the documents incorporated by reference.

You should also carefully consider the risk factors described in “Risk Factors” beginning on page 49 of the accompanying proxy statement/prospectus.

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Proposed Transactions described in this proxy statement/prospectus, passed upon the merits or fairness of the Proposed Transactions described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosures in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

This proxy statement/prospectus is dated [     ], 2026, and is first being mailed to TDAC shareholders on or about [  ], 2026.

PROXY STATEMENT/PROSPECTUS

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

52 E. 83rd Street,

New York, New York 10028

NOTICE OF EXTRAORDINARY GENERAL MEETING OF TDAC

TO BE HELD ON [     ], 2026

TO THE SHAREHOLDERS OF TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability (“TDAC” “we,” “us” or “our”), will be held on [    ], 2026, at [[  ] a.m.], [Taiwan] time, at the offices of Venable LLP located at 151 W. 42^nd Street, 49th Floor, New York, New York 10036, and virtually with live webcast at [    ]]. For the purposes of Cayman Islands law and the Amended and Restated Memorandum and Articles of Association of TDAC (“TDAC’s Articles”), the physical location of the Meeting shall be at the offices of Venable LLP located at 151 W. 42^nd Street, 49th Floor, New York, New York 10036. You are cordially invited to attend the Meeting, which will be held for the purposes of considering and voting upon, and if thought fit passing and approving, the following resolutions:

 

(1)

The Business Combination Proposal: as an ordinary resolution, that the Agreement and Plan of Merger, dated as of May 27, 2026, by and among TDAC, Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “Company” or “ProLogium”), PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of ProLogium (the “Merger Sub 1”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly owned subsidiary of ProLogium (the “Merger Sub 2”), as it may be amended and/or restated from time to time (the “Business Combination Agreement”), copies of which are attached to the accompanying proxy statement/prospectus as Annex A and Annex A-1, and the transactions contemplated thereunder (the “Business Combination” and, together with transactions contemplated by agreements, instruments and documents contemplated by the Business Combination Agreement, the “Proposed Transactions”), including the mergers whereby Merger Sub 1 will merge with and into TDAC (the “First Merger”), with TDAC surviving the First Merger as a wholly owned subsidiary of ProLogium (the “First Merger Surviving Company”), and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2 (the “Second Merger”), with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of ProLogium, be approved and authorized in all respects—we refer to this proposal as the “Business Combination Proposal”;

 

(2)

The Merger Proposal: as a special resolution, that the First Plan of Merger, a copy of which is attached to the accompanying proxy statement/prospectus as Annex C and will be produced and made available for inspection at the Meeting, and any and all transactions provided for in the First Plan of Merger, including, without limitation, (a) the First Merger, (b) from the effective time of the First Merger (the “First Merger Effective Time”), the amendment and restatement of the existing memorandum and articles of association of TDAC by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of TDAC (as the First Merger Surviving Company) in the form attached as Appendix II to the First Plan of Merger, being the memorandum and articles of association of Merger Sub 1, and (c) at the First Merger Effective Time, (i) the redesignation of all authorized shares of TDAC (as the First Merger Surviving Company) as ordinary shares, such that the authorized share capital of the First Merger Surviving Company will become $11,100 divided into 111,000,000 ordinary shares of a par value of $0.0001 each (the “First Merger Surviving Company Share Redesignation”), (ii) upon the First Merger Surviving Company Share Redesignation becoming effective, the consolidation of the authorized share capital of the First

Merger Surviving Company such that the authorized share capital of the First Merger Surviving Company will become $11,100 divided into 111,000,000 ordinary shares of a par value of $0.0001 each (the “First Merger Surviving Company Share Consolidation”), and (iii) upon the First Merger Surviving Company Share Consolidation becoming effective, the increase of authorized share capital of the First Merger Surviving Company from $[   ] divided into [   ] ordinary shares of a par value of $[   ] each to $[   ] divided into [   ] ordinary shares of a par value of $[   ] each, be approved and authorized in all respects—we refer to this proposal as the “Merger Proposal”;

 

(3)

The Share Issuance Proposal: as an ordinary resolution, that for purposes of complying with applicable Nasdaq listing rules, the issuance of 20% or more of issued and outstanding ordinary shares of TDAC (the “TDAC Ordinary Shares”) in connection with the Business Combination and related financing, be approved and authorized in all respects—we refer to this proposal as the “Share Issuance Proposal”; and

 

(4)

The Adjournment Proposal: as an ordinary resolution, that the Meeting be adjourned to a later date or dates to be determined by the chairman of the Meeting, (a) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals presented to shareholders for vote, (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to TDAC shareholders or (c) if as of the time for which the Meeting is scheduled, there are insufficient TDAC Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting—we refer to this proposal as the “Adjournment Proposal.”

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of TDAC Ordinary Shares at the close of business on [   ], 2026 (being the Record Date) are entitled to notice of the Meeting and to vote at the Meeting and any adjournments of the Meeting. A complete list of our shareholders of record entitled to vote at the Meeting will be available for [ten] days before the Meeting at our principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Meeting.

After careful consideration, our board of directors has determined that the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal are fair to and in the best interests of TDAC and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, “FOR” the Share Issuance Proposal, and “FOR” the Adjournment Proposal, if presented. When you consider the board of directors’ recommendation of these proposals, you should keep in mind that our directors and our officers have interests in the Proposed Transactions that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1—The Business Combination Proposal—Interests of TDAC’s Directors and Officers in the Business Combination” in the accompanying proxy statement/prospectus.

The approval of the Business Combination Proposal, the Share Issuance Proposal and the Adjournment Proposal requires the affirmative vote of holders of at least a majority of the TDAC Ordinary Shares being present in person or by proxy and entitled to vote thereon and who vote at the Meeting, and the Merger Proposal requires the affirmative vote of holders of a majority of at least two-thirds of the TDAC Ordinary Shares being present in person or by proxy and entitled to vote thereon and who vote at the Meeting. If any of the Business Combination Proposal, the Merger Proposal or the Share Issuance Proposal is not approved or any of the applicable closing conditions in the Business Combination Agreement is not satisfied or waived, the Proposed Transactions will not be consummated. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

All TDAC shareholders are cordially invited to attend the Meeting. To ensure your representation at the Meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are

a shareholder of record of TDAC Ordinary Shares, you may also cast your vote in person at the Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the Meeting and vote in person, obtain a proxy from your broker or bank.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

If you have any questions or need assistance voting your shares, please call our proxy solicitor, Sodali & Co., at (800) 662-5200; banks and brokers may reach (203) 658-9400, or at TDAC.info@investor.sodali.com.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Proposed Transactions.

By Order of the Board of Directors

Michael B. Hoffman

Chairman

IF YOU RETURN YOUR PROXY CARD(S) WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT THAT TDAC REDEEM YOUR SHARES FOR CASH NO LATER THAN 5:00 P.M. EASTERN TIME ON [    ], 2026 (TWO BUSINESS DAYS PRIOR TO THE EXTRAORDINARY GENERAL MEETING) BY (A) DELIVERING A REDEMPTION NOTICE TO TDAC’S TRANSFER AGENT AND (B) TENDERING YOUR SHARES TO TDAC’S TRANSFER AGENT. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARE CERTIFICATE AND REDEMPTION NOTICE ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. WHETHER OR NOT, OR HOW, YOU VOTE ON THE BUSINESS COMBINATION PROPOSAL OR ANY OTHER PROPOSAL WILL NOT AFFECT YOUR ELIGIBILITY FOR EXERCISING REDEMPTION RIGHTS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. 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. SEE “THE EXTRAORDINARY GENERAL MEETING OF TDAC SHAREHOLDERS—REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.

This proxy statement/prospectus is dated [    ], 2026 and is first being mailed to TDAC shareholders on or about that date.

 

TABLE OF CONTENTS

 

		Page
TABLE OF CONTENTS			i
ABOUT THIS PROXY STATEMENT/PROSPECTUS			iii
FINANCIAL STATEMENT PRESENTATION			v
INDUSTRY AND MARKET DATA			vi
FREQUENTLY USED TERMS			1
QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS			8
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			26
RISK FACTORS			49
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			101
THE EXTRAORDINARY GENERAL MEETING OF TDAC SHAREHOLDERS			103
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL			110
PROPOSAL NO. 2 — THE MERGER PROPOSAL			139
PROPOSAL NO. 3 — THE SHARE ISSUANCE PROPOSAL			140
PROPOSAL NO. 4 — THE ADJOURNMENT PROPOSAL			141
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			142
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			144
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF FINANCIAL POSITION AS OF DECEMBER 31, 2025(1)			148
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			152
COMPARATIVE PER SHARE DATA			158
DILUTION TO TDAC’S SHAREHOLDERS			159
TDAC’s BUSINESS			163
SUMMARY HISTORICAL FINANCIAL INFORMATION OF TDAC			171
TDAC’s MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			173
PROLOGIUM’S BUSINESS			177
OUR BATTERIES AND TECHNOLOGY			184
SUMMARY HISTORICAL FINANCIAL INFORMATION OF PROLOGIUM			208
MANAGEMENT OF PROLOGIUM FOLLOWING THE BUSINESS COMBINATION			225
EXECUTIVE OFFICER AND DIRECTOR COMPENSATION			232
BENEFICIAL OWNERSHIP OF SECURITIES			236
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			240

 

i

		Page
MATERIAL TAX CONSIDERATIONS			245
DESCRIPTION OF PROLOGIUM SECURITIES			257
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS			262
PROLOGIUM’S ORDINARY SHARES ELIGIBLE FOR FUTURE SALE			270
PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION			272
APPRAISAL OR DISSENTERS’ RIGHTS			273
SHAREHOLDER PROPOSALS			274
OTHER SHAREHOLDER COMMUNICATIONS			275
EXPERTS			276
LEGAL MATTERS			277
DELIVERY OF DOCUMENTS TO SHAREHOLDERS			278
ENFORCEABILITY OF CIVIL LIABILITIES UNDER U.S. SECURITIES LAWS			279
WHERE YOU CAN FIND MORE INFORMATION			280
INDEX TO FINANCIAL STATEMENTS			F-1
ANNEX A BUSINESS COMBINATION AGREEMENT			A-1
ANNEX B AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF PROLOGIUM			B-1
ANNEX C PLAN OF MERGER			C-1
ANNEX D AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.			D-1
PART II INFORMATION NOT REQUIRED IN PROSPECTUS			II-1
SIGNATURES			II-7
POWER OF ATTORNEY			II-8
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES			II-10

 

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by ProLogium, constitutes a prospectus of ProLogium under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to ProLogium Class A Ordinary Shares and the ProLogium Warrants to be issued to TDAC Shareholders and the holders of TDAC Warrants, and the ProLogium Class A Ordinary Shares underlying such ProLogium Warrants, in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the Extraordinary General Meeting of TDAC at which TDAC shareholders will be asked to consider and vote upon the proposals to adopt the Business Combination Agreement, to adopt the Plan of Merger, to approve the issuance of more than 20% of TDAC’s issued and outstanding ordinary shares in financing transactions in connection with the Proposed Transactions, and to adjourn the Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to adopt the Business Combination Agreement.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. Neither the mailing of this proxy statement/prospectus to TDAC Shareholders nor the issuance by ProLogium of ProLogium Ordinary Shares in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/prospectus regarding TDAC has been provided by TDAC and information contained in this proxy statement/prospectus regarding ProLogium has been provided by ProLogium, each of which is responsible for the disclosure contained in this proxy statement/prospectus. In this proxy statement/prospectus, TDAC and ProLogium rely on, refer to and from time to time note industry data, information and statistics regarding the industry and markets in which ProLogium competes from publicly available information, industry and general publications and research and studies conducted by third parties that TDAC and ProLogium believe to be reliable, and each of TDAC and ProLogium has taken such care as it considers reasonable in the extraction, reproduction and use of this information from such data from third-party sources.

Neither TDAC nor ProLogium, however, can guarantee that such information is accurate and complete, and this information has not been independently verified by either TDAC or ProLogium. Additionally, the content of these third-party sources, except to the extent specifically set forth in this proxy statement/prospectus, does not constitute a portion of this proxy statement/prospectus and is not incorporated herein.

The industry in which ProLogium operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections of this proxy statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors—Risks Related to ProLogium—Risks Related to the Development and Commercialization of Our Product and Technology” and elsewhere in this proxy statement/prospectus, which could cause these estimates and information to materially differ from those expressed in this proxy statement/prospectus.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

 

iii

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with this proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of this proxy statement/prospectus or other information concerning TDAC, without charge, by written request directed to:

Translational Development Acquisition Corp.

52 E. 83rd Street

New York, New York 10028

Tel: (917) 979-3072

or:

[   ]

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of TDAC to be held on [   ], 2026, you must request the information no later than five (5) business days prior to the date of the extraordinary general meeting.

Unless otherwise indicated or the context otherwise requires, all references in this proxy statement/prospectus to the terms “ProLogium” and the “Company” refer to Prologium Holding Inc. together with its subsidiaries and consolidated entities. All references in this proxy statement/prospectus to “TDAC” refer to Translational Development Acquisition Corp.

References to “U.S. Dollars,” “USD,” “US$” and “$” in this proxy statement/prospectus are to United States dollars, the legal currency of the United States. Discrepancies in any table between totals and sums of the amounts listed are due to rounding. Certain amounts and percentages have been rounded; consequently, certain figures may add up to be more or less than the total amount and certain percentages may add up to be more or less than 100% due to rounding. In particular, and without limitation, amounts expressed in millions contained in this proxy statement/prospectus have been rounded to a single decimal place for the convenience of readers. In addition, period on period percentage changes with respect to ProLogium’s IFRS measures and operating metrics have been calculated using actual figures derived from ProLogium’s internal accounting records and not the rounded numbers contained in this proxy statement/prospectus, and as a result, such percentages may differ from those calculated based on the numbers contained in this proxy statement/prospectus.

 

iv

FINANCIAL STATEMENT PRESENTATION

TDAC

The historical financial statements of TDAC included in this proxy statement/prospectus have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) with its presentation currency of U.S. dollars.

PROLOGIUM

ProLogium’s audited consolidated financial statements as of December 31, 2025 and 2024 and for the years ended December 31, 2025 and 2024 included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board and are reported in U.S. Dollars.

 

v

INDUSTRY AND MARKET DATA

This proxy statement/prospectus contains estimates, projections and other information concerning ProLogium’s industry, including market size, market position and growth of the market in which it participates, that are based on industry publications and reports and forecasts prepared by its management. In some cases, ProLogium does not expressly refer to the sources from which these estimates and information are derived. This information and any estimates provided herein involve a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

Certain estimates of market opportunity, including internal estimates of the addressable market for ProLogium and forecasts of market growth included in this proxy statement/prospectus may prove inaccurate. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. The estimates and forecasts in this proxy statement/prospectus relating to the size of ProLogium’s target market, market demand and adoption, capacity to address this demand, and pricing may prove to be inaccurate. The addressable market ProLogium estimates may not materialize for many years, if ever, and even if the markets in which it competes meet the size estimates in this proxy statement/prospectus, ProLogium’s business could fail to successfully address or compete in such markets, if at all.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although TDAC and ProLogium have not independently verified the accuracy or completeness of third-party information, TDAC and ProLogium believe the industry and market information included in this proxy statement/prospectus is reliable. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

vi

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, all references to “ProLogium” or the “Company” refer to Prologium Holding Inc., a Cayman Islands exempted company with limited liability, together with its subsidiaries, and all references to “TDAC” refer to Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability.

In this document:

“25% Redemptions Scenario” means a redemptions scenario that assumes that 4,312,500 Public Shares, or 25% of the outstanding Public Shares subject to redemption, are redeemed by Public Shareholders in connection with the Business Combination.

“50% Redemptions Scenario” means a redemptions scenario that assumes that 8,625,000 Public Shares, or 50% of the outstanding Public Shares subject to redemption, are redeemed by Public Shareholders in connection with the Business Combination.

“75% Redemptions Scenario” means a redemptions scenario that assumes that 12,937,500 Public Shares, or 75% of the outstanding Public Shares subject to redemption, are redeemed by Public Shareholders in connection with the Business Combination.

“100% Redemptions Scenario” means a redemptions scenario that assumes that 17,250,000 Public Shares, or 100% of the outstanding Public Shares subject to redemption, are redeemed by Public Shareholders in connection with the Business Combination.

“Acquisition Entities” means Merger Sub 1 and Merger Sub 2.

“Adjournment Proposal” means a proposal to adjourn the Meeting to a later date or dates to be determined by the chairman of the Meeting, (i) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve any of the other proposals presented to shareholders for vote, (ii) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to TDAC shareholders or (iii) if, as of the time for which the Meeting is scheduled, there are insufficient TDAC Ordinary Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Meeting.

“AI” means artificial intelligence.

“Ancillary Agreements” means the ProLogium Shareholder Voting Agreement, the Sponsor Letter Agreement, the New Registration Rights Agreement, the ProLogium Shareholder Lock-Up Agreement, and the other agreements, instruments and documents expressly contemplated by the Business Combination Agreement.

“ASM” means active safety mechanism.

“Assignment, Assumption and Amendment Agreement” means an assignment, assumption and amendment agreement to be entered into prior to the Closing by and among TDAC, ProLogium and Continental Stock Transfer & Trust Company (the “Transfer Agent”), pursuant to which TDAC will assign to ProLogium all of its rights, title, interests, and liabilities and obligations in and under the Warrant Agreement, dated December 23, 2024, by and between TDAC and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agreement”).

“Available Cash” means, as of immediately prior to the Closing, an amount equal to the amount of cash available to be released from the Trust Account (after giving effect to all payments to be made as a result of the completion of all TDAC Share Redemptions).

 

1

“BBUs” means battery backup units.

“Board” means the board of directors of TDAC or ProLogium, as required by the context.

“Broker non-vote” means the failure of a TDAC shareholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the Mergers, and any other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Agreement and Plan of Merger, dated as of May 27, 2026, by and among TDAC, ProLogium, Merger Sub 1 and Merger Sub 2, and attached hereto as Annex A, as may be amended and/or restated from time to time.

“Business Combination Proposal” means the proposal to approve and adopt the Business Combination Agreement and the transactions contemplated thereby.

“CAC” means the customer acquisition cost, which measures how much an organization spends to acquire new customers.

“CAGR” means compound annual growth rate.

“Closing” means the consummation of the Mergers.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Prologium Holding Inc., after the consummation of the Business Combination.

“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced.

“Condition Precedent Proposals” means the Business Combination Proposal, the Merger Proposal and the Share Issuance Proposal.

“Constitutional documents” means the formation documents of any of the entities listed herein, including the memorandum and articles of association, as they may be amended.

“DIR” means the Department of Investment Review.

“Disqualifying Event” means, with respect to the SBCVC Shareholder, New Epoch, or a New Horizon Shareholder, the occurrence of any of the following: (a) a change of control of such shareholder; or (b) such shareholder, or any person that controls such shareholder, becoming a person in respect of whom the Combined Company would be required, or would reasonably be expected to be required, to make disclosures in accordance with or responsive to the SEC’s Sample Letter to Companies Regarding China-Specific Disclosures, June 2023 (as may be updated from time to time), and related SEC rules and regulations.

“DTC” means The Depository Trust Company.

“ESS” means energy storage systems.

“EVs” means electric vehicles.

 

2

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FID” means first industrial deployment.

“First Merger” means the merger of Merger Sub 1 with and into TDAC, with TDAC surviving such merger.

“First Merger Effective Time” means the effective time of the First Merger.

“First Merger Surviving Company” means TDAC, being the surviving entity of the First Merger.

“First Plan of Merger” means the plan of merger for the First Merger.

“Founder” or “Mr. Yang” means Szu-Nan (Vincent) Yang.

“Founder Parties” means the Founder and New Zone Corporation.

“Founder Shares” means the TDAC Class B Ordinary Shares originally issued to the Sponsor prior to the IPO and any TDAC Class A Ordinary Shares issued upon conversion thereof, including the 4,657,499 TDAC Class A Ordinary Shares issued to the Sponsor on June 12, 2026 and the one remaining TDAC Class B Ordinary Share.

“IFRS” refers to International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB).

“Initial Public Offering” or “IPO” means the initial public offering of Units of TDAC, consummated on December 24, 2024.

“Interim Period” means the period from the date of the Business Combination Agreement and continuing until the earlier of the termination of the Business Combination Agreement and the Closing Date.

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“ITAR” means International Traffic in Arms Regulations.

“JOBS Act” means the Jumpstart Our Business Startups Act.

“Meeting” means the extraordinary general meeting of TDAC, to be held on [   ], 2026, at [[   ] a.m.], [Taiwan] time, at the offices of Venable LLP located at 151 W. 42^nd Street, 49th Floor, New York, New York 10036.

“Merger Proposal” means a proposal to approve the First Plan of Merger and any and all transactions provided for in the First Plan of Merger.

“Merger Sub 1” means PLG Merger Sub 1, a Cayman Islands exempted company with limited liability.

“Merger Sub 2” means PLG Merger Sub 2, a Cayman Islands exempted company with limited liability.

“Mergers” means the First Merger and the Second Merger.

“Minimum Available Cash Condition” means the condition to the obligations of ProLogium and Acquisition Entities to consummate the Mergers under the Business Combination Agreement in which the Available Cash is required to be greater than or equal to $250,000,000.

 

3

“Nasdaq” means the Nasdaq Global Market.

“New Epoch” means New Epoch Capital LP.

“New Horizon Shareholders” means each of New Horizon I Holding Company Limited and New Horizon II Holding Company Limited.

“New Registration Rights Agreement” means the registration rights agreement to be entered into by ProLogium, the Sponsor, and certain ProLogium shareholders at the Closing Date in connection with the Business Combination.

“New Taiwan Dollar,” “NT Dollar” and “NTD” mean the legal currency of Taiwan.

“No Redemption Scenario” means a redemptions scenario that assumes that none of the 17,250,000 Public Shares, or 0% of the outstanding Public Shares subject to redemption, are redeemed in connection with the Business Combination.

“NYSE” means The New York Stock Exchange.

“Ordinary resolution” means a resolution passed by a simple majority of the votes of the issued and outstanding TDAC Ordinary Shares that are cast by those shareholders who, being entitled to do so, vote in person or by proxy at a general meeting of the company.

“PCAOB” means the Public Company Accounting Oversight Board.

“PFIC” means passive foreign investment company.

“PIPE” or “PIPE Investment” means contemplated sale of TDAC Class A Ordinary Shares to the PIPE Investors in connection with a private placement and/or backstop arrangements.

“PIPE Investors” means potential investors of the PIPE Investment.

“Pre-Recapitalization ProLogium Ordinary Shares” means the ordinary shares of ProLogium, par value $0.0001 per share

“Pre-Recapitalization ProLogium Shares” means the Pre-Recapitalization ProLogium Ordinary Shares and ProLogium Preferred Shares.

“Private Warrants” means the warrants sold by TDAC privately to the Sponsor and BTIG, LLC simultaneously with the consummation of the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option).

“ProLogium Class A Ordinary Share” means an ordinary share of a par value of $0.0001 in the capital of the Combined Company, designated as a Class A Ordinary Share and having the rights provided for in these Articles.

“ProLogium Class B Ordinary Share” means an ordinary share of a par value of $0.0001 in the capital of the Combined Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles.

“ProLogium Class C Ordinary Share” means an ordinary share of a par value of $0.0001 in the capital of the Combined Company, designated as a Class C Ordinary Share and having the rights provided for in these Articles.

“ProLogium New Incentive Plan” means the new equity incentive plan to be approved and adopted by ProLogium prior to the Closing Date.

 

4

“ProLogium Ordinary Shares” means, collectively, the ProLogium Class A Ordinary Shares, the ProLogium Class B Ordinary Shares, the ProLogium Class C Ordinary Shares and any other class or series of ordinary shares the Combined Company may issue from time to time.

“ProLogium Preferred Shares” means (i) the series A preferred shares of ProLogium, par value $0.0001 per share, (ii) the series B preferred shares of ProLogium, par value $0.0001 per share, (iii) the series C preferred shares of ProLogium, par value $0.0001 per share, (iv) the series D preferred shares of ProLogium, par value $0.0001 per share, (v) the series E preferred shares of ProLogium, par value $0.0001 per share, and (vi) the series E+ preferred shares of ProLogium, par value $0.0001 per share.

“ProLogium Securities” means ProLogium Class A Ordinary Shares and ProLogium Warrants.

“ProLogium Shareholder Lock-Up Agreement” means the Lock-Up Agreement to be entered into by TDAC, ProLogium and certain ProLogium shareholders prior to or concurrently with the Closing.

“ProLogium Shareholder Voting Agreement” means the voting agreement dated May 27, 2026, entered into by certain shareholders of ProLogium, ProLogium and TDAC.

“ProLogium Warrants” means the warrants into which the TDAC Warrants convert at the First Merger Effective Time, each entitling its holder to purchase one ProLogium Class A Ordinary Share pursuant to the terms of the Warrant Agreement as amended by the Assignment, Assumption and Amendment Agreement.

“ProLogium’s Articles” means the Amended and Restated Memorandum and Articles of Association of the Combined Company to be adopted prior to the First Merger Effective Time and is substantially in the form set out in Annex B hereto.

“ProLogium’s Board” means the board of directors of ProLogium.

“Proposals” means the Business Combination Proposal, the Merger Proposal, the Share Issuance Proposal and the Adjournment Proposal.

“Proposed Transactions” means the transactions contemplated by the Business Combination Agreement and the Ancillary Agreements.

“Proxy statement/prospectus” means this proxy statement/prospectus included in this registration statement on Form F-4 filed with the SEC in connection with the Proposed Transactions.

“Public Shareholders” means the holders of the Public Shares.

“Public Shares” means TDAC Class A Ordinary Shares issued as part of the Units sold in the Initial Public Offering.

“Public Warrants” means the warrants included in the Units sold in the Initial Public Offering (including the underwriters’ partial exercise of their over-allotment option), each of which is exercisable for one TDAC Class A Ordinary Share, in accordance with its terms.

“Recapitalization” has the meaning given to that term in the Business Combination Agreement.

“Record Date” means [   ], 2026.

“Registration Rights Agreement” means the registration rights agreement dated December 23, 2024, entered into by TDAC, the Sponsor, and BTIG, LLC.

 

5

“Reserved ProLogium Shares” means certain shares that were previously reserved, but not issued, by ProLogium for potential share issuance under its employee share incentive plans, which were treated as issued and outstanding for purposes of calculating the Consolidation Factor under the Business Combination Agreement.

“SBCVC Shareholder” means SBCVC FUND IV, L.P.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Merger” means the merger of the First Merger Surviving Company with and into Merger Sub 2, with Merger Sub 2 surviving such as a wholly owned subsidiary of ProLogium.

“Second Merger Effective Time” means the effective time of the Second Merger.

“Second Merger Surviving Company” means Merger Sub 2, being the surviving entity of the Second Merger.

“Second Plan of Merger” means the plan of merger for the Second Merger.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Series E+ Warrants” means certain warrants issued by ProLogium to an investor in connection with ProLogium’s prior series E+ financing.

“Share Issuance Proposal” means a proposal to issue 20% or more of TDAC Ordinary Shares in connection with the Business Combination and other Proposed Transactions for purposes of complying with applicable Nasdaq listing rules.

“SHTC” means Strategic High-Tech Commodities.

“Special resolution” means a special resolution under the Companies Act, being a resolution passed by at least a two-thirds majority of the votes of the issued and outstanding TDAC Ordinary Shares that are cast by those shareholders who, being entitled to do so, vote in person or by proxy at a general meeting of the company.

“Sponsor” means TDAC Partners LLC, a Delaware limited liability company.

“Sponsor Letter Agreement” means the sponsor letter agreement dated May 27, 2026, entered into by ProLogium, TDAC and Sponsor.

“TDAC Board” means the board of directors of TDAC.

“TDAC Class A Ordinary Shares” means the Class A ordinary shares of TDAC, par value $0.0001 per share.

“TDAC Class B Ordinary Shares” means the Class B ordinary shares of TDAC, par value $0.0001 per share.

“TDAC Ordinary Shares” means the TDAC Class A Ordinary Shares and the TDAC Class B Ordinary Shares.

“TDAC Securities” means TDAC Ordinary Shares and TDAC Warrants.

 

6

“TDAC Share Redemption” means the redemption by TDAC of Public Shares pursuant to TDAC’s Articles in connection with the consummation of the Business Combination.

“TDAC Warrants” means the Private Warrants and Public Warrants.

“TDAC’s Articles” means the amended and restated memorandum and articles of association of TDAC adopted by special resolution passed on December 20, 2024, as amended by the amendment thereto adopted by special resolution and filed with the Registrar of Companies of the Cayman Islands on June 17, 2026, and as may be further amended, restated or otherwise modified from time to time, a copy of which is attached to this proxy statement/prospectus as Annex D.

“TDAC’s Board” means the board of directors of TDAC.

“Termination Date” means March 31, 2027.

“T-IFRS” means the Regulations Governing the Preparation of Financial Reports by Securities Issuers and the International Financial Reporting Standards, International Accounting Standards, IFRIC Interpretations, and SIC Interpretations endorsed and issued into effect by R.O.C. Financial Supervisory Commission.

“Trust Account” means the account established by TDAC for the benefit of its Public Shareholders pursuant to the Investment Management Trust Account Agreement, dated as of December 23, 2024, by and between TDAC and Continental Stock Transfer & Trust Company, a New York corporation.

“UFLPA” means Uyghur Forced Labor Prevention Act.

“Unit(s)” means a unit or the units issued in the Initial Public Offering, each consisting of one TDAC Class A Ordinary Share and one-half of one redeemable Public Warrant.

“U.S.” means the United States of America.

“U.S. dollar,” “US$,” “USD” and “$” mean the legal currency of the United States.

“U.S. GAAP” means United States generally accepted accounting principles.

“Working Capital Loans” means the loans which may be offered by the Sponsor or certain of its officers and directors and their respective affiliates to TDAC to fund working capital deficiencies.

 

7

QUESTIONS AND ANSWERS ABOUT THE PROPOSED TRANSACTIONS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of shareholders, including with respect to the Proposed Transactions. The following questions and answers may not include all the information that is important to TDAC’s shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Extraordinary General Meeting of TDAC’s Shareholders and the Related Proposals

 

Q.	Why am I receiving this proxy statement/prospectus?

 

A.

TDAC is proposing to consummate the Business Combination with ProLogium pursuant to the Business Combination Agreement, entered into among TDAC, ProLogium, Merger Sub 1 and Merger Sub 2. The terms of the Business Combination Agreement are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and TDAC encourages its shareholders to read it in its entirety.

The Business Combination Agreement must be adopted by the TDAC shareholders in accordance with Cayman Islands law and TDAC’s Articles. TDAC is holding the Meeting to obtain that approval. TDAC shareholders will be asked to consider and vote upon a proposal to approve the Business Combination Agreement, which, among other things, provides for Merger Sub 1 to be merged with and into TDAC, with TDAC as the First Merger Surviving Company, and immediately thereafter and as part of the same overall transaction, the First Merger Surviving Company to be merged with and into Merger Sub 2, with Merger Sub 2 as the Second Merger Surviving Company, and certain other matters related to the Business Combination, which are described in this proxy statement/prospectus. See “Proposal No. 1—The Business Combination Proposal.” This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. TDAC shareholders should read this proxy statement/prospectus and its annexes carefully and in their entirety.

 

Q.	What matters will shareholders consider at the extraordinary general meeting?

 

A.	TDAC shareholders are being asked to consider and vote on the following proposals:

 

1.

a proposal to approve the Business Combination Agreement and the transactions contemplated thereby, including the Mergers (see the section entitled “Proposal No. 1—The Business Combination Proposal”);

 

2.

a proposal to approve the First Plan of Merger and the transactions contemplated thereby (see the section entitled “Proposal No. 2—The Merger Proposal”);

 

3.

a proposal to approve for purposes of complying with applicable Nasdaq listing rules, the issuance of 20% or more of the issued and outstanding TDAC Ordinary Shares in connection with the proposed Business Combination and related financing (see the section entitled “Proposal No. 3—The Share Issuance Proposal”); and

 

4.

a proposal to approve that the Meeting be adjourned to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, TDAC would not have been authorized to consummate the Business Combination (see the section entitled “Proposal No. 4—The Adjournment Proposal”).

TDAC will hold the Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Meeting. TDAC’s shareholders should read it carefully.

 

8

The vote of shareholders is important. TDAC’s shareholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

 

Q.	Are any of the proposals conditioned on one another?

 

A.

The approval of each of the Business Combination Proposal, the Merger Proposal, and the Share Issuance Proposal (together, the “Condition Precedent Proposals”) is conditioned on the approval of each of the other Condition Precedent Proposals. The Adjournment Proposal does not require the approval of any Condition Precedent Proposal. It is important for you to note that in the event that any of the Condition Precedent Proposals is not approved, TDAC will not consummate the Business Combination.

 

Q.	What will happen upon the Closing?

 

A.

Pursuant to the Business Combination Agreement, (i) Merger Sub 1 will merge with and into TDAC with TDAC surviving the First Merger as the First Merger Surviving Company and a wholly owned subsidiary of ProLogium, and (ii) immediately following the First Merger and as part of the same overall transaction, the First Merger Surviving Company will merge with and into Merger Sub 2, with Merger Sub 2 surviving the Second Merger as the Second Merger Surviving Company and a wholly owned subsidiary of ProLogium. As a result of the Business Combination, and upon consummation of the Business Combination, the shareholders of TDAC will become the shareholders of ProLogium.

The investments held in the Trust Account and the proceeds from the financing transactions in connection with the Business Combination will be used by ProLogium for working capital and general corporate purposes following the consummation of the Business Combination. In connection with the Closing, ProLogium’s Board and shareholders of ProLogium will adopt ProLogium’s Articles.

In addition, prior to the date of the First Merger Effective Time, it is contemplated that certain PIPE Investors will subscribe for TDAC Class A Ordinary Shares pursuant to the PIPE Investments.

At the Closing, the ProLogium Shareholder Lock-Up Agreement and the New Registration Rights Agreement will be entered into, and the Registration Rights Agreement, dated as of December 23, 2024, among TDAC, the Sponsor, and BTIG, LLC, will terminate.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. For ProLogium’s organizational structure chart upon consummation of the Business Combination, please see the section entitled “Proposal No. 1—The Business Combination Proposal—Organizational Structure.”

 

Q.	Why is TDAC proposing the Business Combination Proposal?

 

A.

TDAC was organized for the purpose of effecting a merger, share capital exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TDAC is not limited to any particular industry or sector, but intended to focus in the industries that complement TDAC’s management team’s background.

TDAC received $174,225,000 from its IPO (including net proceeds from the exercise in full by the underwriters of their over-allotment option) and sale of the Private Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the TDAC Governing Document, the funds held in the Trust Account will be released upon the Closing. See the question entitled “What happens to the funds held in the Trust Account upon the Closing?”

There currently are 19,308,803 TDAC Ordinary Shares outstanding, consisting of 14,651,303 Public Shares and 4,657,500 Founder Shares. Of the Founder Shares, 4,657,499 are TDAC Class A Ordinary Shares issued to the Sponsor upon conversion of an equal number of TDAC Class B Ordinary Shares on June 12, 2026, and one is a TDAC Class B Ordinary Share that remains issued and outstanding. In addition, there currently are 15,700,000 TDAC Warrants outstanding, consisting of 8,625,000 Public Warrants and

 

9

7,075,000 Private Placement Warrants. Each whole TDAC Warrant entitles the holder thereof to purchase one share of TDAC Class A Ordinary Shares at a price of $11.50 per share. The TDAC Warrants will become exercisable 30 days after the Closing and will expire at 5:00 p.m., New York City time, five years after the Closing or earlier upon redemption or liquidation. The Private Warrants, however, are non-redeemable so long as they are held by the Sponsor or its permitted transferees, except as otherwise described.

Under the TDAC Governing Document, TDAC must generally provide the holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of TDAC’s initial business combination in conjunction with a shareholder vote.

 

Q.	What equity stake will current TDAC Shareholders and ProLogium Shareholders hold in the Combined Company immediately after the consummation of the Business Combination?

 

A.

The following tables illustrate estimated ownership levels in the Combined Company, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders. Each redemption scenario assumes that the Minimum Available Cash Condition is met through assumed illustrative PIPE Financing.

 

10

The following table illustrates varying ownership levels of the Combined Company immediately following the Business Combination:

 

		No Redemption Scenario																				25% Redemptions Scenario																				50% Redemptions Scenario
Pro Forma Ownership		ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power(1)				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power(1)				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power(1)
Public Shareholders(2)			17,250,000				—				—				4.3	%			1.5	%			12,937,500				—				—				3.3	%			1.1	%			8,625,000				—				—				2.2	%			0.7	%
Sponsor			4,657,500				—				—				1.2	%			0.4	%			4,657,500				—				—				1.2	%			0.4	%			4,657,500				—				—				1.2	%			0.4	%
ProLogium Shareholders other than Founder Parties, SBCVC Shareholder, New Epoch, and New Horizon Shareholders			175,981,734				—				—				44.4	%			14.8	%			175,981,734				—				—				44.3	%			14.8	%			175,981,734				—				—				44.3	%			14.8	%
Founder Parties			—				60,052,532				—				15.1	%			60.6	%			—				60,052,532				—				15.1	%			60.6	%			—				60,052,532				—				15.1	%			60.6	%
SBCVC Shareholder, New Epoch, and New Horizon Shareholders			—				—				132,164,371				33.3	%			22.2	%			—				—				132,164,371				33.3	%			22.2	%			—				—				132,164,371				33.3	%			22.2	%
Assumed PIPE Investors(3)			6,672,900				—				—				1.7	%			0.5	%			11,254,700				—				—				2.8	%			0.9	%			15,836,500				—				—				3.9	%			1.3	%
Total			204,562,134				60,052,532				132,164,371				100.0	%			100.0	%			204,831,434				60,052,532				132,164,371				100.0	%			100.0	%			205,100,734				60,052,532				132,164,371				100.0	%			100.0	%

 

11

		75% Redemptions Scenario																				100% Redemptions Scenario
Pro Forma Ownership		ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power(1)				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power(1)
Public Shareholders(2)			4,312,500				—				—				1.1	%			0.4	%			—				—				—				0.0	%			0.0	%
Sponsor			4,657,500				—				—				1.2	%			0.4	%			4,657,500				—				—				1.2	%			0.4	%
ProLogium Shareholders other than Founder Parties, SBCVC Shareholder, New Epoch, and New Horizon Shareholders			175,981,734				—				—				44.3	%			14.8	%			175,981,734				—				—				44.2	%			14.8	%
Founder Parties			—				60,052,532				—				15.1	%			60.5	%			—				60,052,532				—				15.1	%			60.5	%
SBCVC Shareholder, New Epoch, and New Horizon Shareholders			—				—				132,164,371				33.2	%			22.2	%			—				—				132,164,371				33.2	%			22.2	%
Assumed PIPE Investors(3)			20,418,200				—				—				5.1	%			1.7	%			25,000,000				—				—				6.3	%			2.1	%
Total			205,369,934				60,052,532				132,164,371				100.0	%			100.0	%			205,639,234				60,052,532				132,164,371				100.0	%			100.0	%

(1)

Each ProLogium Class A Ordinary Share will entitle the holder thereof to one (1) vote per share on all matters on which the ProLogium Class A Ordinary Shares are entitled to vote, each ProLogium Class B Ordinary Share will entitle the holder thereof to twelve (12) votes per share on all matters on which the ProLogium Class B Ordinary Shares are entitled to vote, and each ProLogium Class C Ordinary Share will entitle the holder thereof to two (2) votes per share on all matters on which the ProLogium Class C Ordinary Shares are entitled to vote.

(2)

Amount comprises the unredeemed Public Shares in a variety of redemption scenarios. This amount reflects the assumed redemption of (i) 0 shares under the No Redemption Scenario, (ii) 4,312,500 shares under the 25% Redemptions Scenario, (iii) 8,625,000 shares under the 50% Redemptions Scenario, (iv) 12,937,500 shares under the 75% Redemptions Scenario, and (v) 17,250,000 shares under the 100% Redemptions Scenario.

(3)

Amount reflects the ProLogium Class A Ordinary Shares that would be issued assuming the levels of PIPE Investment required to satisfy the Minimum Available Cash Condition at each assumed level of redemption and assumes no additional financing or other financing. These amounts reflect approximately (i) $66.7 million of PIPE Investment in the No Redemption Scenario, (ii) $112.5 million of PIPE Investment in the 25% Redemptions Scenario, (iii) $158.4 million of PIPE Investment in the 50% Redemptions Scenario, (iv) $204.2 million of PIPE Investment in the 75% Redemptions Scenario, and (v) $250.0 million of PIPE Investment in the 100% Redemptions Scenario. As of the date of this proxy statement/prospectus, there has been no binding agreement for a PIPE Investment or other financing.

 

12

The following table illustrates varying ownership levels of the Combined Company immediately following the Business Combination on a fully diluted basis:⁽¹⁾

 

		No Redemption Scenario																				25% Redemptions Scenario																				50% Redemptions Scenario
Pro Forma Ownership		ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power
Public Shareholders(2)			25,875,000				—				—				6.0	%			1.9	%			21,562,500				—				—				5.0	%			1.6	%			17,250,000				—				—				4.0	%			1.3	%
Sponsor(3)			11,732,500				—				—				2.7	%			0.9	%			11,732,500				—				—				2.7	%			0.9	%			11,732,500				—				—				2.7	%			0.9	%
ProLogium Shareholders other than Founder Parties, SBCVC Shareholder, New Epoch, and New Horizon Shareholders(4)			188,369,152				—				—				43.4	%			14.2	%			188,369,152				—				—				43.3	%			14.2	%			188,369,152				—				—				43.3	%			14.2	%
Founder Parties(5)			—				69,466,477				—				16.0	%			62.6	%			—				69,466,477				—				16.0	%			62.6	%			—				69,466,477				—				16.0	%			62.6	%
SBCVC Shareholder, New Epoch, and New Horizon Shareholders			—				—				132,164,371				30.4	%			19.9	%			—				—				132,164,371				30.4	%			19.9	%			—				—				132,164,371				30.4	%			19.9	%
Assumed PIPE Investors			6,672,900				—				—				1.5	%			0.5	%			11,254,700				—				—				2.6	%			0.8	%			15,836,500				—				—				3.6	%			1.1	%
Total			232,649,552				69,466,477				132,164,371				100.0	%			100.0	%			232,918,852				69,466,477				132,164,371				100.0	%			100.0	%			233,188,152				69,466,477				132,164,371				100.0	%			100.0	%

 

13

		75% Redemptions Scenario																				100% Redemptions Scenario
Pro Forma Ownership		ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power				ProLogium Class A Ordinary Shares				ProLogium Class B Ordinary Shares				ProLogium Class C Ordinary Shares				Percent of Outstanding ProLogium Ordinary Shares				Percent of Voting Power
Public Shareholders(2)			12,937,500				—				—				3.0	%			1.0	%			8,625,000				—				—				2.0	%			0.6	%
Sponsor(3)			11,732,500				—				—				2.7	%			0.9	%			11,732,500				—				—				2.7	%			0.9	%
ProLogium Shareholders other than Founder Parties, SBCVC Shareholder, New Epoch, and New Horizon Shareholders(4)			188,369,152				—				—				43.3	%			14.1	%			188,369,152				—				—				43.3	%			14.1	%
Founder Parties(5)			—				69,466,477				—				16.0	%			62.6	%			—				69,466,477				—				16.0	%			62.6	%
SBCVC Shareholder, New Epoch, and New Horizon Shareholders			—				—				132,164,371				30.4	%			19.9	%			—				—				132,164,371				30.4	%			19.8	%
Assumed PIPE Investors			20,418,200				—				—				4.6	%			1.5	%			25,000,000				—				—				5.6	%			2.0	%
Total			233,457,352				69,466,477				132,164,371				100.0	%			100.0	%			233,726,652				69,466,477				132,164,371				100.0	%			100.0	%

(1)

This table makes the same assumptions as in the preceding ownership table, except that this table reflects the 8,625,000 TDAC Class A Ordinary Shares underlying the Public Warrants, the 7,075,000 TDAC Class A Ordinary Shares underlying the Private Warrants, the 11,171,816 shares representing certain shares that were previously reserved, but not issued, by ProLogium for potential share issuance under its employee share incentive plans, which were treated as issued and outstanding for purposes of calculating the Consolidation Factor under the Business Combination Agreement (“Reserved ProLogium Shares”). The number of Reserved ProLogium Shares may be subject to change as a result of grant of awards under the ProLogium New Incentive Plan.

(2)	Includes the 8,625,000 shares underlying the Public Warrants.

(3)	Includes the 7,075,000 shares underlying the Private Warrants.

(4)

Includes: (i) 11,171,816 shares representing the Reserved ProLogium Shares and (ii) the 1,215,601 shares underlying certain warrants issued by ProLogium to an investor in connection with ProLogium’s prior series E+ financing (“Series E+ Warrants”). Shares underlying the Series E+ Warrants were treated as issued and outstanding for purposes of calculating the Consolidation Factor under the Business Combination Agreement.

(5)	Includes 9,413,945 shares underlying the ProLogium Founder Warrants. Shares underlying the ProLogium Founder Warrants were treated as issued and outstanding for purposes of calculating the Consolidation Factor under the Business Combination Agreement.

In addition to the changes in percentage ownership depicted above, variation in the levels of redemptions will impact the dilutive effect of certain equity issuances related to the Business Combination, which would not otherwise be present in an underwritten public offering. Increasing levels of redemptions will increase the dilutive effect of these issuances on non-redeeming holders of the Public Shares. If the amount of PIPE Investment or additional financing is greater than the assumptions above, such financing would further increase dilution to Public Shareholders, and the amount of such potential additional dilution will not be calculable until definitive agreements for a PIPE Investment and/or additional financing are entered into, if any.

All of the relative percentages above are for illustrative purposes only and are based upon certain assumptions as described in the section entitled “Frequently Used Terms” and, with respect to the determination of the “100% Redemptions,” the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” Should one or more of the assumptions prove incorrect, actual

 

14

ownership percentages may vary materially from those described in this proxy statement/prospectus as anticipated, believed, estimated, expected or intended. See “Unaudited Pro Forma Condensed Combined Financial Information.”

 

Q.	What are the material differences in the rights of securityholders as a result of the multiple-class structure?

 

A.

Shares of ProLogium Class B Ordinary Shares will have 12 votes per share and shares of ProLogium Class C shares will have two votes per share, while shares of ProLogium Class A Ordinary Shares will have one vote per share. The holders of the ProLogium Class B Ordinary Shares will control approximately [  ]% of the voting power of the Combined Company’s share capital, and the holders of ProLogium Class C Ordinary Shares will control approximately [  ]% of the voting power of the Combined Company’s share capital, and will collectively be able to control matters submitted to its shareholders for approval, including the election of directors, amendments of its organizational documents and any merger, consolidation, sale of all or substantially all of Combined Company’s assets or other major corporate transactions. Even though these holders are not party to any agreement that requires them to vote together, they may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.

Additionally, the Combined Company cannot predict whether its multiple-class structure will result in a lower or more volatile market price of ProLogium Class A Ordinary Shares or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of ordinary shares are excluded.

See the sections entitled “Description of ProLogium Securities” and “Risk Factors.”

 

Q.	Who will be the officers and directors of the Combined Company if the Business Combination is consummated?

 

A.

ProLogium and TDAC also anticipate that, immediately following the Closing, the Combined Company Board shall consist of Szu-Nan (Vincent) Yang, Michael B. Hoffman, Dirk Jacobus Coetzee, Leo Tong Chen, Antony Michael Sheriff and Chia-Chen (Jonathan) Lin. ProLogium and TDAC also anticipate that two additional non-executive directors and one additional independent non-executive director will join the Combined Company Board upon consummation of the Proposed Transactions.

Immediately following the Closing, we expect that the following will be the officers of the Combined Company: Szu-Nan (Vincent) Yang is expected to serve as Chief Executive Officer and Chief Technology Officer, Pan-Yun (Ben) Lee is expected to serve as Head of Finance and Accounting, Dmitry Belov is expected to serve as Chief Scientist and Head of European R&D, Wen-Kai (Calvin) Hsieh is expected to serve as Head of Manufacturing, Chia-Chi (Rachel) Huang is expected to serve as Head of Global Quality Assurance, Meng-Hung (Simon) Wu is expected to serve as Head of Product & Business Development, and Yi-Ming Wang is expected to serve as Head of Supply Chain. See the section entitled “Management of ProLogium Following the Business Combination.”

 

Q.	What happens if I sell my TDAC Ordinary Shares before the extraordinary general meeting of shareholders?

 

A.

The Record Date for the extraordinary general meeting of shareholders is earlier than the expected Closing Date. If you transfer your TDAC Ordinary Shares after the Record Date, but before the extraordinary general meeting of shareholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting of shareholders. However, you will not be

 

15

entitled to receive any ProLogium Ordinary Shares following the Closing because only TDAC’s shareholders and ProLogium’s shareholders on the date of the Closing will be entitled to receive ProLogium Ordinary Shares in connection with the Closing.

 

Q.	What vote is required to approve the proposals presented at the extraordinary general meeting of shareholders?

 

A.

The approval of the Business Combination Proposal, Share Issuance Proposal, and Adjournment Proposal requires an ordinary resolution as a matter of Cayman Islands law, being the affirmative vote of a majority of TDAC Ordinary Shares who being entitled to do so, attend in person or by proxy and vote thereon at the extraordinary general meeting. Abstentions and broker non-votes, while counted as present for the purposes of establishing a quorum, do not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Our Sponsor, officers, directors and independent directors have agreed to vote any TDAC Ordinary Shares held by them in favor of the Business Combination. TDAC expects that the Sponsor, officers, directors and independent directors (and their permitted transferees) will own at least approximately 20% of the outstanding shares of TDAC Ordinary Shares at the time of any such shareholder vote.

The approval of the Merger Proposal will require a “special resolution” as a matter of Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds of TDAC Ordinary Shares who, being entitled to do so, attend in person or represented by proxy and vote thereon at the Meeting. Abstentions and broker non-votes, while counted as present for the purposes of establishing a quorum, do not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

Together, the Business Combination Proposal, Share Issuance Proposal and Merger Proposal constitute the Condition Precedent Proposals.

The Adjournment Proposal does not require the approval of the Condition Precedent Proposals to be effective. It is important for you to note that in the event that any Condition Precedent Proposal is not approved, TDAC will not consummate the Business Combination.

 

Q.	Have any ProLogium shareholders entered into agreements with TDAC to vote in favor of the Business Combination?

 

A.

Yes. The Business Combination needs to be approved by the ProLogium shareholders. Concurrently with the execution of the Business Combination Agreement, ProLogium, TDAC and certain shareholders of ProLogium (the “ProLogium Voting Shareholders”) entered into a voting agreement (the “ProLogium Shareholder Voting Agreement”), pursuant to which each ProLogium Voting Shareholder agreed to, among other things, (i) attend any ProLogium shareholder meeting to establish a quorum for the purpose of approving the Business Combination, and (ii) vote the ProLogium securities held by such ProLogium Voting Shareholder in favor of approving the transactions contemplated by the Business Combination Agreement.

For further information, please see the section entitled “Summary of the Proxy Statement/Prospectus—ProLogium Shareholder Voting Agreement.”

 

Q.	May TDAC or TDAC’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

 

A.

In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor and TDAC’s directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares or warrants or a combination thereof prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of

 

16

ProLogium. None of the Sponsor, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such shareholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise his or her redemption rights. In the event that the Sponsor, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to TDAC for use in the Business Combination.

 

Q.	How many votes do I have at the extraordinary general meeting of shareholders?

 

A.	TDAC’s shareholders are entitled to one vote at the extraordinary general meeting for each share of TDAC Ordinary Shares held of record as of the Record Date. As of the close of business on the Record Date, there were [   ] outstanding shares of TDAC Ordinary Shares.

 

Q.	What interests do TDAC’s current officers and directors have in the Business Combination?

 

A.	TDAC’s executive officers and directors may have interests in the Business Combination that are different from, in addition to, or in conflict with yours. These interests include:

 

•

The Sponsors and TDAC’s officers and directors, and their respective affiliates, are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on TDAC’s behalf, such as identifying and investigating possible business targets and business combinations. However, if TDAC fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, TDAC may not be able to reimburse these expenses if the Business Combination with ProLogium or another business combination is not completed by March 31, 2027 (or a later date approved by TDAC’s shareholders pursuant to TDAC’s Articles). As of the date of this proxy statement/prospectus, there are no unpaid reimbursable expenses.

 

•

The current directors and officers of TDAC will continue to be indemnified by TDAC and will continue to be covered by the directors’ and officers’ liability insurance after the Business Combination.

 

•

Michael B. Hoffman, director and Chief Executive Officer of TDAC and a managing member of the Sponsor, will be a member of ProLogium’s Board following the Closing and, therefore, in the future, Mr. Hoffman may be entitled to receive such compensation, if any, as may be determined by ProLogium’s Board from time to time, which may include cash fees, share options or share-based awards.

 

•

TDAC’s Articles contain a waiver of the corporate opportunity doctrine. With such waiver, there could be business combination targets that may be suitable or worth consideration for a combination with TDAC but not offered due to a TDAC director’s duties to another entity. TDAC does not believe that the potential conflict of interest relating to the waiver of the corporate opportunities doctrine in TDAC’s Articles impacted its search for an acquisition target and TDAC was not prevented from reviewing any opportunities as a result of such waiver.

These interests may influence TDAC’s directors in making their recommendation to vote in favor of the approval of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus.

 

17

Q.	Did the TDAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.

The TDAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. The TDAC Board believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its shareholders. The TDAC Board also determined, without seeking a valuation from a financial advisor, that ProLogium’s fair market value was at least [   ]% of TDAC’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of the TDAC Board as described above in valuing ProLogium’s business and assuming the risk that the TDAC Board may not have properly valued such business.

 

Q.	What factors did the TDAC Board consider in determining whether or not to proceed with the Business Combination?

 

A.

The TDAC Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to: (i) the due diligence conducted by TDAC’s management and the TDAC Board; (ii) ProLogium’s outlook, financial plan, cash position, absence of indebtedness, customer contracts and capital expenditure plan; (iii) the public trading market valuation of comparable pure-play EV/component companies; (iv) ProLogium’s management team, which is expected to remain with the Combined Company to seek to execute the strategic and growth goals of the combined business; (v) other business combination opportunities reasonably available to TDAC; and (vi) the financial and other terms of the Business Combination Agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between TDAC and ProLogium.

The TDAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to: (i) ProLogium’s status as a pre-revenue company, and the risk that it may not be able to execute on its business plan; (ii) macroeconomic uncertainty and the effects it could have on the revenues of the combined business; (iii) the potential that a significant number of TDAC shareholders elect to redeem their shares prior to the Closing and pursuant to TDAC’s existing charter; (iv) the risk that TDAC’s or ProLogium’s shareholders may fail to provide the respective votes and written consents, respectively, necessary to effect the Business Combination; (v) the fact that the Closing is conditioned on the satisfaction of certain closing conditions that are not within TDAC’s control; (vi) the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin the Closing; (vii) the risks that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe; (viii) the risk that TDAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination; (ix) the fact that TDAC shareholders will hold a minority position in the Combined Company; (x) the interests of the TDAC Board and officers in the Business Combination (see “—Interests of TDAC’s Directors and Officers in the Business Combination”); and (xi) various other risk factors associated with ProLogium’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

See the sections entitled “The Business Combination—TDAC’s Board of Directors’ Reasons for the Approval of the Business Combination.”

 

Q.	What happens if the Business Combination Proposal is not approved?

 

A.

If the Business Combination Proposal is not approved, TDAC will look for other opportunities to consummate an initial business combination by June 24, 2027, pursuant to its amended and restated memorandum and articles of association, as then in effect. If TDAC does not consummate an initial business combination by such date, TDAC will either amend its amended and restated memorandum and articles of

 

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association to extend the date by which TDAC must consummate an initial business combination, or TDAC will be required to dissolve and liquidate the Trust Account.

 

Q.	Do I have redemption rights?

 

A.

If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the Closing, including interest earned on the funds held in the Trust Account and not previously released to TDAC to pay TDAC’s taxes, net of taxes payable, upon the Closing. The per share amount TDAC will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions TDAC will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and any Public Shares that it may have acquired during or after the IPO in connection with the completion of TDAC’s initial business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of $[   ] million on [   ], the per share redemption price would have been $[10.00]. Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by TDAC and up to $[   ] of interest to pay dissolution expenses), in connection with the liquidation of the Trust Account.

 

Q.	Is there a limit on the number of shares I may redeem?

 

A.

A Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act) will be restricted from redeeming his or her shares with respect to more than an aggregate of 15% of the Public Shares without TDAC’s prior consent. Accordingly, all shares in excess of 15% of the Public Shares owned by a holder will not be redeemed. On the other hand, a Public Shareholder who holds 15% or less of the Public Shares may redeem all of the Public Shares held by him or her for cash.

 

Q.	Will my ability to exercise redemption rights be affected by how I vote?

 

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of the Nasdaq.

 

Q.	How do I exercise my redemption rights?

 

A.

In order to exercise your redemption rights, you must, prior to [   ] on [   ], 2026 (two business days before the Meeting), (i) submit a written request to TDAC’s transfer agent that TDAC redeem your Public Shares for cash, and (ii) deliver your shares to TDAC’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). The address of Continental Stock Transfer & Trust Company, TDAC’s transfer agent, is listed under the question “Who can help answer my questions?” below. TDAC requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical share certificates.

 

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A physical share certificate will not be needed if your shares are delivered to TDAC’s transfer agent electronically. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC and TDAC’s transfer agent will need to act to facilitate the request. It is TDAC’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because TDAC does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical share certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with TDAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to TDAC’s transfer agent and decide within the required time frame not to exercise your redemption rights, you may request that TDAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting TDAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

 

Q.	What are the U.S. federal income tax consequences of exercising my redemption rights?

 

A.

TDAC shareholders who exercise their redemption rights to receive cash from the Trust Account in exchange for their Public Shares generally will be required to treat the transaction as a sale of such shares and recognize gain or loss upon the redemption in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of TDAC Class A Ordinary Shares redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A shareholder’s tax basis in his or her shares of TDAC Class A Ordinary Shares generally will equal the cost of such shares. A shareholder who purchased TDAC Units will have to allocate the cost between the shares of TDAC Class A Ordinary Shares or TDAC Warrants comprising the TDAC Units based on their relative fair market values at the time of the purchase. See the sections entitled “Description of ProLogium Securities” and “Risk Factors.”

 

Q.	If I hold TDAC Warrants, can I exercise redemption rights with respect to my warrants?

 

A.	No. There are no redemption rights with respect to the TDAC Warrants.

 

Q.	Do I have appraisal rights if I object to the proposed Business Combination?

 

A.	No. There are no appraisal rights available to holders of TDAC Ordinary Shares in connection with the Business Combination.

 

Q.	What happens to the funds held in the Trust Account upon Closing?

 

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Public Shareholders who properly exercise their redemption rights and (ii) expenses incurred by ProLogium and TDAC in connection with the Proposed Transactions, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Business Combination.

 

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The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting fee.

 

(In thousands, except share and per share data)		As of March 31, 2026
Trust Account Value		$	183,271
Total Public Shares			17,250,000
Total Account Value per Public Share		$	10.62

 

		No Redemption Scenario(1)				25% Redemptions Scenario(2)				50% Redemptions Scenario(3)				75% Redemptions Scenario(4)				100% Redemptions Scenario(5)
Redemptions		$	—			$	(45,818	)		$	(91,636	)		$	(137,453	)		$	(183,271	)
Redemptions, shares			—				(4,312,500	)			(8,625,000	)			(12,937,500	)			(17,250,000	)
Deferred underwriting fee		$	(6,038	)		$	(6,038	)		$	(6,038	)		$	(6,038	)		$	(6,038	)
Cash left in Trust Account post redemptions less deferred underwriting fee		$	177,233			$	131,415			$	85,598			$	39,780			$	(6,038	)
Public Shares post-redemptions			17,250,000				12,937,500				8,625,000				4,312,500				—
Remaining trust proceeds per Public Share		$	10.27			$	10.16			$	9.92			$	9.22			$	N/A

(1)	This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the deferred underwriting fee of approximately $6.0 million using the funds in the Trust Account.

(2)

This scenario assumes that 4,312,500 Public Shares, or approximately 25% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $45.8 million (based on the estimated per-share redemption price of approximately $10.62 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $6.0 million using the funds in the Trust Account.

(3)

This scenario assumes that 8,625,000 Public Shares, or approximately 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $91.6 million (based on the estimated per-share redemption price of approximately $10.62 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $6.0 million using the funds in the Trust Account.

(3)

This scenario assumes that 12,937,500 Public Shares, or 75% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $137.5 million (based on the estimated per-share redemption price of approximately $10.62 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $6.0 million using the funds in the Trust Account.

(4)

This scenario assumes that 17,250,000 Public Shares, or 100% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $183.3 million (based on the estimated per-share redemption price of approximately $10.62 per share) from the Trust Account based on funds in the Trust Account as of March 31, 2026, which is a redemptions scenario that could occur. This scenario also assumes payment of the deferred underwriting fee of approximately $6.0 million using the funds in the Trust Account.

 

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Q.	What happens if the Business Combination is not consummated?

 

A.

There are certain circumstances under which the Business Combination Agreement may be terminated. If, as a result of the termination of the Business Combination Agreement or otherwise, the Business Combination is not consummated, TDAC will look for other opportunities to consummate an initial business combination by June 24, 2027, pursuant to its amended and restated memorandum and articles of association, as then in effect. If TDAC does not consummate an initial business combination by then, TDAC will either amend its amended and restated memorandum and articles of association to extend the date by which TDAC must consummate an initial business combination, or TDAC will be required to dissolve and liquidate the Trust Account. See the section entitled “The Business Combination Agreement” for information regarding the parties’ specific termination rights.

 

Q.	When is the Business Combination expected to be consummated?

 

A.	It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting of shareholders, provided that all other conditions to the Closing have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement.”

 

Q.	What do I need to do now?

 

A.

You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

 

Q.	How do I vote?

 

A.	If you were a holder of record of TDAC Ordinary Shares on [   ], 2026, the Record Date for the extraordinary general meeting of shareholders, you may vote with respect to the applicable proposals in any of the following ways, if available:

 

1.

Vote by Mail: by signing, dating and returning the enclosed proxy card in the accompanying postage-paid envelope;

 

2.

Vote by Internet: visit the website shown on your proxy card to vote via the internet, 24 hours a day, seven days a week, until 11:59 p.m., Eastern Time, on [   ], 2026;

 

3.

Vote by Phone: by calling the toll-free number on your proxy card (within the United States or Canada); or

 

4.

Vote at the Extraordinary General Meeting: by attending the extraordinary general meeting and voting in person. You will be given a ballot when you arrive.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. Simply complete, sign and date your voting instruction card and return it in the postage-paid envelope provided to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker, bank or other nominee. If you wish to attend the extraordinary general meeting of shareholders and vote in person, you must obtain a proxy from your broker, bank or other nominee.

 

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Q.	What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

 

A.

At the extraordinary general meeting of shareholders, TDAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal and the Proposals, and will have no effect on any of the other proposals.

 

Q.	What will happen if I sign and return my proxy card without indicating how I wish to vote?

 

A.	Signed and dated proxies received by TDAC without an indication of how the shareholder intends to vote on a proposal will be voted in favor of each proposal presented to the shareholders.

 

Q.	Do I need to attend the extraordinary general meeting of shareholders to vote my shares?

 

A.

No. You are invited to attend the extraordinary general meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the extraordinary general meeting of shareholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope or vote via the internet or by phone as described above. Your vote is important. TDAC encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

 

Q.	If I am not going to attend the extraordinary general meeting of shareholders in person, should I return my proxy card instead?

 

A.	Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

 

Q.	If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?

 

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the extraordinary general meeting of shareholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. In addition, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.

 

Q.	May I change my vote after I have mailed my signed proxy card?

 

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to TDAC’s secretary at the address listed below prior to the vote at the extraordinary general meeting of shareholders, or by attending the extraordinary general meeting and voting in person. You may also revoke your proxy by sending a notice of revocation to TDAC’s secretary, provided such revocation is received prior to the vote at the extraordinary general meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or other nominee to change your vote.

 

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Q.	What should I do if I receive more than one set of voting materials?

 

A.

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

 

Q.	What is the quorum requirement for the extraordinary general meeting of shareholders?

 

A.

A quorum will be present at the extraordinary general meeting of shareholders if a majority of the TDAC Ordinary Shares outstanding and entitled to vote at the Meeting is represented in person or by proxy. In the absence of a quorum, a majority of TDAC’s shareholders, present in person or represented by proxy, and voting thereon will have the power to adjourn the extraordinary general meeting.

As of the Record Date for the extraordinary general meeting, [   ] TDAC Ordinary Shares would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the extraordinary general meeting of shareholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by shareholders present at the extraordinary general meeting or by proxy may authorize adjournment of the extraordinary general meeting to another date.

 

Q.	What happens to the TDAC Warrants I hold if I vote my shares of TDAC Class A Ordinary Shares against approval of the Business Combination Proposal and validly exercise my redemption rights?

 

A.	A holder voting his or her TDAC Class A Ordinary Shares against the Business Combination Proposal and/or exercising his or her redemption rights will not affect any TDAC Warrants held by such holder, which will be converted into ProLogium Warrants following the Closing.

 

Q.	Who will solicit and pay the cost of soliciting proxies?

 

A.

TDAC will pay the cost of soliciting proxies for the extraordinary general meeting. TDAC has engaged Sodali & Co. (“Sodali”) to assist in the solicitation of proxies for the extraordinary general meeting. TDAC has agreed to pay Sodali a fee of $17,500. TDAC will reimburse $[   ] for reasonable out-of-pocket expenses and will indemnify Sodali and its affiliates against certain claims, liabilities, losses, damages and expenses. TDAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of TDAC Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of TDAC Ordinary Shares and in obtaining voting instructions from those owners. TDAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person; however, they will not be paid any additional amounts for soliciting proxies.

 

Q.	Who can help answer my questions?

 

A.	If you have questions about the shareholder proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card, you should contact our proxy solicitor at:

Sodali & Co.

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Telephone: (800) 662-5200

(banks and brokers can call collect at (203) 658-9400)

Email: TDAC.info@investor.sodali.com

 

24

You may also contact TDAC at:

Translational Development Acquisition Corp.

52 E. 83rd Street

New York, New York 10028

Tel: (917) 979-3072

To obtain timely delivery, TDAC’s shareholders and warrant holders must request the materials no later than five business days prior to the extraordinary general meeting.

You may also obtain additional information about TDAC from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your shares (either physically or electronically) to TDAC’s transfer agent prior to 5:00 p.m., Eastern Time, on the second business day prior to the extraordinary general meeting of shareholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Mr. Mark Zimkind

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

E-mail: mzimkind@continentalstock.com

 

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. The value of your investment in ProLogium following consummation of the Business Combination will be subject to the significant risks affecting ProLogium and inherent in the industry in which ProLogium operates. You should carefully consider the risks and uncertainties described below and other information included in this proxy statement/prospectus. If any of the events described below occur, the post-acquisition business and financial results could be adversely affected in a material way. This could cause the trading price of ProLogium Class A Ordinary Shares to decline, perhaps significantly, and you therefore may lose all or part of your investment.

RISKS RELATED TO PROLOGIUM

Unless the context otherwise requires, references in this subsection “Risks Related to ProLogium” to “we,” “us,” and “our” generally refer to ProLogium in the present tense or the Combined Company from and after the Business Combination.

Risks Related to the Development and Commercialization of Our Product and Technology

The pace of battery technology development and commercialization is inherently uncertain and difficult to predict. Delays in, or failure to achieve, our development objectives could delay, limit or prevent our ability to generate revenue from our next-generation lithium ceramic battery technology. Expectations for when we will achieve various technical and production-level performance objectives depend in large part upon assumptions, estimates, measurements, testing, analyses and data developed and performed by us, which may be incorrect or flawed.

Our expectations regarding the timing of achieving various technical, manufacturing and commercialization milestones are based on our current estimates and assumptions. The achievement and timing of these milestones are subject to numerous risks and uncertainties, many of which are beyond our control, including:

 

•

the success and timing of our development activities, including our ability to develop our next generation lithium ceramic technologies with desired qualities and performance metrics;

 

•

the success and timing of commercialization of our battery technology across electric vehicles (“EVs”), aerospace, robotics, energy storage systems (“ESS”), including battery backup units (“BBUs”) for AI data centers, maritime and other high-performance applications;

 

•

our ability to successfully complete customer qualification and validation processes and convert customer development, testing and validation programs into commercial production arrangements and meaningful revenue;

 

•

the extent of customer and market acceptance of our battery technology and products incorporating our technology;

 

•

our ability to construct, commission and ramp up our planned manufacturing facilities, including the Dunkirk plant project, on the expected timeline and within budget, and to align capacity expansion with customer demand and commercialization progress;

 

•

our ability to satisfy the conditions associated with milestone-based government subsidies for the Dunkirk site, including eligible expenditures and production capacity milestones;

 

•

our ability to obtain, maintain, protect and enforce our intellectual property rights, including patents, trade secrets and proprietary manufacturing know-how, and the risk that intellectual property ownership, licensing, compensation arrangements, infringement claims or other disputes may adversely affect our business, technology development, commercialization efforts or competitive position;

 

49

•

our ability to establish, qualify and maintain reliable, scalable and traceable supply chains for raw materials, components, equipment and manufacturing services;

 

•

our ability to manage growth, expand our operating and financial reporting infrastructure, and maintain effective internal controls as we transition to being a public company;

 

•

competition from established battery manufacturers, automotive OEMs with internal battery programs, battery suppliers and other companies developing solid-state, semi-solid-state, lithium-metal, silicon-anode or other next-generation battery technologies;

 

•

our ability to retain key management and technical personnel and attract, integrate and retain scientists, engineers, manufacturing personnel and other qualified employees; and

 

•

general macroeconomic, geopolitical, trade policy, tariff, interest rate, foreign exchange and capital market conditions, including conditions affecting customer purchasing decisions, supply chains and financing availability.

Unfavorable changes in any of these or other factors beyond our control have impeded, and could continue to impede, our ability to achieve our objectives when planned. We may continue to experience unfavorable changes in factors beyond our control, and such unfavorable changes could have a material adverse effect on our business, prospects, results of operations, and financial condition. Additionally, we cannot predict market reaction or the impact on the price of our Class A Ordinary Shares and ProLogium Warrants as we make announcements regarding our achievement, or failure to achieve, our objectives and publicly-disclosed milestones. Negative market reactions could result in volatility of the price of our Class A Ordinary Shares and Warrants.

The development and commercialization of our next-generation lithium ceramic battery technologies are complex, and delays in product development, customer validation or manufacturing scale-up could adversely affect our business and prospects.

We are continuing to develop and commercialize next-generation lithium ceramic battery technologies for EVs, aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other applications requiring high energy density, fast-charging capability, enhanced safety and reliability. Although we commercialized solid-state batteries in 2013 for use in extended battery cases for smartphones and have delivered products and samples to collaborative partners and customers since then, the broader commercialization of our next-generation battery technologies remains subject to significant technical, manufacturing and commercial uncertainties.

Our “Gen 4” or “Next Generation Battery 2.0” or “Superfluidized Inorganic Lithium Ceramic Battery” platform and future technology roadmap require continued development, optimization and validation of product performance, manufacturability, quality consistency and cost efficiency. To achieve broader commercial adoption, we must also satisfy customer-specific qualification and validation requirements, which may involve extensive testing and evaluation processes and may not result in commercial adoption or purchase orders. In addition, commercialization of our products depends on our ability to scale manufacturing operations in a timely and cost-effective manner. This requires us to improve production yields and throughput, optimize manufacturing processes and equipment utilization, expand production capacity and maintain product quality and consistency as production volumes increase.

Any delay or failure in technology or product development, customer validation or qualification, manufacturing scale-up, production yield improvement or cost reduction could delay the commercialization of our products, increase our operating and capital requirements, adversely affect customer relationships and materially adversely affect our business, financial condition, results of operations and prospects.

 

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We face significant challenges in manufacturing our battery products at volumes with acceptable performance, yields and costs. We may encounter delays or operational difficulties in scaling production, improving yields and throughput, and expanding manufacturing capacity, which could delay commercialization and adversely affect our business and prospects.

Developing and commercializing next-generation lithium ceramic battery products that meet the requirements for wide adoption by automotive OEMs and customers in aerospace, robotics, energy storage systems, maritime and other applications is a difficult undertaking. Although we have existing manufacturing operations in Taiwan and have delivered products and samples to our potential customers, we remain in the commercialization and manufacturing scale-up stage for our next-generation battery technologies.

Our existing production facilities consist of our Taoke facility, Zhongli facilities and Nanyuan facility, each located in Taoyuan, Taiwan. In January 2024, our Taoke facility announced that it was the first commercial next-generation lithium ceramic battery gigafactory to publicly display the production line. We define designed production capacity as the estimated annual battery cell production capacity based on engineering design specifications. Designed capacity represents the annual production capability expected to be achieved once all planned production lines have been fully installed, qualified and commissioned, and are operating under normal operating conditions at targeted throughput and yield levels. The Taoke facility currently adopts Gen 3 technology and has achieved a designed production capacity of 1.0 GWh for cathode and anode electrodes and 0.5 GWh for cells, which we plan to further increase to 1.0 GWh by 2030. Our second gigafactory is located in Dunkirk, France. Groundbreaking for the Phase 1 facility took place in February 2026, and the project is now proceeding through the detailed design and construction stages. The Phase 1 facility will have a designed production capacity of 4.0 GWh when complete, which we expect to achieve gradually by 2030. The Dunkirk site will have a maximum designed production capacity of 44.0 GWh. In North America, we have initiated discussions with U.S. government agencies, are conducting site selection across multiple U.S. states and are evaluating a model under which inlays, a semi-finished cell comprising the anode, cathode, ceramic separator and electrolyte, would be supplied by our production facilities in Asia or Europe and assembled by potential customers in the United States.

Our manufacturing expansion plans are subject to a number of factors, some of which are outside our control, including customer demand and qualification timelines, availability and timing of financing, government support, permitting and regulatory approvals, construction progress, equipment procurement, installation and commissioning, supplier readiness, availability of qualified personnel, utility and infrastructure readiness, production yields and broader market conditions. If we are unable to execute our manufacturing scale-up plans in a timely and cost-effective manner, or if our production facilities do not achieve the expected capacity, yield, throughput, quality or cost targets, we may experience delays in customer deliveries, lower production utilization, higher unit costs, additional capital requirements, loss of commercial opportunities and adverse effects on customer relationships. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

Our historical shipment record may not be indicative for our future commercial-scale production, recurring material revenue or broad market adoption of our current Gen 3 or Gen 4 products in our target markets.

We commercialized solid-state batteries in 2013, primarily for use in smartphones charging cases and since then, we have delivered in the aggregate more than 2.4 million battery products to our collaboration partners and customers, including cells used in automotive audio systems and approximately 10,000 samples for automotive applications. However, this historical shipment record reflects cumulative deliveries over more than a decade across multiple product generations, form factors and use cases, and includes smaller-format cells, samples and products that differ from the large-format, next-generation lithium ceramic batteries that we are developing for EVs and other high-performance applications. Accordingly, our historical shipment record does not necessarily indicate that our current or future products will achieve commercial adoption, that customers will place recurring or high-volume orders, or that we will be able to manufacture large-format, next-generation lithium ceramic batteries at commercial scale, or at acceptable cost, quality, yield or timing.

 

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Our current revenue remains limited and is concentrated in a small number of customers and programs. For the years ended December 31, 2025 and 2024, we generated revenue of $2.9 million and $6.2 million, respectively, primarily from limited sales of battery products and technical services. Our target markets, including EVs and other high-performance applications, require extensive customer validation, qualification, product integration, safety testing and certification before commercial adoption. These processes may take longer than expected, may require substantial additional capital and resources, may be delayed or terminated by customers, and may not result in purchase orders, recurring revenue or commercial adoption. If we are unable to convert customer validation, development and collaboration programs into recurring purchase orders, or if we are unable to scale production at acceptable cost, quality and yield, our business, results of operations, financial condition, liquidity and prospects could be materially and adversely affected.

We may be unable to adequately control the costs associated with our operations and the materials, components and equipment necessary to develop, manufacture and commercialize our next-generation lithium ceramic battery technologies.

We require significant capital to develop and commercialize our next-generation lithium ceramic battery technologies and products and expect to continue incurring significant expenses, including costs relating to research and development, raw material procurement, leases, sales and marketing and general and administrative functions as we scale our operations. Our ability to achieve profitability in the future will depend not only on our ability to successfully commercialize our products and technologies, but also on our ability to control our costs and achieve our target cost structure. In particular, we must improve manufacturing yield and throughput, increase equipment utilization, manage raw material and component costs and scale production in a cost-efficient manner.

We may be unable to achieve these objectives on our expected timeline or at all. Prices for raw materials, components, equipment, utilities, labor, logistics and other inputs may fluctuate significantly due to market conditions, supply chain constraints, inflation, tariffs, trade restrictions, geopolitical developments or other factors outside our control. In addition, because we remain in the commercialization and manufacturing scale-up stage for our next-generation battery technologies, our production costs may be higher than anticipated. If we are unable to achieve the production volumes, yields and manufacturing efficiencies necessary to reduce costs, our business, financial condition, results of operations and prospects could be materially and adversely affected.

If our existing customers or collaboration partners with whom we have collaboration agreements do not make purchases from us, we will not receive revenue from such customers, and our results of operations would be adversely impacted.

Increasing the size and number of the deployments of our existing customers and collaboration partners is an important part of our growth strategy. Negotiating and obtaining customer orders from the parties with whom we currently have collaboration agreements for the development of our batteries will be important to our ability to expand and diversify our revenue base. We may not be effective in executing this or any other aspect of our growth strategy. It is not possible for us to predict the future level of demand from our existing customers or collaboration partners for our battery products, and there can be no assurance that our existing customers and collaboration partners will continue to purchase from us.

Achieving renewal or expansion of deployments may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales. In addition, our existing customers’ and collaborative partners’ decisions to expand the use of our battery products depends on a number of factors, including general economic conditions, the functioning of our batteries, and our existing customers’ and collaboration partners’ satisfaction with our battery products. If our efforts to expand within our customer base are not successful, our business may suffer.

 

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If we are unable to integrate our battery cells and inlays into customer applications on commercially reasonable terms, or at all, our results of operations could be impaired.

Our battery cells and inlays are expected to be integrated into customer-specific cell, module, pack or system architectures, including for EVs, aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other applications. Customers, including automotive OEMs and other collaboration partners, often require application-specific configurations, performance targets and integration requirements. To the extent we enter into or expand commercial supply arrangements with such customers, we may need to tailor the design, specifications or manufacturing processes of our battery cells or inlays to meet the requirements of the relevant customer product, module, pack or system architecture.

This development and integration process may require substantial lead time, customer cooperation, technical validation, testing, qualification and commercial negotiation. Technical issues may arise during product design, sample testing, module or pack integration, system-level validation or manufacturing scale-up, and such issues could affect customer acceptance of our products. In addition, if customers or partners complete downstream cell, module or pack assembly, we may have limited control over certain aspects of integration, testing, quality control and end-use performance.

If we are unable to design, develop, validate or integrate our battery cells and inlays in a manner that satisfies customer requirements, or if we are unable to do so on commercially reasonable terms or within expected timelines, we may lose opportunities to obtain commercial orders or long-term supply arrangements. Any such failure could damage our customer relationships, reputation and prospects and materially and adversely affect our business, financial condition and results of operations.

Our products remain subject to further testing, validation and certification, and tests conducted by third-party testing service providers do not constitute product certification, regulatory approval, customer qualification or conformity assessment.

Certain tests of our battery cells have been conducted by third-party testing service providers, including TÜV Rheinland Taiwan Ltd., in accordance with our proprietary test procedures and specified test conditions provided by us. See section entitled “ProLogium’s Business—Current Battery Technology.” These tests are intended to generate data under the specified conditions and do not constitute product certification, regulatory approval, customer qualification or conformity assessment, and should not be interpreted as confirmation that our products satisfy any applicable customer, regulatory or commercial requirements. Test results may vary depending on procedures, equipment, sample characteristics, environmental and operating conditions and other factors, and may not be replicated in customer testing, regulatory testing, mass-production conditions or commercial use. If our batteries fail to satisfy applicable testing, validation, certification or conformity assessment requirements, our development timeline, commercialization plans, business, financial condition and results of operations could be materially and adversely affected.

If the cost, performance characteristics or other specifications of the battery fall short of our targets or our customers’ or collaboration partners’ requirements, our ability to market and sell our batteries could be harmed.

Our battery cells must simultaneously satisfy all the commercial and safety requirements of our customers and collaboration partners. Although certain of our cells tested passed automotive performance and safety test levels, these performance and safety test results for our prototype cells are not necessarily representative of those of subsequent generations of our cells since performance and safety are a function of the composition of a cell’s materials, which may change from one generation of cells to another and depend on the final design of the battery package. Additional safety tests, with much larger samplings of cells, need to be performed as our materials and processes evolve to ensure efficacy and statistical significance.

As we continue and expand commercial production of our batteries, they may contain defects in design and manufacture that may cause them to not perform as expected or that may require repairs, recalls, and design

 

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changes. Our batteries are inherently complex and incorporate technology and components that have not been used for other applications and that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our next-generation lithium ceramic batteries in large-scale automotive and other high-volume commercial applications. There can be no assurance that we will be able to detect and fix any defects in our next-generation lithium ceramic batteries prior to the sale to potential customers, collaboration partners or other end users. If our batteries fail to perform as expected, we could lose design wins and customers or collaboration partners may delay deliveries, terminate further orders or initiate product recalls, each of which could adversely affect our sales and brand and could adversely affect our business, prospects and results of operations.

We may not be able to establish new, or maintain existing, supply relationships for necessary raw materials, components or equipment on commercially acceptable terms, which could delay commercialization and adversely affect our business.

We rely, and expect to continue to rely, on third-party suppliers for raw materials, components, production equipment, testing equipment and other inputs necessary to develop, manufacture and commercialize our battery cells, inlays and related products. As we continue to commercialize our next-generation lithium ceramic battery technologies and scale our manufacturing operations, including through our Taiwan operations and planned Dunkirk manufacturing expansion, we may need to qualify additional suppliers, negotiate long-term supply arrangements and secure materials, components and equipment in sufficient quantities and at acceptable cost.

We may be unable to enter into or maintain supply arrangements with current or future suppliers on commercially reasonable terms, or such suppliers may be unable to meet our quality, quantity, cost, timing, traceability or customer-specific requirements. If we are required to seek alternative suppliers, localize portions of our supply chain, produce certain materials or components in-house, or redesign our products or manufacturing processes to accommodate available substitutes, we may incur additional costs and delays. The qualification of new suppliers, materials, components or equipment may also require significant testing, customer approval and manufacturing process adjustments.

The prices and availability of raw materials, components and equipment may fluctuate significantly due to supplier capacity constraints, changes in market demand, inflation, tariffs, trade restrictions, export controls, geopolitical developments, transportation disruptions, energy costs or other factors outside our control. Any shortage, delay, quality issue or price increase affecting key materials, components or equipment could disrupt our research and development activities, customer validation programs, production ramp-up or commercial deliveries.

If we are unable to secure necessary raw materials, components or equipment on acceptable terms and in a timely manner, our commercialization timeline, manufacturing scale-up, customer relationships, margins, liquidity and results of operations could be materially and adversely affected.

Our future success depends in part on our ability to increase our production capacity, and we may not be able to do so in a cost-effective manner. If we elect to expand our production capacity by constructing or leasing one or more new manufacturing facilities, we may encounter challenges relating to the construction, management and operation of such facilities.

In order to grow our business, we may need to increase and optimize our production capacity as customer demand develops and our commercialization progresses. For example, our current manufacturing capacity may not be sufficient to meet our expected future production targets, and we are currently seeking to expand our capacity, including through our existing operations in Taiwan and our planned manufacturing expansion in Dunkirk, France. Our ability to plan, develop and equip additional manufacturing capacity is subject to significant risks and uncertainties, including but not limited to the following:

 

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The expansion or construction of any manufacturing facilities will be subject to risks inherent in the development and construction of new facilities, including delays and cost overruns as a result of factors

 

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outside our control, such as delays in government approvals, burdensome permitting conditions, utility or infrastructure constraints, and delays in the delivery, installation or commissioning of manufacturing equipment and subsystems that we obtain from suppliers or develop with equipment vendors.

 

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We may be unable to achieve the production throughput necessary to achieve our target annualized production run rate at our current and future manufacturing facilities.

 

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Manufacturing equipment may take longer and cost more to engineer, build, install, qualify and optimize than expected and may not operate as required to meet our production plans.

 

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We may depend on third-party relationships in the development, construction, equipment supply, installation or commissioning of additional production capacity, which may subject us to the risk that such third parties do not fulfill their obligations to us under our arrangements with them.

 

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We may be unable to obtain financing needed to build out our current and future manufacturing facilities.

 

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We may be unable to attract or retain qualified personnel.

 

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In order for us to expand internationally, including in Europe and potentially North America, we may enter into strategic partnerships, licensing arrangements, partner assembly arrangements or other commercial arrangements that allow us to add manufacturing or assembly capability outside Taiwan. Adding manufacturing capacity in any international location will subject us to new laws and regulations, including those relating to labor and employment, environmental protection, export and import controls, trade, customs, product safety, government incentives and local content requirements. In addition, any such expansion brings risks associated with managing larger-scale foreign operations.

If we are unable to expand our manufacturing facilities, we may be unable to further scale our business, which would negatively affect our results of operations and financial condition. We cannot provide any assurances that we would be able to successfully establish or operate an additional manufacturing facility in a timely or profitable manner, or at all, or within any expected budget for such a project. The construction of any such facility would require significant capital expenditure and result in significantly increased fixed costs. If we are unable to transition manufacturing operations to any such new facility in a cost-efficient and timely manner, then we may experience disruptions in operations, which could negatively impact our business and financial results. Further, if the demand for our products decreases or if we do not produce the expected output after any such new facility is operational, we may not be able to spread a significant amount of our fixed costs over the production volume, thereby increasing our per product fixed cost, which would have a negative impact on our business, financial condition and results of operations.

In addition, if any of our suppliers, construction partners or equipment vendors suffer from capacity constraints, delays, work stoppages or any other reduction in output, we may be unable to meet our production or delivery schedule, which could result in lost revenue, damages, customer delays and harm to our customer relationships. If demand for our next-generation lithium ceramic batteries or our production output decreases or does not rise as expected, we may not be able to spread a significant amount of our fixed costs over sufficient production volume, resulting in a greater than expected per-unit fixed cost, which would have a negative impact on our financial condition and results of operations.

Our ability to expand our manufacturing capacity also depends on our ability to hire, train and retain an adequate number of manufacturing employees, particularly employees with the appropriate level of technical knowledge, manufacturing experience and operational skills. If we are unable to hire, train or retain such employees, our business and financial results could be negatively impacted.

Our incentives from various governments are conditional upon achieving or maintaining certain performance obligations and are subject to reduction, termination, or clawback.

We have received, and may continue to seek or receive, government grants, subsidies, tax incentives and other economic incentives in jurisdictions in which we operate or plan to operate. These incentives are intended to

 

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support investment, research and development, job creation, local manufacturing capacity and production, and typically require us to satisfy specified conditions relating to capital expenditures, employment, technology deployment, production capacity, reporting and compliance.

In particular, our planned Dunkirk site in France is expected to benefit from subsidies granted by French government. The total maximum aid amount is expected to be approximately €1.375 billion, including an advance payment of approximately €275 million. The actual amount, timing and availability of such subsidies remain subject to the final terms of the applicable agreements and our satisfaction of applicable milestones, eligible expenditure requirements, capacity installation requirements, reporting obligations and other contractual or regulatory conditions. The French subsidy also includes capacity-related conditions tied to the Dunkirk ramp-up plan and provide for repayment and clawback in certain circumstances. If we fail to satisfy applicable conditions, achieve required capacity targets or other milestones, or if the Dunkirk plant project is reduced, delayed or discontinued, we may receive less funding than expected, receive funding later than expected, lose entitlement to certain subsidy amounts or be required to repay all or part of the subsidies previously received. In addition, the advance payment was deposited into an escrow account in November 2024 and forms part of the applicable security package. Pursuant to the subsidy agreement, our ability to draw down funds from the escrow account is subject to the satisfaction of specified release conditions, including: (i) demonstrating eligible project expenditures, such as equipment purchases and engineering costs; (ii) compliance with certain financial ratio requirements, including maintaining a ratio of cumulative aid to equity of no more than 2:1; and (iii) compliance with periodic reporting obligations and the provision of certificates evidencing good standing with applicable tax and social security authorities. The relevant governmental authorities may also modify, suspend, reduce, terminate or seek repayment of subsidies as a result of changes in law, policy, budgetary priorities or non-compliance with applicable requirements.

If we are unable to obtain, access, retain or benefit from expected government incentives, including the French subsidies associated with the Dunkirk plant project, or if such incentives are delayed, reduced, terminated or subject to repayment or clawback, our liquidity, capital expenditure plans, manufacturing expansion, commercialization timeline, business, financial condition, results of operations and prospects could be materially and adversely affected.

Our business depends substantially on the continuing efforts of our senior executives and other key personnel as well as the ability to attract, train, and retain highly skilled employees and key personnel.

Our success depends on our ability to attract and retain our executive officers, key employees and other qualified personnel, and our operations may be severely disrupted if we lost their services. As we build our brand and become better known, there is increased risk that competitors or other companies will seek to hire our personnel. Most of our executives and engineering staff are subject to non-competition and non-solicitation restrictions, but we may face challenges in enforcing these non-competition and non-solicitation restrictions, particularly in jurisdictions that disfavor or outlaw such restrictions. The failure to attract, integrate, train, motivate and retain these personnel could seriously harm our business and prospects, especially if our non-competition and/or non-solicitation restrictions are found to be invalid and/or unenforceable.

To execute our business plan, we must attract and retain highly qualified personnel in research and development, artificial intelligence and machine learning, sales and marketing, production and other leadership roles. Competition for these employees is intense, and we may not be successful in attracting and retaining qualified personnel. We have from time to time in the past experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications in relevant industries. Many of the companies with which we compete for experienced personnel have greater resources than we have. In addition, in making employment decisions, particularly in high-technology industries, job candidates often consider the value of the equity they are to receive in connection with their employment. Employees may be more likely to leave us if the shares they own or the shares underlying their equity incentive awards have significantly appreciated or significantly reduced in value.

 

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In addition, we are highly dependent on the services of Szu-Nan (Vincent) Yang, our Founder, Chairman, Chief Executive Officer and Chief Technology Officer, Dmitry Belov, our Chief Scientist and Head of European R&D, Wen-Kai (Calvin) Hsieh, our Head of Manufacturing, Chia-Chi (Rachel) Huang, our Head of Global Quality Assurance, and other senior technical and management personnel, including our executive officers, who may take significant amounts of time to replace. If Vincent, Dmitry, Calvin, Rachel or other key personnel were to depart, we may not be able to successfully attract and retain the senior leadership necessary to grow our business.

If we do not maintain and continue to develop our corporate culture as we grow and evolve, it could also harm our ability to foster innovation, creativity and teamwork we believe we need to support our growth. Additions of executive-level management, significant numbers of new employees, our workforce reduction and higher employee turnover could significantly and adversely impact our culture.

Our expansion into aerospace, data center and energy infrastructure and maritime applications, may require us to satisfy lengthy qualification processes, stringent performance and safety requirements and additional regulatory and compliance obligations.

Our commercialization strategy includes targeting aerospace, data center and energy infrastructure, and maritime applications. Customers in these applications may impose more stringent requirements than those in many commercial applications with respect to product safety, reliability, quality consistency, energy density, thermal stability, low-temperature performance, cycle life, fast-charging capability, manufacturing traceability, supplier qualification, documentation and long-term product support.

These applications may involve lengthy and demanding customer validation, qualification and certification processes. Customers may require extensive testing under application-specific or abuse-case conditions before incorporating our battery cells, inlays or related products into commercial or operational platforms. Even if our products perform well in sample testing or development programs, we may not satisfy all customer-specific requirements or obtain required approvals on the timeline or at the cost expected.

In addition, aerospace, data center and energy infrastructure, and maritime applications may subject us to additional regulatory, contractual and compliance requirements, including export controls, sanctions, end-use and end-user restrictions, cybersecurity requirements, controlled technical information requirements, supply chain traceability, domestic sourcing or localization requirements, procurement rules, audit rights and other customer-specific obligations. Compliance with these requirements may be costly, time-consuming and operationally burdensome, and may require us to modify our supply chain, manufacturing processes, documentation controls or customer support procedures.

If we are unable to satisfy applicable qualification, safety, performance, regulatory or customer-specific requirements, our customer validation programs may be delayed or discontinued, our products may be less attractive to customers in these applications, and our ability to commercialize our products in aerospace, data center and energy infrastructure, and maritime applications could be adversely affected. Any of the foregoing could materially and adversely affect our business, financial condition, results of operations and prospects.

We may not be able to estimate accurately the future supply and demand for our batteries, or battery materials, which could result in a variety of inefficiencies in our business and hinder our ability to generate revenue. If we fail to predict accurately our manufacturing requirements, we could incur additional costs or experience delays.

It is difficult to predict our future revenues and appropriately budget for our expenses, and we may have limited insight into trends that may emerge and affect our business. We anticipate being required to provide forecasts of our demand to our current and future suppliers prior to the scheduled delivery of products to potential customers. If we overestimate our requirements, our suppliers may have excess inventory, which may increase our costs. If we underestimate our requirements, our suppliers may have inadequate inventory, which could interrupt

 

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manufacturing of our products and result in delays in shipments and product revenue or potential liability for late delivery. In addition, lead times for raw materials, components and manufacturing equipment may vary significantly and depend on factors such as the specific supplier, contract terms and demand for each raw material, component or manufacturing equipment at a given time. Any of the foregoing could result in delays in the delivery of batteries or battery materials to our potential customers, which would harm our business, financial condition, operating results and prospects.

If customers require batteries to be manufactured or assembled in their local or preferred jurisdictions, we may need to establish additional localized manufacturing capabilities, which could increase our costs, delay commercialization and adversely affect our prospects.

We currently manufacture our battery cells and inlays primarily in Taiwan, where our Taiwan facilities represent substantially all of our current production capacity, and we are constructing our first manufacturing facility outside Taiwan in Dunkirk, France. We are also evaluating potential future expansion opportunities in North America, including a model under which inlays would be supplied by our production facilities in Asia or Europe and assembled by potential customers or partners in the United States.

If customers choose to avoid sourcing batteries manufactured outside their local or their preferred sourcing jurisdictions, whether due to regulatory requirements, incentive eligibility, supply chain considerations, or customer preferences, we may be required to establish manufacturing facilities within those jurisdictions. Establishing additional manufacturing capabilities would require additional capital and time to design, construct, equip, and qualify such facilities. During this period, our revenues could decline, our cost structure could increase, and our ability to meet customer demand or execute our business strategy could be adversely affected. As a result, our business, financial condition, results of operations, and prospects may be materially and adversely affected.

If the products or systems into which our batteries are incorporated do not meet applicable safety, regulatory, certification or customer standards, our business, results of operations and prospects could be adversely affected.

Our products are expected to be used as components in EVs and other battery-powered products and systems, including aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other high-performance applications. Such products and systems are subject to a variety of safety, performance, transportation, certification and regulatory requirements, which may vary by jurisdiction, industry and application. In many cases, extensive testing, customer qualification, regulatory approvals or third-party certifications may be required before products incorporating our batteries can be commercialized or deployed.

Failure by our customers, collaboration partners or other downstream users to satisfy applicable requirements or obtain required approvals and certifications could delay or prevent the commercialization, sale or deployment of products incorporating our batteries, which could adversely affect demand for our products and our results of operations. In addition, because our products may be incorporated into applications with heightened safety and reliability requirements, any actual or perceived failure to satisfy applicable standards could adversely affect customer acceptance of our products and damage our reputation.

We may also incur significant costs to comply with laws, regulations, testing requirements and customer-specific standards applicable to our products and the applications into which they are incorporated. Applicable requirements relating to EVs, batteries, battery transportation, aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other electrification applications continue to evolve. Compliance with new or changing requirements may require additional testing, design modifications, certification efforts or manufacturing process changes and could be time-consuming and costly. Any regulatory, certification or compliance obstacles affecting our products or the products into which they are incorporated could materially and adversely affect our business, financial condition, results of operations and prospects.

 

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Our ability to commercialize our products may depend on our ability to establish and maintain qualified, traceable and reliable supply chains.

Our products may be used in EVs, aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other applications that require high safety, reliability and supply chain transparency. Customers in these markets may require our products, components, materials, manufacturing processes, suppliers and assembly partners to satisfy stringent sourcing, traceability, quality, documentation, regulatory and audit requirements.

Satisfying these requirements may require us to qualify alternative suppliers, localize or duplicate portions of our supply chain, implement additional traceability and compliance controls, modify product designs or manufacturing processes, or incur higher costs. If we are unable to establish and maintain supply chains that satisfy applicable customer, regulatory or compliance requirements, customer validation programs may be delayed or discontinued, customer adoption may be limited, and our commercialization plans, revenue growth and results of operations could be materially and adversely affected.

The EV and other battery markets continue to evolve and are highly competitive, and certain other battery manufacturers have significantly greater resources, experience and scale than we do and have technologies that may be superior to ours. As a result, we may not be able to produce our products at cost-competitive prices.

The EV and other advanced battery markets are rapidly evolving and highly competitive. For more information, see “Information about ProLogium — Competitive Landscape.” Lithium-ion battery technology has been widely adopted, and our current competitors have, and future competitors may have, greater resources, manufacturing scale, commercialization experience and customer relationships than we do. These competitors may also be able to devote greater resources to the development of current and future technologies and establish strategic relationships with OEMs, battery manufacturers, materials suppliers or other industry participants that may enhance their competitive position. In addition, battery manufacturers may continue to reduce costs and expand the supply of conventional batteries, which could reduce the commercial attractiveness of our products or negatively impact our ability to sell our products at market-competitive prices while maintaining sufficient margins.

A number of companies are also seeking to develop next-generation battery technologies, including technologies relating to cathodes, anodes, electrolytes, separators and cell architectures. Some of these companies have established relationships with OEMs and are in varying stages of development, validation and commercialization. Additionally, many OEMs are researching and investing in conventional batteries and/or next-generation battery technologies and, in some cases, in battery development and production. We expect competition in battery technology markets to intensify as demand grows for EVs, aerospace, robotics, ESS, including BBUs for AI data centers, maritime and other applications requiring advanced battery technologies. Developments in competing technologies or improvements in conventional battery technologies may materially adversely affect the sales, pricing and gross margins of our batteries. If a competing technology achieves superior performance, cost, manufacturability or commercial adoption, or if we fail to address customers’ and collaboration partners’ changing needs or emerging technological trends, our business, financial condition, results of operations and prospects could be materially adversely affected.

Developments in alternative battery technology or other power and energy alternatives may adversely affect the demand for our battery products.

Significant developments in existing or alternative technologies, including conventional lithium-ion batteries and other next-generation battery technologies, may materially and adversely affect our business, financial condition, results of operations and prospects in ways that we may not currently anticipate. Existing and other battery technologies, fuels or sources of energy may emerge as customers’ preferred alternatives to our battery products. Any failure by us to develop new or enhanced technologies or manufacturing processes, or to respond to changes

 

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in existing or competing battery technologies, could delay the development, validation and commercialization of our products and may result in decreased revenue, reduced customer adoption or loss of market share to competitors.

Our research and development efforts may not be sufficient to adapt to changes in battery technology or customer requirements. As technologies evolve, we expect to continue developing and improving our next-generation lithium ceramic battery technologies, including product performance, safety, energy density, fast-charging capability, manufacturability and cost efficiency. However, we may not compete effectively if we are unable to develop, source, integrate and commercialize technologies that meet customer requirements on a timely and cost-effective basis.

We rely on, and will continue to rely on, complex equipment for our operations. This equipment, and manufacturing generally, creates a significant degree of risk and uncertainty in terms of operational performance and costs.

We rely heavily on, and will continue to rely heavily on, complex equipment for our operations and the production of our batteries, which involves a significant degree of uncertainty and risk in terms of operational performance and costs. Our manufacturing equipment consists of many components, which may suffer unexpected malfunctions from time to time and may depend on repairs and spare parts to resume operations, which may not be available when needed. Problems with our manufacturing processes could result in the loss of manufacturing equipment, damage to manufacturing facilities, monetary losses, delays, unanticipated fluctuations in production and personal injury to or death of workers. Should our precautions be inadequate or an event be larger than expected, we could have significant equipment or facility damage that would impact our ability to deliver our battery products and require additional resources to recover. In addition, in some cases, operational problems may result in environmental damage, administrative fines, increased insurance costs and potential legal liabilities. Any of these operational problems, or a combination of them could have a material adverse effect on our cash flows, business, financial condition, results of operations or prospects.

Furthermore, manufacturing technology may evolve rapidly, and we may decide to update our manufacturing processes more quickly than expected. Moreover, as we scale the commercial production of our batteries, our experience may cause us to discontinue the use of already modified or installed equipment in favor of different or additional equipment. The useful life of any equipment that would be retired early as a result would be shortened, causing the depreciation on such equipment to accelerate, as well as requiring us to make substantial capital expenditures for the improvement or replacement of such equipment, and our results of operations could be negatively impacted.

We have pursued and may continue to pursue customer development arrangements, validation programs, commercial arrangements and other strategic partnerships, which could have an adverse impact on our business if they are unsuccessful or entered into on terms that are disadvantageous to us.

We have entered into development arrangements, validation programs and commercial arrangements with certain of our customers or collaboration partners, and may in the future enter into similar arrangements with potential customers, automotive OEMs, battery manufacturers, industrial partners, suppliers and other industry participants. While offering potential benefits, these arrangements could subject us to a number of risks, including risks associated with sharing proprietary information, product specifications, testing data or manufacturing know-how, non-performance by our counterparties and costs of establishing and maintaining such arrangements, any of which may materially and adversely affect our business. We may have limited ability to monitor or control the actions of our customers or partners and, to the extent any of them suffers negative publicity or harm to its reputation from events relating to its business, we may also suffer negative publicity or reputational harm by virtue of our association with it.

In addition, our customers, Tier 1 suppliers, module integrators or other solution partners may modify their business operations, experience financial difficulties, reduce production volumes, discontinue product lines or

 

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