October 8, 2024

Michael B. Hoffman
Chief Executive Officer
Translational Development Acquisition Corp.
c/o 151 W. 42nd Street, 49th Floor
New York, NY10036

       Re: Translational Development Acquisition Corp.
           Amendment No. 1 to Draft Registration Statement on Form S-1
           Submitted September 12, 2024
           CIK No. 0001926599
Dear Michael B. Hoffman:

     We have reviewed your amended draft registration statement and have the
following
comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Amendment No. 1 to Draft Registration Statement on Form S-1
Cover Page

1.     Please define completion window on the cover page. See Item 1602(a)(1)
of
       Regulation S-K.
 October 8, 2024
Page 2
2.     We note your disclosure on page 4. Please provide disclosure related to
compensation
       on the cover page that includes the anti-dilution adjustment to the
founder shares, the
       payment for office space, the amount of loan reimbursements, the private
placement
       warrants issuance, and the price paid for the private placement
warrants. Disclose
       whether this compensation and securities issuance may result in a
material dilution of
       the purchasers    equity interests. Provide a cross-reference,
highlighted by prominent
       type or in another manner, to the locations of related disclosures in
the prospectus. See
       Item 1602(a)(3) of Regulation S-K.
Experience with Special Purpose Acquisition Vehicles, page 9

3.     In this section and elsewhere in the filing where you describe prior
experience, please
       disclose the date that Northern Genesis Acquisition Corp. I merged with
The Lion
       Electric Company and when it began trading on the NYSE. With respect to
Northern
       Genesis Acquisition Corp. II, describe the merger with Embark
Technology, Inc. and
       its subsequent merger with Applied Intuition, Inc. Finally, describe the
liquidation of
       Northern Genesis Acquisition Corp. III. See Item 1603(a)(3) of
Regulation S-K.
Summary
Initial Business Combination, page 10

4.     Please clarify the language in the last paragraph on page 11 as it
relates to the
       indications of interest by the sponsor.
Conflicts of Interest, page 39

5.     Please disclose the nominal price paid for the founder shares and the
conflict of
       interest in determining whether to pursue a business combination. Also
disclose the
       conflicts of interest relating to the repayment of loans and the
reimbursements of
       expenses that will be paid upon completion of a business combination.
Finally,
       disclose the potential conflicts of interest arising from the ability to
pursue a business
       combination with a company that is affiliated with your sponsor,
officers or directors,
       and/or non-managing sponsor investors. See Item 1602(b)(7) of Regulation
S-K.
6.     Please provide the basis for your statement, here and elsewhere in the
prospectus, that
       you do not believe that the fiduciary duties or contractual obligations
of your officers
       or directors will materially affect your ability to complete a business
combination.
Risk Factors
The non-managing sponsor investors have expressed an interest . . ., page 83

7.     Please disclose the potential conflicts of interest with the
non-managing sponsor
       investors in approving your business combination and otherwise
exercising their
       rights as public shareholders because of their indirect ownership of
founder shares and
       private placement warrants, and the ability to pursue a business
combination with a
       company that is affiliated with the non-managing sponsor investors, as
noted on page
       12.
 October 8, 2024
Page 3
Dilution, page 102

8.     Please expand your disclosure to describe each material potential source
of future
       dilution. Your revisions should address, but not be limited to, founder
shares' anti-
       dilution rights and shares that may be issued in connection with the
closing of your
       initial business combination. See Item 1602(c) of Regulation S-K.

Experts, page 212

9.     Your disclosure refers to the period from April 19, 2022 (inception)
through June 30,
       2024. It does not appear that this period is consistent with the period
audited by
       WithumSmith+Brown, PC. Please revise to disclose the correct period.
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
Warrant Instruments, page F-11

10.    We note you have concluded that the Private Placement Warrants will
qualify for
       equity accounting treatment. Please provide us with your analysis under
ASC 815-40
       to support your prospective accounting treatment for these warrants. As
part of your
       analysis, please address whether there are any terms or provisions in
the warrant
       agreement that provide for potential changes to the settlement amounts
that are
       dependent upon the characteristics of the holder of the warrant, and if
so, how you
       analyzed those provisions in accordance with the guidance in ASC 815-40.
Your
       response should address, but not be limited to, your disclosure in Note
7 on page F-18
       that    [i]f the Private Warrants are held by someone other than the
initial purchasers or
       their permitted transferees, the Private Warrants will be redeemable by
the Company
       and exercisable by such holders on the same basis as the Public
Warrants."
General

11.    Please disclose the address of your principal executive offices on the
registration
       statement cover page and throughout the filing, as applicable.

       Please contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Brigitte
Lippmann at 202-
551-3713 with any other questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Real
Estate & Construction
cc:   William N. Haddad