UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the Note included in Item 8.01 is incorporated by reference in this item to the extent required herein.
Item 8.01. Other Events.
On August 8, 2025, TDAC Partners LLC (“Sponsor”) agreed to loan to Translational Development Acquisition Corp. (the “Company”) up to an aggregate of $2,000,000 for working capital purposes. The loan is evidenced by a promissory note (the “Note”) which is non-interest bearing and repayable on the earlier of (i) the date by which the Company has to complete a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities to the Company’s Amended and Restated Memorandum of Association (as it may be amended from time to time) (a “Business Combination”), and (ii) the effective date of a Business Combination (such earlier date of (i) and (ii), the “Maturity Date”).
If the Company does not consummate a Business Combination, the Note will not be repaid and all amounts owed under the Note will be forgiven except to the extent that the Company has funds available to it outside of its trust account established in connection with the initial public offering (the “Trust Account”). The issuance of the Note was exempt pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing summary of the Note is qualified in its entirety by reference to the text of the Note, which is filed as an exhibit hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| The following exhibits are being filed herewith: | |
| 10.1 | Promissory Note, dated August 8, 2025. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 14, 2025
| TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. | ||
| By: | /s/ Michael B. Hoffman | |
| Name: | Michael B. Hoffman | |
| Title: | Chief Executive Officer | |