Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42451 | TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. | | | | --- | --- | --- | | (Exact name of registrant as specif ...

Core Viewpoint - The case involves allegations of securities fraud related to Lottery.com and Trident Acquisitions Corp, where executives engaged in fraudulent activities to misrepresent revenue figures to facilitate an acquisition [1][2][3]. Group 1: Allegations and Actions - Lottery.com was struggling to generate revenue, while Trident faced a deadline for acquisition, leading to alleged conspiracies to inflate revenue figures [1]. - From 2020 to May 2022, executives engaged in sham transactions to falsely report revenue to the SEC and Trident shareholders, which was crucial for gaining approval for the acquisition [2]. - Vadim Komissarov, former CEO of Trident, pled guilty to securities fraud for his involvement in the scheme and is set to be sentenced on June 24 [3]. Group 2: Consequences and Legal Actions - Two Lottery.com executives consented to court judgments that ban them from serving as public company officers or directors and require them to pay disgorgement and civil penalties [4].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $1,660,122, primarily from dividends and interest earned on marketable securities held in the Trust Account of $1,873,780, offset by general and administrative costs of $213,658[129]. - For the nine months ended September 30, 2025, the company achieved a net income of $4,766,538, with dividends and interest from marketable securities totaling $5,674,077, while general and administrative costs were $782,193 and unrealized losses on marketable securities were $125,346[130]. Trust Account and Investments - As of September 30, 2025, the company had investments of $179,899,077 held in the Trust Account, with no withdrawals of interest earned from the Trust Account[136]. - Following the IPO, $174,225,000 was placed in the Trust Account, amounting to $10.10 per Unit[134]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 24, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit[133]. Going Concern and Business Combination - As of September 30, 2025, the company had cash of $47,150 and a working capital deficit of $342,263, raising concerns about its ability to continue as a going concern[142]. - The company has until June 24, 2026, to complete its initial Business Combination, or it will face automatic winding up and liquidation[143]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may need additional financing if significant public shares are redeemed[137]. Financing Arrangements - The company has entered into a non-interest bearing promissory note with the Sponsor for up to $2,000,000, due upon the closing of a Business Combination[139]. - The underwriters are entitled to a deferred underwriting fee of $0.35 per Unit, totaling $6,037,500, payable only if the company completes a Business Combination[147].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $1,623,342, primarily from dividends earned on marketable securities held in the Trust Account amounting to $1,844,469, offset by general and administrative costs of $221,127[129]. - For the six months ended June 30, 2025, the company achieved a net income of $3,106,416, with dividends from marketable securities totaling $3,674,951, while general and administrative costs were $568,535[129]. Investments and Trust Account - As of June 30, 2025, the company had investments of $178,025,297 held in the trust account, with no withdrawals of interest earned from the trust account[135]. - Following the IPO, $174,225,000 was placed in the trust account, representing net proceeds from the sale of Units and Private Placement Warrants[133]. Initial Public Offering - The company completed its Initial Public Offering on December 24, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit[132]. Going Concern and Business Combination - As of June 30, 2025, the company had cash of $35,255 and a working capital deficit of $128,605, raising concerns about its ability to continue as a going concern[140]. - The company has until June 24, 2026, to complete its initial Business Combination, or it will face automatic winding up and liquidation[143]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may need additional financing if significant public shares are redeemed[136]. - The company does not anticipate needing to raise additional funds for operating expenditures but may require financing for the Business Combination[139]. Debt and Financing - The company has no long-term debt or off-balance sheet financing arrangements as of June 30, 2025[145].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,483,074, primarily from dividends earned on marketable securities held in the Trust Account amounting to $1,830,482, offset by general and administrative costs of $347,408 [119]. - As of March 31, 2025, the company had cash of $206,600 and working capital of $92,522, raising concerns about its ability to sustain operations for at least one year [130]. - The company has no long-term debt or significant liabilities, apart from a monthly fee of approximately $10,000 to the Sponsor for administrative services [136]. Investments and Trust Account - As of March 31, 2025, the company had investments of $176,180,828 held in the Trust Account, with no withdrawals made from the account through that date [125]. - Following the IPO, $174,225,000 was placed in the Trust Account, equating to $10.10 per Unit [123]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital [126]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on December 24, 2024, raising gross proceeds of $172,500,000 from the sale of 17,250,000 Units at $10.00 per Unit [122]. - The underwriters are entitled to a deferred underwriting fee of $0.35 per Unit, totaling $6,037,500, payable only upon the successful completion of a Business Combination [137]. Operational Status - The company has not engaged in any operations or generated revenues to date, with all activities focused on preparing for the IPO [118]. - The company may need to obtain additional financing to complete its Business Combination or to address potential redemptions of public shares [129].

Corporate Governance - The audit committee is composed of financially literate members, with Mr. Kestenbaum qualifying as an "audit committee financial expert" as per SEC rules[113]. - The compensation committee is chaired by Curtis T. Keith, ensuring all members are independent as per Nasdaq standards[114]. - The corporate governance and nominating committee is entirely composed of independent directors, with E. Premkumar Reddy as a member[116]. - The corporate governance committee evaluates the CEO's performance and recommends compensation based on established corporate goals[117]. - The company has adopted a Code of Ethics applicable to all directors, officers, and employees, available on its website[120]. - An insider trading policy has been established to govern the purchase and sale of securities by directors, officers, and employees[121]. - The company has fiduciary duties to avoid conflicts of interest, particularly regarding business opportunities that may arise[124]. Indemnification and Conflicts of Interest - Directors and officers are indemnified to the maximum extent permitted by law, with a policy of directors' and officers' liability insurance in place[135]. - Officers and directors have waived any claims to funds in the trust account, which may affect shareholder investments if indemnification costs arise[136]. - Indemnification provisions are deemed necessary to attract and retain experienced officers and directors[137]. - Potential conflicts of interest may arise for officers and directors regarding business combinations due to employment agreements with target businesses[138]. - The SEC considers indemnification for liabilities under the Securities Act as unenforceable due to public policy[139]. Shareholder Matters - Initial shareholders have agreed to waive their redemption rights concerning founder shares and public shares in connection with the initial business combination[133]. - The company will seek independent opinions to ensure fairness in any business combination with affiliated entities[131]. Reporting Requirements - Executive officers and directors owning more than 10% of equity securities must file ownership reports with the SEC[140]. - All filing requirements for executive officers and directors were met timely, except for a late Form 3 by a director filed on January 6, 2025[141]. - As a smaller reporting company, the company is not required to disclose market risk under Item 7A[88].

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on December 18, 2024. Registration No. 333-282763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Translational Development Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I. ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on November 19, 2024. Registration No. 333-282763 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Translational Development Acquisition Corp. (Exact name of registrant as specified in its charter) | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Industrial | (I. ...

TABLE OF CONTENTS As filed with the United States Securities and Exchange Commission on October 21, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Translational Development Acquisition Corp. (Exact name of registrant as specified in its charter) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Ident ...