Translational Development Acquisition Corp-A(TDAC) - 2024 Q4 - Annual Report

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].