Translational Development Acquisition Corp.(TDACU) - 2025 Q2 - Quarterly Report

Part I. Financial Information This section presents the Company's unaudited interim financial statements, management's analysis, market risk, and internal controls Item 1. Interim Financial Statements This section presents the unaudited condensed financial statements, including balance sheets, statements of operations, changes in shareholders' deficit, cash flows, and notes Condensed Balance Sheets This section presents the Company's financial position, detailing assets, liabilities, and shareholders' deficit at period-end | Metric | June 30, 2025 (Unaudited) | December 31, 2024 | | :-------------------------------- | :-------------------------- | :------------------ | | Cash | $35,255 | $438,174 | | Prepaid expenses | $120,822 | $212,059 | | Total Current Assets | $156,077 | $650,233 | | Marketable securities held in Trust Account | $178,025,297 | $174,350,346 | | TOTAL ASSETS | $178,181,374 | $175,000,579 | | Accounts payable and accrued expenses | $162,920 | $16,189 | | Due to Sponsor | $46,762 | $2,000 | | Accrued offering costs | $75,000 | $192,114 | | Total Current Liabilities | $284,682 | $210,303 | | Deferred underwriting fee | $6,037,500 | $6,037,500 | | TOTAL LIABILITIES | $6,322,182 | $6,247,803 | | Class A ordinary shares subject to possible redemption | $178,025,297 | $174,350,346 | | Total Shareholders' Deficit | $(6,166,105) | $(5,597,570) | Condensed Statements of Operations This section presents the Company's financial performance, detailing revenues, expenses, and net income (loss) for the reported periods | Metric | For the Three Months Ended June 30, 2025 | For the Three Months Ended June 30, 2024 | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------------------- | :--------------------------------------- | :--------------------------------------- | :------------------------------------- | :------------------------------------- | | General and administrative costs | $221,127 | $1,685 | $568,535 | $1,685 | | Loss from operations | $(221,127) | $(1,685) | $(568,535) | $(1,685) | | Dividends earned on marketable securities | $1,844,469 | $0 | $3,674,951 | $0 | | Net income (loss) | $1,623,342 | $(1,685) | $3,106,416 | $(1,685) | | Basic and diluted net income per redeemable Class A ordinary share | $0.07 | $0.00 | $0.14 | $0.00 | | Basic and diluted net income (loss) per non-redeemable Class B ordinary share | $0.07 | $(0.00) | $0.14 | $(0.00) | Condensed Statements of Changes in Shareholders' Deficit This section details the changes in the Company's shareholders' deficit over specific periods, reflecting net income, accretion, and other equity adjustments | Period | Balance — December 31, 2024 | Accretion for Class A ordinary shares to redemption amount | Net income | Balance – June 30, 2025 | | :-------------------------------- | :-------------------------- | :------------------------------------------------------- | :--------- | :---------------------- | | Shareholders' Deficit | $(5,597,570) | $(3,674,951) | $3,106,416 | $(6,166,105) | Condensed Statements of Cash Flows This section summarizes the Company's cash inflows and outflows from operating, investing, and financing activities over specific periods | Metric | For the Six Months Ended June 30, 2025 | For the Six Months Ended June 30, 2024 | | :------------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net income (loss) | $3,106,416 | $(1,685) | | Dividends and unrealized gain on marketable securities held in Trust Account | $(3,674,951) | $0 | | Net cash used in operating activities | $(402,919) | $0 | | Net cash provided by financing activities | $0 | $70,000 | | Net Change in Cash | $(402,919) | $70,000 | | Cash – End of period | $35,255 | $72,021 | Notes to Condensed Financial Statements This section provides detailed explanatory notes to the condensed financial statements, covering significant accounting policies, financial instruments, and other disclosures - The Company was incorporated on April 19, 2022, as a blank check company (SPAC) for the purpose of effecting a business combination[23] - The Initial Public Offering (IPO) of 17,250,000 units at $10.00 per unit was consummated on December 24, 2024, generating gross proceeds of $172,500,000[25] - An amount of $174,225,000 from the IPO proceeds and private placement warrants was placed in a Trust Account on December 24, 2024, and invested in U.S. government securities or money market funds[29] - Public shareholders have the opportunity to redeem their Public Shares for a pro rata portion of the Trust Account upon completion of a Business Combination[30][31] - The Company must complete a Business Combination by June 24, 2026 (18 months from IPO closing), or it will cease operations and liquidate[37] - Management has determined that liquidity issues and the mandatory liquidation deadline raise substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed by June 20, 2026[46][47][49] - The Company is an "emerging growth company" and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[55][56] - Marketable securities held in the Trust Account, primarily U.S. Treasury securities in money market funds, are classified as trading securities and measured at fair value using Level 1 inputs[62][64] - Class A ordinary shares subject to possible redemption are classified as temporary equity, with changes in redemption value recognized immediately[79] - The Sponsor holds 4,657,500 Class B ordinary shares (Founder Shares), which automatically convert to Class A ordinary shares upon the initial Business Combination[84] - The Company pays its Sponsor a monthly fee of $10,000 for administrative and support services, incurring $30,000 and $60,000 for the three and six months ended June 30, 2025, respectively[90] - 7,075,000 Private Placement Warrants were purchased by the Sponsor and BTIG at $1.00 per warrant, generating $7,075,000, with proceeds added to the Trust Account[92] - A deferred underwriting fee of $6,037,500 is payable to the underwriters upon the completion of a Business Combination[98] - As of June 30, 2025, there were 15,700,000 warrants outstanding (8,625,000 Public Warrants and 7,075,000 Private Placement Warrants)[106] - The Company may redeem outstanding warrants at $0.01 per warrant if the Class A ordinary share price equals or exceeds $18.00 for 20 trading days within a 30-day period, subject to an effective registration statement[108][111] - The Chief Financial Officer is identified as the Chief Operating Decision Maker (CODM), and management has determined there is only one reportable segment[116] - On August 8, 2025, the Company 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[122] [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202%2E%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%2