TDAC to acquire solid-state battery maker ProLogium in $3.8B SPAC merger

The obligations of the Company and the Acquisition Entities to consummate the Business Combination are also conditioned upon, among other things: (i) the accuracy of the representations and warranties of TDAC, subject to certain materiality standards set forth in the Business Combination Agreement; (ii) material compliance by TDAC with its covenants, obligations and agreements under the Business Combination Agreement; (iii) the absence of any TDAC Material Adverse Effect, as defined in the Business Combination Agreement; (iv) the extension of the deadline by which TDAC must consummate its initial business combination to a date after June 24, 2026 (the “TDAC Extension”); (v) receipt by the Company of the closing deliverables required to be delivered by TDAC; and (vi) Available Cash, as defined in the Business Combination Agreement, being greater than or equal to $250,000,000.

The Business Combination Agreement contemplates that, prior to or concurrently with the consummation of the Business Combination, the Company, TDAC and certain Company shareholders will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which each such Company shareholder will agree, subject to customary exceptions, not to transfer certain Company ordinary shares and other securities held, issuable or acquirable by such Company shareholder immediately after the Second Merger Effective Time during the applicable lock-up period. The Lock-Up Agreement provides for lock-up periods of eighteen (18) months from and after the Closing Date for the Founder and his controlled entity, twelve (12) months from and after the Closing Date for management holders, and six (6) months from and after the Closing Date for the SBCVC entities, New Epoch, the New Horizon shareholders and other Company shareholders listed in the Lock-Up Agreement, in each case subject to the terms and exceptions set forth in the Lock-Up Agreement.

Concurrently with the execution and delivery of the Business Combination Agreement, TDAC, the Company and TDAC Partners LLC, a Delaware limited liability company (the “Sponsor”), entered into a sponsor letter agreement (the “Sponsor Letter Agreement”), pursuant to which the Sponsor agreed, among other things, to (i) attend any meeting of TDAC shareholders for purposes of establishing a quorum, and vote all TDAC ordinary shares and other voting securities held by it in favor of approving the transactions contemplated by the Business Combination Agreement, including any proposal to extend the time by which TDAC must consummate an initial business combination; (ii) not transfer any TDAC ordinary shares, warrants or other equity securities held by it, except for transfers permitted under the Sponsor Letter Agreement; (iii) waive any dissenters’, appraisal or similar rights with respect to its TDAC ordinary shares in connection with the transactions contemplated by the Business Combination Agreement; (iv) not redeem any TDAC ordinary shares held by it in connection with such business combination or any proposal to extend the time by which TDAC must consummate an initial business combination; and (v) waive any anti-dilution adjustment to the conversion ratio between TDAC Class B ordinary shares and TDAC Class A Ordinary Shares set forth in Article 17.3 of TDAC’s amended and restated memorandum and articles of association, in each case on the terms set forth in the Sponsor Letter Agreement. The Sponsor also agreed, subject to specified exceptions, not to transfer, for twelve (12) months following the consummation of the Business Combination, any Company Class A Ordinary Shares and Company warrants held by it immediately after the First Merger Effective Time, or any Company Class A Ordinary Shares acquired upon conversion, exercise or exchange of such Company warrants.

On May 27, 2026, TDAC and ProLogium issued a joint press release announcing their entry into the Business Combination Agreement.

In connection with the Business Combination, ProLogium is expected to file with the SEC a registration statement on Form F-4, which will include a proxy statement of TDAC and a prospectus of ProLogium.

the occurrence of any event, change or other circumstance that could delay, impede or prevent the Business Combination or give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against ProLogium or TDAC, the combined company or others following the announcement of the Business Combination; the inability to complete the Business Combination due to the failure to obtain approval of the shareholders of ProLogium or TDAC or to satisfy other conditions to closing; failure to obtain the TDAC Extension, the amount of redemption requests made by TDAC’s public shareholders or the Company Shareholders; the ability to maintain the stock exchange listing standards following the consummation of the Business Combination

ProLogium Holding Inc. (“ProLogium” or the “Company”), a global leader in the innovation and manufacturing of next-generation solid-state batteries, and Translational Development Acquisition Corp. ("TDAC") (Nasdaq: TDAC), a special purpose acquisition company, today announced they have entered into a definitive agreement for a business combination that would result in ProLogium becoming a publicly listed company (the “Transaction”).

The transaction values Prologium at approximately $3.8B on a pre-money, net cash-free basis.

ProLogium has shipped a total of over 2.4 million battery cells to customers since 2013, of which more than 800,000 are its 3rd-generation batteries from the Gigafactory in Taiwan. ... With a portfolio of 1,100+ patents, ProLogium has introduced its 4th-generation superfluidized inorganic solid-state battery solution with zero thermal runaway, high energy density, low temperature performance, fast charging, competitive cost, and commercial readiness.

The transaction is expected to fund the scaling of the production of the company’s 4th-generation batteries and the construction of ProLogium's new gigafactory in Dunkirk, France—an effort supported by an approved subsidy package of up to ~€1.4 billion from the Government of the French Republic.

ProLogium is quickly moving into growth markets, including AI data centers, aerospace, robotics, and defense, while continuing to strengthen its position in EVs.

Translational Development Acquisition Corp. ("TDAC") and their respective subsidiaries, shareholders and associated undertakings and their businesses. This presentation has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between the Company and TDAC and the related transactions (together, the "Potential Business Combination")

Pre-Money Enterprise Valuation (1) Compelling valuation in light of ProLogium's next-generation battery technology, manufacturing track record, and commercial traction ~$3.8B TARGET GROSS PROCEEDS Will seek to be funded by a combination of anticipated PIPE proceeds and TDAC cash in trust at the close of the transaction ~$300M (1) Pre-Money Equity Valuation of ~$3.9B adjusted for $100M in net cash on ProLogium balance sheet.

The First Solid-State Battery ("SSB") Company to Achieve Commercial-Scale Cell Production (2013) and Approach Gigawatt-hour Scale Production Capacity (2027) The First Solid State Battery Demo Car in 2019 Designed A Battery with zero Thermal Runaway risk with Gen 4 Technology Largest Patent Portfolio Among Pure-Play SSB Manufacturers Awarded the EU's largest subsidy to a foreign Battery Developer (up to ~€1.4B) to drive European Expansion in Dunkirk, France (1) ~$690M Raised to Date from Institutional and Strategic Parties

Funding supports ProLogium's manufacturing expansion outside Taiwan and Gen 4 battery commercialization; Initial phase of Dunkirk, France factory supports >4 GWh/yr of 4th Generation Solid-State battery production

€1.37B total approved ■ €275M advance payment already secured ■ Funded by French government via BPI France ■ Authorized by European Commission (SA.106740)