Form 8-K

8-K — Translational Development Acquisition Corp.

Accession: 0001104659-26-075471

Filed: 2026-06-18

Period: 2026-06-17

CIK: 0001926599

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2618193d1_8k.htm (Primary)

EX-3.1 — EXHIBIT 3.1 (tm2618193d1_ex3-1.htm)

EX-10.1 — EXHIBIT 10.1 (tm2618193d1_ex10-1.htm)

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2026-06-17

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2026-06-17

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 17, 2026

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42451

N/A

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

E. 83rd Street,

New

York, New York

10028

(Address

of principal executive offices)

(Zip

Code)

Registrant’s telephone number, including

area code: (917) 979-3072

Not Applicable

(Former name or former address, if changed since

last report.)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange

on which registered

Units,

each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

TDACU

The

Nasdaq Stock Market LLC

Class A

ordinary shares, $0.0001 par value per share

TDAC

The

Nasdaq Stock Market LLC

Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of

$11.50

TDACW

The

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company x

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

On June 17, 2026, in connection with the approval by its shareholders

of the Trust Agreement Amendment Proposal (as defined below) at the Meeting (as defined below), Translational Development Acquisition

Corp., a Cayman Islands exempted company (the “Company”), entered into an amendment (the “Trust Agreement Amendment”)

to the Investment Management Trust Agreement, dated as of December 23, 2024 (the “Trust Agreement”), by and between the Company

and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”).

The Trust Agreement Amendment permits the Company to extend the date

by which the Company must consummate an initial business combination from June 24, 2026 (the “Deadline Date”) up to twelve

(12) times, each by an additional one-month period, to June 24, 2027, by providing five days’ advance notice to the Trustee prior

to the applicable Deadline Date and depositing into the Company’s trust account (the “Trust Account”), for each one-month

extension, the lesser of $200,000 and $0.03 per outstanding public share two (2) days prior to such extension.

The foregoing description of the Trust Agreement Amendment does not

purport to be complete and is qualified in its entirety by reference to the Trust Agreement Amendment, a copy of which is filed as Exhibit

10.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change

in Fiscal Year.

On June 17, 2026, the Company held an extraordinary general meeting

of shareholders (the “Meeting”).

The Company’s Amended and Restated Memorandum and Articles of

Association, as adopted by special resolution passed on December 20, 2024 (the “Existing Charter”), provided that the Company

had until June 24, 2026 to consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar

business combination with one or more businesses or entities (a “Business Combination,” and such period, the “Combination

Period”).

At the Meeting, the Company’s shareholders approved, as a special

resolution, an amendment to the Existing Charter in the form set forth in Annex A to the Company’s definitive proxy statement dated

May 27, 2026 (the “Extension Amendment”). The Extension Amendment extends the date by which the Company must consummate a

Business Combination up to twelve (12) times from June 24, 2026 to June 24, 2027, each by an additional one-month period, for a total

of twelve (12) months after the Deadline Date, assuming a Business Combination has not occurred.

The Company filed the Extension Amendment with the Registrar of Companies

of the Cayman Islands on June 17, 2026. The foregoing description of the Extension Amendment does not purport to be complete and is qualified

in its entirety by reference to the Extension Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by

reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Meeting, holders of an aggregate of 17,430,905 ordinary shares

of the Company, representing approximately 79.56% of the 21,907,500 ordinary shares issued and outstanding and entitled to vote as of

May 19, 2026, the record date for the Meeting, were present in person, virtually or by proxy, constituting a quorum.

At the Meeting, the Company’s shareholders were presented with

the following proposals:

Extension Amendment Proposal. A proposal, by special resolution, to amend the Existing Charter by adopting the Extension Amendment

to extend the date by which the Company must consummate a Business Combination up to twelve (12) times from June 24, 2026 to June 24,

2027, each by an additional one-month period, for a total of twelve (12) months after June 24, 2026, assuming a Business Combination has

not occurred (the “Extension Amendment Proposal”).

The Extension Amendment Proposal was approved with the following vote:

For

Against

Abstentions

Broker Non-Votes

16,621,609

809,296

Trust Agreement Amendment Proposal. A proposal to amend the Trust Agreement to allow the Company to extend the Deadline Date

up to twelve (12) times for an additional one-month period each time up to June 24, 2027 by providing five days’ advance notice

to the Trustee prior to the applicable Deadline Date and depositing into the Trust Account, for each one-month extension, the lesser of

$200,000 and $0.03 per outstanding public share two (2) days prior to such extension (the “Trust Agreement Amendment Proposal”).

The Trust Agreement Amendment Proposal was approved with the following

vote:

For

Against

Abstentions

Broker Non-Votes

16,621,609

809,296

Adjournment Proposal. A proposal, by ordinary resolution, to adjourn the Meeting to a later date or dates, if necessary, either

(i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there were not sufficient

votes to approve the Extension Amendment Proposal or the Trust Agreement Amendment Proposal or to provide additional time to effectuate

the Extension, the Trust Agreement Amendment and the Extension Amendment, or (ii) if the Company’s board of directors determined

before the Meeting that it was not necessary or no longer desirable to proceed with the other proposals (the “Adjournment Proposal”).

The Adjournment Proposal was approved with the following vote:

For

Against

Abstentions

Broker Non-Votes

16,621,609

809,296

Although the Adjournment Proposal was approved, no adjournment of the

Meeting was effected in connection with the foregoing proposals.

In connection with the vote to approve the Extension Amendment Proposal,

holders of 2,598,697 Class A ordinary shares issued in the Company’s initial public offering properly exercised their right to

redeem such shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately

$27,817,433.95 (the “Meeting Redemptions”). Following the Meeting Redemptions, 14,651,303 Class A ordinary shares issued

in the Company’s initial public offering remain outstanding.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are being filed herewith:

Exhibit No.

Description of Exhibits

3.1

Amendment to Amended and Restated Memorandum and Articles of Association of Translational Development Acquisition Corp.

10.1

Amendment to Investment Management Trust Agreement, dated as of June 17, 2026, by and between Translational Development Acquisition Corp. and Continental Stock Transfer & Trust Company, as trustee.

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: June 18, 2026

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

By:

/s/ Michael B. Hoffman

Name:

Michael B. Hoffman

Title:

Chief Executive Officer

EX-3.1 — EXHIBIT 3.1

EX-3.1

Filename: tm2618193d1_ex3-1.htm · Sequence: 2

Exhibit 3.1

AMENDMENT TO

THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES

OF ASSOCIATION

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

June 17, 2026

RESOLVED, as a special

resolution, that:

(i)

Article 49.7 of the Amended and Restated Memorandum and Articles of Association of the Company as adopted by special resolution passed on December 20, 2024 (the “Existing Memorandum and Articles”) be deleted in its entirety and replaced as follows:

49.7

The Company has until 24 June 2026 (the “Deadline Date”) to consummate a Business Combination, provided however that if the board of directors of the Company anticipates that the Company may not be able to consummate a Business Combination by 24 June 2026, the Company may, by resolution of Directors, at the request of the Sponsor, extend the period of time to consummate a Business Combination up to twelve (12) times, each by an additional one (1) month, for a total of up to twelve (12) months from the Deadline Date to complete a Business Combination), subject to the Sponsor depositing additional funds into the Trust Account upon five (5) days’ advance notice prior to the applicable deadline as set out in the Trust Agreement and referred to in the Company’s Registration Statement on Form 8-A as filed with the Securities and Exchange Commission. In the event that the Company does not consummate a Business Combination by the Deadline Date (or twelve (12) months after the Deadline Date (subject in the latter case to valid extensions having been made in each case) or such later time as the Members of the Company may approve in accordance with these Articles, the Company shall:

(a)

cease all operations except for the purpose of winding up;

(b)

as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company (less taxes payable and up to US$100,000 of interest to pay dissolution expenses), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

(c)

as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve,

subject in each case, to

its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of Applicable

Law. If the Company shall wind up for any other reason prior to the consummation of a Business Combination, the Company shall, as promptly

as reasonably possible but not more than ten business days thereafter, follow the foregoing procedures set out in this Article with respect

to the liquidation of the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and in

all cases subject to the other requirements of Applicable Law.

(ii)

Article 49.8 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows:

49.8

In the event that any amendment is made to these Articles:

(a)

that would modify the substance or timing of the Company’s obligation to provide holders of Public Shares the right to:

(i)

have their shares redeemed or repurchased in connection with a Business Combination pursuant to Articles 49.2(b) or 49.5; or

A-1

(ii)

redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination by the Deadline Date (or twelve (12) months after the Deadline Date pursuant to Article 49.7 (subject in the latter case to valid extensions having been made in each case); or

(b)

with respect to any other provision relating to the rights of holders of Public Shares,

each holder of Public Shares who is not

a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval of any such amendment

(an Amendment Redemption) at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account not previously released to the Company to pay income taxes, if any, divided by

the number of Public Shares then in issue.

(iii)

Article 49.10 of the Existing Memorandum and Articles be deleted in its entirety and replaced as follows:

49.10

After the issue of Public Shares (including pursuant to the Over-Allotment Option), and prior to the consummation of a Business Combination, the directors shall not issue additional Shares or any other securities that would entitle the holders thereof to:

(a)

receive funds from the Trust Account; or

(b)

vote as a class with the Public Shares:

(i)

on a Business Combination or on any other proposal presented to Members prior to or in connection with the completion of a Business Combination; or

(ii)

to approve an amendment to these Articles to:

(A)

extend the time the Company has to consummate a Business Combination beyond the Deadline Date or twelve (12) months after the Deadline Date pursuant to Article 49.7 (subject in the latter case to valid extensions having been made in each case); or

(B)

amend the foregoing provisions of these Articles,

unless (in connection with any such

amendment), each holder of Public Shares who is not a Founder, Officer or Director shall be provided with the opportunity to redeem their

Public Shares in accordance with these Articles.

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618193d1_ex10-1.htm · Sequence: 3

Exhibit 10.1

AMENDMENT

TO THE

INVESTMENT MANAGEMENT TRUST AGREEMENT

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

This Amendment (this “Amendment”),

dated as of June 17, 2026, to the Original Trust Agreement (as defined below), is made by and between Translational Development Acquisition

Corp. (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used

but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and

the Trustee entered into an Investment Management Trust Agreement dated as of December 23, 2024 (the “Original Trust Agreement”);

WHEREAS, Section 1(i) of

the Original Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”)

under the circumstances described therein;

WHEREAS, at an extraordinary

general meeting of the Company held on June 17, 2026 (the “Extraordinary General Meeting”), the Company’s shareholders

approved (i) a proposal to amend Translational Development’s Amended and Restated Memorandum and Articles of Association, dated

as of December 20, 2024 (the “Existing Charter”) to extend the date by which the Company must consummate a business combination

(the “Combination Period”) up to twelve (12) times from June 24, 2026 (the “Deadline Date”) to June 24, 2027,

with each extension comprised of one month (each an “Extension”) for a total of twelve (12) months after the Deadline Date

(assuming a Business Combination has not occurred); and (ii) a proposal to amend the Original Trust Agreement, to permit the Company to

extend the Deadline Date up to twelve (12) times for an additional one (1) month each time from the Deadline Date to June 24, 2027 by

providing five days’ advance notice to the Trustee prior to the applicable Deadline Date and depositing into the Trust Account the

lessor of $200,000 or $0.03 per outstanding public share for each one-month extension two (2) days prior to such Extension.

NOW THEREFORE, IT IS AGREED:

1. Section 1(i) of the Original

Trust Agreement is hereby amended and restated in its entirety as follows:

“(i) Commence liquidation of the

Trust Account only after and promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination

Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,

as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board

of Directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit

A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property

in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and,

in the case of Exhibit B, up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter

and the other documents referred to therein, or (y) upon the date which is the later of (1) June 24, 2027 or (2) such later date as may

be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of

association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be

liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property

in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and

up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It

is acknowledged and agreed there should be no reduction in the principal amount per share initially deposited in the Trust Account;”

2. The Original Trust Agreement

is hereby amended by adding Exhibit E as follows:

B-1

EXHIBIT E

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

6201 12th Avenue

New York, NY 11219

Attn: Francis Wolf and Celeste Gonzalez

Re: Trust Account – Extension Letter

Ladies and Gentlemen:

Pursuant to the Investment

Management Trust Agreement between Translational Development Acquisition Corp. (“Company”) and Continental Stock Transfer

& Trust Company, dated as of December 23, 2024 (“Trust Agreement”), this is to advise you that the Company is extending

the time available to consummate a Business Combination for an additional one (1) month, from ________ to ________ (the “Extension”).

This Extension Letter shall

serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise

defined shall have the meanings ascribed to them in the Trust Agreement.

In accordance with the terms

of the Trust Agreement, we hereby authorize you to deposit the lessor of $200,000 or $0.03 per outstanding public share for each one-month

extension two (2) days prior to such Extension, which will be wired to you, into the Trust Account investments upon receipt.

This is the [first/second/third/fourth/fifth/sixth/seventh/eighth/ninth/tenth/eleventh/twelfth]

of up to 12 Extension Letters.

Very truly yours,

Translational Development Acquisition Corp.

By:

Name:

Title:

cc: BTIG LLC

3. All other provisions of the Original Trust

Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be signed in any number

of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same

effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed

to be an original signature for purposes of this Amendment.

5. This Amendment is intended to be in full compliance

with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in

fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished

by all parties hereto.

6. This Amendment shall be governed by and construed

and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result

in the application of the substantive laws of another jurisdiction.

[signature page follows]

IN WITNESS WHEREOF, the parties

have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee

By:

/s/ Francis Wolf

Name:

Francis Wolf

Title:

Vice President

TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.

By:

/s/ Michael B. Hoffman

Name:

Michael B. Hoffman

Title:

Chief Executive Officer

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

+ References

No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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