ProLogium Holding Inc. filed a Schedule 425 with the U.S. Securities and Exchange Commission on June 23, 2026, formalizing in the public record its planned business combination with Translational Development Acquisition Corp. (TDAC), a blank-check company carrying Commission File No. 001-42451. The document is a merger communication - the genre of filing that begins the paper trail of a de-SPAC transaction - and it lands a solid-state battery developer squarely on the path to a public listing. For a storage-business desk, the filing is useful less for what it announces than for the specific financial condition it puts on the record and the larger number it conspicuously does not.

The text of the 425 is, in part, a social-media post ProLogium published the same day recapping the founder and CEO's appearance at The Battery Show Europe 2026, and in part the boilerplate that accompanies every merger communication: a forward-looking-statements caveat, an "Additional Information" notice, and a list of participants in the solicitation. Read for its financial content, the filing confirms the transaction's mechanics. ProLogium is the operating company; TDAC is the special-purpose acquisition vehicle whose public shareholders will vote on the combination. A registration statement on Form F-4 - the form a foreign private issuer uses - is "expected to be filed by ProLogium with the SEC," and it "will include a proxy statement of TDAC and a prospectus of ProLogium." That F-4, not this communication, is where the deal's economics will be set out.

"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 (including the $250 million Minimum Cash condition)"- ProLogium Holding Inc., Schedule 425, source

The $250 million Minimum Cash condition is the single hardest financial number in the document, and it appears inside the risk-factor list rather than as a headline term. In SPAC structures a minimum cash condition functions as a floor: the combination can be terminated if, after public shareholders exercise their right to redeem shares for cash, the trust and any concurrent financing do not leave at least the stated amount available to the combined company. The 425 itself frames the related risk as "the amount of redemption requests made by TDAC's public shareholders." The filing does not state how much cash sits in TDAC's trust, whether a PIPE or other concurrent financing is contemplated, or what redemption level would breach the floor - all of which are the kinds of figures that a proxy statement/prospectus, when filed, would be expected to disclose.

What the filing does not disclose

What is absent is as relevant as what is present. The forward-looking-statements section lists, among the projections it disclaims, "the sources and uses of proceeds from the business combination" and "the anticipated enterprise value of the combined company following the consummation of the business combination." Those phrases tell you that an enterprise value and a use-of-proceeds breakdown exist as concepts the parties intend to disclose - but the 425 itself states neither. There is no combined-company valuation in this document, no proceeds figure, no pro forma ownership split, and no stated ticker or exchange beyond a generic risk about "the ability to maintain the stock exchange listing standards following the consummation of the business combination." A reader who wants the deal's price tag will have to wait for the F-4. On the evidence of this filing alone, that number has not been made public.

The operating business the 425 describes is more fully drawn. ProLogium, founded in 2006, is identified as "an energy innovation company dedicated to the development and manufacturing of next-generation lithium ceramic batteries, holding over 1,100 global patents (granted and pending)." The filing states that in 2013 the company introduced a battery architecture featuring a 100% ceramic separator and characterizes itself as "the first company globally to successfully commercialize solid-state batteries," and that in 2025 it introduced what it calls a "superfluidized all-inorganic solid-state lithium ceramic battery." The company reports having "delivered over 2.4 million battery cells worldwide" in the social-post portion of the filing, and, in the formal "About" section, having "shipped more than 800,000 cells to date." The two figures are stated in different parts of the document and the filing does not reconcile them; both are reproduced here as the filing presents them.

Manufacturing footprint and timeline

On capacity, the 425 is specific in a way that matters for any later read of the F-4's projections. ProLogium states it "inaugurated its first GWh-class gigafactory in Taoyuan, Taiwan" in 2024, established an overseas R&D center in Paris-Saclay, France, in May 2024, and is advancing "the construction of our gigafactory in Dunkirk, France." On the European facility's schedule, the filing states the Dunkirk site "completed its environmental assessment and building permit process by the end of 2024, with construction expected to begin in 2026," and that "ramp-up is expected to begin between Q4 2028 and Q1 2029, followed by formal mass production and deliveries in Q2 2029." Those dates place the company's headline European mass-production milestone roughly three years out from this filing - a timeline that any combined-company financial model would have to fund through, which loops back to why the $250 million minimum cash floor is the term to watch.

TDAC, for its part, is described in the filing as a blank-check company "incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses," with a management team "led by Michael B. Hoffman, its chief executive officer and chairman of the board of directors, and Avanindra C. Das, chief financial officer." The 425 notes that ProLogium, TDAC, and their respective directors and executive officers "may be deemed to be participants in the solicitation of proxies from TDAC shareholders," with details on their interests to come in the proxy statement/prospectus.

For now, the document on file establishes a narrow set of verifiable facts: a named de-SPAC counterparty, a Form F-4 path, a $250 million minimum cash floor that the redemption-vote outcome will test, and a roughly Q2-2029 European mass-production target. The enterprise value, the sources and uses of proceeds, and the trust and financing figures that would let anyone gauge how comfortably the company clears that floor are flagged in the filing as forthcoming - and are not in this one. The document filed June 23 is the start of that disclosure, not the substance of it.