TDAC enters Business Combination Agreement to merge with ProLogium

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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):
May 27, 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.) |

52 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:

x |
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

If
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.

Business Combination Agreement

On May 27, 2026, Translational Development Acquisition Corp., a
Cayman Islands exempted company with limited liability (“TDAC”), entered into an Agreement and Plan of Merger (as it may
be amended, restated or otherwise modified from time to time, the “Business Combination Agreement”) with Prologium Holding
Inc., a Cayman Islands exempted company with limited liability (“ProLogium” or the “Company”), PLG Merger Sub
1, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of the Company (“Merger Sub 1”),
and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct subsidiary of the Company (“Merger
Sub 2” and, together with Merger Sub 1, the “Acquisition Entities”).

Pursuant to the Business Combination Agreement, among other transactions
and subject to the terms and conditions set forth therein, immediately following the Recapitalization (as defined below), (i) at
the effective time of the First Merger (the “First Merger Effective Time”), Merger Sub 1 will merge with and into TDAC (the
“First Merger”), whereupon the separate corporate existence of Merger Sub 1 will cease and TDAC will be the surviving company
and continue as a wholly-owned subsidiary of the Company, and (ii) immediately after the consummation of the First Merger, TDAC,
as the surviving company of the First Merger, will merge with and into Merger Sub 2 (the “Second Merger” and, together with
the First Merger, the “Mergers”), whereupon the separate corporate existence of TDAC will cease and Merger Sub 2 will be the
surviving company and continue as a wholly-owned subsidiary of the Company. The transactions contemplated by the Business Combination
Agreement are referred to herein as the “Business Combination.”

The Business Combination

Pursuant to the Business Combination Agreement, on the closing date
of the Business Combination (the “Closing Date”), immediately prior to the First Merger Effective Time, the Company will adopt
an amended and restated memorandum and articles of association (the “Listing A&R AoA”), which will become effective upon
the closing of the Business Combination (the “Closing”), and will implement a recapitalization of its share capital (the “Recapitalization”).

The Recapitalization will include a share consolidation pursuant to
which each common share and preferred share of the Company outstanding or authorized immediately prior to the First Merger Effective
Time (collectively, the “Pre-Recapitalization Company Shares”) will be consolidated into a number of shares equal to the
Consolidation Factor (as defined below). Following such share consolidation, the resulting shares will be repurchased and cancelled by
the Company in exchange for the issuance of Company ordinary shares, with the class of Company ordinary shares determined as set forth
in the Business Combination Agreement and the Listing A&R AoA. The “Consolidation Factor” means the quotient obtained
by dividing the Per Share Equity Value by $10.00, and “Per Share Equity Value” means the equity value of the Company divided
by the aggregate number of Pre-Recapitalization Company Shares issued and outstanding immediately prior to the Recapitalization. The
press release furnished as Exhibit 99.1 to this Current Report describes the Business Combination as implying an approximately $3.8 billion
valuation for ProLogium on a net cash-free basis.

At the First Merger Effective Time, by virtue of the First Merger and
without any action on the part of TDAC, the Company, Merger Sub 1 or the holders of TDAC securities, each issued and outstanding Class A
ordinary share of TDAC, par value $0.0001 per share (“TDAC Class A Ordinary Shares”), other than any TDAC Class A
Ordinary Shares held by holders who validly exercise and do not effectively withdraw or lose their dissenter rights under Section 238
of the Companies Act (As Revised) of the Cayman Islands (the “Cayman Islands Companies Act”), will be cancelled in exchange
for the right to receive one (1) Class A ordinary share of the Company, par value $0.0001 per share (“Company Class A
Ordinary Share”). Each issued and outstanding TDAC ordinary share held by a holder who validly exercises and does not effectively
withdraw or lose such dissenter rights will be cancelled and will carry no rights other than the right to receive the fair value of such
share determined in accordance with Section 238 of the Cayman Islands Companies Act.

At the First Merger Effective Time, each outstanding and unexercised
warrant of TDAC (“TDAC Warrant”) will be converted into and become the right to receive a warrant of the Company on the same
terms and conditions as the applicable TDAC Warrant. The Company is expected to be named ProLogium Technology and to be listed on Nasdaq
under the ticker symbol PRLG following the Closing.

The Business Combination Agreement has been approved by the boards
of directors of TDAC, the Company and each of the Acquisition Entities.

Conditions to Closing

The consummation of the Business Combination is conditioned upon, among
other things: (i) approval for listing of the Company Class A Ordinary Shares and Company warrants contemplated to be listed
pursuant to the Business Combination Agreement on Nasdaq; (ii) the absence of any governmental order
enjoining, restraining, prohibiting or otherwise making illegal the consummation of the Business Combination; (iii) receipt of the
required approval by TDAC shareholders; (iv) receipt of the required approval by Company shareholders; (v) the effectiveness
of the registration statement to be filed by the Company under the Securities Act of 1933, as amended (the “Securities Act”),
and the absence of any stop order or threatened or initiated action seeking a stop order with respect thereto; (vi) the Second Merger
Surviving Company, as successor to TDAC, having at least $5,000,001 of net tangible assets after the consummation of the Business Combination
and the closing of any TDAC shareholder redemptions; and (vii) completion of the Recapitalization in accordance with the Business
Combination Agreement.

The obligations of TDAC to consummate the Business Combination are
also conditioned upon, among other things: (i) the accuracy of the representations and warranties of the Company, subject to certain
materiality standards set forth in the Business Combination Agreement; (ii) material compliance by the Company with its covenants,
obligations and agreements under the Business Combination Agreement; (iii) the absence of any Company Material Adverse Effect, as
defined in the Business Combination Agreement, that is continuing as of the Closing; and (iv) receipt by TDAC of the closing deliverables
required to be delivered by the Company.

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.

Covenants

The Business Combination Agreement includes customary covenants of
the parties with respect to the operation of their respective businesses prior to the consummation of the Business Combination and efforts
to satisfy the conditions to consummation of the Business Combination. The Business Combination Agreement also contains additional covenants
of the parties, including covenants regarding: (i) preparation and filing by the Company of a registration statement on Form F-4,
or such other appropriate form as determined by the parties, that will include a proxy statement for the solicitation of proxies from
TDAC shareholders and a prospectus for the Company securities to be issued in the Business Combination; (ii) convening the extraordinary
general meeting of TDAC shareholders to approve the Business Combination and related proposals and to provide TDAC shareholders with the
opportunity to redeem their TDAC Class A Ordinary Shares in accordance with the TDAC governing documents; (iii) obtaining Company
shareholder approval; (iv) the composition of the board of directors of the Company following the Closing; (v) continued listing
of TDAC prior to the Closing and listing of the Company Class A Ordinary Shares and Company warrants as of the Second Merger Effective
Time; (vi) the release of funds from TDAC’s trust account; (vii) non-solicitation restrictions applicable to TDAC and
the Company; (viii) the TDAC Extension; and (ix) the parties’ commercially reasonable efforts to enter into and consummate
subscription agreements or backstop arrangements in connection with a private equity investment in TDAC to purchase TDAC Class A
Ordinary Shares on terms mutually agreeable to the parties.

Representations and Warranties

The Business Combination Agreement contains representations and warranties
of the Company and the Acquisition Entities relating, among other things, to corporate existence and power; corporate authorization; governmental
authorizations and consents; non-contravention; subsidiaries; capitalization; financial statements; undisclosed liabilities; absence of
changes; litigation and proceedings; compliance with laws and permits; significant contracts; intellectual property; employee benefit
plans; labor matters; taxes; insurance; real property and assets; environmental matters; affiliate transactions; vendors and customers;
certain business practices and anti-corruption matters; information supplied for inclusion in the registration statement and proxy statement;
broker’s fees; and no additional representations and warranties or outside reliance.

The Business Combination Agreement contains representations and warranties
of TDAC relating, among other things, to corporate existence and power; corporate authorization; governmental authorizations and consents;
non-contravention; litigation and proceedings; capitalization; undisclosed liabilities; SEC documents and controls; listing; information
supplied for inclusion in the registration statement and proxy statement; the trust account; absence of changes; compliance with laws
and permits; contracts; employees and employee benefit plans; properties; affiliate transactions; taxes; certain business practices and
anti-corruption matters; independent investigation; broker’s fees; and no additional representations and warranties or outside reliance.

The representations and warranties made in the Business Combination
Agreement will not survive the Second Merger Effective Time, except as otherwise set forth in the Business Combination Agreement.

Founder
IP Compensation

The
Business Combination Agreement provides that, prior to the Closing Date, in recognition of the Founder’s contributions to the Company
and the development of key Intellectual Property Rights for the Company (the “Founder IP”), the Company will reserve for
issuance a number of Equity Securities, which will consist of Class B ordinary shares of the Company upon the Closing, representing 2.5%
of the Company’s total share capital on a fully diluted basis as of the Closing (the “Cap”). From and after the Closing
Date, to determine the actual number of Class B ordinary shares of the Company to be issued to the Founder (the “Founder IP Compensation
Shares”), the Company shall timely engage an independent third-party valuation firm to conduct an independent valuation of the
Founder IP and shall issue a its final valuation report within two (2) months of engagement. Within one (1) month of the date of such
valuation report the Company ’s board shall instruct its compensation committee to review the final valuation report and
determine the number of Founder IP Compensation Shares that has the aggregate value equivalent to such fair valuation of the Founder
IP. The Founder IP Compensation Shares shall be issued to the Founder or an affiliate designated by the Founder.

New Equity Incentive Plan

Prior to the Closing Date, the Company is required to approve and adopt
a new incentive equity plan to be effective as of the Second Merger Effective Time and to provide for the grant of awards to service providers
of the Company and its subsidiaries, with a total pool of awards not exceeding such number of Company Class A Ordinary Shares equal
to 12.5% of the share capital of the Company immediately after the Closing on a fully diluted basis. Notwithstanding the foregoing, until and prior to the initial closing of the PIPE Investment, the incentive shares
approved to be granted shall be no more than 6.0% of the share capital of the Company immediately after the Closing on a fully diluted
basis.

Termination

The Business Combination Agreement may be terminated under certain
customary and limited circumstances prior to the Closing, including: (i) by written consent of all parties to the Business Combination
Agreement; (ii) by either the Company or TDAC if the Closing has not occurred on or before March 31, 2027, subject to the extension
mechanics set forth in the Business Combination Agreement if TDAC seeks and obtains the TDAC Extension with the prior written consent
of the Company; (iii) by either the Company or TDAC if consummation of the Mergers is permanently enjoined, prohibited, deemed illegal
or prevented by the terms of a final, non-appealable governmental order; (iv) by TDAC upon an uncured breach by the Company of certain
representations, warranties, covenants or agreements, subject to the applicable cure period and other limitations set forth in the Business
Combination Agreement; (v) by the Company if TDAC fails to obtain the TDAC Extension by June 24, 2026, fails to timely hold
the shareholder meeting to vote on the TDAC Extension, or if it becomes reasonably apparent to the Company that TDAC would be unable to
obtain the TDAC Extension, or upon an uncured breach by TDAC of certain representations, warranties, covenants or agreements, subject
to the applicable cure period and other limitations set forth in the Business Combination Agreement; or (vi) by either the Company
or TDAC if the TDAC shareholder approval is not obtained at the TDAC extraordinary general meeting, subject to any permitted adjournment
or postponement.

The foregoing description of the Business Combination Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy
of which is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1 and the terms of which
are incorporated by reference herein.

The Business Combination Agreement contains representations, warranties
and covenants that the respective parties made to each other as of the date of such agreement or other specific dates. The assertions
embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are
subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement.
The Business Combination Agreement has been included to provide investors with information regarding its terms. It is not intended to
provide any other factual information about the parties thereto. In particular, the representations, warranties, covenants and agreements
contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific
dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among
the parties instead of establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties
that differ from those applicable to investors. Investors should not rely on the representations, warranties, covenants and agreements
or any descriptions thereof as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement
or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties,
covenants and agreements may change after the date of the Business Combination Agreement, which subsequent information may or may not
be fully reflected in TDAC’s public disclosures.

Certain Related Agreements

Sponsor Letter 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.

The foregoing description of the Sponsor Letter Agreement does not
purport to be complete and is qualified in its entirety by the terms and conditions of the Sponsor Letter Agreement, a copy of which
is filed with this Current Report as Exhibit 10.1 and the terms of which are incorporated by reference herein.

ProLogium Shareholder Voting Agreement

Concurrently with the execution and delivery of the Business Combination
Agreement, the Company, TDAC and certain shareholders of the Company (the “Company Voting Shareholders”) entered into a voting
agreement (the “Voting Agreement”), pursuant to which each Company Voting Shareholder agreed, among other things, to vote,
or cause to be voted, its subject shares in favor of the Company shareholder approval and, if applicable, in favor of an adjournment of
the applicable Company shareholder meeting if there are insufficient votes to obtain such approval, and to cause its subject shares to
be counted as present for purposes of establishing a quorum.

Under the Voting Agreement, each Company Voting Shareholder also agreed
not to redeem any of its subject shares in connection with the Business Combination. The Voting Agreement provides that newly issued or
acquired Company securities and voting rights acquired prior to the Closing will be included as subject shares. The Company Voting Shareholders
and the Company further agreed to certain restrictions on amendments to specified investment agreements and to the termination of such
investment agreements and related rights effective as of the Closing, in each case as set forth in the Voting Agreement.

The foregoing description of the Voting Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of the Voting Agreement, a copy of which is filed with this
Current Report as Exhibit 10.2 and the terms of which are incorporated by reference herein.

ProLogium Shareholder Lock-Up Agreement

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.

The foregoing description of the Lock-Up Agreement does not purport
to be complete and is qualified in its entirety by the terms and conditions of the form of Lock-Up Agreement, a copy of which is filed
with this Current Report as Exhibit 10.3 and the terms of which are incorporated by reference herein.

Registration Rights Agreement

The Business Combination Agreement contemplates that, concurrently
with the consummation of the Business Combination, the Company, the Sponsor and certain Company shareholders will enter into a registration
rights agreement (the “Registration Rights Agreement”), which will be effective upon the Closing. Pursuant to the Registration
Rights Agreement, the Company will grant the Sponsor and such Company shareholders customary registration rights with respect to certain
registrable securities held by them following the Closing.

The Registration Rights Agreement requires the Company to use commercially
reasonable efforts to file, within forty-five (45) calendar days following the Closing Date, a shelf registration statement covering the
resale of all registrable securities, and to use commercially reasonable efforts to have such shelf registration statement declared effective
no later than the ninetieth (90th) calendar day, or one hundred and twentieth (120th) calendar day if the SEC notifies the Company that
it will review the registration statement, following the filing deadline, subject to the terms and conditions set forth therein. The Registration
Rights Agreement also provides for underwritten shelf takedown rights, subject to a $50 million minimum takedown threshold and a maximum
of two underwritten shelf takedowns in any calendar year, piggyback registration rights, block trade rights and other coordinated offering
rights, subject to the terms and limitations set forth therein.

The foregoing description of the Registration Rights Agreement does
not purport to be complete and is qualified in its entirety by the terms and conditions of the form of Registration Rights Agreement,
a copy of which is filed with this Current Report as Exhibit 10.4 and the terms of which are incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On May 27,
2026, TDAC and ProLogium issued a joint press release announcing their entry into the Business Combination Agreement. A copy of the press
release is furnished as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. Furnished as Exhibit 99.2 hereto
and incorporated into this Item 7.01 by reference is an investor presentation that TDAC and ProLogium have prepared for use in connection
with the announcement of the Business Combination.

The
information in this Item 7.01, including Exhibit s 99.1 and 99.2, is being furnished pursuant to Item 7.01 and will not be deemed
to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise
be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities
Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an
admission as to the materiality of any information in this Item 7.01, including Exhibits 99.1 and 99.2.

Forward-Looking Statements

This Current Report contains forward-looking statements within the
meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information
currently available to ProLogium and TDAC. In some cases, you can identify forward-looking statements by the following words: “may,”
“will,” “could,” “would,” “should,” “expect,” “intend,” “plan,”
“anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,”
“continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or
other similar expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain
these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including
projections of market opportunity, number of customers, vendors or users and market share, the capability of ProLogium’s technology,
ProLogium’s business plans including its plans to expand globally, the sources and uses of proceeds from the Business Combination,
the anticipated enterprise value of the combined company following the consummation of the Business Combination, any benefits of ProLogium’s
partnerships, strategies or plans as they relate to the Business Combination, anticipated benefits of the Business Combination and expectations
related to the terms and timing of the Business Combination are also forward-looking statements.

These statements involve risks, uncertainties and other factors that
may cause actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by
these forward-looking statements. These statements are based on ProLogium’s and TDAC’s reasonable expectations and beliefs
concerning future events and involve risks and uncertainties that may cause actual results to differ materially from current expectations.
These factors are difficult to predict accurately and may be beyond ProLogium’s and TDAC’s control. Forward-looking statements
in this Current Report speak only as of the date made. New uncertainties and risks arise from time to time, and it is impossible for ProLogium
or TDAC to predict these events or how they may affect ProLogium or TDAC. In addition, there will be risks and uncertainties described
in the proxy statement/prospectus relating to the Business Combination, which is expected to be filed by ProLogium with the SEC, and other
documents filed by ProLogium or TDAC from time to time with the SEC. These filings may identify and address other important risks and
uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

Neither ProLogium nor TDAC can assure you that the forward-looking
statements in this Current Report will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties,
including, among others, 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; the
risk that the Business Combination disrupts current plans and operations of ProLogium or TDAC as a result of the announcement and consummation
of the Business Combination; the ability to recognize the anticipated benefits of the Business Combination; costs related to the Business
Combination; changes in applicable laws or regulations; international trade disputes, including threatened or implemented tariffs by
the U.S. and threatened or implemented tariffs by foreign countries in retaliation; the ability of ProLogium to execute its business
model, including market acceptance of its planned products and services; the combined company’s ability to raise capital; future
financial performance of the combined company following the Business Combination; the possibility that TDAC or the combined company may
be adversely affected by other economic, business and/or competitive factors; risks associated with ProLogium’s efforts to commercialize
its products; ProLogium’s ability to maintain its existing agreements with third parties and to negotiate and enter into new definitive
agreements on favorable terms, if at all; the impact of competing products on ProLogium’s business; intellectual property-related
claims against ProLogium or the combined company; ProLogium’s dependence upon its key personnel and ability to attract and retain
such personnel and additional qualified personnel; ProLogium’s ability to source raw materials for its products; and other risks
and uncertainties to be set forth in the section entitled “Risk Factors” in the registration statement on Form F-4 to be
filed by ProLogium with the SEC and those included under the heading “Risk Factors” in TDAC’s filings with the SEC.
There may be additional risks that neither ProLogium nor TDAC presently knows or that ProLogium and TDAC currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements.

In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by ProLogium, TDAC, their respective directors, officers
or employees or any other person that ProLogium or TDAC will achieve their objectives and plans in any specified time frame, or at all.
The forward-looking statements in this Current Report represent the views of ProLogium and TDAC as of the date of this Current Report.
Subsequent events and developments may cause those views to change. Except as required by applicable law, neither ProLogium nor TDAC has
any duty to, and does not intend to, update or revise the forward-looking statements in this Current Report after the date of this Current
Report. You should, therefore, not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date
subsequent to the date of this Current Report.

Additional Information and Where to Find It

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.
TDAC shareholders and other interested persons are encouraged to read, when available, the preliminary proxy statement/prospectus included
in the registration statement and any other documents filed with the SEC because these documents will contain important information about
ProLogium, TDAC and the Business Combination. After the registration statement is declared effective, the definitive proxy statement/prospectus
to be included in the registration statement will be mailed to shareholders of TDAC as of a record date to be established for voting on
the Business Combination. Before making any voting or investment decision, investors and shareholders of TDAC are urged to carefully read
the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with
the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Business
Combination. The documents filed by TDAC and ProLogium with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov.

Participants in the Solicitation

ProLogium, TDAC and their respective directors and executive officers
may be deemed to be participants in the solicitation of proxies from TDAC shareholders with respect to the Business Combination. A list
of the names of TDAC’s directors and executive officers and information regarding their interests in the Business Combination will
be included in the proxy statement/prospectus for the Business Combination when available. Additional information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of TDAC shareholders in connection with the Business
Combination, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the
proxy statement/prospectus for the Business Combination when available.

No Offer or Solicitation

This Current Report is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the Business Combination and does not constitute an offer to
sell or the solicitation of an offer to buy any securities of ProLogium or TDAC, nor shall there be any sale of any such securities in
any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities
Act, or an exemption therefrom.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. |
  |
Exhibit |

2.1* |
  |
Business Combination Agreement |

10.1 |
  |
Sponsor Letter Agreement |

10.2* |
  |
Form of Prologium Shareholder Voting Agreement |

10.3* |
  |
Form of Prologium Shareholder Lock-Up Agreement |

10.4* |
  |
Form of Registration Rights Agreement |

99.1 |
  |
Press Release, dated May 27, 2026. |

99.2 |
  |
Investor Presentation |

104 |
  |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |

* Certain of the annexes, exhibits and schedules to this exhibit have
been omitted in accordance with Regulation S-K Item 601(a)(5) and/or Item 601(b)(2). The Registrant agrees to furnish supplementally
a copy of any omitted annex, exhibit or schedule to the SEC upon request.

SIGNATURES

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: May 27, 2026 |
  |
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. |

|
  |
  |

|
By: |
/s/ Michael B. Hoffman |

|
Name: |
Michael B. Hoffman |

|
Title: |
Chief Executive Officer |

### EX-2.1 - EXHIBIT 2.1
EX-2.1
2
tm2615602d1_ex2-1.htm
EXHIBIT 2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (as it may be
amended, restated or otherwise modified from time to time, this “ Agreement ”), dated as of May 27, 2026, is entered
into by and among Translational Development Acquisition Corp., a Cayman Islands exempted company with limited liability (“ TDAC ”),
Prologium Holding Inc., a Cayman Islands exempted company with limited liability (the “ Company ”), PLG Merger Sub 1,
a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“ Merger Sub 1 ”),
and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“ Merger
Sub 2 ” and, together with Merger Sub 1, the “ Acquisition Entities ”). TDAC, the Company, Merger Sub 1 and
Merger Sub 2 are referred to herein as the “ Parties .”

RECITALS

WHEREAS, TDAC is a blank check company incorporated
as a Cayman Islands exempted company with limited liability and formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, each of Merger Sub 1 and Merger Sub 2
is a newly formed entity wholly-owned by the Company and formed for the purpose of consummating the transactions contemplated by this
Agreement and the Ancillary Agreements (the “ Transactions ”);

WHEREAS, on the Closing Date, the Company shall
adopt the amended and restated memorandum and articles of association of the Company in substantially the form attached hereto as Annex
A (with such changes as may be agreed in writing by TDAC and the Company, the “ Listing A&R AoA ”), which shall
become effective upon the Closing and implement the Recapitalization;

WHEREAS, immediately following the Recapitalization,
upon the terms and subject to the conditions of this Agreement, (i) at the First Merger Effective Time, Merger Sub 1 shall be merged
with and into TDAC, whereupon the separate corporate existence of Merger Sub 1 shall cease and TDAC shall be the surviving company and
continue its existence under the Companies Act (As Revised) of the Cayman Islands (the “ Cayman Islands Companies Act ”)
as a wholly-owned Subsidiary of the Company; and (ii) immediately after the consummation of the First Merger, at the Second Merger
Effective Time, TDAC (as the surviving company of the First Merger) shall be merged with and into Merger Sub 2, whereupon the separate
corporate existence of TDAC shall cease and Merger Sub 2 shall be the surviving company and continue its existence under the Cayman Islands
Companies Act as a wholly-owned Subsidiary of the Company;

WHEREAS, the respective boards of directors of
TDAC, the Company and each of the Acquisition Entities have approved and declared advisable the transactions contemplated by this Agreement,
the First Plan of Merger and the Second Plan of Merger (including, as applicable, the Mergers and the issuance of Company Class A
Ordinary Shares in connection with the First Merger), upon the terms and subject to the conditions of this Agreement, the First Plan of
Merger and the Second Plan of Merger and in accordance with the Cayman Islands Companies Act, as applicable;

WHEREAS, prior to the Mergers, TDAC will provide
an opportunity to its shareholders to have their issued and outstanding TDAC Class A Ordinary Shares redeemed on the terms and subject
to the conditions set forth in the Amended and Restated Memorandum and Articles of Association of TDAC, adopted by special resolution
dated December 20, 2024 and effective on and from December 20, 2024 (as may be amended, restated or otherwise modified from
time to time, the “ TDAC Governing Document ”), in connection with the Transactions;

WHEREAS, concurrently with the execution and delivery
of this Agreement, and as an inducement to TDAC’s willingness to enter into this Agreement, certain Company Shareholders have entered
into a Voting Agreement with TDAC substantially in the form attached as Annex B hereto (the “ Voting Agreement ”);

WHEREAS, following the effectiveness of the Registration
Statement, the Company will obtain the approval of this Agreement and the Ancillary Agreements by Company Shareholders pursuant to the
requisite approvals under the Company Existing AoA (the “ Company Shareholder Approval ”), and deliver a copy of the
Company Shareholder Approval to TDAC;

WHEREAS, concurrently with the execution and delivery
of this Agreement, TDAC, the Company and Sponsor have entered into a Sponsor Letter Agreement substantially in the form attached as Annex
C hereto (the “ Sponsor Letter Agreement ”);

WHEREAS, concurrently with the consummation of
the transactions contemplated by this Agreement, the Company, the Sponsor, certain Company Shareholders, and certain of their respective
Affiliates, as applicable, shall enter into a Registration Rights Agreement substantially in the form attached as Annex D hereto
(the “ Registration Rights Agreement ”);

WHEREAS, prior to or concurrently with the consummation
of the transactions contemplated by this Agreement, the Company and certain Company Shareholders will enter into a Lock-Up Agreement substantially
in the form attached as Annex E hereto (the “ Lock-Up Agreement ”);

WHEREAS, upon the terms and subject to the conditions set forth herein,
prior to the First Merger Effective Time, TDAC and the Company shall consummate the PIPE Investment pursuant to and in accordance with
the terms of the applicable Subscription Agreements; and

WHEREAS, for U.S. federal income Tax purposes,
the parties intend that the Mergers, taken together, will qualify as a “reorganization” within the meaning of Section 368(a) of
the Code, and the Treasury Regulations promulgated thereunder, and this Agreement is intended to be and is adopted as a “plan of
reorganization” within the meaning of Sections 354 and 361 of the Code.

NOW, THEREFORE, in consideration of the foregoing
and the respective representations, warranties, covenants and agreements set forth in this Agreement, and intending to be legally bound
hereby, TDAC, the Company and each of the Acquisition Entities agree as follows:

ARTICLE 1

Certain Definitions

Section 1.01. Definitions .
As used herein, the following terms shall have the following meanings:

“ Acquisition Entities ” has
the meaning given to such term in the preamble hereto.

“ Acquisition Transaction ” has
the meaning given to such term in Section 9.09.

- 2 -

“ Action ” means any action,
suit, investigation, litigation, claim (including any crossclaim or counterclaim), assessment, arbitration, charge or proceeding (including
any civil, criminal, administrative, arbitral, investigative or appellate proceeding), in each case, that is by or before any Governmental
Authority.

“ Adjusted Option ” has the meaning
given to such term in Section 4.01(a).

“ Affiliate ” means, with respect
to any specified Person, any other Person that, directly or indirectly, controls, is controlled by, or is under common control with, such
specified Person, through one or more intermediaries or otherwise. For purposes of this definition, “ control ” when
used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise, and the terms “ controlling ” and “ controlled ”
have correlative meanings.

“ Affiliate Transactions ” has
the meaning given to such term in Section 5.21.

“ Affiliated Group ” means a
group of Persons that elects, is required to, or otherwise files a Tax Return or pays a Tax as an affiliated group, consolidated group,
combined group, unitary group, or other group recognized by Applicable Law in respect of Tax.

“ Aggregate Company Shares ”
means the aggregate number of Pre-Recapitalization Company Shares that are issued and outstanding immediately prior to the Recapitalization.

“ Agreement ” has the meaning
given to such term in the preamble hereto.

“ Ancillary Agreements ” means
the Voting Agreement, the Sponsor Letter Agreement, the Registration Rights Agreement, the Lock-Up Agreement and the other agreements,
instruments and documents expressly contemplated hereby.

“ Anti-Corruption Laws ” means
the U.S. Foreign Corrupt Practices Act or any rules or regulations thereunder, the UK Bribery Act, any legislation implementing the
Organization for Economic Cooperation and Development Convention on Combating Bribery of Foreign Pubic Officials in International Business
Transactions, and all other Applicable Laws regarding anti-corruption and bribery or illegal payments or gratuities.

“ Anti-Money Laundering Laws ”
has the meaning given to such term in Section 5.24(f).

“ Antitrust Laws ” means any
federal, state, provincial, territorial and foreign statutes, rules, regulations, Governmental Orders, administrative and judicial doctrines
and other Applicable Laws that are designed or intended to prohibit, restrict or regulate foreign investment or actions having the purpose
or effect of monopolization or restraint of trade or lessening of competition through merger or acquisition.

“ Applicable Law ” means, with
respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution,
treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted,
adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person.

“ Audited IFRS Financial Statements ”
has the meaning given to such term in Section 5.07(a).

- 3 -

“ Authorization Notice ” has
the meaning given to such term in Section 4.03(d).

“ Available Cash ” means, as
of immediately prior to the Closing, an amount equal to the amount of cash available to be released from the Trust Account (after giving
effect to all payments to be made as a result of the completion of all TDAC Share Redemptions).

“ Bpifrance ” means Bpifrance,
a French public limited liability company ( société anonyme ) registered with the Créteil Trade and Companies
Register under number 320 252 489.

“ Business Combination ” has
the meaning given to such term in the TDAC Governing Document.

“ Business Day ” means a day
other than a Saturday, Sunday or other day on which commercial banks in the Cayman Islands, Hong Kong, Taiwan, the People’s Republic
of China or New York, New York are authorized or required by Applicable Law to close.

“ Cayman Islands Companies Act ”
has the meaning given to such term in the recitals hereto.

“ Cayman Islands Registrar of Companies ”
means the Registrar of Companies of the Cayman Islands under the Cayman Islands Companies Act.

“ Change in No Shop ” has the
meaning given to such term in Section 9.09.

“ Change in No Shop Notice ”
has the meaning given to such term in Section 9.09.

“ Change of Control ” means any
of the following events: any transaction or series of transactions the result of which is: (i) the acquisition by any Person or “group”
(as defined in the Exchange Act and rules and regulations thereunder) of Persons of direct or indirect beneficial ownership of securities
representing 50% or more of the combined voting power of then outstanding securities of the Company; (ii) a merger, consolidation,
reorganization or other business combination, however effected, resulting in any Person or “group” (as defined in the Exchange
Act and rules and regulations thereunder) acquiring at least 50% of the combined voting power of then outstanding securities of the
Company or the surviving Person outstanding immediately after such combination; or (iii) a sale of all or substantially all of the
assets of the Company and its Subsidiaries, taken as a whole.

“ Closing ” has the meaning given
to such term in Section 3.09.

“ Closing Date ” has the meaning
given to such term in Section 3.09.

“ Closing Press Release ” has
the meaning given to such term in Section 9.08.

“ Code ” means the Internal Revenue
Code of 1986, as amended.

“ Collaboration Contracts ” means
any Contract entered into by the Company and/or its Subsidiaries to implement collaboration in relation to the development or application
of solid-state battery technology.

“ Company ” has the meaning given
to such term in the preamble hereto.

“ Company Benefit Plan ” has
the meaning given to such term in Section 5.15(a).

“ Company Board ” means the board
of directors of the Company.

- 4 -

“ Company Class A Ordinary Shares ”
means the Class A ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

“ Company Class B Ordinary Shares ”
means the Class B ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

“ Company Class C Ordinary Shares ”
means the Class C ordinary shares of the Company, par value $0.0001 per share, as further described in the Listing A&R AoA.

“ Company Common Shares ” means
the ordinary shares of the Company, par value $0.0001 per share.

“ Company Cure Period ” has the
meaning given to such term in Section 11.01(d).

“ Company Disclosure Schedule ”
means the confidential disclosure schedule delivered by the Company to TDAC concurrently with the execution and delivery of this Agreement.

“ Company Equity Incentive Plan ”
means the amended employee stock plan of the Company, adopted by the resolutions of the Company’s Board of Directors on May 24,
2019, and any new employee incentive plan approved by the Company’s Board of Directors from time to time in accordance with the
Company’s Existing AoA, Listing A&R AoA and other organizational documents.

“ Company Exchange Shares ” has
the meaning given to such term in Section 3.06(a)(i).

“ Company Exchange Warrants ”
has the meaning given to such term in Section 3.06(a)(iii).

“ Company Existing AoA ” has
the meaning given to such term in Section 5.01.

“ Company Founder Warrants ”
means each outstanding and unexercised warrant issued to the Founder Party prior to the First Merger Effective Time pursuant to that certain
Series B Preferred Shares Purchase Agreement dated September 25, 2014 and that certain Series C Preferred Shares Purchase
Agreement dated November 8, 2016.

“ Company IT Systems ” means
any and all computers, hardware, software, servers, workstations, routers, hubs, switches, circuits, racks, PCs, laptops, terminals, networking
or data communications lines and all other information technology equipment, including all documentation related to the foregoing, owned,
licensed, leased, or otherwise used by the Company or any of its Subsidiaries.

- 5 -

“ Company Material Adverse Effect ”
means any effect, development, event, occurrence, fact, condition, circumstance or change that, individually or in the aggregate, has
had, or would reasonably be expected to have, (a) a material adverse effect on the business, results of operations or financial condition
of the Company and its Subsidiaries, taken as a whole, or (b) prevent the ability of the Company to consummate the Mergers; provided ,
however , that no effect, development, event, occurrence, fact, condition, circumstances or change, to the extent resulting from
any of the following, individually or in the aggregate, shall be deemed to constitute a “Company Material Adverse Effect,”
or be taken into account in determining whether a “Company Material Adverse Effect” has occurred or would reasonably be expected
to occur: (i) any change in Applicable Laws or IFRS, or regulatory guidance, policies or interpretations thereof; (ii) any change
in interest rates or economic, financial or market conditions generally; (iii) the announcement or the execution of this Agreement,
the pendency or consummation of the Mergers and other transactions contemplated by this Agreement or the performance of this Agreement
(or the obligations hereunder), including the impact thereof on relationships with partners, customers, suppliers or employees; provided
that this clause (iii) shall not prevent a determination that a breach of any representation and warranty set forth herein which
addresses the consequences of the execution and performance of this Agreement or the consummation of the Mergers and other transactions
contemplated by this Agreement has resulted in or contributed to, or would reasonably be expected to result in or contribute to, a Company
Material Adverse Effect; (iv) any change generally affecting any of the industries or markets in which the Company or any of its
Subsidiaries operates; (v) any acts of war, sabotage, civil conflict, unrest or terrorism, changes in global, national, regional,
state or local political, economic or social conditions, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire or other
natural disaster or act of God, any epidemic or pandemic and any other force majeure event (natural or man-made), or any worsening of
any of the foregoing; (vi) the compliance with the express terms of this Agreement, including any actions required to be taken, or
required not to be taken, pursuant to the terms of this Agreement or otherwise taken at the prior written request of TDAC or omitted to
be taken to the extent attributable to TDAC unreasonably withholding, delaying or conditioning its consent pursuant to Section 7.01;
or (vii) in and of itself, the failure of the Company and its Subsidiaries, taken as a whole, to meet any projections, forecasts
or budgets or estimates of revenues, earnings or other financial metrics for any period; provided that this clause (vii) shall
not prevent a determination that any change or effect underlying such failure to meet projections, forecasts or budgets has resulted in
or contributed to, or would reasonably be expected to result in or contribute to, a Company Material Adverse Effect, except in the case
of clauses (i), (ii) and (iv), to the extent that any such effect, development, event, occurrence, fact, condition, circumstance
or change has a disproportionate effect on the Company and its Subsidiaries, taken as a whole, relative to other participants in the industry
in which the Company and its Subsidiaries operate.

“ Company Options ” means each
outstanding and unexercised option to purchase Company Common Shares issued pursuant to the Company Equity Incentive Plan, whether or
not then vested or fully exercisable, granted prior to the First Merger Effective Time to any current or former Service Provider of the
Company or any of its Subsidiaries.

“ Company Ordinary Shares ” means
Company Class A Ordinary Shares, Company Class B Ordinary Shares and Company Class C Ordinary Shares.

“ Company Permits ” has the meaning
given to such term in Section 5.11(b).

“ Company Preferred Shares ”
means (i) the series A preferred shares of the Company, par value $0.0001 per share, (ii) the series B preferred shares of the
Company, par value $0.0001 per share, (iii) the series C preferred shares of the Company, par value $0.0001 per share, (iv) the
series D preferred shares of the Company, par value $0.0001 per share, (v) the series E preferred shares of the Company, par value
$0.0001 per share, and (vi) the series E+ preferred shares of the Company, par value $0.0001 per share,.

“ Company Request ” has the meaning
given to such term in Section 7.01.

“ Company Shareholder Approval ”
has the meaning given to such term in the recitals hereto.

“ Company Shareholders ” means
the holders of issued and outstanding Pre-Recapitalization Company Shares as of immediately prior to the Recapitalization.

- 6 -

“ Company Transaction Expenses ”
means, without duplication, all fees, costs and expenses paid or payable by the Company or any of its Subsidiaries in connection with
the negotiation, preparation and execution of this Agreement, the Ancillary Agreements, the performance and compliance with this Agreement
and the Ancillary Agreements and conditions contained herein and therein to be performed or complied with, and the consummation of the
Transactions, including (i) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial
advisors, investment banks (including placement agents), data room administrators, attorneys, accountants and other advisors and service
providers payable by the Company or any of its Subsidiaries that are incurred pursuant to the consummation of the Transactions, (ii) the
filing fees incurred in connection with making any filings with Governmental Authorities under Section 9.01, (iii) the filing
fees incurred in connection with filing the Registration Statement, the Proxy Statement or other Offer Documents under Section 9.04,
(iv) all fees of the Nasdaq in connection with the application to list and the listing of the Company Class A Ordinary Shares
and Company Warrants, and (v) any other fees, costs and expenses that are expressly allocated to the Company pursuant to this Agreement
or any other Ancillary Agreements. For the avoidance of doubt, Company Transaction Expenses shall not include any TDAC Transaction Expenses
or any TDAC Extension Expenses.

“ Company Waiving Parties ” has
the meaning given to such term in Section 12.18.

“ Company Warrants ” means each
warrant to purchase one (1) Company Class A Ordinary Share.

“ Confidentiality Agreement ”
means that certain Confidentiality Agreement dated December 12, 2025 by and between TDAC and the Company.

“ Consolidation Factor ” means
the quotient obtained from dividing (i) the Per Share Equity Value by (ii) the Reference Price.

“ Contracts ” means any contract,
agreement, subcontract, lease, sublease, license, sublicense, conditional sales contract, purchase or service order, indenture, note,
bond, loan, understanding, undertaking, commitment or other arrangement or instrument, including any exhibits, annexes, appendices and
attachments thereto and any amendments, statements of work, modifications, supplements, extensions or renewals thereto, whether written
or oral.

“ Damages ” means all fines,
losses, damages, liabilities, penalties, judgments settlements, assessments and other reasonable costs and expenses (including reasonable
legal, attorneys’ and other experts’ fees).

“ Draft Unaudited IFRS Financial Statements ”
has the meaning given to such term in Section 5.07(a).

“ Dunkirk Plant ” means the gigafactory
to be constructed by the Company’s Subsidiary in Dunkirk, France.

“ Equity Security ” means (i) any
share capital, partnership interest, membership interest or unit, capital stock, equity interest, voting security or other ownership interest,
(ii) any other interest or participation (including phantom units or interests) that confers on a Person the right to receive a unit
of the profits and losses of, or distribution of assets of, the issuing entity (including any “profits interests”), (iii) any
subscription, call, warrant, option, restricted share, restricted stock unit, stock appreciation right, performance unit, incentive unit
or other commitment of any kind or character relating to, or entitling any Person to purchase or otherwise acquire, any of the foregoing
and (iv) any security convertible into or exercisable or exchangeable for any of the foregoing.

“ Equity Value ” means $3,800,000,000.

- 7 -

“ ERISA ” has the meaning given
to such term in Section 5.15(a).

“ Exchange Act ” has the meaning
given to such term in Section 6.08(a).

“ Exchange Agent ” has the meaning
given to such term in Section 4.04(a).

“ First Merger ” has the meaning
given to such term in Section 3.01(a).

“ First Merger Closing ” has
the meaning given to such term in Section 3.03.

“ First Merger Effective Time ”
has the meaning given to such term in Section 3.03.

“ First Merger Surviving Company ”
has the meaning given to such term in Section 3.01(b).

“ First Plan of Merger ” has
the meaning given to such term in Section 3.03.

“ Founder ” means Yang, Szu-Nan.

“ Founder Affiliate ” means an
Affiliate of the Founder.

“ Founder Designees ” has the
meaning given to such term in Section 9.06.

“ Founder IP Compensation Shares ”
has the meaning given to such term in Section 4.07(a).

“ Founder Parties ” means the
Founder and New Zone Corporation.

“ French Subsidy Contract ” means
that certain subsidy contract dated June 21, 2024 by and between the Company’s Subsidiary and Bpifrance (acting as an operator
for the French State), as amended on June 21, 2024.

“ GAAP ” means United States
generally accepted accounting principles as in effect from time to time.

“ Government Official ” means
any public or elected official or officer, employee (regardless of rank), or Person acting on behalf of a national, provincial, or local
government, including a department, agency, instrumentality, state-owned or state-controlled company, public international organization
(such as the United Nations or World Bank), or non-U.S. political party, non-U.S. party official or any candidate for political office.
Officers, employees (regardless of rank), or Persons acting on behalf of an entity that is financed in large measure through public appropriations,
is widely perceived to be performing government functions, or has its key officers and directors appointed by a government should also
be considered “Government Officials.”

“ Governmental Authority ” means
any supra-national, federal, regional, state, provincial, municipal, local or foreign government, governmental authority, regulatory or
administrative agency, governmental commission, department, agency or instrumentality, court or tribunal, including any political subdivision
thereof and any entity or enterprise owned or controlled thereby, or Nasdaq or any self-regulatory organization or arbitral body (public
or private), or any public international organization.

“ Governmental Order ” means
any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, issued, promulgated, made or entered
by or with any Governmental Authority.

- 8 -

“ HKIAC ” has the meaning given
to such term in Section 12.08.

“ IFRS ” means the International
Financial Reporting Standards as promulgated by the International Accounting Standards Board.

“ Indebtedness ” means, with
respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (i) the principal of and premium
(if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (ii) the
principal and interest components of capitalized lease obligations under IFRS, (iii) amounts drawn (including any accrued and unpaid
interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts
have actually been drawn), (iv) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes
and similar instruments, (v) the termination value of interest rate protection agreements and currency obligation swaps, hedges or
similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (vi) breakage costs, prepayment
or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect
of any of the items in the foregoing clauses (i) through (v), and (vii) all Indebtedness of another Person referred to in clauses
(i) through (vi) above guaranteed directly or indirectly, jointly or severally.

“ Intellectual Property ” means
any and all intellectual property and similar proprietary rights in any jurisdiction throughout the world, whether registered or unregistered,
including any and all of the following: (i) patents and patent applications (together with any and all re-issuances, continuations,
continuations-in-part, divisionals, revisions, provisionals, renewals, extensions and reexaminations of any of the foregoing); (ii) trademarks,
service marks, trade dress, trade names, service names, brand names, certifications, corporate names, logos, social media identifiers
and any and all other indications of origin, including all goodwill associated therewith; (iii) designs, copyrights, works of authorship,
mask work rights and any and all renewals, extensions, reversions, restorations, derivative works and moral rights in connection with
the foregoing, now or hereafter provided by Applicable Law, whether or not published and regardless of the medium of fixation or means
of expression; (iv) Internet domain names and social media accounts; (v) trade secrets, know-how (including manufacturing and
production processes and research and development information), and confidential and proprietary information, including processes, data,
inventions, technical data, algorithms, formulae, procedures, protocols, techniques, results of experimentation and testing, and business
information (including financial and marketing plans, customer and supplier lists, and pricing and cost information) (“ Trade
Secrets ”); and (vi) rights in or to software.

“ Intended Tax Treatment ” has
the meaning given to such term in Section 9.03(a).

“ Interim IFRS Financial Statements ”
has the meaning given to such term in Section 9.04(e).

“ Interim Period ” has the meaning
given to such term in Section 7.01.

“ International Plan ” means
any Company Benefit Plan that is not a U.S. Plan.

“ Labor Contract ” has the meaning
given to such term in Section 5.12(a)(v).

“ Law ” means any statute, law,
ordinance, rule, regulation or Governmental Order, in each case, of any Governmental Authority.

- 9 -

“ Leakage ” means, without duplication,
to the extent paid or incurred after the date hereof and prior to the Closing Date, in each case, other than Permitted Leakage: (i) any
dividend (whether in the form of cash or other property) or distribution declared, made or paid, by the Company or any Subsidiary of the
Company to any Related Party; (ii) any repurchase or redemption of any Equity Securities of the Company or any Subsidiary of the
Company, other than any such repurchase or redemption by any Subsidiary of the Company of any Equity Securities owned by the Company or
any of its Subsidiaries; (iii) any waiver or release (A) in favor of any Related Party of any sum or obligation owing by any
such Related Party to the Company or any of its Subsidiaries or (B) of any claims or rights of the Company or any of its Subsidiaries
against any such Related Party, in each case, other than as expressly contemplated by this Agreement; (iv) any payments of any nature
made to (or assets transferred to) any Related Party by the Company or any of its Subsidiaries; (v) any liabilities assumed or incurred
for the benefit of any Related Party by the Company or any of its Subsidiaries, other than as expressly contemplated by this Agreement;
(vi) the creation of any Lien over any asset of the Company or any of its Subsidiaries for the benefit of any Related Party (not
including any benefit arising by virtue of the Related Party’s Equity Securities in the Company); (vii) any discharge or waiver
by the Company or any of its Subsidiaries of any liability or obligation of any Related Party; or (viii) any agreement or arrangement
made or entered into by the Company or any of its Subsidiaries to do or give effect to any matter referred to in clause (i) through
clause (vii) above; provided, that any of the foregoing individually exceeds an amount of $1,000,000.

“ Leased Real Property ” means
all real property and interests in real property leased, subleased or otherwise occupied or used but not owned by the Company or any of
its Subsidiaries.

“ Licensed Intellectual Property ”
means any and all Intellectual Property owned by a third party and licensed or sublicensed to either the Company or any of its Subsidiaries
or for which the Company or any of its Subsidiaries has obtained a covenant not to be sued.

“ Lien ” means, with respect
to any property or asset, any mortgage, deed of trust, pledge, hypothecation, encumbrance, license, security interest, covenant not to
sue, option, right of first refusal, right of first offer, claim, restriction or other lien or similar adverse claim of any kind in respect
of such property or asset.

“ Listing A&R AoA ” has the
meaning given to such term in the recitals hereto.

“ Lock-Up Agreement ” has the
meaning given to such term in the recitals hereto.

“ Merger Sub 1 ” has the meaning
given to such term in the preamble hereto.

“ Merger Sub 2 ” has the meaning
given to such term in the preamble hereto.

“ Mergers ” has the meaning given
to such term in Section 3.07(a).

“ Minimum Cash ” means $250,000,000.

“ Nasdaq ” means The Nasdaq Stock
Market.

“ New Epoch ” means New Epoch
Capital LP, and does not, for the avoidance of doubt, include any Affiliate, member, partner, successor, transferee or assignee of such
Shareholder, unless transferred pursuant to and in accordance with a Permitted Transfer.

“ New Equity Incentive Plan ”
has the meaning given to such term in Section 7.06.

“ New
Horizon Shareholders ” means each of New Horizon I Holding Company Limited and New Horizon II Holding Company Limited, and does not, for the avoidance of doubt, include any
Affiliate, member, partner, successor, transferee or assignee of such Shareholder, unless transferred pursuant to and in accordance with
a Permitted Transfer.

- 10 -

“ Offer Documents ” has the meaning
given to such term in Section 9.04(c).

“ Ordinary Course of Business ”
with respect to any Person means, at any given time, the ordinary and usual course of operations of the business thereof, consistent with
past practice, subject to any reasonable changes required to address any then current facts and circumstances (including requirements
to comply with Applicable Law or guidance of any Governmental Authority).

“ Owned Intellectual Property ”
means any and all Intellectual Property owned (or purported by the Company or its Subsidiaries to be owned) by the Company or any of its
Subsidiaries.

“ Parties ” has the meaning given
to such term in the preamble hereto.

“ Party Making Change ” has the
meaning given to such term in Section 9.09.

“ Party Receiving Change ” has
the meaning given to such term in Section 9.09.

“ PCAOB ” means the U.S. Public
Company Accounting Oversight Board.

“ Per Share Equity Value ” means
the quotient obtained by dividing (i) the Equity Value by (ii) the Aggregate Company Shares.

“ Permits ” means all permits,
licenses, certificates of authority, authorizations, approvals, registrations, clearances, orders, variances, exceptions or exemptions
and other similar consents issued by or obtained from a Governmental Authority.

“ Permitted Leakage ” means (i) any
repurchase or redemption of any Equity Securities of the Company or any of its Subsidiaries by the Company or any of its Subsidiaries,
as applicable, in the Ordinary Course of Business in connection with the termination of employment of any employee of the Company or its
Subsidiaries or as contemplated under this Agreement, (ii) any payment by the Company or any of its Subsidiaries to (or on behalf
of, or for the benefit of) any Related Party in respect of salary, bonus or other compensation, director or manager fees, reimbursement
or advancement of expenses, indemnification or other benefits due to such individual in their capacity as an employee, independent contractor
or director of the Company or any of its Subsidiaries, together with any employer-paid portion of any employment or payroll Taxes related
thereto, in each case, in the Ordinary Course of Business, (iii) any payments made by the Company or any of its Subsidiaries to a
Related Party in the Ordinary Course of Business pursuant to any of the Affiliate Transactions, (iv) any Tax payable by the Company
or any of its Subsidiaries as a result of any of clauses (i) through (iii) above, or (v) any payment undertaken by or at
the written request or with the prior written consent of TDAC.

“ Permitted Liens ” means (i) statutory
or common law mechanics, materialmen, warehousemen, landlords, carriers, repairmen and construction contractors and other similar Liens
that arise in the Ordinary Course of Business and which are not yet due and payable or which are being contested in good faith through
appropriate Actions, (ii) pledges or deposits incurred in the Ordinary Course of Business in connection with workers’ compensation,
unemployment insurance and other social security legislation, (iii) Liens for Taxes not yet due and payable or which are being contested
in good faith through appropriate Actions and with respect to which appropriate reserves have been made in accordance with IFRS, (iv) Liens
on real property (including zoning, building, or other similar restrictions, variances, covenants, encumbrances, easements, covenants,
rights of way and similar restrictions of record and irregularities in title) that do not, individually or in the aggregate, materially
interfere with the ownership, operation, value, or present uses of such real property, (v) Liens that do not materially interfere
with the present ownership, value or use of the assets of the Company or the rights of the Company under its licenses or leases, individually
or in the aggregate, (vi) non-exclusive licenses, covenants not to sue or similar use rights with respect to Intellectual Property,
(vii) Liens securing obligations under capital leases, purchase money Indebtedness or other similar financing arrangements entered
into in the Ordinary Course of Business, and (viii) any Liens arising in the ordinary course of banking by operation of law (including
rights of set-off) or pursuant to the standard terms and conditions of any bank.

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“ Person ” means any individual,
firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company,
governmental agency or instrumentality or other entity of any kind.

“ PIPE Investment ” has the meaning
given to such term in Section 9.12.

“ PIPE Investor(s) ” has the
meaning given to such term in Section 9.12.

“ PIPE Shares ” has the meaning
given to such term in Section 9.12.

“ Post-Closing Board ” has the
meaning given to such term in Section 9.06.

“ Pre-Closing TDAC Holders ”
means the Members (as defined in the TDAC Governing Document) of TDAC at any time prior to the First Merger Effective Time.

“ Pre-Recapitalization Company Shares ”
means the Company Common Shares and the Company Preferred Shares.

“ Prospectus ” has the meaning
given to such term in Section 7.04.

“ Proxy Statement ” has the meaning
given to such term in Section 9.04(a).

“ Recapitalization ” has the
meaning given to such term in Section 2.01.

“ Reference Price ” means $10.00
per share.

“ Registered Intellectual Property ”
has the meaning given to such term in Section 5.13(a).

“ Registration Rights Agreement ”
has the meaning given to such term in the recitals hereto.

“ Registration Statement ” means
the Registration Statement on Form F-4, or other appropriate form determined by the Parties, including any pre-effective or post-effective
amendments or supplements thereto, to be filed with the SEC by the Company under the Securities Act with respect to Company Class A
Ordinary Shares and other securities of the Company to be issued pursuant to this Agreement.

“ Related Party ” has the meaning
given to such term in Section 5.21.

“ Representatives ” means, collectively,
with respect to any Person, such Person’s officers, directors, Affiliates, employees, agents or advisors, including any investment
banker, broker, attorney, accountant, consultant or other authorized representative of such Person.

- 12 -

“ Sanctions ” has the meaning
given to such term in Section 5.24(e).

“ SBCVC Shareholder ” means SBCVC
FUND IV, L.P.

“ SEC ” means the U.S. Securities
and Exchange Commission.

“ SEC Documents ” has the meaning
given to such term in Section 6.08(a).

“ Second Merger ” has the meaning
given to such term in Section 3.07(a).

“ Second Merger Closing ” has
the meaning given to such term in Section 3.09.

“ Second Merger Effective Time ”
has the meaning given to such term in Section 3.09.

“ Second Merger Surviving Company ”
has the meaning given to such term in Section 3.07(b).

“ Second Plan of Merger ” has
the meaning given to such term in Section 3.09.

“ Section 16 ” has the meaning
given to such term in Section 8.02.

“ Securities Act ” means the
Securities Act of 1933, as amended from time to time, and any successor statute.

“ Securities Laws ” means, collectively,
the Sarbanes-Oxley Act of 2002 (“ Sarbanes-Oxley ”), the Securities Act, the Exchange Act, the rules and regulations
of the SEC, the auditing principles, rules, standards and practices applicable to auditors of “issuers” (as defined in Sarbanes-Oxley)
promulgated or approved by the PCAOB and the rules of the Nasdaq.

“ Service Provider ” means, as
of any relevant time, any director, officer, employee or individual independent contractor of the Company or any of its Subsidiaries.

“ Share Consolidation ” has the
meaning given to such term in Section 2.01.

“ Significant Contract ” has
the meaning given to such term in Section 5.12(a).

“ Sponsor ” means TDAC Partners
LLC, a Delaware limited liability company.

“ Sponsor Letter Agreement ”
has the meaning given to such term in the recitals hereto.

“ Subscription Agreement(s) ”
has the meaning given to such term in Section 9.12(a).

“ Subsidiary ” means, with respect
to a specified Person, a corporation or other entity (i) of which 50% or more of the voting power of the Equity Securities is owned,
directly or indirectly, or held through contractual arrangement, by such specified Person or (ii) of which such specified Person
has the power to cast a majority of votes at meetings of the board of directors, or an equivalent governing body.

“ Surviving Provisions ” has
the meaning given to such term in Section 11.02.

“ Tax ” means all federal, state,
local, or foreign taxes, fees or levies imposed by a Governmental Authority (including income, profits, franchise, alternative minimum,
gross receipts, sales, use, customs duties, value added, ad valorem, escheat, transfer, real property, personal property, stamp, capital
stock, excise, premium, social security, payroll, occupation, employment, unemployment, severance, disability, registration, license,
withholding and estimated tax), and any interest, penalty, or addition with respect thereto.

- 13 -

“ Tax Grant ” means any Tax exemption,
Tax holiday, reduced Tax rate or other Tax benefit granted by a Taxing Authority with respect to the Company or any of its Subsidiaries
that is not generally available without specific application therefor.

“ Tax Return ” means any return,
report, schedule, form, statement, declaration, or document (including any refund claim, information statement, or amendment) filed or
required to be filed with or submitted to a Governmental Authority in connection with the determination, assessment, collection or payment
of any Tax.

“ Tax Sharing Agreement ” means
any agreement or arrangement (including any provision of a Contract) pursuant to which the Company or any of its Subsidiaries is or may
be obligated to indemnify any Person for, or otherwise pay, any Tax of or imposed on another Person, or indemnify, or pay over to, any
other Person any amount determined by reference to actual or deemed Tax benefits, Tax assets, or Tax savings.

“ Taxing Authority ” means the
Internal Revenue Service and any other Governmental Authority responsible for the administration, imposition, regulation, enforcement,
assessment, determination or collection of any Tax.

“ TDAC ” has the meaning given
to such term in the preamble hereto.

“ TDAC Board ” means the board
of directors of TDAC.

“ TDAC Board Recommendation ”
has the meaning given to such term in Section 6.02(c).

“ TDAC Class A Ordinary Shares ”
means the Class A ordinary shares of TDAC, par value $0.0001 per share.

“ TDAC Class B Ordinary Shares ”
means the Class B ordinary shares of TDAC, par value $0.0001 per share.

“ TDAC Cure Period ” has the
meaning given to such term in Section 11.01(e).

“ TDAC Designee ” has the meaning
given to such term in Section 9.06.

“ TDAC Disclosure Schedule ”
means the confidential disclosure schedule delivered by TDAC to the Company concurrently with the execution and delivery of this Agreement.

“ TDAC Dissenting Shareholders ”
has the meaning given to such term in Section 4.03(a).

“ TDAC Dissenting Shares ” has
the meaning given to such term in Section 4.03(a).

“ TDAC Extension ” has the meaning
given to such term in Section 8.09.

“ TDAC Extension Expenses ” has
the meaning given to such term in Section 8.09.

- 14 -

“ TDAC Extraordinary General Meeting ”
has the meaning given to such term in Section 9.05(a).

“ TDAC Governing Document ” has
the meaning given to such term in the recitals hereto.

“ TDAC Material Adverse Effect ”
means any effect, development, event, occurrence, fact, condition, circumstance or change, including failure of TDAC Extension, that,
individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the ability of TDAC to
timely consummate the Closing (including the Mergers) on the terms set forth herein or to perform their agreements or covenants hereunder.

“ TDAC Material Contract ” has
the meaning given to such term in Section 6.14.

“ TDAC Ordinary Shares ” means
TDAC Class A Ordinary Shares and TDAC Class B Ordinary Shares.

“ TDAC Share Redemption ” means
the election of an eligible (as determined in accordance with the TDAC Governing Document) Pre-Closing TDAC Holder to exercise its TDAC
Shareholder Redemption Right in connection with the consummation of the Transactions.

“ TDAC Shareholder Approval ”
means the approval of the Transaction Proposals (other than the Transaction Proposal contemplated by clause (v) of the definition
thereof), in each case, by at least two-thirds of votes cast by the holders of TDAC Ordinary Shares at the TDAC Extraordinary General
Meeting, or such other standard as may be applicable to a specific Transaction Proposal, in accordance with the Proxy Statement and the
TDAC Governing Document.

“ TDAC Shareholder Redemption Right ”
means the right to elect an IPO Redemption, as such term is defined in Section 49.5 of the TDAC Governing Document.

“ TDAC Shareholders ” means the
holders of issued and outstanding TDAC Ordinary Shares.

“ TDAC Transaction Expenses ”
means, without duplication, all fees, costs and expenses paid or payable by TDAC in connection with (x) the negotiation and preparation
of any alternative Business Combination transactions and (y) the negotiation, preparation and execution of this Agreement, the Ancillary
Agreements, the performance and compliance with this Agreement and the Ancillary Agreements and conditions contained herein and therein
to be performed or complied with, and the consummation of the Transactions, in each case, including (i) all fees, costs, expenses,
brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks (including placement agents),
data room administrators, attorneys, accountants and other advisors and service providers (including any deferred underwriting commissions)
payable by TDAC, (ii) the filing fees incurred in connection with making any filings with Governmental Authorities under Section 9.01,
(iii) the filing fees incurred in connection with filing the Registration Statement, the Proxy Statement or other Offer Documents
under Section 9.04, and (iv) all fees of the Nasdaq in connection with the application to list and the listing of the Company
Class A Ordinary Shares and Company Warrants, and (v) any other fees, costs and expenses that are expressly allocated to TDAC
pursuant to this Agreement or any other Ancillary Agreements; provided, that it shall not include any Company Transaction Expenses
and shall include any TDAC Extension Expenses.

“ TDAC Units ” means the units
issued in TDAC’s initial public offering, each consisting of one (1) TDAC Class A Ordinary Share and one-half (1/2) of
a TDAC Warrant.

“ TDAC Waiving Parties ” has
the meaning given to such term in Section 12.19.

- 15 -

“ TDAC Warrants ” means the warrants
to purchase TDAC Class A Ordinary Shares.

“ Terminating Company Breach ”
has the meaning given to such term in Section 11.01(d).

“ Terminating TDAC Breach ” has
the meaning given to such term in Section 11.01(e).

“ Termination Date ” has the
meaning given to such term in Section 11.01(b).

“ Top 5 Customers ” means the
five (5) most significant customers of the Company, together with its Subsidiaries, as measured by amounts of revenue recognized
by the Company and its Subsidiaries for the 12-month period ended December 31, 2025.

“ Top 5 Vendors ” means the five
(5) most significant vendors of the Company, together with its Subsidiaries, as measured by amounts of cost and expenses recognized
by the Company and its Subsidiaries for the 12-month period ended December 31, 2025.

“ Trading Day ” means any day
on which the Company Class A Ordinary Shares are actually traded on the principal securities exchange or securities market on which
Company Class A Ordinary Shares are then traded.

“ Transaction Proposals ” has
the meaning given to such term in Section 9.05(a).

“ Transactions ” has the meaning
given to such term in the recitals hereto.

“ Transfer Tax ” means any direct
or indirect transfer (including real estate transfer), sales, use, stamp, documentary, registration, conveyance, recording, or other similar
Taxes or governmental fees (and any interest, penalty, or addition with respect thereto) payable as a result of the consummation of the
transactions contemplated by this Agreement and the Sponsor Letter Agreement.

“ Treasury Regulations ” means
the temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding
provisions of succeeding regulations).

“ Trust Account ” means the account
established by TDAC for the benefit of its public shareholders pursuant to the Trust Agreement.

“ Trust Agreement ” means the
Investment Management Trust Account Agreement, dated as of December 23, 2024, by and between TDAC and the Trustee.

“ Trustee ” means Continental
Stock Transfer & Trust Company, a New York corporation.

“ U.S. Plan ” means any Company
Benefit Plan that covers Service Providers located primarily within the United States.

“ Virtual Data Room ” means the
virtual data room established and maintained by or on behalf of the Company in connection with TDAC’s due diligence investigation
of the Company relating to the Transactions, access to which was given to TDAC.

“ Voting Agreement ” has the
meaning given to such term in the recitals hereto.

- 16 -

“ VWAP ” means, for any security
on a relevant date, the daily dollar volume-weighted average price for such security on the principal securities exchange or securities
market on which such security is then traded during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New
York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing does not apply,
the daily dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such
security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time, as reported by Bloomberg,
or, if no daily dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest
closing bid price and the lowest closing ask price of any of the market makers for such security as reported by OTC Markets Group Inc.
If the VWAP cannot be calculated for such security on such date(s) on any of the foregoing bases, the VWAP of such security on such
date(s) shall be the fair market value per share on such date(s) as reasonably determined by the Company.

“ Written Objection ” has the
meaning given to such term in Section 4.03(d)

Section 1.02. Construction .

(a) Unless the context of this Agreement
otherwise requires, (i) words of any gender include each other gender and neuter form, (ii) words using the singular or plural
form also include the plural or singular form, respectively, (iii) the terms “hereof,” “herein,” “hereby,”
“hereto,” “herewith,” “hereunder” and derivative or similar words refer to this entire Agreement (including
the Annexes and Appendices hereto) and not to any particular provision of this Agreement, (iv) the terms “Article,” “Section”
and “Annex” refer to the specified Article, Section or Annex of or to this Agreement unless otherwise specified, (v) whenever
any other word derived from a defined term shall be used in this Agreement, such derived word shall have the meaning correlative to such
defined term (e.g., “controlled” or “controlling” shall have the meaning correlative to “control”),
(vi) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase
“without limitation” whether or not they are in fact followed by such phrase or phrases or words of like import, (vii) the
word “or” shall be disjunctive but not exclusive, and (viii) references to anything having been “provided,”
“made available” or “delivered” (or any other similar references) to TDAC means the relevant item has been posted
in the Virtual Data Room accessible to TDAC no later than 8:00 p.m., New York time, on the day immediately prior to the date hereof, and
(ix) references to anything having been “provided,” “made available” or “delivered” (or any other
similar references) to the Company and its Subsidiaries means the relevant item is publicly available or has been provided by or on behalf
of TDAC to the Company no later than 8:00 p.m., New York time, on the day immediately prior to the date hereof.

(b) All Annexes or Schedules (including the
Company Disclosure Schedule and the TDAC Disclosure Schedule) annexed hereto or referred to herein are hereby incorporated in and made
a part of this Agreement as if set forth in full herein. Any capitalized term(s) used in any Annex or Schedule (including the Company
Disclosure Schedule and the TDAC Disclosure Schedule) annexed hereto or referred to herein but not otherwise defined therein shall have
the meaning ascribed to such term(s) in this Agreement.

(c) Unless the context of this Agreement
otherwise requires, references to agreements and other documents shall be deemed to include all subsequent amendments and other modifications
thereto; provided that , with respect to any agreement or other document identified in the Company Disclosure Schedule or the TDAC
Disclosure Schedule, such amendment or other modification thereto is also identified in the Company Disclosure Schedule or the TDAC Disclosure
Schedule, respectively.

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(d) Unless the context of this Agreement
otherwise requires, references to any statute, law or other Applicable Law shall include all regulations and rules promulgated thereunder
and references to any statute, law or other Applicable Law shall be construed as including all statutory and regulatory provisions consolidating,
amending or replacing the statute or regulation.

(e) References to any Person include references
to such Person’s successors and assigns ( provided , however , that nothing contained in this clause is intended to authorize
any assignment or transfer not otherwise permitted by this Agreement), and in the case of any Governmental Authority, to any Person succeeding
to its functions and capacities.

(f) The language used in this Agreement shall
be deemed to be the language chosen by the parties to express their mutual intent. The Parties acknowledge that each Party and its counsel
has reviewed and participated in the drafting of this Agreement and that no rule of strict construction, presumption or burden of
proof favoring or disfavoring a Party shall be applied against any Party.

(g) Whenever this Agreement refers to a number
of days, such number shall refer to calendar days unless Business Days are specified. If any action is to be taken or given on or by a
particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. Except
as otherwise expressly provided herein, (i) any reference in this Agreement to a date or time shall be deemed to be such date or
time in New York, New York and (ii) references from or through any date mean, unless otherwise specified, from and including or through
and including, such date, respectively.

(h) The phrase “to the extent”
shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.”

(i) The terms “writing” and “written”
and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in visible form.

(j) All accounting terms used herein and
not expressly defined herein shall have the meanings given to them under IFRS.

(k) All monetary figures used herein, including
references to “$,” shall be in United States dollars unless otherwise specified.

Section 1.03. Knowledge .
As used herein, the phrase “to the knowledge” of any Person shall mean the actual knowledge, after reasonable inquiry,
of (a) in the case of the Company, the Founder, Chief Executive Officer and Chief Technology Officer, Vincent Yang (Yang,
Szu-Nan), the Head of Finance, Joey Yan (Yan, Feng Kwei), the Head of European Manufacturing Center, Calvin Hsieh (Hsieh, Wen-Kai),
the Head of Production and Business Development, Simon Wu (Wu, Meng-Hung) and the Chief of Staff to the CEO and Head of Capital
Markets, Althea Hsu (Hsu, Ying Shan); and (b) in the case of TDAC, Michael B. Hoffman and Avanindra C. Das.

- 18 -

ARTICLE 2

Pre-Closing Transactions

Section 2.01. Recapitalization of
Company Share Capital . On the Closing Date, immediately prior to the First Merger Effective Time, the following actions shall
take place or be effected (in the order set forth in this Section 2.01): (a) the Listing A&R AoA shall be adopted and become effective,
and (b) the Company shall effect a share consolidation such that each Pre-Recapitalization Company Share (whether issued and outstanding
or authorized but unissued) immediately prior to the First Merger Effective Time shall be consolidated into a number of shares equal
to the Consolidation Factor, and upon such share consolidation, (i) each resulting share held by any Person other than the Founder Parties,
the SBCVC Shareholder, New Epoch and the New Horizon Shareholders shall be repurchased and cancelled by the Company in exchange for the
issuance of a Company Class A Ordinary Share to the holder of such repurchased and cancelled share, (ii) each resulting share that is
held by the Founder Parties shall be repurchased and cancelled by the Company in exchange for the issuance of a Company Class B Ordinary
Share to the holder of such repurchased and cancelled share, and (iii) each resulting share held by the SBCVC Shareholder, New Epoch
and each of the New Horizon Shareholders shall be repurchased and cancelled by the Company in exchange for the issuance of a Company
Class C Ordinary Share to the holder of such repurchased and cancelled share (the “ Share Consolidation ”); provided
that no fraction of a Company Class A Ordinary Share, Company Class B Ordinary Share or Company Class C Ordinary Share will be issued
by virtue of the Share Consolidation, and each Company Shareholder that would otherwise be so entitled to a fraction of a Company Class
A Ordinary Share, Company Class B Ordinary Share or Company Class C Ordinary Share (after aggregating all fractional shares that otherwise
would be received by such Company Shareholder) shall instead be entitled to receive such number of Company Class A Ordinary Shares, Company
Class B Ordinary Shares or Company Class C Ordinary Shares to which such Company Shareholder would otherwise be entitled, rounded to
the nearest whole number (with one-half being rounded upward) (clauses (a) through (b), the “ Recapitalization ”). Subject
to and without limiting anything contained in Section 7.01, the Consolidation Factor shall be adjusted to reflect appropriately the effect
of any share subdivision, share consolidation, reverse share subdivision, capitalization, share dividend or share distribution (including
any dividend or distribution of securities convertible into Pre-Recapitalization Company Shares or Company Class A Ordinary Shares, Company
Class B Ordinary Shares or Company Class C Ordinary Shares, as applicable), reorganization, recapitalization, reclassification, consolidation,
exchange of shares or other like change (in each case, other than the Recapitalization) with respect to Pre-Recapitalization Company
Shares or Company Class A Ordinary Shares, Company Class B Ordinary Shares or Company Class C Ordinary Shares occurring on or after the
date hereof and prior to the Closing Date. If no adjustment to the Consolidation Factor is required pursuant to the preceding sentence
and assuming the number of Aggregate Company Shares is 390,000,000, the value of the Consolidation Factor shall be 4.12 (which reflects
rounding to the second decimal place). For reference purposes only, an illustrative calculation of the Share Consolidation is set forth
in Section 2.01 of the Company Disclosure Schedule.

Section 2.02. Conversion of TDAC Class B
Ordinary Shares . On the Closing Date, immediately prior to the First Merger Effective Time, all TDAC Class B Ordinary Shares
that are issued and outstanding immediately prior to the First Merger Effective Time shall be repurchased and cancelled by TDAC in exchange
for the issuance of such number of TDAC Class A Ordinary Shares in accordance with the conversion ratio provided under Article 17.2
of the TDAC Governing Document (as adjusted in accordance with Article 17.3 of the TDAC Governing Document and the Sponsor Letter
Agreement).

ARTICLE 3

The Mergers; Closing

Section 3.01. First Merger

(a) Upon the terms and subject to the conditions
set forth in this Agreement, at the First Merger Effective Time, Merger Sub 1 shall be merged with and into TDAC in accordance with Part 16
of the Cayman Islands Companies Act, with TDAC being the surviving company (the “ First Merger ”).

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(b) Upon consummation of the First Merger
at the First Merger Effective Time, the separate corporate existence of Merger Sub 1 shall cease to exist and Merger Sub 1 will be struck
off the Register of Companies in the Cayman Islands, and TDAC, as the surviving company of the First Merger (also referred to herein as
the “ First Merger Surviving Company ”), shall continue its corporate existence under the laws of the Cayman Islands.

Section 3.02. Effects of the First
Merger . At the First Merger Effective Time, the First Merger shall have the effects specified in this Agreement, the First Plan
of Merger and the Cayman Islands Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the First Merger
Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill, benefits,
immunities and privileges of each of TDAC and Merger Sub 1 shall vest in the First Merger Surviving Company and the First Merger Surviving
Company shall be liable for and subject in the same manner as TDAC and Merger Sub 1 to all mortgages, charges or security interests and
all Contracts, obligations, claims, debts and liabilities of TDAC and Merger Sub 1 in accordance with the Cayman Islands Companies Act.

Section 3.03. First Merger Closing;
First Merger Effective Time . Subject to the terms and conditions of this Agreement, the closing of the First Merger (the “ First
Merger Closing ”) shall take place at 9:00 a.m. (Cayman Islands time) on the date which is three (3) Business Days
after the date on which all conditions set forth in Article 10 shall have been satisfied or waived (other than those conditions that
by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions) or such other time and
place as TDAC and the Company may mutually agree. Subject to the satisfaction or waiver of all of the conditions set forth in Article 10,
on the date of the First Merger Closing, TDAC and Merger Sub 1 shall file a plan of merger (the “ First Plan of Merger ”)
in substantially the form attached as Annex F hereto and other documents required under the Cayman Islands Companies Act to effect
the First Merger with the Cayman Islands Registrar of Companies as provided by Section 233 of the Cayman Islands Companies Act. The
First Merger shall become effective at 9:00 a.m. (Cayman Islands time) on the date of the First Merger Closing or at such later time
or on such later date as may be agreed by TDAC and the Company in writing (being not more than the 90th day after the date of registration
of the First Plan of Merger by the Registrar of Companies of the Cayman Islands) and, in either case, as specified in the First Plan of
Merger in accordance with the Cayman Islands Companies Act (the “ First Merger Effective Time ”).

Section 3.04. Memorandum and Articles
of Association of First Merger Surviving Company . At the First Merger Effective Time, in accordance with the First Plan of Merger,
the First Merger Surviving Company shall adopt the amended and restated memorandum and articles of association in substantially the form
attached as Annex F to the First Plan of Merger.

Section 3.05. Directors and Officers
of the First Merger Surviving Company . At the First Merger Effective Time, the directors and officers of Merger Sub 1 as of immediately
prior to the First Merger Effective Time shall be the directors and officers of the First Merger Surviving Company, unless otherwise determined
by TDAC and the Company prior to the First Merger Effective Time, and until their respective successors are duly elected or appointed
and qualified or until the earlier of their death, resignation or removal in accordance with the amended and restated memorandum and articles
of association of the First Merger Surviving Company.

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Section 3.06. Effects of the First
Merger on the Share Capital of TDAC and Merger Sub 1.

(a) At the First Merger Effective Time, by
virtue of the First Merger and without any action on the part of TDAC, the Company, Merger Sub 1 or any holder of TDAC Class A Ordinary
Shares or TDAC Warrants:

(i) each TDAC Class A Ordinary
Share that is issued and outstanding (other than the TDAC Dissenting Shares) shall be cancelled in exchange for the right to receive one
(1) Company Class A Ordinary Share (the aggregate number of Company Class A Ordinary Shares thus issued to all holders
of TDAC Class A Ordinary Shares (other than the holders of the TDAC Dissenting Shares) in connection with the First Merger is referred
to herein as the “ Company Exchange Shares ”). All TDAC Class A Ordinary Shares (other than the TDAC Dissenting
Shares) shall no longer be issued and outstanding and shall be cancelled and cease to exist, and each holder of TDAC Class A Ordinary
Shares (other than the TDAC Dissenting Shares) shall thereafter cease to have any rights with respect thereto, except for the right to
receive the consideration set forth in this Section 3.06(a)(i);

(ii) each TDAC Dissenting Share
issued and outstanding shall be cancelled and cease to exist in accordance with Section 4.03 and shall carry no right other than
the right to receive the applicable payment as set forth in Section 4.03; and

(iii) each TDAC Warrant that is
outstanding and unexercised shall thereupon be converted into and become the right to receive a Company Warrant, which shall be on the
same terms and conditions as the applicable TDAC Warrant (all Company Warrants issued to all holders of TDAC Warrants in connection with
the First Merger is referred to herein as the “ Company Exchange Warrants ”). The Company shall take all corporate actions
necessary to reserve for future issuance, and shall maintain such reservations for so long as any of the Company Exchange Warrants remain
outstanding, a sufficient number of Company Class A Ordinary Shares for delivery upon the exercise of such Company Exchange Warrants.
All TDAC Warrants shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of TDAC
Warrants shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this
Section 3.06(a)(iii).

(b) At the First Merger Effective Time, by
virtue of the First Merger and without any action on the part of TDAC, the Company, Merger Sub 1 or any holder of TDAC Class A Ordinary
Shares or TDAC Warrants, each ordinary share of Merger Sub 1, par value $1.00 per share, issued and outstanding immediately prior to the
First Merger Effective Time shall be converted into and become one (1) validly issued, fully paid and non-assessable ordinary share,
par value $0.0001 per share, of the First Merger Surviving Company. Such ordinary share(s) of the First Merger Surviving Company
shall constitute the only issued and outstanding share capital of the First Merger Surviving Company upon the First Merger Effective Time.

Section 3.07. Second Merger .

(a) Upon the terms and subject to the conditions
set forth in this Agreement, at the Second Merger Effective Time, the First Merger Surviving Company shall be merged with and into Merger
Sub 2 in accordance with Part 16 of the Cayman Islands Companies Act, with Merger Sub 2 being the surviving company (the “ Second
Merger ” and together with the First Merger, the “ Mergers ”).

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(b) Upon consummation of the Second Merger
at the Second Merger Effective Time, the separate corporate existence of the First Merger Surviving Company shall cease to exist and the
First Merger Surviving Company will be struck off the Register of Companies in the Cayman Islands, and Merger Sub 2, as the surviving
company of the Second Merger (also referred to herein as the “ Second Merger Surviving Company ”), shall continue its
corporate existence under the laws of the Cayman Islands.

Section 3.08. Effects of the Second
Merger . At the Second Merger Effective Time, the Second Merger shall have the effects specified in this Agreement, the Second
Plan of Merger and the Cayman Islands Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Second
Merger Effective Time, all the rights, property of every description, including choses in action, and the business, undertaking, goodwill,
benefits, immunities and privileges of each of the First Merger Surviving Company and Merger Sub 2 shall vest in the Second Merger Surviving
Company and the Second Merger Surviving Company shall be liable for and subject in the same manner as the First Merger Surviving Company
and Merger Sub 2 to all mortgages, charges or security interests and all Contracts, obligations, claims, debts and liabilities of the
First Merger Surviving Company and Merger Sub 2 in accordance with the Cayman Islands Companies Act.

Section 3.09. Second Merger Closing;
Second Merger Effective Time . Subject to the terms and conditions of this Agreement, the closing of the Second Merger (the “ Second
Merger Closing ”, and the consummation of the Mergers is referred to herein as the “ Closing ”) shall take place
after the consummation of the First Merger, at 9:05 a.m. (Cayman Islands time) on the same day as the First Merger Closing. The date
on which the Closing actually occurs is referred to in this Agreement as the “ Closing Date .” Subject to the satisfaction
or waiver of all of the conditions set forth in Article 10, on the date of the Second Merger Closing, the First Merger Surviving
Company and Merger Sub 2 shall file a plan of merger (the “ Second Plan of Merger ”) in substantially the form attached
as Annex G hereto and other documents required under the Cayman Islands Companies Act to effect the Second Merger with the Cayman
Islands Registrar of Companies as provided by Section 233 of the Cayman Islands Companies Act. The Second Merger shall become effective
following the First Merger Effective Time, at 9:05 a.m. (Cayman Islands time) on the date of the Second Merger Closing, or at such
later time or on such later date as may be agreed by TDAC and the Company in writing (being not more than the 90th day after the date
of registration of the Second Plan of Merger by the Registrar of Companies of the Cayman Islands) and, in either case, as specified in
the Second Plan of Merger in accordance with the Cayman Islands Companies Act (the “ Second Merger Effective Time ”).

Section 3.10. Memorandum and Articles
of Association of Second Merger Surviving Company . At the Second Merger Effective Time, in accordance with the Second Plan of
Merger, the memorandum and articles of association of the Second Merger Surviving Company immediately prior to the Second Merger shall
be its memorandum and articles of association after the Second Merger.

Section 3.11. Directors and Officers
of the Second Merger Surviving Company . At the Second Merger Effective Time, the directors and officers of Merger Sub 2 as of
immediately prior to the Second Merger Effective Time shall be the directors and officers of the Second Merger Surviving Company, unless
otherwise determined by TDAC and the Company prior to the Second Merger Effective Time, and until their respective successors are duly
elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the memorandum and articles
of association of the Second Merger Surviving Company.

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Section 3.12. Effects of the Second
Merger on the Share Capital of the First Merger Surviving Company and Merger Sub 2. At the Second Merger Effective Time, by virtue
of the Second Merger and without any action on the part of the Company, the First Merger Surviving Company or Merger Sub 2, each ordinary
share of the First Merger Surviving Company, par value US$0.0001 per share, and each ordinary share of Merger Sub 2, par value US$1.00
per share, issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one (1) validly
issued, fully paid and non-assessable ordinary share of the Second Merger Surviving Company. Such ordinary shares of the Second Merger
Surviving Company shall constitute the only issued and outstanding share capital of the Second Merger Surviving Company upon the Second
Merger Effective Time.

ARTICLE 4

Treatment of Securities; Closing Deliveries

Section 4.01. Treatment of Company
Options and Warrants .

(a) Upon the consummation of the Recapitalization,
each Company Option, whether vested or unvested, that is outstanding and unexercised immediately prior to the Recapitalization, automatically
and without any action on the part of any holder or beneficiary thereof, shall be adjusted into an option (each, an “ Adjusted
Option ”) to purchase Company Class A Ordinary Shares (in the case the holder thereof is not a Founder Party) or Company
Class B Ordinary Shares (in the case the holder thereof is a Founder Party). Each such Adjusted Option shall be adjusted to be exercisable
for that number of Company Class A Ordinary Shares or Company Class B Ordinary Shares, as applicable, determined by multiplying
the number of Company Common Shares subject to such Company Option immediately prior to the Recapitalization by the Consolidation Factor,
which product shall be rounded down to the nearest whole number of shares, at a per share exercise price determined by dividing the per
share exercise price of such Company Option immediately prior to the Recapitalization by the Consolidation Factor, which quotient shall
be rounded up to the nearest whole cent; provided , that the exercise price and the number of Company Class A Ordinary
Shares or Company Class B Ordinary Shares purchasable under each Adjusted Option shall be determined in a manner consistent with
the requirements of Section 409A of the Code and the applicable regulations promulgated thereunder; provided , further ,
that in the case of any Company Option to which Section 422 of the Code applies, the exercise price and the number of Company Class A
Ordinary Shares or Company Class B Ordinary Shares purchasable under such Adjusted Option shall be determined in accordance with
the foregoing in a manner that satisfies the requirements of Section 424(a) of the Code.

(b) Upon the consummation of the Recapitalization,
each Company Founder Warrant, that is outstanding and unexercised immediately prior to the Recapitalization, automatically and without
any action on the part of any holder or beneficiary thereof, shall be adjusted into a warrant to purchase Company Class B Ordinary
Shares on the same terms and conditions as set forth in the Contracts evidencing such Company Founder Warrants (except as necessary to
give effect to the Recapitalization).

(c) Promptly following the Recapitalization,
the Company shall deliver to each holder of Company Options and Company Founder Warrants a notice setting forth the effect of the Recapitalization
on such holder’s Company Options and Company Founder Warrants.

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(d) Prior to the Recapitalization, the Company
shall have taken (or caused to be taken) all such actions as are reasonably necessary or appropriate to (i) effect the adjustment
of Company Options and Company Founder Warrants pursuant to this Section 4.01 and (ii) make equitable changes or adjustments
as the Company Board deems necessary or appropriate to the number and class of the Company shares or other stock or securities which may
thereafter be issued in connection with future awards under the Company Equity Incentive Plan, in each case of (i) and (ii) in
accordance with Applicable Law, the terms of the Company Equity Incentive Plan and any Contracts evidencing Company Options and Company
Founder Warrants.

(e) On or prior to the Closing Date, the
Company shall file an effective registration statement on Form S-8 with respect to Company Class A Ordinary Shares issuable
under the Company Equity Incentive Plan.

(f) Set forth in Section 4.01 of the Company Disclosure Schedule is a
Post-Closing fully diluted capitalization table as agreed by TDAC and the Company.

Section 4.02. Closing Deliverables.

(a) At or prior to the Closing, the Company
shall deliver or cause to be delivered:

(i) the Registration Rights Agreement,
duly executed by the Company and the respective Company Shareholders party thereto;

(ii) the Lock-Up Agreement, duly
executed by the Company and the respective Company Shareholders party thereto; and

(iii) a certificate signed by an
authorized officer of the Company, dated the Closing Date, certifying that the conditions specified in Section 10.02(a), Section 10.02(b) and
Section 10.02(c) have been fulfilled.

(b) At or prior to the Closing, TDAC shall
deliver or cause to be delivered:

(i) the Registration Rights Agreement,
duly executed by Sponsor; and

(ii) a certificate signed by an
officer of TDAC, dated the Closing Date, certifying that the conditions specified in Section 10.03(a), Section 10.03(b) and
Section 10.03(c) have been fulfilled.

Section 4.03. Dissenter’s Rights .

(a) Notwithstanding anything in this Agreement
to the contrary and to the extent available under the Cayman Islands Companies Act, all TDAC Ordinary Shares that are issued and outstanding
immediately prior to the First Merger Effective Time and that are held by any TDAC Shareholder who has given a Written Objection (as defined
in Section 4.03(d)) and who shall have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent
from the First Merger, in accordance with Section 238 of the Cayman Islands Companies Act (the “ TDAC Dissenting Shares ”
and holders of TDAC Dissenting Shares being referred to as “ TDAC Dissenting Shareholders ”) shall be cancelled and cease
to exist at the First Merger Effective Time, and the TDAC Dissenting Shareholders shall not be entitled to receive the applicable Company
Exchange Shares under Section 3.06(a)(i) and shall instead be entitled to receive only the payment of the fair value of such
TDAC Dissenting Shares held by them determined in accordance with Section 238 of the Cayman Islands Companies Act.

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(b) For the avoidance of doubt, all TDAC
Ordinary Shares held by TDAC Shareholders who have given a Written Objection who shall have failed to exercise or who shall have effectively
withdrawn or lost their dissenter rights under Section 238 of the Cayman Islands Companies Act shall thereupon (i) not be deemed
to be TDAC Dissenting Shares, and (ii) be cancelled and cease to exist in exchange for, at the First Merger Effective Time, the right
to receive the applicable Company Exchange Shares under Section 3.06(a)(i) in the manner provided in Section 4.04.

(c) TDAC shall provide to the Company (i) reasonably
prompt notice of any notices of objection or notices of dissent to the First Merger or demands for appraisal under Section 238 of
the Cayman Islands Companies Act received by TDAC, attempted withdrawals of such notices, dissents or demands, and any other instruments
served pursuant to the Cayman Islands Companies Act and received by TDAC relating to the exercise of any rights to dissent from the First
Merger or appraisal rights and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such notice
of dissenter right or demand for appraisal under the Cayman Islands Companies Act. TDAC shall not, except with the prior written consent
of the Company, make any offers or payment with respect to any exercise by a shareholder of its rights to dissent from the First Merger
or any demands for appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, such consent
not to be unreasonably withheld, conditioned or delayed.

(d) If any TDAC Shareholder gives to TDAC,
before the TDAC Shareholder Approval is obtained at the TDAC Shareholders Meeting, written objection to the First Merger (each a “ Written
Objection ”) in accordance with Section 238(2) and Section 238(3) of the Cayman Islands Companies Act: (i) TDAC
shall following the TDAC Shareholder Approval, in accordance with Section 238(4) of the Cayman Islands Companies Act, promptly,
and in any case within twenty (20) days of obtaining the TDAC Shareholder Approval, give written notice of the authorization of the First
Merger (the “ Authorization Notice ”) to each such TDAC Shareholder who has made a Written Objection; (ii) TDAC
Ordinary Shares held by TDAC Dissenting Shareholders shall be treated in accordance with Section 4.03(a); and (iii) unless TDAC
and the Company elect by agreement in writing to waive this Section 4.03(d)(iii), no Party shall be obligated to effect the Closing,
and the First Plan of Merger shall not be filed with the Cayman Islands Registrar of Companies, until at least twenty (20) days shall
have elapsed since the date on which the Authorization Notice is given to each such TDAC Shareholder who has made a Written Objection
(being the period allowed for written notice of an election to dissent under Section 238(5) of the Cayman Islands Companies
Act, as referred to in Section 239(1) of the Cayman Islands Companies Act), but in any event subject to the satisfaction or
waiver of all of the conditions set forth in Section 10.

Section 4.04. Exchange of Shares and
Warrants .

(a) Immediately prior to or at the First
Merger Effective Time, the Company shall deposit, or cause to be deposited, with an exchange agent selected by TDAC (the “ Exchange
Agent ”): (i) evidence in book-entry form of Company Class A Ordinary Shares representing the number of Company Class A
Ordinary Shares required to be issued to the holders of TDAC Ordinary Shares (other than TDAC Dissenting Shareholders) in connection with
the First Merger as the Company Exchange Shares under Section 3.06(a)(i), and (ii) the Company Exchange Warrants.

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(b) With respect to any holder of TDAC Ordinary
Shares (other than TDAC Dissenting Shareholders) or TDAC Warrants, TDAC and the Company shall instruct the Exchange Agent to deliver to
such holder (i) the Company Exchange Shares or (ii) the Company Exchange Warrants, as applicable, to which such holder is entitled
pursuant to Section 3.06(a), at the First Merger Effective Time, and in exchange any outstanding TDAC Ordinary Shares or TDAC Warrants
shall be cancelled as a result of the First Merger, without any further action by any party. If the Exchange Agent requires that, as a
condition to receiving the Company Exchange Shares or Company Exchange Warrants, any holder of TDAC Ordinary Shares or TDAC Warrants deliver
a letter of transmittal to the Exchange Agent, then at or as promptly as practicable following the First Merger Effective Time, the Company
shall cause the Exchange Agent to send to each holder of TDAC Ordinary Shares and each holder of TDAC Warrants a letter of transmittal
(which shall specify that the delivery shall be effected, and the risk of loss and title shall pass, only upon proper transfer of (i) each
Company Exchange Share or (ii) the relevant Company Exchange Warrant, as applicable, to the Exchange Agent, and which letter of transmittal
will be in customary form and have such other provisions as TDAC and the Company may reasonably specify) for use in such exchange, and
no holder of TDAC Ordinary Shares or TDAC Warrants shall be entitled to receive the Company Exchange Shares or the Company Exchange Warrants,
as applicable, unless such holder has delivered a completed and duly executed letter of transmittal to the Exchange Agent.

(c) From and after the First Merger Effective
Time, any certificate(s) representing TDAC Ordinary Shares (other than TDAC Dissenting Shares) or TDAC Warrants shall be deemed to
evidence such holder’s right to receive its respective portion of the Company Exchange Shares or Company Exchange Warrants, as applicable,
into which such TDAC Ordinary Shares or TDAC Warrants shall have been converted by the First Merger. From and after the First Merger Effective
Time, all previous holders of TDAC Ordinary Shares or TDAC Warrants shall cease to have any rights as shareholders or equityholders of
TDAC other than the right to receive such holder’s respective portion of the Company Exchange Shares or the Company Exchange Warrants,
as applicable, into which such TDAC Ordinary Shares and TDAC Warrants have been converted pursuant to this Agreement, without interest,
or, in the case of TDAC Dissenting Shareholders, the right to receive the applicable payment as set forth in Section 4.03. From and
after the First Merger Effective Time, there shall be no further registration of transfers of TDAC Ordinary Shares or TDAC Warrants on
the register of members or transfer books of TDAC.

Section 4.05. No Liability; Withholding .

(a) None of the Parties, the Second Merger
Surviving Company or the Exchange Agent shall be liable to any Person for any portion of the Company Exchange Shares or Company Exchange
Warrants delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Notwithstanding any other
provision of this Agreement, any portion of the Company Exchange Shares or Company Exchange Warrants that remains undistributed to the
TDAC Shareholders as of immediately prior to the date on which the Company Exchange Shares or Company Exchange Warrants would otherwise
escheat to or become the property of any Governmental Authority shall, to the extent permitted by Applicable Law, become the property
of the Company, free and clear of all claims or interest of any Person previously entitled thereto.

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(b) Each of the Parties, the Second Merger
Surviving Company and the Exchange Agent (without duplication) shall be entitled to deduct and withhold from the consideration otherwise
payable to any Person pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of
such payment under any Applicable Law; provided , that if the Company or any party acting on its behalf determines that any
payment hereunder is subject to deduction and/or withholding, then the Company shall (i) provide written notice to TDAC as soon as
reasonably practicable after such determination and (ii) consult and cooperate with TDAC reasonably and in good faith to reduce or
eliminate any such deduction or withholding to the extent permitted by Applicable Law. Any amounts so deducted and withheld shall be paid
over to the appropriate Governmental Authority in accordance with Applicable Law and shall be treated for all purposes of this Agreement
as having been paid to the Person in respect of which such deduction or withholding was made.

Section 4.06. [Reserved]

Section 4.07. Founder IP Compensation .

(a) Prior to the Closing Date, in recognition
of the Founder’s contributions to the Company and the development of key Intellectual Property Rights for the Company (the “ Founder
IP ”), the Company shall reserve for issuance a number of Equity Securities (that shall be Class B Ordinary Shares upon
Closing) of the Company, which would represent two and one-half percent (2.5%) of the total share capital of the Company on a fully diluted
basis as of Closing (the “ Cap ”).

(b) To determine the actual number of Class B
Ordinary Shares to be issued to the Founder (the “ Founder IP Compensation Shares ”), from and after the Closing Date,
the Company shall, within ninety (90) days after the Closing, engage an independent third-party valuation firm to conduct an independent
valuation of the Founder IP. Such valuation firm shall issue its final valuation report with respect to the Founder IP within two (2) months
after engagement. Within one (1) month following the date of such report, the Company Board shall instruct its compensation committee
to, and the compensation committee shall, within two (2) months of such instruction, review the final valuation report of the valuation
firm, and determine the number of Founder IP Compensation Shares having an aggregate value equivalent to such fair valuation of Founder
IP. The Founder IP Compensation Shares shall be issued to the Founder or an Affiliate designated by the Founder.

Section 4.08. IP Compensation Shares
Procedures .

(a) At all times before the Founder IP Compensation
Shares are issued to the Founder, the Company shall reserve and keep available for issuance a sufficient number of authorized and unissued
Company Ordinary Shares to permit the Company to satisfy its issuance obligations set forth in Section 4.07 and shall take all actions
required to increase the authorized number of Company Ordinary Shares if at any time there shall be insufficient authorized and unissued
Company Ordinary Shares to permit such reservation.

(b) In the event that the Company shall at
any time before the Founder IP Compensation Shares are issued to the Founder pay any dividend on Company Ordinary Shares by the issuance
of additional Company Ordinary Shares, or effect a subdivision or combination or consolidation of the issued and outstanding Company Ordinary
Shares (by reclassification or otherwise) into a greater or lesser number of Company Ordinary Shares, then the Cap for the Founder IP
Compensation Shares shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of Company Ordinary
Shares (including any other shares so reclassified as Company Ordinary Shares) issued and outstanding immediately after such event(s) and
the denominator of which is the number of Company Ordinary Shares that were issued and outstanding immediately prior to such event(s).

(c) Before the Founder IP Compensation Shares
are issued to the Founder, the Company shall take all reasonable efforts for (i) the Company to remain listed as a public company
on, and for the Company Class A Ordinary Shares to be tradable over, the Nasdaq, and (ii) the Founder IP Compensation Shares,
when issued, to be approved for listing on the Nasdaq.

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(d) The rights of the Founder to receive,
or designate his Affiliate(s) to receive, the Founder IP Compensation Shares are personal in nature and, except with the written
consent of the Company, are non-transferable and non-assignable, except that the Founder shall be entitled to assign such rights by will
or, by the laws of intestacy.

ARTICLE 5

Representations and Warranties of the Company

Except as set forth in the Company Disclosure
Schedule (subject to Section 12.15), the Company represents and warrants to TDAC as of the date hereof and as of the Closing Date
as follows:

Section 5.01. Corporate Existence and
Power .

(a) The Company is an exempted company duly
incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority
to own or lease its properties and to conduct its business as it is now being conducted.

(b) A true and complete copy of the memorandum
and articles of association, each as amended to date, of the Company (the “ Company Existing AoA ”) has been made available
by the Company to TDAC. Such Company Existing AoA is in full force and effect and, if required under Applicable Law, has been registered
with, as applicable, the appropriate Governmental Authorities. The Company is not in violation of any of the provisions of the Company
Existing AoA.

(c) The Company is duly licensed or qualified
and, where applicable, in good standing as a foreign company in each jurisdiction in which the ownership or lease of its property or the
character of its activities is such as to require it to be so licensed, qualified or in good standing, as applicable, except where the
failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material
Adverse Effect.

Section 5.02. Corporate Authorization .

(a) Each of the Company and the Acquisition
Entities has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it
is (or is specified to be) a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.03)
to consummate the Transactions. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is
(or is specified to be) a party, and the consummation of the Transactions, have been duly and validly authorized and approved by the Company
Board and the board of directors of each Acquisition Entity and, except for (i) the Company Shareholder Approval and (ii) the
adoption of this Agreement by the Company in its capacity as the sole shareholder of Merger Sub 1 and Merger Sub 2, no other corporate
action on the part of the Company, any Acquisition Entity or any of their Subsidiaries or any holders of any Equity Securities of the
Company, any Acquisition Entity or any of their Subsidiaries is necessary to authorize the execution and delivery by the Company and the
Acquisition Entities of this Agreement or the Ancillary Agreements to which the Company or any Acquisition Entity is (or is specified
to be) a party, the performance by the Company or any Acquisition Entity of its obligations hereunder and thereunder and the consummation
of the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company and the Acquisition Entities
and, assuming this Agreement constitutes a legal, valid and binding obligation of the other parties hereto, constitutes a legal, valid
and binding obligation of each of the Company and the Acquisition Entities, enforceable against each of the Company and the Acquisition
Entities in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each
Ancillary Agreement to which the Company or any Acquisition Entity is (or is specified to be) a party, when executed and delivered by
the Company or such Acquisition Entity, will be duly and validly executed and delivered by the Company or such Acquisition Entity, and,
assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal,
valid and binding obligation of the Company or such Acquisition Entity, enforceable against the Company or such Acquisition Entity in
accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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(b) At a meeting duly called and held, the
Company Board has, by duly adopted resolutions, (i) approved this Agreement and the transactions contemplated by this Agreement,
(ii) determined that this Agreement and the transactions contemplated by this Agreement are advisable and in the best interests of
the Company and the Company Shareholders, (iii) directed that the adoption of this Agreement be submitted for approval by the Company
Shareholders and (iv) resolved to recommend that the Company Shareholders approve this Agreement and the transactions contemplated
by this Agreement.

Section 5.03. Governmental Authorizations;
Consents . Assuming the representations and warranties of TDAC contained in this Agreement and the Ancillary Agreements to which
TDAC is or will be a party are true, correct and complete, no consent, approval or authorization of, or designation, declaration to or
filing with, notice to, or any other action by or in respect of, any Governmental Authority is required on the part of the Company, its
Subsidiaries or any Acquisition Entity with respect to the Company’s and the Acquisition Entities’ execution, delivery and
performance of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party or the consummation of the Transactions,
except for (a) the filing of the First Plan of Merger, the Second Plan of Merger and related documentation with the Cayman Islands
Registrar of Companies and the publication of notification of the Mergers in the Cayman Islands Government Gazette in accordance with
the Cayman Islands Companies Act, (b) any consents, approvals, authorizations, designations, declarations, filings, notices or actions,
the absence of which would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (c) the
filing (A) with the SEC of the Proxy Statement/Registration Statement and the declaration of the effectiveness thereof by the SEC
and (B) of any other documents or information required pursuant to applicable requirements, if any, of applicable Securities Laws,
(d) compliance with and filings or notifications required to be filed with the state securities regulators pursuant to “blue
sky” Laws and state takeover Laws as may be required in connection with this Agreement or the Ancillary Agreements, (e) approval
for listing the Company Class A Ordinary Shares and Company Warrants issued pursuant to this Agreement on the Nasdaq, (f) any
corporate authorizations that are described in Section 5.02(a), or (g) any consents, approvals, authorizations, designations,
declarations, filings, notices or actions required on the part of the Company, its Subsidiaries or any Acquisition Entity pursuant to
the French Subsidy Contract.

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Section 5.04. Noncontravention .
The execution, delivery and performance of this Agreement and each Ancillary Agreement to which the Company or any Acquisition Entity
is (or is specified to be) a party by the Company or such Acquisition Entity and the consummation of the Transactions do not and will
not (a) contravene, conflict with, or violate any provision of, or result in the breach of, any Applicable Law, (b) contravene,
conflict with, or violate any provision of, or result in the breach of, the memorandum and articles of association or other organizational
documents of the Company or any of its Subsidiaries, (c) assuming the receipt of the consents, approvals, authorizations and other
requirements set forth in Section 5.03, conflict with, violate or result in a breach of any term, condition or provision of any Significant
Contract, or terminate or result in a default under, or require any consent, notice or other action by any Person under (with or without
notice, or lapse of time, or both) or the loss of any right under, or create any right of termination, acceleration or cancellation of,
any Significant Contract, or (d) result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets
of the Company or any of its Subsidiaries, or constitute an event which, with or without notice or lapse of time or both, would result
in any such violation, breach, termination or creation of a Lien or result in a violation or revocation of any required license, Permit
or approval from any Governmental Authority or other Person, except, in each case of clauses (a), (c) and (d) above, to the
extent that the occurrence of any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Company
Material Adverse Effect.

Section 5.05. Subsidiaries .

(a) The Subsidiaries of the Company are set
forth on Section 5.05 of the Company Disclosure Schedule. Each of the Subsidiaries of the Company has been duly incorporated, formed
or organized and is validly existing and in good standing, where applicable, under the Applicable Laws of its jurisdiction of incorporation,
formation or organization and has all requisite corporate power and authority to own or lease its properties and to conduct its business
as it is now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign company (or
other entity, if applicable) in each jurisdiction in which its ownership or lease of property or the character of its activities is such
as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified
or in good standing would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

(b) True and complete copies of the organizational
documents of the Subsidiaries of the Company have been made available to TDAC, and are in full force and effect and such Subsidiaries
are not in violation of any of the provisions thereof.

Section 5.06. Capitalization .

(a) Except as disclosed in Section 5.06(a) of
the Company Disclosure Schedule, all of the issued and outstanding Company Common Shares and Company Preferred Shares have been duly authorized
and validly issued in accordance with all Applicable Laws, including all applicable federal securities laws, and the organizational documents
of the Company, and are fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights,
rights of first refusal or similar rights, and are free and clear of all Liens and other restrictions (including any restriction on the
right to vote, sell or otherwise dispose of such Company Common Shares and Company Preferred Shares), other than generally applicable
transfer restrictions imposed by applicable securities laws. Section 5.06(a) of the Company Disclosure Schedule sets forth a
true, correct and complete list, as of the date of this Agreement, of all the Company Common Shares and Company Preferred Shares that
are authorized, issued or outstanding and the holders of such Company Common Shares and Company Preferred Shares. Except as set forth
in Section 5.06(a) of the Company Disclosure Schedule, there are no other authorized, issued or outstanding Equity Securities
of the Company.

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(b) Set forth on Section 5.06(b) of
the Company Disclosure Schedule is (i) the capitalization of each direct and indirect Subsidiary of the Company, including the number
of Equity Securities authorized, issued and outstanding (including the holder of any such Equity Securities) for each such Subsidiary
and (ii) the outstanding Equity Securities of each of the Company Subsidiaries have been duly authorized and validly issued, are
fully paid and non-assessable and are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal
or similar rights. The Company or one or more of its wholly owned Subsidiaries own of record and beneficially all the issued and outstanding
Equity Securities of each Subsidiary of the Company free and clear of any Liens other than Permitted Liens.

(c) Set forth on Section 5.06(c) of
the Company Disclosure Schedule is a true, correct and complete list, as of the date of this Agreement, of all the Company Options and
Company Founder Warrants that are authorized, issued or outstanding and any applicable exercise price, vesting schedule, grant date and
expiration date of such Company Options and Company Founder Warrants (as the case may be). Other than the Company Options and Company
Founder Warrants and as set forth on Section 5.06(a) of the Company Disclosure Schedule or Section 5.06(b) of the
Company Disclosure Schedule, there are no Equity Securities of the Company or any Subsidiary of the Company. Except as set forth in Section 5.06(c) of
the Company Disclosure Schedule, there are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem
or otherwise acquire any Equity Securities of the Company or any Subsidiary of the Company. There are no outstanding bonds, debentures,
notes or other Indebtedness of the Company or any of its Subsidiaries having the right to vote (or convertible into, or exchangeable for,
securities having the right to vote) on any matter for which the equityholders of the Company or any Subsidiary of the Company may vote.
Each Company Option was granted (i) with a per share exercise price that was not less than the fair market value of a Company Common
Share on the date of grant, (ii) in accordance with the terms of the Company Equity Incentive Plan and (iii) in accordance with,
or pursuant to compliant reliance on an exemption from, applicable securities law. There are no declared but unpaid dividends or other
distributions with regard to any issued and outstanding Equity Securities of the Company or any Subsidiary of the Company. None of the
Company or any of its Subsidiaries is a party to any equityholders agreement, voting agreement or registration rights agreement relating
to the Equity Securities of the Company or any Subsidiary of the Company.

(d) The Company Class A Ordinary Shares
to be issued to the holders of TDAC Ordinary Shares pursuant to this Agreement will, upon issuance and delivery at the Closing, (i) be
duly authorized and validly issued, and fully paid and non-assessable, (ii) be issued in compliance in all respects with Applicable
Law, (iii) not be issued in breach or violation of any preemptive rights or Contract, and (iv) be issued to such holders with
good and valid title, free and clear of any Liens (other than Permitted Liens) other than any restrictions on transfer under this Agreement,
any of the Ancillary Agreements or Applicable Law.

Section 5.07. Financial Statements .

(a) Attached as Section 5.07(a) of
the Company Disclosure Schedule are true and complete copies of the draft unaudited consolidated balance sheets of the Company and its
Subsidiaries and related consolidated statements of comprehensive income, of changes in equity and of cash flows as of and for the fiscal
years ended December 31, 2024 and December 31, 2025, prepared in accordance with IFRS (the “ Draft Unaudited IFRS Financial
Statements ”). The Draft Unaudited IFRS Financial Statements present fairly, in all material respects, the consolidated balance
sheet, comprehensive income, changes in equity and cash flows of the Company and its Subsidiaries as of the dates and for the periods
indicated in such Draft Unaudited IFRS Financial Statements in conformity with IFRS, consistently applied throughout the periods indicated.
When included in the Proxy Statement and the Registration Statement pursuant to Section 9.04(e), the Draft Unaudited IFRS Financial
Statements, as finalized and no longer in draft form (the “ Audited IFRS Financial Statements ”), and the Interim IFRS
Financial Statements (if applicable pursuant to Section 9.04(e)), shall be prepared in conformity with IFRS, consistently applied
throughout the periods indicated (except, in the case of the Interim IFRS Financial Statements, for the absence of footnotes and other
presentation items required by IFRS and for normal and recurring year-end adjustments that are not material).

- 31 -

(b) On the Closing Date, the Audited IFRS
Financial Statements will have been audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent
under Rule 2-01 of Regulation S-X under the Securities Act. The Interim IFRS Financial Statements (if applicable pursuant to Section 9.04(e))
have been prepared in accordance with IFRS and Regulation S-X and reviewed by a PCAOB-qualified auditor that was independent under Rule 2-01
of Regulation S-X under the Securities Act in accordance with PCAOB Auditing Standard 4105.

(c) As of the date hereof, the Company and
its Subsidiaries have established and maintained systems of internal controls over financial reporting. Such systems are designed to provide,
in all material respects, reasonable assurance that (i) all transactions are executed in accordance with management’s general
or specific authorization, (ii) all transactions are recorded as necessary to permit preparation of proper and accurate financial
statements in accordance with IFRS, and to maintain accountability for the Company’s and its Subsidiaries’ assets and (iii) material
information is communicated to management as appropriate. None of the Company, its Subsidiaries, or, to the knowledge of the Company, an independent auditor of the Company
or its Subsidiaries, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal
accounting controls utilized or maintained by the Company and its Subsidiaries, (ii) any fraud, whether or not material, that involves
the Company’s or its Subsidiaries’ management or other employees who have a significant role in the preparation of financial
statements or the internal accounting controls utilized or maintained by the Company or its Subsidiaries, or (iii) any claim or allegation
regarding any of the foregoing.

(d) Neither the Company nor any of its Subsidiaries
is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract
(including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries,
on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose
entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities
Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving,
or material liabilities of, the Company or any of its Subsidiaries in the Draft Unaudited IFRS Financial Statements.

(e) For the fiscal years ended December 31,
2024 and December 31, 2025, neither the Company nor any of its Subsidiaries has received from any employee of the Company or its
Subsidiaries any written or, to the knowledge of the Company, oral complaint, allegation, assertion or claim with respect to unlawful
or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or
methods of the Company or any of its Subsidiaries, and the Company and its Subsidiaries have not independently identified or received
any written notice from their independent accountants regarding any of the foregoing.

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(f) As of the date hereof, the Company and
its Subsidiaries have aggregate net cash of $100,000,000 and do not have any Indebtedness except as set forth in Section 5.07(f) of
the Company Disclosure Schedule.

Section 5.08. Undisclosed Liabilities .

(a) Each of the Acquisition Entities was
incorporated solely for the purpose of effecting the transactions contemplated by this Agreement and has not engaged in any business activities
or conducted any operations other than in connection with the transactions contemplated hereby and has no, and at all times prior to the
Second Merger Effective Time except as expressly contemplated by this Agreement, will have no, assets, liabilities or obligations of any
kind or nature whatsoever other than those incident to its formation.

(b) There is no liability, debt or obligation
of the Company or any of its Subsidiaries (x) required to be set forth on a balance sheet of the Company in accordance with IFRS
or (y) that is material, in each case except for liabilities, debts and obligations (i) as (and to the extent) reflected or
reserved for on the balance sheet of the Company as of December 31, 2025 included in the Draft Unaudited IFRS Financial Statements,
(ii) that have arisen since December 31, 2025 in the Ordinary Course of Business (none of which results from, arises out of
or was caused by any tortious conduct, breach of Contract, infringement or violation of Applicable Law by the Company or any of its Subsidiaries),
(iii) incurred in connection with the transactions contemplated by this Agreement, or (iv) that are executory obligations under
any Contracts that are in effect as of the date hereof (excluding any liabilities arising from a breach of Contract).

Section 5.09. Absence of Changes .

(a) Since December 31, 2025, there has
not been any Company Material Adverse Effect.

(b) Since December 31, 2025, the Company
and its Subsidiaries (i) have, in all material respects, conducted their business and operated their properties in the Ordinary Course
of Business and (ii) have not taken any action (or failed to take any action) that would violate Sections 7.01(c), (e), (f), (g),
(h), (j), (l), (m), (p), (r) (to the extent related to clauses (c), (e), (f), (g), (h), (j), (l), (m), (p) and (r)) if such
action had been taken (or failed to be taken) after the date of this Agreement.

Section 5.10. Litigation and Proceedings .
Except as set forth in Section 5.10 of the Company Disclosure Schedule, since January 1, 2024, there have not been any, and
there are currently no, pending or, to the knowledge of the Company, threatened, Actions against the Company or any of its Subsidiaries
or any of their respective properties or assets, or, to the knowledge of the Company, any of their respective directors or employees,
in their capacity as such except, in each case, as would not reasonably be expected to be, individually or in the aggregate, material
to the Company and its Subsidiaries, taken as a whole. Since January 1, 2024, neither the Company nor any of its Subsidiaries nor
any property or asset of the Company or any such Subsidiary, has been subject to any Governmental Order.

Section 5.11. Compliance with Laws;
Permits .

(a) The Company and its Subsidiaries are, and since January 1, 2024 have been, in compliance with all Applicable Laws, except as
would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Since January 1,
2024, (i) none of the Company or any of its Subsidiaries has been subjected to, or received any notification from, any
Governmental Authority of a material violation of any Applicable Law or any investigation by a Governmental Authority for actual or
alleged material violation of any Applicable Law, (ii) to the knowledge of the Company, no claims have been filed against the
Company or any of its Subsidiaries with any Governmental Authority alleging any material failure by the Company or any of its
Subsidiaries to comply with any Applicable Law, and (iii) neither the Company nor any of its Subsidiaries has made a voluntary,
directed, or involuntary disclosure to any Governmental Authority regarding any alleged act or omission arising under or relating to
any material noncompliance with any Applicable Law.

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(b) The Company and each of its Subsidiaries
has all Permits that are required to own, lease or operate its properties and assets and to conduct its business as currently conducted
and as proposed to be conducted (the “ Company Permits ”), except where the failure to have such Company Permits would
not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, (i) each
Company Permit is in full force and effect in accordance with its terms, (ii) no outstanding notice of revocation, cancellation or
termination of any Company Permit has been received by the Company or any of its Subsidiaries, (iii) there are no Actions pending
or, to the knowledge of the Company, threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or
termination of any Company Permit, and (iv) each of the Company and each of its Subsidiaries is, and has been since January 1,
2024, in compliance with all material Company Permits applicable to the Company or such Subsidiary and, to the knowledge of the Company,
no condition exists that with notice or lapse of time or both would constitute a default under such Company Permits, in each case, except
as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. The consummation of
the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Company Permits, except
for any such revocation, modification or cancellation that would not, individually or in the aggregate, be reasonably expected to have
a Company Material Adverse Effect. Section 5.11(b) of the Company Disclosure Schedule contains a true and complete list of all
material Company Permits.

Section 5.12. Significant Contracts.

(a) Section 5.12(a) of the Company
Disclosure Schedule contains a complete and accurate list of all Contracts to which the Company or any of its Subsidiaries is a party
or is bound by falling within the following categories and in effect as of the date hereof (each Contract required to be listed on Section 5.12(a) of
the Company Disclosure Schedule and, as of the Closing, any other Contract in effect that would have been required to be disclosed pursuant
to Section 5.12(a) if in effect on the date hereof, a “ Significant Contract ”):

(i) any Contract, the performance
of which involves payments or expected payments (A) by the Company or its Subsidiaries in the aggregate in excess of $500,000 in
any of the fiscal years ended December 31, 2024 or December 31, 2025 or (B) to the Company or its Subsidiaries in the aggregate
in excess of $150,000 in any of the fiscal years ended December 31, 2024 or December 31, 2025;

(ii) any Contract for the voting
of Equity Securities of the Company or any of its Subsidiaries;

(iii) any Contract with a Top 5
Vendor or Top 5 Customer (other than purchase or service orders accepted, confirmed or entered into in the Ordinary Course of Business)
in the fiscal year ended December 31, 2025;

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(iv) each employment Contract with
any of the following employees of the Company or one of its Subsidiaries: Yang, Szu-Nan, Hsieh, Wen-Kai, Belov Dmiry, Lee, Pan-Yun and
Huang, Chia-Chi;

(v) each collective bargaining
Contract (a “ Labor Contract ”);

(vi) any Contract pursuant to which
the Company or any of its Subsidiaries leases, subleases, occupies or otherwise uses any real property;

(vii) (A) any Contract under
which the Company or any of its Subsidiaries has granted to a third party any right, license, sublicense or covenant not to sue with respect
to any material Intellectual Property, other than non-exclusive licenses granted in the Ordinary Course of Business, or (B) any Contract
pursuant to which the Company or any of its Subsidiaries obtains any right, license, sublicense or covenant not to sue from a third party
with respect to any Intellectual Property that is material to the business of the Company and its Subsidiaries, other than non-exclusive
licenses of commercial off-the-shelf software that are available to the public generally with annual license, maintenance, support and
other fees of less than $250,000;

(viii) the form of any Contract
that (A)(1) contains a covenant not to complete in any line of business or solicit individuals for employment, provided, that
such Contracts were executed during the three (3) year period ending on the date hereof, (2) grants exclusive or preferential
rights or “most favored nations” status to any Person, or (3) obligates the Company or any of its Subsidiaries to purchase
or obtain a minimum or specified amount of any product or service in excess of  $1,000,000 in the aggregate during any fiscal years
ended December 31, 2024 or December 31, 2025, in each case that is applicable to the Company or any of its Subsidiaries or (B) prohibits
the Company or any of its Subsidiaries from soliciting any customers or strategic partners, in each case of (A) and (B), other than
non-disclosure agreements, confidentiality agreements, advisory agreements and consultancy agreements entered into in the Ordinary Course
of Business;

(ix) any Contract under which the
Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) any
Indebtedness (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries),
(B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any Indebtedness, (C) extended
credit to any Person (other than Contracts (1) involving immaterial advances made to an employee of the Company or any of its Subsidiaries
or (2) for goods and services, in each case in the Ordinary Course of Business) or (D) granted a material performance bond,
letter of credit or any other similar instrument, in each case, in excess of $2,000,000;

(x) any Contract with any Governmental
Authority;

(xi) each Contract with a Related
Party (other than Company Benefit Plans or Contracts for compensation for services performed by a Related Party as director, officer,
service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business
expenses in the Ordinary Course of Business);

(xii) each Contract relating to
the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) that contains financial
covenants, indemnities or other payment obligations (including “earn-out” or other contingent payment obligations) that would
reasonably be expected to result in the making of payments by the Company and its Subsidiaries after the Closing Date in excess of $2,000,000;

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(xiii) any Contract establishing
any joint venture, strategic alliance, partnership or other collaboration, except for any Contract where the Company and the counterparty
are only at an initial, preliminary or exploratory stage of any of the foregoing arrangements;

(xiv) any Contract involving any
resolution or settlement of any actual or threatened litigation, arbitration, claim or other dispute under which the Company or any of
its Subsidiaries has any ongoing obligations (either monetary or non-monetary), except where such resolution or settlement solely involves
monetary obligations not exceeding $250,000; and

(xv) any Contract which grants
any Person a right of first refusal, right of first offer or similar right with respect to any properties, assets or businesses of the
Company or any of its Subsidiaries.

(b) True and correct copies of each Significant
Contract, or descriptions thereof (as set forth in Section 5.12(a) of the Company Disclosure Schedule), as of the date hereof
have been delivered to or made available to TDAC. Each Significant Contract is in full force and effect and represents the legal, valid
and binding obligations of the Company, and to the knowledge of the Company the other parties thereto, and is enforceable against the
Company, and to the knowledge of the Company against the other parties thereto, in accordance with its terms and conditions. Neither the
Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to any such Significant Contract is in breach
of or in default under such Significant Contract. Neither the Company nor any of its Subsidiaries has received any written claim or notice
of any material breach of or default under any Significant Contract, and, to the knowledge of the Company, no event has occurred which
individually or together with other events, would reasonably be expected to result in a material breach of or a default under any Significant
Contract by the Company or any Subsidiary of the Company party thereto or, to the knowledge of the Company, any other party thereto (in
each case, with or without notice or lapse of time or both). Except as set forth in Section 5.12(b) of the Company Disclosure
Schedule, no party to any Significant Contract has exercised termination rights with respect thereto or has indicated in writing that
it intends to terminate or materially modify its relationship with the Company or any of its Subsidiaries.

Section 5.13. Intellectual Property .

(a) Section 5.13(a) of the Company
Disclosure Schedule contains a complete and accurate list of all patents, patent applications, registered trademarks, trademark applications,
service marks, and service mark applications, in each case owned by the Company or its Subsidiaries, as of the date of this Agreement
(the “ Registered Intellectual Property ”), including as to each such item, as applicable, (i) the current owner
or registrant, (ii) the jurisdiction where the application, registration or issuance is filed, (iii) the application, registration
or issue number and (iv) the applicable application, registration or issue date. Each item of Registered Intellectual Property that
is material to the business of the Company and its Subsidiaries (A) has not been abandoned, canceled or adjudged invalid or unenforceable
in whole or in part and (B) has been maintained effective, valid and enforceable by all requisite filings, renewals and payments.

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(b) the Company and its Subsidiaries (i) solely
and exclusively own all right, title and interest in and to the Owned Intellectual Property (including all Registered Intellectual Property)
free and clear of all Liens (other than any Permitted Liens) and (ii) to the knowledge of the Company, have a valid and enforceable
right to use all material Licensed Intellectual Property.

(c) the Company and its Subsidiaries use
commercially reasonable efforts in accordance with generally accepted industry practice to maintain, enforce and protect the confidentiality
of all material Trade Secrets owned by the Company and its Subsidiaries the value of which to their business is contingent upon maintaining
the confidentiality thereof, including maintaining policies requiring all employees, consultants and independent contractors authorized
to use or access any such Trade Secrets to agree to maintain the confidentiality thereof. To the knowledge of the Company, there has been
no disclosure of any material Trade Secrets owned by the Company other than to employees, contractors, consultants, representatives and
agents of the Company or any of its Subsidiaries under written confidentiality agreements.

(d) the Company and its Subsidiaries own
or have a valid and enforceable right to use any and all Intellectual Property used in or material to the conduct of the business of the
Company and its Subsidiaries as currently conducted. The execution and delivery of this Agreement by the Company and the consummation
of the Transactions will not result in the loss, alteration, encumbrance, termination, extinguishment or impairment of any material Owned
Intellectual Property or any material Licensed Intellectual Property.

(e) neither the Company nor any of its Subsidiaries,
nor the conduct of their business, has, since January 1, 2024, infringed, misappropriated or otherwise violated, nor are any of them
infringing, misappropriating or otherwise violating, any third party’s Intellectual Property rights, in any manner that would, individually
or in the aggregate, reasonably be expected to result in material liability to the Company and its Subsidiaries, taken as a whole. No
Action is pending or, to the knowledge of the Company, has been threatened in writing against the Company or any of its Subsidiaries (i) alleging
any infringement, misappropriation or violation of any third party’s Intellectual Property rights by the Company or any of its Subsidiaries
or (ii) based upon, or challenging or seeking to deny or restrict, the rights of the Company or any of its Subsidiaries in any of
the Owned Intellectual Property or Licensed Intellectual Property, in each case of (i) and (ii), the adverse result or conclusion
of which would, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the knowledge
of the Company, no third party has, since January 1, 2024, infringed, misappropriated or otherwise violated, or is infringing, misappropriating
or otherwise violating, any Owned Intellectual Property, except as would not reasonably be expected to result in a Company Material Adverse
Effect. No Action by or on behalf of the Company or its Subsidiaries against a third party with respect to the alleged infringement, misappropriation
or other violation of the Owned Intellectual Property is currently pending or threatened in writing.

(f) no funding, facilities, personnel or
resources of any Governmental Authority or any university, college, research institute or other educational institution was used in the
development of any Owned Intellectual Property, except for any such funding or use of facilities or personnel that has not resulted in
such Governmental Authority or institution obtaining ownership or other rights to any material Intellectual Property.

(g) all current and former employees, independent
contractors and consultants who contributed to the discovery, creation or development of any material Intellectual Property for or on
behalf of the Company or any of its Subsidiaries have transferred all of their rights, title and interest in and to such Intellectual
Property to the Company or one of its Subsidiaries pursuant to written agreements containing self-executing present-tense assignment language.
To the knowledge of the Company, no such employee, independent contractor or consultant has asserted any right, license, claim or interest
whatsoever in or with respect to any such Intellectual Property.

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Section 5.14. [Reserved]

Section 5.15. Company Benefit Plans .

(a) Section 5.15(a) of the Company
Disclosure Schedule contains a complete and accurate list, as of the date of this Agreement, of each material Company Benefit Plan and
specifies whether such plan is a U.S. Plan or an International Plan. A “ Company Benefit Plan ” means any “employee
benefit plan,” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”),
whether or not subject to ERISA, and all other employee compensation and benefit contracts, plans, policies, programs, or arrangements,
and each other change in control, transaction bonus, equity or equity-based compensation, severance, retention, employment, change-of-control,
bonus, incentive, deferred compensation, retirement, pension, profit-sharing, vacation, disability, medical (including any self-insured
arrangement), dental, vision, disability or sick leave benefits, post-retirement benefits (including compensation, pension, health, medical
or insurance benefits), health, welfare, prescription, or other fringe or employee benefit plan, agreement, program, policy, or arrangement
(other than offer letters for at-will employment without an obligation for severance), in each case whether written or unwritten (i) that
is maintained, sponsored, administered, entered into or contributed to (or required to be contributed to) by the Company or any of its
Subsidiaries for the current or future benefit of any current or former Service Provider or (ii) under which the Company or any of
its Subsidiaries has or is reasonably expected to have any direct or indirect obligation or liability. As of the date hereof, neither
the Company nor any of its Subsidiaries has made any written commitment to establish or contribute to any new material Company Benefit
Plan or materially modify any existing Company Benefit Plan.

(b) With respect to each material Company
Benefit Plan, the Company has delivered or made available to TDAC copies of, if applicable, (i) such Company Benefit Plan and any
amendments thereto (or, if oral, a written summary thereof), (ii) any trust or funding agreement related thereto, (iii) the
most recent summary plan description (if applicable), (iv) the most recent annual report on Form 5500 and all attachments thereto
filed with the Internal Revenue Service (if applicable) including all schedules thereto, financial statements and any related actuarial
reports, (v) all material correspondence or other communications received from any Governmental Authority in the last two (2) fiscal
years regarding such Company Benefit Plan, (vi) the most recent determination or opinion letter issued by the Internal Revenue Service,
and (vii) if such Company Benefit Plan is an International Plan, documents that are substantially comparable (taking into account
differences in Applicable Law and practices) to the documents provided in clauses (i) through (vi).

(c) Each Company Benefit Plan has been established,
maintained, and administered in compliance in all material respects with its terms and all Applicable Laws, including ERISA and the Code.
For the fiscal years ended December 31, 2024 and December 31, 2025, all contributions and other payments required by and due
under the terms of each Company Benefit Plan have been timely made in all material respects.

(d) Each Company Benefit Plan that is intended
to be qualified within the meaning of Section 401(a) of the Code (i) has received a favorable determination or opinion
letter as to its qualification, or (ii) has been established under a standardized master and prototype or volume submitter plan for
which a current favorable Internal Revenue Service advisory letter or opinion letter has been obtained by the plan sponsor and is valid
as to the adopting employer. Nothing has occurred to cause, or that could reasonably be expected to cause, the disqualification of any
Company Benefit Plan that is intended to be so qualified. No non-exempt “prohibited transaction,” within the meaning of Section 4975
of the Code or Section 406 or 407 of ERISA, has occurred with respect to any Company Benefit Plan in connection with which the Company
reasonably could be subject to a material tax or penalty.

- 38 -

(e) None of the Company, any of its Subsidiaries,
or any trade or business (whether or not incorporated) that is treated as a “single employer” together with, or under “common
control” or part of a “controlled group” with, any of the foregoing (within the meaning of Section 414(b), (c),
(m), or (o) of the Code) sponsors, maintains, contributes to (or is obligated to contribute to), or has any liability in respect
of, or at any time since January 1, 2024, has sponsored, maintained, contributed to (or was obligated to contribute to), or had any
liability in respect of, (i) an “employee pension benefit plan,” as defined in Section 3(2) of ERISA, including
a “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) or a “single-employer plan” (as defined
in Section 4001(a)(15) of ERISA), that is subject to Title IV of ERISA, Section 412 of the Code, or Section 302 of ERISA,
(ii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iii) a “multiple
employer plan” (as described in Section 210 of ERISA). No Company Benefit Plan provides any post-termination or retiree life
insurance, health insurance, or other employee welfare benefits to any Person, except as may be required by Applicable Law.

(f) There are, and since January 1,
2024, there have been, (i) no pending or, to the knowledge of the Company, written threats of Actions (other than routine claims
for benefits in the Ordinary Course of Business) with respect to any Company Benefit Plan, and (ii) no audits, material inquiries,
or proceedings pending or, to the knowledge of the Company, threatened in writing by any Governmental Authority with respect to any Company
Benefit Plan.

(g) Each International Plan (i) has
been maintained in compliance in all material respects with its terms and Applicable Law, (ii) if intended to qualify for special
tax treatment, meets the requirements for such treatment in all material respects, and (iii) if required, to any extent, to be funded,
book-reserved or secured by an insurance policy, is fully funded, book-reserved or secured by an insurance policy, as applicable, based
on reasonable actuarial assumptions in accordance with applicable accounting principles.

(h) Except as disclosed on Section 5.15(h) of
the Company Disclosure Schedule, neither the execution and delivery of this Agreement by the Company nor the consummation of any of the
transactions contemplated by this Agreement (either alone or in connection with any other event, contingent or otherwise) will (i) result
in any payment or benefit (including notice, severance, golden parachute, bonus, commission, or otherwise) becoming due to any current
or former Service Provider, (ii) result in any forgiveness of Indebtedness to any current or former Service Provider, (iii) increase
any compensation or benefits otherwise payable by the Company or any of its Subsidiaries or under any Company Benefit Plan, (iv) result
in the acceleration of the time of payment or vesting of any compensation or benefits except as required under Section 411(d)(3) of
the Code, or require the funding of any Company Benefit Plan, or (v) result in or satisfy a condition to the payment or vesting of
any compensation or benefit (or any acceleration of the foregoing) that would, in combination with any other such payment, benefit, or
acceleration, result in an “excess parachute payment” within the meaning of Section 280G(b) of the Code.

- 39 -

Section 5.16. Labor Matters .

(a) Section 5.16(a) of the Company
Disclosure Schedule contains a complete and accurate list of all current employees ranking senior manager or above of the Company and
its Subsidiaries as of the date hereof, which includes the following information with respect to each such employee, to the extent disclosure
of such information is not prohibited by Applicable Law: (i) the employee’s name or personal identifier, (ii) the position
held by the employee (and whether part- or full-time), (iii) the employee’s principal location of employment and the name of
the applicable employer entity, (iv) the employee’s date of hire (and service period for the purpose of employee-related entitlements
if not tied to date of hire), and (v) exempt or non-exempt status under the Fair Labor Standards Act (for Company employees located
in the United States). In addition, Section 5.16(a) of the Company Disclosure Schedule separately sets forth, for each individual
independent contractor currently engaged by the Company or any of its Subsidiaries, such contractor’s name and a description of
the nature of his/her services. Ten (10) days prior to the Closing Date, the Company shall provide TDAC with a true, complete and
accurate list with all of the information set forth above updated as of such date.

(b) Neither the Company nor any of its Subsidiaries
is a party to, subject to, or in the process of entering into, any Labor Contract (whether written or unwritten) applicable to current
or former Service Providers, nor are there any Service Providers represented by a works council or a labor organization or activities
or proceedings of any labor union to organize any Service Providers. The consent of or consultation with, or the rendering of formal advice
by, any labor or trade union, works council or other employee representative body is not required for the Company to enter into this Agreement
or to consummate any of the transactions contemplated hereby.

(c) Except as set forth in Section 5.16(c) of
the Company Disclosure Schedule, since January 1, 2024, (i) the Company and each of its Subsidiaries have been in compliance
in all material respects with all Applicable Laws regarding labor and employment, including provisions thereof relating to wages, hours,
collective bargaining, labor management relations, overtime, employee classification, discrimination, sexual harassment, civil rights,
equal opportunity, affirmative action, work authorization, immigration, safety and health, plant closings and mass layoffs, workers compensation,
continuation coverage under group health plans and wage payment, (ii) there have been no pending or, to the knowledge of the Company,
complaints threatened in writing against the Company or its Subsidiaries regarding unfair labor practices before any Governmental Authority,
(iii) there has been no pending or, to the knowledge of the Company, threatened (and the Company does not otherwise reasonably anticipate
any), strike, labor dispute, slowdown, work stoppage or other labor stoppage with respect to the Company or any of its Subsidiaries,
and (iv) neither the Company nor any of its Subsidiaries has incurred any liability or obligation under the Worker Adjustment and
Retraining Notification Act of 1988 or similar Applicable Law that remains unsatisfied.

(d) Since January 1, 2024, (i) no
Service Provider has, to the knowledge of the Company, made allegations of sexual harassment against (A) any current or former executive
officer or director of the Company or its Subsidiaries or (B) any Company employee who, directly or indirectly, supervises at least
ten (10) Service Providers, and (ii) neither the Company nor any of its Subsidiaries has entered into any settlement agreement
related to sexual harassment or sexual misconduct by a Service Provider ranking senior manager or above.

- 40 -

Section 5.17. Taxes .

(a) All income and other material Tax Returns
required to be filed by the Company or any of its Subsidiaries (taking into account applicable extensions) have been timely filed in all
material respects, and all such Tax Returns are true, correct and complete in all material respects.

(b) The Company and its Subsidiaries have
paid all material Taxes (whether or not shown on any Tax Return) that are due and payable by the Company and its Subsidiaries, except
with respect to matters contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made
in accordance with IFRS.

(c) Except for Permitted Liens, there are
no Liens for Taxes upon the property or assets of the Company or any of its Subsidiaries.

(d) Neither the Company nor any of its Subsidiaries
has any liability for a material amount of unpaid Taxes which has not been accrued for or reserved on the Draft Unaudited IFRS Financial
Statements, other than any liability for unpaid Taxes that has been incurred since the end of the most recent fiscal year in connection
with the operation of the business of the Company and its Subsidiaries in the Ordinary Course of Business.

(e) All material amounts of Taxes required
to be withheld by the Company and its Subsidiaries have been withheld and, to the extent required, have been paid over to the appropriate
Governmental Authority.

(f) None of the Company or any of its Subsidiaries
has received from any Governmental Authority any written notice of any threatened, proposed, or assessed deficiency for Taxes of the Company
or any of its Subsidiaries, except for such deficiencies that have been satisfied by payment, settled or withdrawn. No audit or other
proceeding by any Governmental Authority is in progress with respect to any Taxes due from the Company or any of its Subsidiaries, and
neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any such audit or proceeding
is contemplated or pending.

(g) No written claim has been made by any
Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not pay a particular type of Tax or file a
particular type of Tax Return that it is or may be required to file such type of Tax Return or pay such type of Tax in such jurisdiction.

(h) Neither the Company nor any of its Subsidiaries
has a request for a private letter ruling, a request for administrative relief, a request for technical advice or a request for a change
of any method of accounting pending with any Governmental Authority. Neither the Company nor any of its Subsidiaries has extended the
statute of limitations for assessment, collection or other imposition of any material amount of Tax (other than pursuant to an extension
of time to file a Tax Return of not more than seven (7) months obtained in the Ordinary Course of Business), which extension is currently
in effect.

(i) Neither the Company nor any of its Subsidiaries
is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than (i) any
customary commercial Contracts entered into in the Ordinary Course of Business which do not primarily relate to Taxes or (ii) any
such agreement solely among the Company and its Subsidiaries.

- 41 -

(j) Neither the Company nor any of its Subsidiaries
has constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock qualifying
for tax-free treatment under Section 355 of the Code in the prior two (2) years.

(k) Neither the Company nor any of its Subsidiaries
has ever been a member of an Affiliated Group (other than an Affiliated Group the common parent of which is the Company or any of its
Subsidiaries and which consists only of the Company and its Subsidiaries). Neither the Company nor any of its Subsidiaries has liability
for the Taxes of any other Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any
similar provision of Applicable Law), as transferor or successor, by Contract or otherwise (other than pursuant to any customary commercial
Contract entered into in the Ordinary Course of Business which does not principally relate to Taxes).

(l) Neither the Company nor any of its Subsidiaries
will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax
period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period
ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any
corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment
sale or open transaction disposition made on or prior to the Closing; or (iv) any deferred revenue or prepaid amount received on
or prior to the Closing outside the Ordinary Course of Business.

(m) Neither the Company nor any of its Subsidiaries
has any obligation to make any payment described in Section 965(h) of the Code.

(n) Neither the Company nor any of its Subsidiaries
has been a party to any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2).

(o) The Company and its Subsidiaries have
complied in all material respects with the conditions stipulated in each Tax Grant that the Company and its Subsidiaries have utilized.

(p) To the knowledge of the Company, there
are no facts, circumstances or plans that are not specifically contemplated by this Agreement and, either alone or in combination, could
reasonably be expected to prevent the Mergers from qualifying for the Intended Tax Treatment.

(q) Neither the Company nor any of its Subsidiaries
has, or since January 1, 2024, has had, a permanent establishment in any country other than the country of its organization, or is,
or since January 1, 2024, has been, subject to income Tax in a jurisdiction outside the country of its organization, in each case,
where it is required to file a material income Tax Return and does not file such Tax Return.

(r) The Company is in compliance in all material
respects with any applicable transfer pricing laws and regulations.

(s) As of the Closing, Merger Sub 2 will
have timely filed a valid IRS Form 8832 electing to be disregarded as an entity separate from the Company for U.S. federal income
tax purposes effective as of the day of its formation and will not subsequently change such classification. As of the Closing, Merger
Sub 1 will have timely filed a valid IRS Form 8832 electing to be treated as a corporation for U.S. federal income tax purposes effective
as of the day of its formation and will not subsequently change such classification. As of immediately prior to the First Merger Effective
Time and the Second Merger Effective Time, respectively, Merger Sub 1 and Merger Sub 2 shall be direct, wholly owned Subsidiaries of the
Company.

- 42 -

Section 5.18. Insurance . Section 5.18
of the Company Disclosure Schedule sets forth a true, correct and complete list of all material policies of property, fire and casualty,
product liability, workers’ compensation, and other forms of insurance held by, or for the benefit of, the Company or any of its
Subsidiaries as of the date of this Agreement. True, correct and complete copies of such insurance policies, together with all amendments,
modifications, or supplements thereto, have been made available to TDAC. With respect to each such insurance policy: (a) the policy
is legal, valid, binding and enforceable in accordance with its terms and is in full force and effect; (b) neither the Company nor
any of its Subsidiaries is in breach or default (including any such breach or default with respect to the payment of premiums or the giving
of notice), and no event has occurred which, with or without notice or the lapse of time or both, will constitute such a breach or default,
or permit termination or modification, under the policy; (c) no insurer on any such policy has been declared insolvent or placed
in receivership, conservatorship or liquidation; (d) no notice of cancellation, termination, non-renewal, disallowance or reduction
in coverage has been received (or, to the Company’s knowledge, threatened), nor has there been any lapse in coverage since January 1,
2024; and (e) there are no claims by the Company nor any of its Subsidiaries pending under any of the insurance policies as to which
coverage has been denied or disputed by the underwriters of such policies or in respect of which such underwriters have reserved their
rights. Neither the Company nor any of its Subsidiaries has any material self-insurance programs. There is no fact, condition, situation
or set of circumstances (including the consummation of the transactions contemplated hereby) that could reasonably be expected to result
in or be the basis for any material premium increase with respect to, or material alteration of coverage under, any insurance policy.
The insurance policies provide coverage to the Company and its Subsidiaries that are reasonable and appropriate considering the business
of the Company and its Subsidiaries (including the Contracts to which they are bound).

Section 5.19. Real Property; Assets .

(a) Neither the Company nor any of its Subsidiaries
owns or has owned any real property. Section 5.19(a) of the Company Disclosure Schedule (i) correctly describes, as of
the date hereof, all real property that the Company and its Subsidiaries lease, sublease, use, license or operate and (ii) contains
a complete and accurate list of Leased Real Property. The Leased Real Property constitutes all of the real property occupied or operated
by the Company and its Subsidiaries in connection with their business.

(b) Each lease related to the Leased Real
Property to which the Company or any of its Subsidiaries is a party is a legal, valid, binding and enforceable obligation of each of the
parties thereto and is in full force and effect. The Company and its Subsidiaries has valid leasehold interests in, and enjoy undisturbed
possession of, all Leased Real Property. Neither the Company nor any of its Subsidiaries is in material breach or material default under
any such lease, and no condition exists which (with or without notice or lapse of time or both) would constitute a default by the Company
or any of its Subsidiaries thereunder or, to the knowledge of the Company, by the other parties thereto.

(c) Neither the Company nor any of its Subsidiaries
have subleased or otherwise granted any Person the right to use or occupy any Leased Real Property, which is still in effect. Neither
the Company nor any of its Subsidiaries have mortgaged, deeded in trust, collaterally assigned or granted any other security interest
in the Leased Real Property or any interest therein, which is still in effect. Except for Permitted Liens, there exist no Liens affecting
all or any portion of the Leased Real Property created by, through or under the Company or any of its Subsidiaries.

- 43 -

(d) There are no pending or, to the knowledge
of the Company, threatened (i) Actions or other proceedings to take all or any portion of the Leased Real Property or any interests
therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or (ii) sales or dispositions
in relation to any such Action or proceeding. There is no purchase option, right of first refusal, first option or other similar right
held by the Company or any of its Subsidiaries with respect to, or any real estate, building or other improvement affected by, any portion
of the Leased Real Property.

(e) The Company and its Subsidiaries have
good title to, or in the case of leased properties and assets, have valid leasehold interests in, all of the property and assets (whether
personal, tangible or intangible) reflected on the Draft Unaudited I

### EX-10.1 - EXHIBIT 10.1
EX-10.1
3
tm2615602d1_ex10-1.htm
EXHIBIT 10.1

Exhibit 10.1

SPONSOR LETTER AGREEMENT

This SPONSOR LETTER AGREEMENT (this “ Agreement ”)
is made and entered into as of May 27, 2026, by and among Prologium Holding Inc., a Cayman Islands exempted company with
limited liability (the “ Company ”), Translational Development Acquisition Corp., a Cayman Islands exempted company
with limited liability (“ TDAC ”), and TDAC Partners LLC, a Delaware limited liability company (“ Sponsor ”).

WHEREAS , capitalized
terms used but not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the
“ Business Combination Agreement ”) entered into as of May 27, 2026, by and among the Company, PLG Merger Sub
1, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the Company (“ Merger Sub
1 ”), PLG Merger Sub 2, a Cayman Islands exempted company with limited liability and a wholly-owned direct Subsidiary of the
Company (“ Merger Sub 2 ”), and TDAC, pursuant to which, among other things, (a) Merger Sub 1 will merge with and
into TDAC, whereupon the separate corporate existence of Merger Sub 1 will cease, and TDAC will be the surviving company and continue
its existence under the Cayman Islands Companies Act as a wholly-owned Subsidiary of the Company (the “ First Merger ”),
and (b) immediately after the consummation of the First Merger, TDAC (as the surviving company of the First Merger) will merge with
and into Merger Sub 2, whereupon the separate corporate existence of TDAC will cease, and Merger Sub 2 will be the surviving company
and continue its existence under the Cayman Islands Companies Act as a wholly-owned Subsidiary of the Company (the “ Second Merger ”
and, together with the First Merger, the “ Mergers ”);

WHEREAS , Sponsor
is, as of the date of this Agreement, the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) and sole legal
owner of (a) 4,657,500 TDAC Class B Ordinary Shares and (b) 4,850,000 TDAC Warrants exercisable for 4,850,000 TDAC Class A
Ordinary Shares (all such securities set forth in clauses (a) and (b), being collectively referred to herein as the “ Owned
Securities ”; and the Owned Securities and any other TDAC Ordinary Shares (or any securities convertible into or exercisable
or exchangeable for TDAC Ordinary Shares) acquired by Sponsor after the date of this Agreement and during the term of this Agreement,
being collectively referred to herein as the “ Subject Securities ”); and

WHEREAS , as a
condition to their willingness to enter into the Business Combination Agreement, the Company and TDAC have requested that Sponsor enter
into this Agreement.

NOW , THEREFORE ,
in consideration of the premises set forth above, which are incorporated into this Agreement as if fully set forth below, and intending
to be legally bound hereby, the parties hereto agree as follows:

Article 1

Representations and Warranties of Sponsor

Sponsor hereby represents and warrants to the
Company and TDAC as follows:

Section 1.01.          Corporate
Organization . Sponsor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is
incorporated, formed, organized or constituted, and has the requisite corporate power and authority to own, lease or operate its assets
and properties and to conduct its business as it is now being conducted. Sponsor is duly licensed or qualified and in good standing (where
such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities
is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually
or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of Sponsor to consummate
the transactions contemplated hereby.

1

Section 1.02.          Due
Authorization . Sponsor has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby are within the Sponsor’s corporate, limited liability company or organizational powers
and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of the Sponsor.
This Agreement has been duly and validly executed and delivered by the Sponsor and, assuming due and valid authorization, execution and
delivery by each other party hereto, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against
the Sponsor in accordance with its terms hereof (except as enforceability may be limited by bankruptcy laws, other similar laws affecting
creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority
to enter into this Agreement on behalf of the Sponsor.

Section 1.03.          Governmental
Authorities; Consents . Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of Sponsor is required to be obtained or made in connection
with the execution, delivery or performance by Sponsor of this Agreement or the consummation by Sponsor of the transactions contemplated
hereby, other than (a) applicable requirements, if any, of the Securities Act, the Exchange Act, and/or any state “blue sky”
securities laws, and the rules and regulations thereunder and (b) where the failure to obtain or make such consents or to make
such filings or notifications would not prevent, impede or, in any material respect, delay or adversely affect the performance by Sponsor
of its obligations under this Agreement.

Section 1.04.          No-Conflict .
The execution, delivery and performance by Sponsor of this Agreement do not and will not (a) contravene or conflict with or violate
any provision of, or result in the breach of the organizational documents of Sponsor, (b) contravene or conflict with or result
in a violation of any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to Sponsor or any of its
properties or assets, (c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute
a default under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration
or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which Sponsor
is a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of Sponsor, except in the
case of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect
the performance by Sponsor of its obligations under this Agreement.

Section 1.05.          Owned
Securities . As of the date hereof, Sponsor is the beneficial and sole legal owner of the Owned Securities, and all such Owned Securities
are owned by Sponsor free and clear of all Liens, other than Liens pursuant to (i) this Agreement, (ii) the Business Combination
Agreement, (iii) the Ancillary Agreements, (iv) the TDAC Governing Document, and (v) the letter agreement, dated as of
December 23, 2024, among TDAC, Sponsor and certain officers and directors of TDAC (the “ Letter Agreement ”), or
(vi) any applicable securities laws. As of the date hereof, (a) the Owned Securities are the only equity securities in TDAC
owned by the Sponsor, and (b) Sponsor has the sole right to vote the Owned Securities, and none of the Owned Securities is subject
to any proxy, voting trust or other agreement, arrangement or restriction with respect to the voting of the Owned Securities, except
as provided hereunder and under the Letter Agreement. Other than TDAC Warrants, the Sponsor does not hold or own any rights to acquire
(directly or indirectly) any equity securities of TDAC or any equity securities convertible into, or which
can be exchanged for, equity securities of TDAC.

2

Section 1.06.          Acknowledgement .
Sponsor understands and acknowledges that each of the Company and TDAC is entering into the Business Combination Agreement in reliance
upon Sponsor’s execution and delivery of this Agreement. Sponsor has received a copy of the Business Combination Agreement and
is familiar with the provisions of the Business Combination Agreement.

Section 1.07.          Absence
of Litigation . With respect to Sponsor, as of the date hereto, there is no action, suit, investigation or proceeding pending against,
or, to the knowledge of Sponsor, threatened against, Sponsor or any of Sponsor’s properties or assets (including Sponsor’s
Owned Securities) that could reasonably be expected to prevent, delay or impair the ability of Sponsor to perform its obligations hereunder
or to consummate the transactions contemplated hereby.

Section 1.08.          Repeat
of Certain Representations and Warranties . On each date after the date of this Agreement when Sponsor acquires the Subject Securities
other than the Owned Securities, the representations and warranties contained in Section 1.05 and Section 1.07 shall be repeated
with respect to the Subject Securities as of such later date.

Article 2

Representations and Warranties of TDAC

TDAC hereby represents and warrants to Sponsor
and the Company as follows:

Section 2.01.       Corporate
Organization . TDAC is an exempted company duly incorporated, is validly existing and is in good standing under the laws of the Cayman
Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct its business
as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept is applicable) as a foreign
entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require it to be
so licensed or qualified, except where failure to be so licensed or qualified would not, individually or in the aggregate, reasonably
be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions contemplated hereby.

Section 2.02.       Due
Authorization . TDAC has all requisite corporate power and authority to execute and deliver this Agreement, (subject to the consents,
approvals, authorizations and other requirements described in Section 6.02 or Section 6.03 of the Business Combination Agreement)
to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by
the board of directors of TDAC and no other corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement
or TDAC’s performance hereunder (except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This
Agreement has been duly and validly executed and delivered by TDAC and, assuming due and valid authorization, execution and delivery
by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance
with its terms, subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding
in equity or at law (the “ Enforceability Exceptions ”).

Section 2.03.       No-Conflict .
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Business
Combination Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement
and the consummation of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate
any provision of, or result in the breach of the TDAC Governing Document, (b) contravene or conflict with or result in a violation
of any provision of any Applicable Law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under,
or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under,
accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which TDAC is a party, or (d) result
in the creation or imposition of any Lien upon any of the properties or assets of TDAC (including the Trust Account), except in the case
of each of clauses (b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the
performance by TDAC of its obligations under this Agreement.

3

Article 3

Representations and Warranties of the Company

The Company hereby represents and warrants to
Sponsor and TDAC as follows:

Section 3.01.          Corporate
Organization . The Company is an exempted company duly incorporated, is validly existing and is in good standing under the laws of
the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties and to conduct
its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such concept is applicable)
as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is such as to require
it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually or in the aggregate,
have a Company Material Adverse Effect.

Section 3.02.          Due
Authorization . The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Section 5.02 or Section 5.03 of the Business Combination
Agreement) to perform all obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized
and approved by the board of directors of the Company (the “ Company Board ”) and other than the consents, approvals,
authorizations and other requirements described in Section 5.02 or Section 5.03 of the Business Combination Agreement, no other
corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder.
This Agreement has been duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and
delivery by each other party hereto, this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable against
the Company in accordance with its terms, subject to the Enforceability Exceptions.

Section 3.03.          No-Conflict .
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Business
Combination Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of
the transactions contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have
not been duly waived under, the memorandum and articles of association or other organizational documents of the Company or any of its
Subsidiaries, (b) contravene or conflict with or constitute a violation of any provision of any Applicable Law, Permit or Governmental
Order binding upon or applicable to the Company or any of its Subsidiaries or any of their respective assets or properties, (c) violate,
conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the
termination or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the
performance required by, any of the terms, conditions or provisions of any Significant Contract or (d) result in the creation or imposition
of any Lien on any asset, property or Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except
in the case of clauses (b) through (d) above as would not reasonably be expected to have, individually or in the aggregate,
a Company Material Adverse Effect.

4

Article 4

Agreement to Vote; Certain Other Covenants of Sponsor

Section 4.01.          Agreement
to Vote . At any meeting of TDAC Shareholders prior to the termination of this provision pursuant to Section 4.07, however called,
or at any adjournment thereof, or in any circumstance in which the vote, consent or other approval of the shareholders of TDAC is sought,
Sponsor shall (a) if a meeting is held, appear at such meeting or otherwise cause the Subject Securities to be counted as present
at such meeting for purposes of establishing a quorum, and (b) vote or cause to be voted (including by class vote and/or written
consent, if applicable) the Subject Securities (i) in favor of each Transaction Proposal, (ii) against any proposal relating
to an Acquisition Transaction, (iii) against any proposal, action or agreement that would impede, frustrate, prevent or nullify
the consummation of the Mergers and the other transactions contemplated by the Business Combination Agreement, (iv) for the approval
of an extension of the deadline for TDAC to consummate the Mergers and the other transactions contemplated by the Business Combination
Agreement, or any adjournment thereof (“ Extension Proposal ”), and (v) each of the proposals and any other matters
necessary or reasonably requested by TDAC for consummation of the Mergers and the other transactions contemplated by the Business Combination
Agreement.

Section 4.02.           No
Transfer . From the date of this Agreement until the date of termination of this Agreement, Sponsor shall not, directly or
indirectly, (a) (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or
warrant to purchase or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or
increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with respect to any Subject Share,
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any Subject Securities, whether any such transaction is to be settled by delivery of such securities, in cash or
otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the
actions specified in clauses (i) to (iii), collectively, “ Transfer ”), other than pursuant to the First
Merger, (b) grant any proxies or powers of attorney or enter into any voting arrangement, whether by proxy, voting agreement,
voting trust, voting deed or otherwise (including pursuant to any loan of Subject Securities), or enter into any other agreement,
with respect to any Subject Securities, in each case, other than as set forth in the Business Combination Agreement, the Ancillary
Agreements or the voting and other arrangements under the TDAC Governing Document, (c) take any action that would reasonably be
expected to make any representation or warranty of Sponsor herein untrue or incorrect, or would reasonably be expected to have the
effect of preventing or disabling Sponsor from performing its obligations hereunder, or (d) commit or agree to take any of the
foregoing actions. Notwithstanding the foregoing, Sponsor may make Transfers of the Subject Securities (A) pursuant to this
Agreement, (B) upon the consent of the Company and TDAC, (C) between Sponsor and any of its Affiliates and any of
Sponsor’s and its Affiliates’ respective executive officers and directors, and (D) by virtue of Sponsor’s
organizational documents upon liquidation, dissolution or distribution, provided that in each case of clauses
(A) through (D), such transferee shall enter into a written agreement, in form and substance reasonably satisfactory to the
Company and TDAC, agreeing to be bound by this Agreement to the same extent as Sponsor has been with respect to such transferred
Subject Securities. Any action attempted to be taken in violation of this Section 4.02 will be null and void. Sponsor agrees
with, and covenants to, the Company and TDAC that Sponsor shall not request TDAC to register the Transfer (by book-entry or
otherwise) of any certificated or uncertificated interest representing any of the Subject Securities, unless the Transfer is
permitted by this Section 4.02.

5

Section 4.03.          Waiver
of Dissenters’ Rights . Sponsor hereby irrevocably waives, and agrees not to exercise or assert, any dissenters’ rights
under Section 238 of the Cayman Islands Companies Act and any other similar statute in connection with the Mergers and the Business
Combination Agreement.

Section 4.04.          No
Redemption . Sponsor irrevocably and unconditionally agrees that, from the date hereof and until the termination of this Agreement,
Sponsor shall not elect to cause TDAC to redeem any Subject Securities now or at any time legally or beneficially owned by Sponsor, or
submit or surrender any of its Subject Securities for redemption, in connection with the transactions contemplated by the Business Combination
Agreement or the Extension Proposal.

Section 4.05.          New
Shares . In the event that prior to the consummation of the Mergers (the “ Closing ”; and the date on which the Closing
actually occurs, the “ Closing Date ”) (a) any TDAC Ordinary Shares or other securities of TDAC are issued or otherwise
issued to Sponsor, including, without limitation, pursuant to any share dividend or distribution, or any change in any of the TDAC Ordinary
Shares or other share capital of TDAC by reason of any share subdivision, recapitalization, consolidation, exchange of shares or the
like, (b) Sponsor acquires legal or beneficial ownership of any TDAC Ordinary Shares after the date of this Agreement, including
upon exercise of options, settlement of restricted share units or capitalization of working capital loans, or (c) Sponsor acquires
the right to vote or share in the voting of any TDAC Ordinary Share after the date of this Agreement (collectively, the “ New
Securities ”), the term “Subject Securities” for the purposes of this Agreement shall be deemed to refer to and
include such New Securities (including all such share dividends and distributions and any securities into which or for which any or all
of the Subject Securities may be changed or exchanged into).

Section 4.06.          Letter
Agreement . Each of Sponsor and TDAC hereby agrees that (a) from the date hereof until the termination of this Agreement, none
of them shall, or shall agree to, amend, modify or vary the Letter Agreement, except in connection with the transactions contemplated
by the Business Combination Agreement; and (b) the Lock-Up Restrictions (as defined below) shall supersede the lock-up provisions
contained in the Letter Agreement.

Section 4.07.          Termination .
This Agreement shall terminate upon the earlier of:

(a)            the
Closing, provided , however , that upon such termination, (i) Section 4.03, this Section 4.07, Section 4.08, Section 5.02,
Section 5.05, Section 5.06 and Section 5.07 shall survive indefinitely; and (ii) Section 4.12 and Section 5.01 shall
survive until the date on which none of the Company, Sponsor or any holder of a Locked-Up Share has any rights or obligations hereunder;
and

(b)            the
termination of the Business Combination Agreement in accordance with its terms, and upon such termination, no party shall have any liability
hereunder other than for its willful and material breach of this Agreement prior to such termination.

Section 4.08.       Additional
Matters . Sponsor shall, from time to time, (i) execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as the Company or TDAC may reasonably request for the purpose of effectively consummating
the transactions contemplated by this Agreement, the Business Combination Agreement and the Ancillary Agreements and (ii) refrain
from exercising any veto right, consent right or similar right (whether under the TDAC Governing Document or the Cayman Islands Companies
Act) which would prevent, impede or, in any material respect, delay or adversely affect the consummation of the Mergers or any other transaction contemplated
by this Agreement, the Business Combination Agreement and the Ancillary Agreements.

6

Section 4.09.         Waiver
of Anti-Dilution Protection and Adjustment of Share Number. Subject to, and conditioned upon the subsequent occurrence of the Closing
and effective as of immediately prior to the effective time of the First Merger (the “ First Merger Effective Time ”),
Sponsor, in its capacity as the holder of at least a majority of the TDAC Class B Ordinary Shares in issue, hereby waives, and agrees
not to exercise, assert or claim, to the fullest extent permitted by Applicable Law, any adjustment to the conversion ratio set forth
in Article 17.3 of the TDAC Governing Document with respect to the TDAC Class B Ordinary Shares, solely in connection with
the transactions contemplated by the Business Combination Agreement.

Section 4.10.          Confidentiality .
Sponsor shall be bound by and comply with Section 9.09 ( No Shop ), Section 12.10 ( Confidentiality ) and
Section 12.13 ( Publicity ) of the Business Combination Agreement (and any relevant definitions contained in any
such sections) as if (a) Sponsor was an original signatory to the Business Combination Agreement with respect to such provisions,
and (b) each reference to the “TDAC” contained in Section 9.09, Section 12.10 and Section 12.13 of
the Business Combination Agreement also referred to Sponsor.

Section 4.11.          Consent
to Disclosure . Sponsor consents to and authorizes the Company or TDAC, as applicable, to publish and disclose in all documents and
schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release or other disclosure
document that the Company or TDAC, as applicable, reasonably determines to be necessary or advisable in connection with the Mergers or
any other transactions contemplated by the Business Combination Agreement or this Agreement, Sponsor’s identity and ownership of
the Subject Securities, the existence of this Agreement and the nature of Sponsor’s commitments and obligations under this Agreement,
and Sponsor acknowledges that the Company or TDAC may, in their sole discretion, file this Agreement or a form hereof with the SEC or
applicable securities exchange. Sponsor agrees to promptly give the Company or TDAC, as applicable, any information that is in its possession
that the Company or TDAC, as applicable, may reasonably request for the preparation of any such disclosure documents, and Sponsor agrees
to promptly notify the Company and TDAC of any required corrections with respect to any written information supplied by it specifically
for use in any such disclosure document, if and to the extent that Sponsor shall become aware that any such information shall have become
false or misleading in any material respect.

Section 4.12.         Lock-Up
Provisions.

(a)            Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), Sponsor agrees not to, without the prior
written consent of the Company Board (which must include the consent of at least three (3) directors designated by the Company),
Transfer any Locked-Up Shares (as defined below) held by it. The foregoing limitations shall remain in full force and effect for a period
of twelve (12) months from and after the Closing (such period, the “ Lock-Up Period ”) with respect to all the
Locked-Up Shares. For purpose of this Section 4.12, “ Locked-Up Shares ” means (i) any Company Class A
Ordinary Shares held by Sponsor immediately after the First Merger Effective Time and (ii) any Company Warrants held by Sponsor
immediately after the First Merger Effective Time and any Company Class A Ordinary Shares acquired by Sponsor upon the conversion,
exercise or exchange of such Company Warrants.

(b)            The
restrictions set forth in Section 4.12(a) (the “ Lock-Up Restrictions ”) shall not apply to:

(i)             Transfers
to (a) the Sponsor’s officers or directors or any affiliate (as defined below) or immediate family (as defined below) of any
of the Sponsor’s officers or directors, (b) any shareholder, partner or member of the Sponsor
or their affiliates, (c) any affiliate of the Sponsor, or (d) any employees of the Sponsor or of its affiliates;

7

(ii)            Transfers
by virtue of the laws of the state of the Sponsor’s organization and the entity’s organizational documents upon dissolution
of the Sponsor;

(iii)           pledges
of any Locked-Up Shares to a financial institution that create a mere security interest in such Locked-Up Shares pursuant to a bona fide
loan or indebtedness transaction so long as Sponsor continues to control the exercise of the voting rights of such pledged Locked-Up
Shares as well as any foreclosures on such pledged Locked-Up Shares;

(iv)           transactions
relating to Company Class A Ordinary Shares or other securities convertible into or exercisable or exchangeable for Company Class A
Ordinary Shares acquired in open market transactions after the Closing, provided that no such transaction is required to be, or
is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required filing on Schedule 13F, 13G or 13G/A)
during the applicable Lock-Up Period;

(v)            the
establishment of a trading plan that meets the requirements of Rule 10b5-1(c) under the Exchange Act (a “ Trading Plan ”); provided , however ,
that no sales of Locked-Up Shares shall be made by Sponsor pursuant to such Trading Plan during the applicable Lock-Up Period and
no public announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up Period;

(vi)           Transfers
made in connection with a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s
shareholders having the right to exchange their Company Ordinary Shares for cash, securities or other property subsequent to the Closing
Date; and

(vii)          transactions
to satisfy any U.S. federal, state, or local income tax obligations of Sponsor (or its direct or indirect owners) arising from a change
in the U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), a change in or promulgation of new U.S. Treasury
Regulations, or promulgation of any judicial or administrative guidance, in each case, after the date on which the Business Combination
Agreement was executed by the parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization”
pursuant to Section 368 of the Code, in each case, solely to the extent necessary to cover any tax liability as a result of the
transaction;

provided, however ,
that in the case of clauses (i) through (iii), these permitted transferees must enter into a written agreement, in substantially
the form of this Agreement, agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement.
For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal
descendant (including by adoption), father, mother, brother or sister of an individual; and “affiliate” shall have the meaning
set forth in Rule 405 under the Securities Act of 1933, as amended.

(c)            For
the avoidance of doubt, Sponsor shall retain all of its rights as a shareholder of the Company during the Lock-Up Period, including the
right to vote any Locked-Up Shares or receive any dividends or distributions thereon.

(d)            In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares,
are hereby authorized to decline to make any Transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up
Restrictions.

8

Section 4.13.      No
Inconsistent Agreement. The Sponsor hereby represents and covenants that the Sponsor has not entered into, and shall not enter into,
any agreement that would restrict, limit or interfere with the performance of the Sponsor’s obligations hereunder.

Article 5

General Provisions

Section 5.01.      The
Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer
instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up
Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “ Free Share ”),
and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated
under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Class A Ordinary Shares or so that the Free Shares
are in a like position. Notwithstanding Section 5.06, any holder of a Locked-Up Share is an express third-party beneficiary of this Section 5.01 and
entitled to enforce specifically the obligations of the Company set forth in this Section 5.01 directly against the Company.

Section 5.02.       Notice .
All notices and other communications among the parties hereunder shall be in writing and shall be deemed duly given (a) when delivered
in person, (b) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service or (d) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day), to the Company and TDAC in accordance
with Section 12.03 of the Business Combination Agreement and to Sponsor at the address set forth below (or at such other address
for a party as shall be specified by like notice):

TDAC Partners LLC

52 E. 83rd Street,

New York, New York 10028

Attn:      Michael B. Hoffman

Email:      michael@stonecappartners.com

with a copy (which shall not constitute
notice) to:

Venable LLP

151 W. 42 nd St.

New York, NY 10036

Attention:       William N. Haddad

Email:               williamnhaddad@venable.com

Section 5.03.       Entire
Agreement; Amendment . This Agreement constitutes the entire agreement and understanding between the parties hereto relating to the
subject matter hereof and the transactions contemplated hereby and supersedes any other agreements and understandings, whether written
or oral, that may have been made or entered into by or between the parties hereto relating to the subject matter hereof or the transactions
contemplated hereby. This Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as
to any particular provision, except by a written instrument executed by all parties hereto.

Section 5.04.       Assignment .
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except
that, for the avoidance of doubt, in connection with a Transfer of any Subject Securities or Locked-Up Shares in accordance with the
terms of this Agreement, transferee to whom such Subject Securities or Locked-up Shares (as applicable) are transferred shall thenceforth
be entitled to all the rights and be subject to all the obligations under this Agreement; provided , that no such assignment
shall relieve the assigning party of its obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and permitted assigns. Any attempted assignment in violation of
the terms of this Section 5.04 shall be null and void, ab initio . For the avoidance of doubt, no Transfer of Subject
Securities, Locked-Up Shares or Free Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations
hereunder.

9

Section 5.05.       Rights
of Third Parties . The parties hereto hereby agree that their respective representations and warranties set forth herein are solely
for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or
implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right
or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness
of the representations and warranties set forth herein.

Section 5.06.       Governing
Law . This Agreement, and all Actions based upon, arising out of, or related to this Agreement or the transactions contemplated hereby,
shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction.
Subject to ‎‎ Section 12.08 of the
Business Combination Agreement, any Action based upon, arising out of or related to this Agreement or the transactions contemplated hereby
shall be settled by arbitration to be held in Hong Kong, which shall be administered by the Hong Kong International Arbitration Centre
(the “ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement
of the arbitration. There shall be three (3) arbitrators, among which one (1) shall be appointed by TDAC, one (1) appointed
by the Company and one (1) appointed by the Secretary General of the HKIAC. The arbitration shall be conducted in English. The award
of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing party may apply to a court of competent
jurisdiction for enforcement of such award.

Section 5.07.       Enforcement .
The parties agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur
in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing to take such
actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise breach such
provisions. The parties acknowledge and agree that (a) the parties shall be entitled to an injunction, specific performance, or
other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without proof
of damages, prior to the valid termination of this Agreement in accordance with Section 4.07, this being in addition to any
other remedy to which they are entitled under this Agreement, and (b) the right of specific enforcement is an integral part of the
transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement. Each
party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at law
or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and agree
that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this
Agreement in accordance with this Section 5.07 shall not be required to provide any bond or other security in connection
with any such injunction.

Section 5.08.       Counterparts .
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which
shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel for the other parties of a counterpart executed by a party
shall be deemed to meet the requirements of the previous sentence.

[ Signature Pages Follow ]

10

IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof.

|
PROLOGIUM
HOLDING INC. |

|
|

|
By: |
/s/ Yang, Szu-Nan |

|
|
Name: |
Yang, Szu-Nan |

|
|
Title: |
Chief Executive Officer |

[ Signature Page to Sponsor Letter Agreement ]

IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof.

|
TRANSLATIONAL
DEVELOPMENT ACQUISITION CORP. |

|
|

|
By: |
/s/ Michael B. Hoffman |

|
|
Name: Michael
B. Hoffman
|

|
|
Title: Chief Executive Officer |

[ Signature Page to Sponsor Letter Agreement ]

IN WITNESS WHEREOF, the parties hereto have hereunto
caused this Agreement to be duly executed as of the date hereof.

|
TDAC PARTNERS
LLC |

|
|

|
By: |
/s/ Michael B. Hoffman |

|
|
Name: Michael B. Hoffman |

|
|
Title: Managing Member |

[ Signature Page to Sponsor Letter Agreement ]

### EX-10.2 - EXHIBIT 10.2
EX-10.2
4
tm2615602d1_ex10-2.htm
EXHIBIT 10.2

Exhibit 10.2

VOTING AGREEMENT

This VOTING AGREEMENT (this “ Agreement ”) is made
and entered into as of May 27, 2026, by and among Prologium Holding Inc., an exempted company with limited liability incorporated
under the laws of the Cayman Islands (the “ Company ”), Translational Development Acquisition Corp., an exempted company
with limited liability incorporated under the laws of the Cayman Islands (“ TDAC ”), and the persons listed on Schedule
A hereto (each, a “ Company Shareholder ” and collectively, the “ Company Shareholders ”).

WHEREAS , capitalized terms used but not otherwise defined in
this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the “ Merger Agreement ”)
entered into by and among the Company, PLG Merger Sub 1, an exempted company with limited liability incorporated under the laws of Cayman
Islands and a wholly-owned subsidiary of the Company (“ Merger Sub 1 ”), PLG Merger Sub 2, an exempted company with
limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“ Merger Sub 2 ”),
and TDAC, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into TDAC, with TDAC surviving the First Merger
as a wholly owned subsidiary of the Company (the “ First Merger ”), and (ii) TDAC will merge with and into Merger
Sub 2, with Merger Sub 2 surviving the Second Merger as a wholly owned subsidiary of the Company (the “ Second Merger ”
and together with the First Merger, the “ Mergers ”).

WHEREAS , each Company Shareholder is, as of the date of this
Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization Company Shares, set forth opposite such Company
Shareholder’s name on Schedule A hereto (such Pre-Recapitalization Company Shares, together with any other Pre-Recapitalization
Company Shares acquired by such Company Shareholder after the date of this Agreement and during the term of this Agreement, being collectively
referred to herein as the “ Subject Shares ”).

WHEREAS , as a condition to their willingness to enter into
the Merger Agreement, the Company and TDAC have requested that each of the Company Shareholders enter into this Agreement.

NOW , THEREFORE , in consideration of the premises set
forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties
hereto agree as follows:

Article I

Representations and Warranties of the Company Shareholders

Each Company Shareholder severally and not jointly hereby represents
and warrants to the Company and TDAC during the period starting from the date hereof until the earlier of (1) the Closing and (2) the
termination of the Merger Agreement in accordance with its terms (the “ Exclusivity Period ”) as follows:

1.1            Corporate
Organization . Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its
jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and
in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or
the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of
such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company
Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations
hereunder.

1.2            Due
Authorization . Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement,
to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery
and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized
and no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement or
such Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such
Company Shareholder and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal,
valid and binding obligation of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms,
subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or
relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such
enforceability is considered in a proceeding in equity or at law. If this Agreement is being executed in a representative or
fiduciary capacity, the person signing this Agreement has full power and authority to enter into this Agreement on behalf of such
Company Shareholder.

1.3            Governmental
Authorities; Consents . Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained
or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by
such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where
the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect,
delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.

1.4            No-Conflict .
The execution, delivery and performance by such Company Shareholder of this Agreement do not and will not (a) if such Company Shareholder
is not an individual, contravene or conflict with or violate any provision of, or result in the breach of the organizational documents
of such Company Shareholder, (b) contravene or conflict with or result in a violation of any provision of any law, Permit or Governmental
Order binding upon or applicable to such Company Shareholder or any of its properties or assets, (c) violate, conflict with, result
in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration
of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any
of the terms, conditions or provisions of any Contract to which such Company Shareholder is a party, or (d) result in the creation
or imposition of any Lien upon any of the properties or assets of such Company Shareholder, except in the case of each of clauses (b) through
(d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by such Company Shareholder
of its obligations under this Agreement.

1.5            Subject
Shares . As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of its Subject Shares, and all such
Subject Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant
to this Agreement, the Ancillary Agreements, the organizational documents of the Company, the agreements set forth on Schedule B (the
“ Investment Agreements ”), any applicable securities laws or that would not, individually or in the aggregate, reasonably
be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the
consummation of the Mergers. Such Company Shareholder does not legally own any Equity Securities of the Company other than the Subject
Shares. Such Company Shareholder has the sole right to vote the Subject Shares, and none of the Subject Shares is subject to any voting
trust or other agreement, arrangement or restriction with respect to the voting of the Subject Shares, except as contemplated by (i) this
Agreement, (ii) the Ancillary Agreements, (iii) the organizational documents of the Company, (iv) the Investment Agreements,
(v) any applicable securities laws or (vi) that would not, individually or in the aggregate, reasonably be expected to prevent,
delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers.

1.6            Acknowledgement .
Such Company Shareholder understands and acknowledges that each of the Company and TDAC is entering into the Merger Agreement in reliance
upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy of the Merger
Agreement and is familiar with the provisions of the Merger Agreement.

1.7            Absence
of Litigation . With respect to such Company Shareholder, as of the date hereof, there is no action, suit, investigation or
proceeding pending against, or, to the knowledge of such Company Shareholder, threatened against, such Company Shareholder or any of
such Company Shareholder’s properties or assets (including such Company Shareholder’s Subject Shares) that could
reasonably be expected to prevent, materially delay or materially impair the ability of such Company Shareholder to perform its
obligations hereunder or to consummate the transactions contemplated hereby.

- 2 -

1.8            Additional
Representations and Warranties of Individual Company Shareholder . Each Company Shareholder who is an individual severally and not
jointly hereby represents and warrants to the Company and TDAC that

(a)           such
Company Shareholder is not a minor, and is of full age and sound mind.

(b)           such
Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating
the risks of the transactions contemplated by the Merger Agreement and the Ancillary Agreements; and (ii) has been given a copy
of the Merger Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the Mergers, including the basis and
purpose of each of the Merger Agreement and the Ancillary Agreements to which he or she is a party and the transactions contemplated
thereby and the roles of each of the respective parties thereto, and based on such information as the Company deems appropriate, made
its own analysis and decision to enter this Agreement.

Article II

Representations and Warranties of TDAC

TDAC hereby represents and warrants to each Company Shareholder and
the Company during the Exclusivity Period as follows:

2.1            Corporate
Organization . TDAC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under
the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is
such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or
in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions
contemplated hereby.

2.2            Due
Authorization . TDAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of TDAC and no other
corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement or TDAC’s performance hereunder
(except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly
executed and delivered by TDAC and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a
legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally
and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity
or at law.

2.3            No-Conflict .
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Sections 6.03 of the Merger
Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement and the
consummation of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate any
provision of, or result in the breach of the TDAC Governing Documents, (b) contravene or conflict with or result in a violation
of any provision of any law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets,
(c) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default
under, or result in the termination or acceleration of, or a right of termination, cancellation, modification, acceleration or
amendment under, accelerate the performance required by, any of the terms, conditions or provisions of any Contract to which TDAC is
a party, or (d) result in the creation or imposition of any Lien upon any of the properties or assets of TDAC (including the
Trust Account), except in the case of each of clauses (b) through (d) that would not prevent, impede or, in any material
respect, delay or adversely affect the performance by TDAC of its obligations under this Agreement.

- 3 -

Article III

Representations and Warranties of the Company

The Company hereby represents and warrants to each Company Shareholder
and TDAC during the Exclusivity Period as follows:

3.1            Corporate
Organization . The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing
under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such
concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities
is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.2            Due
Authorization . The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Sections 5.02 and 5.03 of the Merger Agreement) to perform all
obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board and other
than the consents, approvals, authorizations and other requirements described in Sections 5.02 or 5.03 of the Merger Agreement, no other
corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder
(except that the Company Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly
executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto, this
Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’
rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding
in equity or at law.

3.3            No-Conflict .
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Merger
Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have not been duly
waived under, the organizational documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute
a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries
or any of their respective assets or properties or (c) result in the creation or imposition of any Lien on any asset, property or
Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except in the case of clauses (b) through
(c) above as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

- 4 -

Article IV

Agreement to Vote

Each Company Shareholder covenants and agrees during the Exclusivity
Period:

4.1            Agreement
to Vote . At any meeting of shareholders of the Company called to seek the Company Shareholder Approval, including any
Extraordinary General Meeting of the Company, or at any adjournment thereof, or in connection with any written consent of
shareholders of the Company or in any other circumstances upon which a vote, consent or other approval with respect to the Mergers,
such Company Shareholder shall (i) vote or cause to be voted (including by class vote and/or written consent, if applicable)
the Subject Shares in favor of granting the Company Shareholder Approval or, if there are insufficient votes in favor of granting
the Company Shareholder Approval, in favor of the adjournment of such meeting of shareholders of the Company to a later date, and
(ii) if a meeting is held, appear at such meeting or otherwise cause the Subject Shares to be counted as present at such
meeting for purposes of establishing a quorum.

4.2            No
Redemption . Such Company Shareholder irrevocably and unconditionally agrees that, from the date hereof and until the termination
of this Agreement, such Company Shareholder shall not elect to cause the Company to redeem any Subject Shares now or at any time legally
or beneficially owned by such Company Shareholder, or submit or surrender any of its Subject Shares for redemption, in connection with
the Mergers.

4.3            New
Shares . In the event that prior to the Closing (i) any Pre-Recapitalization Company Shares, Company Ordinary Shares or other
securities are issued or otherwise distributed to a Company Shareholder pursuant to any stock dividend or distribution, or any change
in any of the Pre-Recapitalization Company Shares, Company Ordinary Shares or other share capital of the Company by reason of any stock
split-up, recapitalization, combination, exchange of shares or the like, including any shares received pursuant to the Share Split, (ii) a
Company Shareholder acquires legal or beneficial ownership of any Pre-Recapitalization Company Shares or Company Ordinary Shares after
the date of this Agreement, including upon exercise of options, settlement or restricted share units or capitalization of working capital
loans, or (iii) a Company Shareholder acquires the right to vote or share in the voting of any Pre-Recapitalization Company Share
or Company Ordinary Share after the date of this Agreement (collectively, the “ New Securities ”), the terms “Subject
Shares” shall be deemed to refer to and include such New Securities (including all such stock dividends and distributions and any
securities into which or for which any or all of the Subject Shares may be changed or exchanged into).

Article V

Certain Other Covenants of Company Shareholders

5.1            Investment
Agreements .

(a)           With
respect to each Investment Agreement, the Company Shareholders and the Company hereby agree that from the date hereof until the earlier
of (x) termination of this Agreement and (y) termination of such Investment Agreement pursuant to Section 5.1(b) ,
none of them shall, or shall agree to, amend, modify or vary such Investment Agreement.

(b)           Each
of the Company Shareholders and the Company hereby agrees that, in accordance with the terms thereof, (i) the Investment Agreements,
(ii) any rights of such Company Shareholder under the Investment Agreements and (iii) any rights under any other agreement
providing for redemption rights, put rights, purchase rights or other similar rights not generally available to the shareholders of the
Company, shall be terminated effective as of the Closing, and thereupon shall be of no further force or effect, without any further action
on the part of any of the Company Shareholders or the Company, and neither the Company, the Company Shareholders, nor any of their respective
affiliates or subsidiaries shall have any further rights, duties, liabilities or obligations thereunder.

5.2            Confidentiality .
Each Company Shareholder shall be bound by and comply with Sections 12.10 and 12.13 ( Confidentiality; Publicity ) of the Merger
Agreement (and any relevant definitions contained in such section) as if (a) such Company Shareholder was an original signatory
to the Merger Agreement with respect to such provision, and (b) each reference to “Affiliates” contained in Section 1.01
of the Merger Agreement also referred to such Company Shareholder.

- 5 -

5.3            Consent
to Disclosure . Each Company Shareholder consents to and authorizes the Company or TDAC, as applicable, to publish and disclose in
all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release
or other disclosure document that the Company or TDAC, as applicable, reasonably determines to be necessary or advisable in connection
with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity
and shareholding in the Company, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations
under this Agreement, and each Company Shareholder acknowledges that the Company or TDAC may, in their sole discretion, file this Agreement
or a form hereof with the SEC or any other Governmental Authority or securities exchange to promptly give the Company or TDAC, as applicable,
any information that is in its possession that the Company or TDAC, as applicable, may reasonably request for the preparation of any
such disclosure documents, and each Company Shareholder agrees to promptly notify the Company and TDAC of any required corrections with
respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such
Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

Article VI

General Provisions

6.1            Termination .
This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect,
without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent
of the Company, such Company Shareholder and TDAC, (b) the termination of the Merger Agreement in accordance with its terms and
(c) the Closing, provided that, in the event that the Merger Agreement is not terminated pursuant to its terms prior to the
Closing, Article I through Article IV shall terminate upon the Closing but Article V shall survive
indefinitely. The termination of this Agreement shall not relieve any party from any liability arising in respect of any willful and
material breach of this Agreement prior to such termination. Upon the termination of this Agreement (or any portion thereof), this Article VI
shall survive indefinitely.

6.2            Capacity
as a Company Shareholder . Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a
shareholder of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.

6.3            Notice .
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and TDAC in accordance
with Section 12.03 of the Merger Agreement and to each Company Shareholder at its address set forth set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like notice).

6.4            Entire
Agreement; Amendment . This Agreement (together with the Schedules and Exhibits to this Agreement) constitutes the entire agreement
and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes
any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto
relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.

6.5            Assignment .
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except
that, for the avoidance of doubt, in connection with a Transfer of any Subject Shares in accordance with the terms of this
Agreement, the transferee to whom such Subject Shares are transferred shall thenceforth be entitled to all the rights and be subject
to all the obligations under this Agreement; provided , that no such assignment shall relieve the assigning party of its
obligations hereunder. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. Any attempted assignment in violation of the terms of this Section 6.5
shall be null and void, ab initio . For the avoidance of doubt, no Transfer of Pre-Recapitalization Company Shares or Company
Ordinary Shares shall be (or be deemed to be) an assignment of this Agreement or the rights or obligations hereunder.

- 6 -

6.6            Rights
of Third Parties . The parties hereto hereby agree that their respective representations and warranties set forth herein are solely
for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or
implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right
or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness
of the representations and warranties set forth herein.

6.7            Governing
Law . This Agreement shall be governed by, and construed in accordance with, the internal substantive laws of the State of New York
applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation,
performance, breach, or termination, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement,
shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”)
under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall
be Hong Kong. There shall be three (3) arbitrators. The arbitration proceedings shall be conducted in English. The law of this arbitration
clause shall be Hong Kong law. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing
party may apply to a court of competent jurisdiction for enforcement of such award. For the avoidance of doubt, a request by a party
hereto to a court of competent jurisdiction for interim measures necessary to preserve such party’s rights, including pre-arbitration
attachments, injunctions, or other equitable relief, shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate
in this Section 6.7 .

6.8            Enforcement .
Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,
would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing
to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without
proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.1 , this being in addition
to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part
of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.
Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at
law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and
agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection
with any such injunction.

6.9            Counterparts .
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which
shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel
for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

[ Signature pages follow ]

- 7 -

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

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PROLOGIUM
HOLDING INC. |

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By: |
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Name: |
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Title: |
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[Signature Page to Voting Agreement]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

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TRANSLATIONAL
DEVELOPMENT ACQUISITION CORP. |

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By: |
             |

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Name: |
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Title: |
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By: |
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Name: |
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Title: |
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[Signature Page to Voting Agreement]

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

|
[COMPANY
SHAREHOLDER] |

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By: |
             |

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Name: |
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Title: |
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[Signature Page to Voting Agreement]

### EX-10.3 - EXHIBIT 10.3
EX-10.3
5
tm2615602d1_ex10-3.htm
EXHIBIT 10.3

Exhibit 10.3

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “ Agreement ”) is made
and entered into as of [          ], 2026, by and among Prologium Holding Inc., an
exempted company with limited liability incorporated under the laws of the Cayman Islands (the “ Company ”), Translational
Development Acquisition Corp., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ TDAC ”),
and the Persons listed on Schedule A hereto (each, a “ Company Shareholder ” and collectively, the “ Company
Shareholders ”).

WHEREAS , capitalized terms used but not otherwise defined in
this Agreement shall have the meanings ascribed thereto in the Agreement and Plan of Merger (the “ Merger Agreement ”)
entered into by and among the Company, PLG Merger Sub 1, an exempted company with limited liability incorporated under the laws of Cayman
Islands and a wholly-owned subsidiary of the Company (“ Merger Sub 1 ”), PLG Merger Sub 2, an exempted company with
limited liability incorporated under the laws of Cayman Islands and a wholly-owned subsidiary of the Company (“ Merger Sub 2 ”),
and TDAC, pursuant to which, among other things, (i) Merger Sub 1 will merge with and into TDAC (the “ First Merger ”),
with TDAC surviving the First Merger as a wholly owned subsidiary of the Company, and (ii) TDAC will merge with and into Merger
Sub 2 (the “ Second Merger ” and together with the First Merger, the “ Mergers ”), with Merger Sub
2 surviving the Second Merger as a wholly owned subsidiary of the Company.

WHEREAS , each Company Shareholder is, as of the date of this
Agreement, the beneficial and sole legal owner of the number of Pre-Recapitalization Company Shares, set forth opposite such Company
Shareholder’s name on Schedule A hereto (such Pre-Recapitalization Company Shares, together with any other Pre-Recapitalization
Company Shares acquired by such Company Shareholder after the date of this Agreement and during the term of this Agreement, with respect
to a Company Shareholder, such Company Shareholder’s “ Owned Shares ”).

WHEREAS , as a condition to their willingness to enter into
the Merger Agreement, the Company and TDAC have requested that each of the Company Shareholders enter into this Agreement.

NOW , THEREFORE , in consideration of the premises set
forth above, which are incorporated into this Agreement as if fully set forth below, and intending to be legally bound hereby, the parties
hereto agree as follows:

Article I

Representations and Warranties of the Company Shareholders

Each Company Shareholder severally and not jointly hereby represents
and warrants to the Company and TDAC as follows:

1.1            Corporate
Organization . Such Company Shareholder has been duly organized, is validly existing and is in good standing under the laws of its
jurisdiction of organization and has the requisite corporate power and authority to own, lease or operate its assets and properties and
to conduct its business as it is now being conducted. Such Company Shareholder if not an individual is duly licensed or qualified and
in good standing (where such concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or
the character of its activities is such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified
would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of
such Company Shareholder to consummate the transactions contemplated hereby. If such Company Shareholder is an individual, such Company
Shareholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations
hereunder.

1.2            Due
Authorization . Such Company Shareholder has all requisite corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution, delivery and
performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and
no other corporate or equivalent proceeding on the part of such Company Shareholder is necessary to authorize this Agreement or such
Company Shareholder’s performance hereunder. This Agreement has been duly and validly executed and delivered by such Company Shareholder
and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a legal, valid and binding obligation
of such Company Shareholder, enforceable against such Company Shareholder in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally
and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity
or at law. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full
power and authority to enter into this Agreement on behalf of such Company Shareholder.

1.3            Governmental
Authorities; Consents . Assuming the truth and completeness of the representations and warranties of other parties hereto contained
in this Agreement, no consent of or with any Governmental Authority on the part of such Company Shareholder is required to be obtained
or made in connection with the execution, delivery or performance by such Company Shareholder of this Agreement or the consummation by
such Company Shareholder of the transactions contemplated hereby, other than (a) applicable requirements, if any, of the Securities
Act, the Exchange Act, and/ or any state “blue sky” securities laws, and the rules and regulations thereunder and (b) where
the failure to obtain or make such consents or to make such filings or notifications would not prevent, impede or, in any material respect,
delay or adversely affect the performance by such Company Shareholder of its obligations under this Agreement.

1.4            No-Conflict .
The execution, delivery and performance by such Company Shareholder of this Agreement do not and will not (a) if such Company Shareholder
is not an individual, contravene or conflict with or violate any provision of, or result in the breach of the organizational documents
of such Company Shareholder, (b) contravene or conflict with or result in a violation of any provision of any law, Permit or Governmental
Order binding upon or applicable to such Company Shareholder or any of its properties or assets, (c) violate, conflict with, result
in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination or acceleration
of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance required by, any
of the terms, conditions or provisions of any Contract to which such Company Shareholder is a party, or (d) result in the creation
or imposition of any Lien upon any of the properties or assets of such Company Shareholder, except in the case of each of clauses (b) through
(d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by such Company Shareholder
of its obligations under this Agreement.

1.5            Owned
Shares . As of the date hereof, such Company Shareholder is the beneficial and sole legal owner of its Owned Shares, and all such
Owned Shares are owned by such Company Shareholder free and clear of all liens or encumbrances, other than liens or encumbrances pursuant
to this Agreement, the Ancillary Agreements, the organizational documents of the Company, the agreements set forth on Schedule B (the
“ Investment Agreements ”), any applicable securities laws or that would not, individually or in the aggregate, reasonably
be expected to prevent, delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the
consummation of the Mergers. Such Company Shareholder does not legally own any Equity Securities of the Company other than the Owned
Shares. Such Company Shareholder has the sole right to vote the Owned Shares, and none of the Owned Shares is subject to any voting trust
or other agreement, arrangement or restriction with respect to the voting of the Owned Shares, except as contemplated by (i) this
Agreement, (ii) the Ancillary Agreements, (iii) the organizational documents of the Company, (iv) the Investment Agreements,
(v) any applicable securities laws, or (vi) that would not, individually or in the aggregate, reasonably be expected to prevent,
delay or impair the ability of such Company Shareholder to perform its obligations under this Agreement or the consummation of the Mergers.

1.6            Acknowledgment .
Such Company Shareholder understands and acknowledges that each of the Company and TDAC is entering into the Merger Agreement in reliance
upon such Company Shareholder’s execution and delivery of this Agreement. Such Company Shareholder has received a copy of the Merger
Agreement and is familiar with the provisions of the Merger Agreement.

1.7            Absence
of Litigation . With respect to such Company Shareholder, as of the date hereof, there is no action, suit, investigation or proceeding
pending against, or, to the knowledge of such Company Shareholder, threatened against, such Company Shareholder or any of such Company
Shareholder’s properties or assets (including such Company Shareholder’s Owned Shares) that could reasonably be expected
to prevent, materially delay or materially impair the ability of such Company Shareholder to perform its obligations hereunder or to
consummate the transactions contemplated hereby.

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1.8            Additional
Representations and Warranties of Individual Company Shareholder . Each Company Shareholder who is an individual severally and not
jointly hereby represents and warrants to the Company and TDAC that

(a)           such
Company Shareholder is not a minor, and is of full age and sound mind.

(b)           such
Company Shareholder (i) has such knowledge and experience in financial and business matters that he or she is capable of evaluating
the risks of the transactions contemplated by the Merger Agreement and the Ancillary Agreements; and (ii) has been given a copy
of the Merger Agreement and the Ancillary Agreements, is knowledgeable regarding the structure of the Mergers, including the basis and
purpose of each of the Merger Agreement and the Ancillary Agreements to which he or she is a party and the transactions contemplated
thereby and the roles of each of the respective parties thereto, and based on such information as the Company deems appropriate, made
its own analysis and decision to enter this Agreement.

Article II

Representations and Warranties of TDAC

TDAC hereby represents and warrants to each Company Shareholder and
the Company as follows:

2.1            Corporate
Organization . TDAC is an exempted company with limited liability duly incorporated, is validly existing and is in good standing under
the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. TDAC is duly licensed or qualified and in good standing (where such concept
is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities is
such as to require it to be so licensed or qualified, except where failure to be so licensed or qualified would not, individually or
in the aggregate, reasonably be expected to prevent or materially delay or materially impair the ability of TDAC to consummate the transactions
contemplated hereby.

2.2            Due
Authorization . Subject to the consents, approvals, authorizations and other requirements described in Section 6.02 and Section 6.03
of the Merger Agreement, TDAC has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the consummation
of the transactions contemplated hereby have been duly and validly authorized and approved by the board of directors of TDAC and no other
corporate or equivalent proceeding on the part of TDAC is necessary to authorize this Agreement or TDAC’s performance hereunder
(except that the TDAC Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly
executed and delivered by TDAC and, assuming due authorization and execution by each other party hereto, this Agreement constitutes a
legal, valid and binding obligation of TDAC, enforceable against TDAC in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally
and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity
or at law.

2.3            No-Conflict .
Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section 6.03 of the Merger
Agreement and obtaining the TDAC Shareholder Approval, the execution, delivery and performance by TDAC of this Agreement and the consummation
of the transactions by TDAC contemplated hereby do not and will not (a) contravene or conflict with or violate any provision of,
or result in the breach of the TDAC Governing Documents, (b) contravene or conflict with or result in a violation of any provision
of any law, Permit or Governmental Order binding upon or applicable to TDAC or any of its properties or assets, (c) violate, conflict
with, result in a breach of any provision of or the loss of any benefit under, constitute a default under, or result in the termination
or acceleration of, or a right of termination, cancellation, modification, acceleration or amendment under, accelerate the performance
required by, any of the terms, conditions or provisions of any Contract to which TDAC is a party, or (d) result in the creation
or imposition of any Lien upon any of the properties or assets of TDAC (including the Trust Account), except in the case of each of clauses
(b) through (d) that would not prevent, impede or, in any material respect, delay or adversely affect the performance by TDAC
of its obligations under this Agreement.

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Article III

Representations and Warranties of the Company

The Company hereby represents and warrants to each Company Shareholder
and TDAC as follows:

3.1            Corporate
Organization . The Company is an exempted company with limited liability duly incorporated, is validly existing and is in good standing
under the laws of the Cayman Islands and has the requisite corporate power and authority to own, lease or operate its assets and properties
and to conduct its business as it is now being conducted. The Company is duly licensed or qualified and in good standing (where such
concept is applicable) as a foreign entity in each jurisdiction in which the ownership of its property or the character of its activities
is such as to require it to be so licensed or qualified, except where the failure to be so licensed or qualified would not, individually
or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

3.2            Due
Authorization . The Company has the requisite corporate power and authority to execute and deliver this Agreement, (subject to the
consents, approvals, authorizations and other requirements described in Sections 5.02 and 5.03 of the Merger Agreement) to perform all
obligations to be performed by it hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance
of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the Company Board and other
than the consents, approvals, authorizations and other requirements described in Section 5.02 or 5.03 of the Merger Agreement, no
other corporate proceeding on the part of the Company is necessary to authorize this Agreement or the Company’s performance hereunder
(except that the Company Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been duly and validly
executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto, this
Agreement constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject
to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’
rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding
in equity or at law.

3.3            No-Conflict .
Subject to the receipt of the consents, approvals, authorizations, and other requirements set forth in Section 5.03 of the Merger
Agreement, the execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not and will not, (a) contravene or conflict with, or trigger shareholder rights that have not been duly
waived under, the organizational documents of the Company or any of its Subsidiaries, (b) contravene or conflict with or constitute
a violation of any provision of any law, Permit or Governmental Order binding upon or applicable to the Company or any of its Subsidiaries
or any of their respective assets or properties, (c) violate, conflict with, result in a breach of any provision of or the loss
of any benefit under, constitute a default under, or result in the termination or acceleration of, or a right of termination, cancellation,
modification, acceleration or amendment under, accelerate the performance required by, any of the terms, conditions or provisions of
any Contract to which the Company is a party, or (d) result in the creation or imposition of any Lien on any asset, property or
Equity Security of the Company or any of its Subsidiaries (other than any Permitted Liens), except in the case of clauses (b) through
(d) above as would not reasonably be expected to have, individually or, in the aggregate, a Company Material Adverse Effect.

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Article IV

Lock-up of Company Shareholders

4.1            Lock-Up
Provisions .

(a)           Subject
to the exceptions set forth herein, during the applicable Lock-Up Period (as defined below), each Company Shareholder agrees not to,
without the prior written consent of the board of directors of the Company, Transfer any Locked-Up Shares held by such Company
Shareholder; provided , however , if any other holder of securities of the Company enters into an agreement relating to
the subject matter set forth in this Article IV in connection with the Closing on terms and conditions that are less
restrictive than those agreed to herein (or such terms and conditions are subsequently relaxed including as a result of a
modification, waiver or amendment), then the less restrictive terms and conditions shall apply to each Company Shareholder. The
foregoing limitations shall remain in full force and effect for each Company Shareholder for a period of, with respect to 100% of
the Company Ordinary Shares held, issuable or acquirable in respect of any Locked-Up Shares (rounded up to the nearest whole share)
held by such Company Shareholder, (i) for the Founder Parties, eighteen (18) months from and after the Closing Date,
(ii) for each of the Management (except the Founder Parties), twelve (12) months from and after the Closing Date,
(iii) for nd SBCVC Navitas Limited (the “SBCVC Entities”), six (6) months from and after the Closing Date, (iv) for
New Epoch and the New Horizon Shareholders, six (6) months from and after the Closing Date, and (v) for each Company
Shareholders (other than the Founder Parties, the Management, the SBCVC Entities, New Epoch and the New Horizon Shareholders), six
(6) months from and after the Closing Date (such periods set forth in the foregoing clauses (i) through (v), as
applicable, the “ Lock-Up Period ”), with the percentages set forth in this sentence applying to the aggregate
holdings of Locked-Up Shares held by all entities constituting such Company Shareholder (to the extent two (2) or more entities
constitute such Company Shareholder), and calculated on an aggregated basis. For the avoidance of doubt, the Locked-Up Shares shall
be measured on an as-exercised or as-converted basis, as applicable.

(b)           The
restrictions set forth in Section 4.1(a) (the “ Lock-Up Restrictions ”) shall not apply to:

| (i) | in the case of an entity, Transfers to (A) such entity’s
officers or directors or any affiliate (as defined below) or immediate family (as defined
below) of any of such entity’s officers or directors, (B) any shareholder, partner
or member of such entity or their affiliates, (C) any affiliate of such entity, or (D) any
employees of such entity or of its affiliates; |

| (ii) | in the case of an individual, Transfers by gift to members of the
individual’s immediate family or to a trust, the beneficiary of which is a member of
the individual’s immediate family, an affiliate of such Person or to a charitable organization; |

| (iii) | in the case of an individual, Transfers by virtue of laws of descent
and distribution upon death of the individual; |

| (iv) | in the case of an individual, Transfers by operation of law or pursuant
to a court order, such as a qualified domestic relations order, divorce decree or separation
agreement; |

| (v) | in the case of an individual, Transfers to a partnership, limited
liability company or other entity of which the undersigned and/or the immediate family of
the undersigned are the legal and beneficial owner of all of the outstanding equity securities
or similar interests; |

| (vi) | in the case of an entity that is a trust or a trustee of a trust,
to a trustor or beneficiary of the trust, to the designated nominee of a beneficiary of such
trust or to the estate of a beneficiary of such trust; |

| (vii) | in the case of an entity, Transfers by virtue of the laws of the
state of the entity’s organization and the entity’s organizational documents
upon dissolution of the entity; |

| (viii) | pledges of any Locked-Up Shares to a financial institution that
create a mere security interest in such Locked-Up Shares pursuant to a bona fide loan or
indebtedness transaction so long as the relevant Company Shareholder continues to control
the exercise of the voting rights of such pledged Locked-Up Shares as well as any foreclosures
on such pledged Locked-Up Shares; |

| (ix) | Transfers of any Company Ordinary Shares acquired as part of the
PIPE Investment; |

- 5 -

| (x) | transactions relating to Company Ordinary Shares or other securities
convertible into or exercisable or exchangeable for Company Ordinary Shares acquired in open
market transactions after the Closing; |

| (xi) | the exercise of any options or warrants to purchase Company Ordinary
Shares (which exercises may be effected on a cashless basis to the extent the instruments
representing such options or warrants permit exercises on a cashless basis); |

| (xii) | any Company Ordinary Shares vested or issued to such Company Shareholder
pursuant to the respective employee share option plan agreements dated June 20, 2019; |

| (xiii) | Transfers to the Company to satisfy tax withholding obligations
pursuant to the Company’s equity incentive plans or arrangements; |

| (xiv) | Transfers to the Company pursuant to any contractual arrangement
in effect at the Closing that provides for the repurchase by the Company or forfeiture of
the relevant Company Shareholder’s Company Ordinary Shares or other securities convertible
into or exercisable or exchangeable for Company Ordinary Shares in connection with the termination
of such Company Shareholder’s service to the Company; |

| (xv) | the establishment of a trading plan that meets the requirements of
Rule 10b5-1(c) under the Exchange Act (a “ Trading Plan ”); provided ,
however , that no sales of Locked-Up Shares, shall be made by the relevant Company
Shareholder pursuant to such Trading Plan during the applicable Lock-Up Period and no public
announcement or filing is voluntarily made regarding such plan during the applicable Lock-Up
Period; |

| (xvi) | Transfers made in connection with a liquidation, merger, share exchange
or other similar transaction that results in all of the Company’s shareholders having
the right to exchange their Company Ordinary Shares for cash, securities or other property
subsequent to the Closing Date; and |

| (xvii) | Transfers of Company Ordinary Shares to the Company in connection
with the repurchase of the undersigned’s shares in connection with the termination
of the undersigned’s employment with the Company pursuant to contractual agreements
with the Company; |

| (xviii) | transactions to satisfy any U.S. federal, state, or local income
tax obligations of Sponsor (or its direct or indirect owners) arising from a change in the
U.S. Internal Revenue Code of 1986, as amended (the “ Code ”), a change
in or promulgation of new U.S. Treasury Regulations, or promulgation of any judicial or administrative
guidance, in each case, after the date on which the Merger Agreement was executed by the
parties, and such change or promulgation prevents the Mergers from qualifying as a “reorganization”
pursuant to Section 368 of the Code, in each case, solely to the extent necessary to
cover any tax liability as a result of the transaction. |

provided, however , that in the case of clauses (i) through
(v), (vii) and (viii), these permitted transferees must enter into a written agreement, in substantially the form of this Agreement,
agreeing to be bound by the Lock-Up Restrictions and shall have the same rights and benefits under this Agreement.

(c)           For
the avoidance of doubt, each Company Shareholder shall retain all of its rights as a shareholder of the Company during the Lock-Up Period,
including the right to vote any Locked-Up Shares or receive any dividends or distributions thereon.

(d)           In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the Locked-Up Shares,
are hereby authorized to decline to make any transfer of securities if such Transfer would constitute a violation or breach of the Lock-Up
Restrictions.

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(e)           The
Company shall remove, and shall cause to be removed (including by causing its transfer agent to remove), any legends, marks, stop-transfer
instructions or other similar notations pertaining to the lock-up arrangements herein from the book-entries evidencing any Locked-Up
Shares at the time any such share is no longer subject to the Lock-Up Restrictions (any such Locked-Up Share, a “ Free Share ”),
and shall take all such actions (and shall cause to be taken all such actions) necessary or proper to cause the Free Shares to be consolidated
under the CUSIP(s) and/or ISIN(s) applicable to the unrestricted Company Ordinary Shares or so that the Free Shares are in
a like position. Any holder of a Locked-Up Share is an express third-party beneficiary of this Section 4.1(e) and entitled
to enforce specifically the obligations of the Company set forth in this Section 4.1(e) directly against the Company.

4.2            Certain
Definitions . For purposes of this Article IV ,

(a)           “affiliate”
shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended;

(b)           “immediate
family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother,
brother or sister of an individual;

(c)           “Founder Parties” shall mean the Founder and New Zone Corporation.

(d)           “Locked-Up
Shares” shall mean, with respect to each Company Shareholder, (i) any Company Ordinary Shares held by such Company Shareholder
immediately after the Second Merger Effective Time, (ii) any Company Ordinary Shares issuable upon the exercise of options or warrants
to purchase Company Ordinary Shares held by such Company Shareholder immediately after the Second Merger Effective Time (along with such
options or warrants themselves), and (iii) any Company Ordinary Shares acquirable upon the conversion, exercise or exchange of any
securities convertible into or exercisable or exchangeable for Company Ordinary Shares held by such Company Shareholder immediately after
the Second Merger Effective Time (along with such securities themselves);

(e)           “Management”
shall mean all employees of the Company who hold Pre-Recapitalization Shares as of the date hereof;

(f)           “Transfer”
shall mean, with respect to any securities, any (i) sale of, offer to sell, contract or agreement to sell, hypothecation of, pledge
of, grant of any option, right or warrant to purchase or other transfer or disposition of, or agreement to transfer or dispose of, directly
or indirectly, or establishment or increase of a put equivalent position in respect of, or liquidation or decrease of a call equivalent
position in respect of, within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated
thereunder, any such securities, (ii) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any such securities, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (iii) public announcement of any intention to effect any transaction specified in clause (i) or (ii).

Article V

Certain Other Covenants of Company Shareholders

5.1            Confidentiality .
Each Company Shareholder shall be bound by and comply with Sections 12.10 and 12.13 ( Confidentiality; Publicity ) of the Merger
Agreement (and any relevant definitions contained in such sections) as if (a) such Company Shareholder was an original signatory
to the Merger Agreement with respect to such provision, and (b) each reference to “Affiliates” contained in Section 1.01
of the Merger Agreement also referred to such Company Shareholder.

5.2            Consent
to Disclosure . Each Company Shareholder consents to and authorizes the Company or TDAC, as applicable, to publish and disclose in
all documents and schedules filed with the SEC or any other Governmental Authority or applicable securities exchange, and any press release
or other disclosure document that the Company or TDAC, as applicable, reasonably determines to be necessary or advisable in connection
with the Mergers or any other transactions contemplated by the Merger Agreement or this Agreement, such Company Shareholder’s identity
and shareholding in the Company, the existence of this Agreement and the nature of such Company Shareholder’s commitments and obligations
under this Agreement, and each Company Shareholder acknowledges that the Company or TDAC may, in their sole discretion, file this Agreement
or a form hereof with the SEC or any other Governmental Authority or securities exchange to promptly give the Company or TDAC, as applicable,
any information that is in its possession that the Company or TDAC, as applicable, may reasonably request for the preparation of any
such disclosure documents, and each Company Shareholder agrees to promptly notify the Company and TDAC of any required corrections with
respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent that such
Company Shareholder shall become aware that any such information shall have become false or misleading in any material respect.

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5.3             Trust
Account Waiver . Each Company Shareholder acknowledges that TDAC is a blank check company with the powers and privileges to effect
a Business Combination. Each Company Shareholder further acknowledges that, as described in the prospectus dated December 23, 2024 (the
“ Prospectus ”), substantially all of TDAC’s assets consist of the cash proceeds of TDAC’s initial public
offering and concurrent private placements of its securities and substantially all of the proceeds of the foregoing transactions have
been deposited in the Trust Account for the benefit of TDAC, its public shareholders and the underwriters of TDAC’s initial public
offering. Each Company Shareholder acknowledges that, except with respect to interest earned on the funds held in the Trust Account that
may be released to TDAC to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set
forth in the Prospectus. For and in consideration of TDAC entering into the Merger Agreement, the receipt and sufficiency of which are
hereby acknowledged, each Company Shareholder hereby irrevocably waives any right, title, interest or claim of any kind it has or may
have in the future in or to any monies in the Trust Account and agrees not to seek recourse against the Trust Account or any funds distributed
therefrom as a result of, or arising out of, this Agreement and any negotiations, contracts or agreements with TDAC or any other Person;
provided, however, that nothing in this Section 5.3 shall amend, limit, alter, change, supersede or otherwise modify the right of the
Company Shareholder to (a) bring any action or actions for specific performance, injunctive and/or other equitable relief or (b) bring
or seek a claim for Damages against TDAC, or any of its successors or assigns, for any breach of this Agreement (but such action(s) or
claim pursuant to clauses (a) or (b) shall not be against the Trust Account or any funds distributed from the Trust Account to holders
of TDAC Ordinary Shares or other Persons in accordance with the TDAC Governing Document and the Trust Agreement).

Article VI

General Provisions

6.1            Termination .
This Agreement shall be effective from the date hereof and shall terminate automatically and become void and of no further force or effect,
without any notice or other action by any Person, upon the earliest of (a) as to a Company Shareholder, the mutual written consent
of the Company, TDAC and such Company Shareholder, (b) the termination of the Merger Agreement in accordance with its terms and
(c) the date on which none of the Company, TDAC or any holder of a Locked-Up Share has any rights or obligations hereunder; provided
that, in the event that the Merger Agreement is not terminated pursuant to its terms prior to the Closing, Article I through
Article IV shall terminate upon the Closing but Article V shall survive indefinitely. The termination of this
Agreement shall not relieve any party from any liability arising in respect of any willful and material breach of this Agreement prior
to such termination. Upon the termination of this Agreement (or any portion thereof), this Article VI shall survive indefinitely.

6.2            Capacity
as a Company Shareholder . Each Company Shareholder signs this Agreement solely in such Company Shareholder’s capacity as a
shareholder of the Company, and not in such Company Shareholder’s capacity as a director or officer of the Company, if applicable.

6.3            Notice .
All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered
in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return receipt
requested, postage pre-paid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service or (iv) when
e-mailed during normal business hours (and otherwise as of the immediately following Business Day) to the Company and TDAC in accordance
with Section 12.03 of the Merger Agreement and to each Company Shareholder at its address set forth set forth on Schedule A hereto
(or at such other address for a party as shall be specified by like notice).

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6.4            Entire
Agreement; Amendment . This Agreement (together with the Schedules and Exhibits to this Agreement) constitutes the entire agreement
and understanding between the parties hereto relating to the subject matter hereof and the transactions contemplated hereby and supersedes
any other agreements and understandings, whether written or oral, that may have been made or entered into by or between the parties hereto
relating to the subject matter hereof or the transactions contemplated hereby. This Agreement may not be changed, amended, modified or
waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties
hereto.

6.5            Assignment .
No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other parties hereto, except
that, for the avoidance of doubt, in connection with a Transfer of any Locked-Up Shares in accordance with the terms of this Agreement,
the transferee to whom such Locked-Up Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the
obligations under this Agreement; provided , that no such assignment shall relieve the assigning party of its obligations hereunder.
Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. Any attempted assignment in violation of the terms of this Section 6.5 shall be null and void, ab
initio . For the avoidance of doubt, no Transfer of Company Ordinary Shares, Locked-Up Shares or Free Shares shall be (or be deemed
to be) an assignment of this Agreement or the rights or obligations hereunder.

6.6            Rights
of Third Parties . The parties hereto hereby agree that their respective representations and warranties set forth herein are solely
for the benefit of the other parties hereto, in accordance with and subject to the terms of this Agreement, and nothing expressed or
implied in this Agreement is intended or shall be construed to confer upon or give any Person, other than the parties hereto, any right
or remedies under or by reason of this Agreement, including, without limitation, the right to rely upon the accuracy or completeness
of the representations and warranties set forth herein.

6.7            Governing
Law . This Agreement shall be governed by, and construed in accordance with, the internal substantive laws of the State of New York
applicable to contracts entered into and to be performed solely within such state, without giving effect to principles or rules of
conflict of laws to the extent such principles or rules would require or permit the application of laws of another jurisdiction.
Any dispute, controversy, difference, or claim arising out of or relating to this Agreement, including its existence, validity, interpretation,
performance, breach, or termination, or any dispute regarding non-contractual obligations arising out of or relating to this Agreement,
shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“ HKIAC ”)
under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The seat of arbitration shall
be Hong Kong. There shall be three (3) arbitrators. The arbitration proceedings shall be conducted in English. The law of this arbitration
clause shall be Hong Kong law. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing
party may apply to a court of competent jurisdiction for enforcement of such award. For the avoidance of doubt, a request by a party
hereto to a court of competent jurisdiction for interim measures necessary to preserve such party’s rights, including pre-arbitration
attachments, injunctions, or other equitable relief, shall not be deemed incompatible with, or a waiver of, the agreement to arbitrate
in this Section 6.7 .

6.8            Enforcement .
Each of the parties hereto agrees that irreparable damage for which monetary damages, even if available, would not be an adequate remedy,
would occur in the event that the parties do not perform their obligations under the provisions of this Agreement (including failing
to take such actions as are required of them hereunder to consummate this Agreement) in accordance with its specified terms or otherwise
breach such provisions. The parties acknowledge and agree that (i) the parties shall be entitled to an injunction, specific performance,
or other equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, without
proof of damages, prior to the valid termination of this Agreement in accordance with Section 6.1 , this being in addition
to any other remedy to which they are entitled under this Agreement, and (ii) the right of specific enforcement is an integral part
of the transactions contemplated by this Agreement and without that right, none of the parties would have entered into this Agreement.
Each party agrees that it will not allege, and each party hereby waives the defense, that the other parties have an adequate remedy at
law or that an award of specific performance is not an appropriate remedy for any reason at law or equity. The parties acknowledge and
agree that any party seeking an injunction to prevent breaches of this Agreement and to enforce specifically the terms and provisions
of this Agreement in accordance with this Section 6.8 shall not be required to provide any bond or other security in connection
with any such injunction.

- 9 -

6.9            Counterparts .
This Agreement may be executed in two or more counterparts (any of which may be delivered by electronic transmission), each of which
shall constitute an original, and all of which taken together shall constitute one and the same instrument. Delivery by email to counsel
for the other parties of a counterpart executed by a party shall be deemed to meet the requirements of the previous sentence.

[ Signature pages follow ]

- 10 -

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

|
PROLOGIUM
HOLDING INC. |

|
|

|
By: |
|

|
Name: |
Yang,
Szu-Nan |

|
Title: |
CEO
and Director |

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

|
TRANSLATIONAL
DEVELOPMENT ACQUISITION CORP. |

|
|

|
By: |
             |

|
Name: |
|

|
Title: |
|

|
|

|
By: |
|

|
Name: |
|

|
Title: |
|

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the date hereof.

|
[COMPANY
SHAREHOLDER] |

|
|

|
By: |
             |

|
Name: |
|

|
Title: |
|

### EX-10.4 - EXHIBIT 10.4
EX-10.4
6
tm2615602d1_ex10-4.htm
EXHIBIT 10.4

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (as the same
may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “ Agreement ”),
dated as of [__________], 2026, is made and entered into by and among:

(a)            Prologium
Holding Inc., a Cayman Islands exempted company with limited liability (the “ Company ”);

(b)            TDAC
Partners LLC, a Delaware limited liability company (the “ Sponsor ”); and

(c)            certain
shareholders of the Company, as set forth on Schedule A hereto (the “ Legacy Equityholders ” and, together with the Sponsor
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “ Holder ”
and, collectively the “ Holders ”).

Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Merger Agreement.

RECITALS

WHEREAS, Translational Development Acquisition
Corp.(“ TDAC ”), the Company, PLG Merger Sub 1, a Cayman Islands exempted company with limited liability and a wholly-owned
Subsidiary of the Company (“ Merger Sub 1 ”), and PLG Merger Sub 2, a Cayman Islands exempted company with limited liability
and a wholly owned Subsidiary of the Company (“ Merger Sub 2 ”), entered into that certain Agreement and Plan of Merger,
dated as of May 27, 2026 (collectively, the “ Merger Agreement ”), pursuant to which, among other things, Merger
Sub 1 will merge with and into TDAC, whereupon the separate existence of Merger Sub 1 will cease, and TDAC will continue its existence
under the Companies Act (As Revised) of the Cayman Islands (the “ Cayman Islands Companies Act ”) as a wholly owned Subsidiary
of the Company (the “ First Merger ”);

WHEREAS, immediately following the consummation
of the First Merger and as part of the same overall transaction, upon the terms and subject to the conditions in the Merger Agreement
and in accordance with Part 16 of the Cayman Islands Companies Act, TDAC (as the surviving company of the First Merger) will merge
with and into Merger Sub 2, whereupon the separate existence of TDAC will cease, and Merger Sub 2 will be the surviving company and continue
its existence under the Cayman Islands Companies Act as a wholly owned subsidiary of the Company (the “ Second Merger ”
and together with the First Merger, collectively, the “ Mergers ”);

WHEREAS, pursuant to the terms and provisions of
the Merger Agreement, prior to the effective time of the Mergers, the Company will have undertaken the Recapitalization whereby, among
other things, (a) the Pre-Recapitalization Company Shares of the Company held by the Legacy Equityholders will be recapitalized,
repurchased and cancelled by the Company in exchange for the issuance of the Company Ordinary Shares, and (b) the Company will adopt
an amended and restated memorandum and articles of association in substantially the form attached to the Merger Agreement as Annex A (the
“ Listing A&R AoA ”);

WHEREAS, following the consummation of the Mergers,
the Sponsor and the Legacy Equityholders will beneficially own Company Ordinary Shares; and

WHEREAS, in anticipation of the consummation of
the transactions contemplated by the Merger Agreement (the “ Closing ”), the Company and the Holders desire to enter
into this Agreement on the date hereof, to be effective upon the Closing, pursuant to which the Company shall grant the Holders certain
registration rights with respect to the Registrable Securities (as defined herein) on the terms and conditions set forth in this Agreement.

1

NOW, THEREFORE, in consideration of the representations,
covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article 1

DEFINITIONS

Section 1.01.         Definitions .
The terms defined in this Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“ Action ” shall mean any demand,
action, claim, suit, countersuit, arbitration, inquiry, subpoena, case, litigation, proceeding or investigation (whether civil, criminal,
administrative or investigative) by or before any court or grand jury, any Governmental Authority or any arbitration or mediation tribunal.

“ Adverse Disclosure ” shall mean
any public disclosure of material non-public information (including information with respect to a potential financing, acquisition, disposition,
merger, reorganization or similar transaction), which disclosure, in the good faith judgment of the Chief Executive Officer of the Company
or the Board, after consultation with counsel to the Company, (a) would be required to be made in any Registration Statement or Prospectus
in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the
light of the circumstances under which they were made) not misleading, (b) would not be required to be made at such time if the Registration
Statement were not being filed, declared effective or used, as the case may be, and (c) the Company has a bona fide business
purpose for not making public.

“ Agreement ” shall have the meaning
given in the Preamble hereto.

“ Blackout Period ” shall have
the meaning given in Section 3.04(b).

“ Block Trade ” shall mean an
offering and/or sale of Registrable Securities yielding aggregate gross proceeds in excess of $30 million by any Holder on a block trade
or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without
limitation, a same day trade, overnight trade or similar transaction.

“ Board ” shall mean the board
of directors of the Company.

“ Cayman Islands Companies Act ”
shall have the meaning given in the Recitals hereto.

“ Closing ” shall have the meaning
given in the Recitals hereto.

“ Commission ” shall mean the
Securities and Exchange Commission.

2

“ Company ” shall have the meaning
given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization
or similar transaction.

“ Demanding Holder ” shall have
the meaning given in Section 2.01(c).

“ Exchange Act ” shall mean the
Securities Exchange Act of 1934, as it may be amended from time to time.

“ Filing Deadline ” shall have
the meaning given in Section 2.01(a).

“ FINRA ” shall mean the Financial
Industry Regulatory Authority Inc.

“ First Merger ” shall have the
meaning given in the Recitals hereto.

“ Form F-1 Shelf ” shall
have the meaning given in Section 2.01(a).

“ Form F-3 Shelf ” shall
have the meaning given in Section 2.01(a).

“ Governmental Authority ” shall
mean any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency
(which for the purposes of this Agreement shall include FINRA and the Commission), governmental commission, department, board, bureau,
agency or instrumentality, arbitral panel, court or tribunal, whether domestic, foreign, multinational, or supranational exercising executive,
legislative, judicial, regulatory, self-regulatory or administrative functions of or pertaining to government and any executive official
thereof.

“ Governmental Orde r” shall mean
any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental
Authority.

“ Holder ” and “ Holders ”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.

“ Holder Information ” shall have
the meaning given in Section 4.01(b).

“ Law ” shall mean any applicable
U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, law, ordinance, regulation, rule, code,
income tax treaty, Governmental Order, requirement or rule of law (including common law) or other binding directives promulgated,
issued, entered into or taken by any Governmental Authority.

“ Legacy Equityholders ” shall
have the meaning given in the Preamble hereto.

“ Listing A&R AoA ” shall
have the meaning given in the Recitals hereto.

“ Lock-Up Agreement ” shall mean,
with respect to each Holder, the lock-up agreement executed by such Holder in connection with the transactions contemplated under the
Merger Agreement prior to the Closing.

“ Lock-up Period ” shall mean,
with respect to each Holder, the lock-up period applicable to such Holder as set forth in the Lock-Up Agreement by and between the Company
and such Holder.

“ Merger Agreement ” shall have
the meaning given in the Recitals hereto.

3

“ Maximum Number of Securities ”
shall have the meaning given in Section 2.01(d) .

“ Merger Sub 1 ” shall have the
meaning given in the Recitals hereto.

“ Merger Sub 2 ” shall have the
meaning given in the Recitals hereto.

“ Mergers ” shall have the meaning
given in the Recitals hereto.

“ Minimum Takedown Threshold ”
shall have the meaning given in Section 2.01(c).

“ Misstatement ” shall mean an
untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus
or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances
under which they were made) not misleading.

“ New Registration Statement ”
shall have the meaning given in Section 2.01(f).

“ Other Coordinated Offering ”
shall have the meaning given in Section 2.04(a) .

“ Permitted Transferees ” shall
mean any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the
expiration of the Lock-Up Period pursuant to the Listing A&R AoA and the Lock-Up Agreement to which such Holder is a party.

“ Piggyback Registration ” shall
have the meaning given in Section 2.02(a).

“ Prospectus ” shall mean the
prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all
post-effective amendments and including all material incorporated by reference in such prospectus.

“ Registrable Security ” shall
mean (a) any outstanding Company Class A Ordinary Share held by a Holder immediately following the Closing (including any Company
Class A Ordinary Shares issued in connection with the Recapitalization, or issued or issuable in connection with the Mergers pursuant
to the terms of the Merger Agreement), (b) any Company Class A Ordinary Share issued or issuable upon the conversion or exchange
of any other class of the Company Ordinary Shares following the Closing in accordance with the Listing A&R AoA, (c) any Company
Class A Ordinary Shares that may be acquired by Holders upon the exercise of a Company Warrant or other right to acquire Company
Class A Ordinary Shares held by a Holder immediately following the Closing, (d) any Company Class A Ordinary Shares or
Company Warrants held by the Sponsor to purchase Company Class A Ordinary Shares (including any Company Class A Ordinary Shares
issued or issuable upon the exercise of any such Company Warrant held by the Sponsor), (e) any Shareholder Earnout Shares issued
or issuable to a Holder at and following the Closing, and (f) any other Company Class A Ordinary Shares issued or issuable with
respect to any securities referenced in clause (a), (b), (c), (d) or (e) above by way of a stock dividend or stock split or
in connection with a recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; provided , however ,
that, as to any particular Registrable Security, such security shall cease to be a Registrable Security upon the earliest to occur of:
(a) the transfer of such security by a Holder to any Person other than (i) an Affiliate of such Holder, (ii) a lender pursuant
to a bona fide pledge of such Registrable Securities or (iii) another Holder or an Affiliate of such other Holder; (b) the time
at which such security ceases to be outstanding; (c) upon the sale of such security to, or through, a broker, dealer or underwriter
in a public distribution or other public securities transaction; and (d) the time at which such security becomes eligible for sale
without restriction under Rule 144.

4

“ Registration ” shall mean a
registration effected by preparing and filing a registration statement, prospectus or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.

“ Registration Expenses ” shall
mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(a)           all
registration and filing fees (including fees with respect to filings required to be made with FINRA and any national securities exchange
on which the Company Class A Ordinary Shares are then listed);

(b)           fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);

(c)           printing,
messenger, telephone and delivery expenses;

(d)           reasonable
fees and disbursements of counsel for the Company;

(e)           reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and

(f)           reasonable
fees and expenses of one legal counsel selected by the majority-in-interest of the securities requested to be registered by the Demanding
Holders in a Shelf Registration (including any Subsequent Shelf Registration), an Underwritten Offering or a Underwritten Shelf Takedown,
as the case may be (not to exceed $25,000 without the consent of the Company).

“ Registration Statement ” shall
mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus
included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement,
and all exhibits to and all material incorporated by reference in such registration statement.

“ Requesting Holders ” shall have
the meaning given in Section 2.01(d).

“ Rule 144 ” shall mean Rule 144
promulgated under the Securities Act (or any successor rule then in effect).

“ SEC Guidance ” shall have the
meaning given in Section 2.01(f).

“ Second Merger ” shall have the
meaning given in the Recitals hereto.

“ Securities Act ” shall mean
the Securities Act of 1933, as amended from time to time.

“ Shelf ” shall mean the Form F-1
Shelf, the Form F-3 Shelf or any Subsequent Shelf Registration, as the case may be.

“ Shelf Registration ” shall mean
a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415
promulgated under the Securities Act (or any successor rule then in effect).

5

“ Sponsor ” shall have the meaning
given in the Preamble hereto.

“ Subsequent Shelf Registration ”
shall have the meaning given in Section 2.01(b) .

“ TDAC ” shall have the meaning
given in the Recitals hereto.

“ Transfer ” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any security, (b) entry
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement
of any intention to effect any transaction specified in clause (a) or (b).

“ Underwriter ” shall mean a securities
dealer who purchases any Registrable Securities as principal and not as part of such dealer’s market-making activities.

“ Underwritten Offering ” shall
mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to
the public.

“ Underwritten Shelf Takedown ”
shall have the meaning given in Section 2.01(c).

“ Withdrawal Notice ” shall have
the meaning given in Section 2.01(e).

Article 2

REGISTRATIONS AND OFFERINGS

Section 2.01.         Shelf
Registration.

(a)             Filing .
The Company shall use its commercially reasonable efforts to file, within forty-five (45) calendar days following the Closing Date (the
“ Filing Deadline ”), a Registration Statement for a Shelf Registration on Form F-1 or Form S-1, as applicable
(the “ Form F-1 Shelf ”) or, if the Company is eligible to use a Registration Statement on Form F-3 or Form S-3,
a Shelf Registration on Form F-3 or Form S-3, as applicable (the “ Form F-3 Shelf ”), in each case, covering
the resale of all the Registrable Securities (determined as of two (2) Business Days prior to such filing) on a delayed or continuous
basis and shall use its commercially reasonable efforts to have such Shelf declared effective no later than the ninetieth (90 th )
calendar day (or one hundred and twentieth (120 th ) calendar day if the Commission notifies the Company that it will “review”
the Registration Statement) following the Filing Deadline; provided, however, that the Company’s obligations to include the Registrable
Securities held by a Holder in the Shelf are contingent upon such Holder furnishing in writing to the Company such information regarding
the Holder, the securities of the Company held by the Holder and the intended method of disposition of the Registrable Securities as shall
be reasonably requested by the Company to effect the registration of the Registrable Securities, and the Holder shall execute such documents
in connection with such registration as the Company may reasonably request that are customary of a selling shareholder in similar situations.
Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods
legally available to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof,
and shall prepare and file with the SEC such amendments, including post-effective amendments, and supplements as may be necessary to keep
a Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there
are no longer any Registrable Securities. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially
reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration) to a Form F-3 Shelf as soon as practicable
after the Company is eligible to use Form F-3.

6

(b)             Subsequent
Shelf Registration . If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities
are still outstanding, the Company shall, subject to Section 3.04, use its commercially reasonable efforts to as promptly as is reasonably
practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order
suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable
amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or
file an additional registration statement as a Shelf Registration (a “ Subsequent Shelf Registration ”) registering the
resale of all Registrable Securities (determined as of two (2) Business Days prior to such filing), and pursuant to any method or
combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration is filed,
the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under
the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration
shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is
a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility
determination date), and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance
with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf
Registration shall be on Form F-3 or Form S-3, as applicable, to the extent that the Company is eligible to use such form. Otherwise,
such Subsequent Shelf Registration shall be on another appropriate form.

(c)             Requests
for Underwritten Shelf Takedowns . Subject to the Lock-Up Agreements and to the provisions of this Section 2.01(c), 2.01(d) and
3.04, at any time and from time to time when an effective Shelf is on file with the Commission, any Holder (being, in such case, a “ Demanding
Holder ”) may, subject to the maximum number of Underwritten Shelf Takedowns pursuant to this Section 2.01(c), request to
sell all or any portion of its Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “ Underwritten
Shelf Takedown ”); provided, that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering
shall include Registrable Securities proposed to be sold by all Holders selling any Registrable Securities in such offering with a total
offering price reasonably expected to exceed, in the aggregate, $50 million (the “ Minimum Takedown Threshold ”); and
under no circumstances shall the Company be obligated to effect more than an aggregate of two Underwritten Shelf Takedowns in any calendar
year. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least ten (10) business
days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities
proposed to be sold in the Underwritten Shelf Takedown (such written notice, a “ Takedown Demand ”). The Demanding Holder
shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized
investment banks), subject to the Company’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The
Company shall not be required to include any Holder’s Registrable Securities in such Underwritten Shelf Takedown unless such Holder
accepts the terms of the underwriting as agreed between the Company and its Underwriter(s) and enters into and complies with an
underwriting agreement with such Underwriter(s) in customary form (after having considered in good faith the comments from a single
U.S. counsel for the Holders which are selling in the Underwritten Shelf Takedown). Notwithstanding anything to the contrary in this Agreement,
the Company may effect any Underwritten Shelf Takedown pursuant to any then effective Registration Statement, including a Form F-3,
that is then available for such offering.

7

(d)             Reduction
of Underwritten Offering . If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the
Company, the Demanding Holder and the Holders requesting piggy back rights pursuant to this Agreement with respect to such Underwritten
Shelf Takedown (the “ Requesting Holders ”) (if any) in writing that the dollar amount or number of Registrable Securities
that the Demanding Holder and the Requesting Holders (if any) desire to sell, taken together with all other Company Class A Ordinary
Shares or other equity securities that the Company desires to sell and all other Company Class A Ordinary Shares or other equity
securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual piggy-back
registration rights held by any other shareholders, exceeds the maximum dollar amount or maximum number of equity securities that can
be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or
the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum
Number of Securities ”), then the Company shall include in such Underwritten Offering, before including any Company Class A
Ordinary Shares or other equity securities proposed to be sold by the Company or by other holders of any Company Class A Ordinary
Shares or other equity securities, the Registrable Securities of the Demanding Holder and the Requesting Holders (if any) (pro rata based
on the respective number of Registrable Securities that such Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Shelf Takedown and the aggregate number of Registrable Securities that the Demanding Holder and Requesting Holders
(if any) have requested be included in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities.

(e)             Withdrawal .
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, if the majority-in-interest of the Demanding Holders disapprove of the terms of any underwriting or are not entitled to
include all of their Registrable Securities in the relevant offering, such majority-in-interest of the Demanding Holders shall have the
right to withdraw from such Underwritten Shelf Takedown upon written notification to the Company, each other Demanding Holder and Requesting
Holder, and the applicable Underwriter(s). Following the receipt of any notice of withdrawal pursuant to this Section 2.01(e),
the other Demanding Holders and Requesting Holders, provided they collectively qualify as Demanding Holders pursuant to Section 2.01(c) and
the Minimum Takedown Threshold would still be satisfied, may elect to continue with the Underwritten Offering and such continued Takedown
Demand shall count as a Takedown Demand of the continuing Demanding Holders for purposes of Section 2.01(c) and not of the withdrawing
Demanding Holders. If an Underwritten Shelf Takedown is withdrawn and not continued pursuant to Section 2.01(e), the withdrawn
Takedown Demand shall not count as an Underwritten Takedown for purposes of Section 2.01(c) if and only if one or more of the
Demanding Holders reimburse the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown. For the avoidance
of doubt, the withdrawn Takedown Demand shall count as an Underwritten Takedown if the Company is responsible for the Registration Expenses
with respect to such Underwritten Shelf Takedown.

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(f)             New
Registration Statement . Notwithstanding the registration obligations set forth in this Section 2.01, in the event the Commission
informs the Company that the Registrable Securities cannot, as a result of the application of Rule 415, be registered for resale
as a secondary offering on a single registration statement, the Company agrees to promptly (i) inform each of the Holders thereof
and use its commercially reasonable efforts to file amendments to the Shelf Registration as required by the Commission and/or (ii) withdraw
the Shelf Registration and file a new registration statement (a “ New Registration Statement ”), on Form F-3 or
if Form F-3 is not then available to the Company for such registration statement, on such other form available to register for resale
of the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement,
the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable
Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff
(“ SEC Guidance ”), including without limitation, Compliance and Disclosure Interpretation 612.09. Notwithstanding any
other provision of this Agreement, if any SEC Guidance sets forth a limitation on the number of Registrable Securities permitted to be
registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company advocated with the Commission
for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its
Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro
rata basis based on the total number of Registrable Securities held by the Holders, subject to a determination by the Commission that
certain Holders must be reduced first based on the number of Registrable Securities held by such Holders. In the event the Company amends
the Shelf Registration or files a New Registration Statement, as the case may be, under clauses (i) or (ii) above, the Company
will file with the Commission, as promptly as allowed by Commission or SEC Guidance provided to the Company or to registrants of securities
in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable
Securities that were not registered for resale on the Shelf Registration, as amended, or the New Registration Statement.

(g)             Effective
Registration . Notwithstanding the provisions of Section 2.01(c) above or any other part of this Agreement, a Registration
shall not count as a Registration unless and until (i) the Registration Statement has been declared effective by the Commission,
and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that,
if after such Registration Statement has been declared effective, an offering of Registrable Securities is subsequently interfered with
by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement
with respect to such Registration shall be deemed not to have been declared effective, unless and until, (x) such stop order or injunction
is removed, rescinded or otherwise terminated, and (y) a majority-in-interest of the Demanding Holders initiating such Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later
than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Shelf Registration
becomes effective or is subsequently terminated.

9

Section 2.02.         Piggyback
Registration.

(a)             Piggyback
Rights . Subject to Section 2.04(c), if the Company or any shareholder of the Company proposes to conduct a registered offering
of, or if the Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities,
or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for
the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, an
Underwritten Shelf Takedown pursuant to Section 2.01 hereof), other than a Registration Statement (or any registered offering with
respect thereto) (i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration
Statement on Form F-4 or Form S-4 (or other similar form that relates to a transaction subject to Rule 145 under the Securities
Act or any successor rule thereto), (iii) for an offering of debt that is convertible into equity securities of the Company,
(iv) for a dividend reinvestment plan, or (v) for a rights offering, then the Company shall give written notice of such proposed
offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated
filing date of such Registration Statement or, in the case of an Underwritten Offering pursuant to a Shelf Registration, the applicable
“red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the
amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed
managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the
opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within
five (5) calendar days after receipt of such written notice (such registered offering, a “ Piggyback Registration ”).
Subject to Section 2.02(b), the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback
Registration and, if applicable, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of such
Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2.02(a) to be
included therein on the same terms and conditions as any similar securities of the Company included in such registered offering and to
permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.
The inclusion of any Holder’s Registrable Securities in a Piggyback Registration shall be subject to such Holder’s agreement
to enter into and comply with an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten
Offering by the Company.

(b)             Reduction
of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration,
in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of the Company Class A Ordinary Shares or other equity securities that the Company desires to sell, taken
together with (i) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered
offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable
Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant to Section 2.02(a) hereof,
and (iii) the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering
has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds
the Maximum Number of Securities, then:

(i)            if
the Registration or registered offering is undertaken for the Company’s account, the Company shall include in any such Registration
or registered offering (A) first, the Company Class A Ordinary Shares or other equity securities that the Company desires to
sell, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of
Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register
their Registrable Securities pursuant to Section 2.02(a), pro rata , based on the respective number of Registrable Securities
that each Holder has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders
have requested to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and
(C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B),
the Company Class A Ordinary Shares or other equity securities, if any, as to which Registration or a registered offering has been
requested pursuant to written contractual piggy-back registration rights of persons or entities other than the Holders of Registrable
Securities hereunder;

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(ii)           if
the Registration or registered offering is pursuant to a request by persons or entities other than the Holders of Registrable Securities,
then the Company shall include in any such Registration or registered offering (A) first, the Company Class A Ordinary Shares
or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can
be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not
been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable
Securities pursuant to Section 2.02(a), pro rata , based on the respective number of Registrable Securities that each Holder
has requested be included in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested
to be included in such Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; (C) third, to
the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Company Class A
Ordinary Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of
Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses
(A), (B) and (C), the Company Class A Ordinary Shares or other equity securities for the account of other persons or entities
that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can
be sold without exceeding the Maximum Number of Securities; and

(iii)          if
the Registration or registered offering is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.01
hereof, then the Company shall include in any such Registration or registered offering securities in the priority set forth in Section 2.01(d).

(c)             Piggyback
Registration Withdrawal . Any Holder of Registrable Securities (other than the Demanding Holder, whose right to withdrawal from an
Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.01(e)) shall have the right to withdraw from
a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters
(if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement
filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to a Shelf
Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback
Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request
for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission
in connection with a Piggyback Registration (which, in no circumstance, shall include the Shelf) at any time prior to the effectiveness
of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.01(e)), the Company
shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under
this Section 2.02(c).

(d)             Unlimited
Piggyback Registration Rights . For purposes of clarity, subject to Section 2.01(e), any Piggyback Registration effected pursuant
to Section 2.02 hereof shall not be counted as a demand for an Underwritten Shelf Takedown under Section 2.01(c) hereof.

Section 2.03.         Market
Stand-off . In connection with any Underwritten Offering of equity securities of the Company (other than a Block Trade or Other Coordinated
Offering), each Holder given an opportunity to participate in the Underwritten Offering pursuant to the terms of this Agreement agrees
that it shall not initiate a new Transfer of any Company Class A Ordinary Shares or other equity securities of the Company (other
than those included in such offering pursuant to this Agreement), without the prior written consent of the Company, during the 90-day
period beginning on the date of pricing of such offering or such shorter period during which the Company agrees not to conduct an underwritten
primary offering of any Company Class A Ordinary Shares, except (a) in the event the Underwriters managing the offering otherwise
agree by written consent and (b) Rule 10b5-1 trading plans (or similar plan) established or in effect prior to such 90-day period.
Each Holder agrees to execute a customary lock-up agreement in favor of the Underwriters to such effect (in each case on substantially
the same terms and conditions as all such Holders).

11

Section 2.04.         Block
Trades; Other Coordinated Offerings.

(a)            Notwithstanding
any other provision of ‎ Article 2, but subject to Sections ‎ 2.03
and ‎ 3.04, at any time and from time to time when an effective Shelf is on file with the
Commission and effective, if a Demanding Holder wishes to engage in (i) a Block Trade or (ii) an “at the market”
or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “ Other
Coordinated Offering ”), in each case with a total offering price reasonably expected to exceed, in aggregate, the lesser of
(A) $20 million and (B) all remaining Registrable Securities held by the Demanding Holder, then notwithstanding the time period
provided for in Section 2.01(c), such Demanding Holder shall notify the Company of the Block Trade or Other Coordinated Offering
at least five (5) Business Days prior to the day such offering is to commence and the Company shall as expeditiously as possible
use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding
Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall
use commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents prior to making
such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to
the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures, in accordance with Sections ‎ 3.01(k) and
‎ 3.01(l).

(b)            Prior
to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or
Other Coordinated Offering, a majority-in-interest of the Demanding Holders initiating such Block Trade or Other Coordinated Offering
shall have the right to submit a Withdrawal Notice to the Company and the Underwriter or Underwriters or placement agents or sales agents
(if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated
Offering prior to its withdrawal under this Section 2.04(b).

(c)            Any
Registration effected pursuant to this Section 2.04 shall be deemed an Underwritten Shelf Takedown and within the cap on Underwritten
Shelf Takedowns provided in Section 2.01(c). Notwithstanding anything to the contrary in this Agreement, Section 2.02 hereof
shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder pursuant to this Agreement.

(d)            The
Company shall have the right to consent to the Underwriters and any sale agents or placement agents (if any) for such Block Trade or Other
Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks), which consent
will not be unreasonably withheld, conditioned or delayed.

12

Article 3

COMPANY PROCEDURES

Section 3.01.         General
Procedures . In connection with any Shelf and/or Underwritten Shelf Takedown, the Company shall use its commercially reasonable efforts
to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof,
and pursuant thereto the Company shall, as expeditiously as reasonably possible:

(a)            prepare
and file with the Commission a Registration Statement with respect to such Registrable Securities and use its commercially reasonable
efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have ceased to
be Registrable Securities;

(b)            prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities included
in such Registration Statement or the managing Underwriter of Registrable Securities or as may be required by the rules, regulations or
instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder
to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance
with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

(c)            prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriter(s),
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;

(d)            prior
to any public offering of Registrable Securities (i) register or qualify the Registrable Securities covered by the Registration Statement
under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities
included in such Registration Statement (in light of their intended plan of distribution) may reasonably request (or provide evidence
satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such
action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such
other governmental authorities as may be reasonably necessary by virtue of the business and operations of the Company and do any and all
other acts and things that may be reasonably necessary or advisable to enable the Holders of Registrable Securities included in such Registration
Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however, that the Company
shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take
any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise
so subject;

(e)            cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;

13

(f)             provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;

(g)            advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;

(h)            at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration
Statement or Prospectus (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference
therein), furnish a copy thereof to each seller of such Registrable Securities or its counsel;

(i)             notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the occurrence of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.04 hereof;

(j)             permit
a representative of the Holders, the Underwriter(s), if any, and any attorney or accountant retained by such Holders or Underwriter to
participate, at each such person’s own expense (except as otherwise set forth herein) in the preparation of the Registration Statement,
and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative,
Underwriter(s), attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriter(s) agree
to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any
such information;

(k)            obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering,
Block Trade or Other Coordinated Offering that is registered pursuant to a Registration Statement, in customary form and covering such
matters of the type customarily covered by “comfort” letters as the managing Underwriter or other similar type of sales agent
or placement agent may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

(l)             on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel
representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent(s) or sales agent(s),
if any, and the Underwriter(s), if any, covering such legal matters with respect to the Registration in respect of which such opinion
is being given as the Holders, the placement agent(s), sales agent(s), or Underwriter(s) may reasonably request and as are customarily
included in such opinions;

(m)            in
the event of any Underwritten Offering or Other Coordinated Offering that is registered pursuant to a Registration Statement, enter into
and perform its obligations under an underwriting agreement, sales agreement or placement agreement, in usual and customary form, with
the managing Underwriter(s), sales agent(s) or placement agent(s) of such offering;

(n)             make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least 12 months
beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then
in effect);

14

(o)             if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50 million with respect to
an Underwritten Offering pursuant to Section 2.01(c) use its commercially reasonable efforts to make available senior executives
of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter(s) in
such Underwritten Offering;

(p)             otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, consistent with
the terms of this Agreement, in connection with such Registration; and

(q)             upon
request of a Holder, the Company shall (i) authorize the Company’s transfer agent to remove any legend on share certificates
of such Holder’s Company Class A Ordinary Shares restricting further transfer (or any similar restriction in book entry positions
of such Holder) if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement
with the Company to which such Holder is a party, including if such shares subject to such a restriction have been sold on a Registration
Statement, (ii) request the Company’s transfer agent to issue in lieu thereof Company Class A Ordinary Shares without
such restrictions to the Holder upon, as applicable, surrender of any stock certificates evidencing such Company Class A Ordinary
Shares, or to update the applicable book entry position of such Holder so that it no longer is subject to such a restriction, and (iii) use
commercially reasonable efforts to cooperate with such Holder to have such Holder’s Company Class A Ordinary Shares transferred
into a book-entry position at The Depository Trust Company, in each case, subject to delivery of customary documentation, including any
documentation required by such restrictive legend or book-entry notation.

Notwithstanding the foregoing, the Company shall
not be required to provide any documents or information to an Underwriter or other sales agent or placement agent if such Underwriter
or other sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering or Other Coordinated
Offering that is registered pursuant to a Registration Statement.

Section 3.02.         Registration
Expenses . All Registration Expenses shall be borne by the Company. It is acknowledged by the Holders that the Holders selling any
Registrable Securities in an offering shall bear all incremental selling expenses relating to the sale of Registrable Securities, such
as Underwriters’ or agents’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set
forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the
Holders, in each case pro rata based on the number of Registrable Securities that such Holders have sold in such Registration.

Section 3.03.         Requirements
for Participation in Underwritten Offerings . Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide
the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable
Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to
effect the registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten
Offering or Other Coordinated Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder
unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved
by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements,
underwriting or other agreements and other customary documents as may be reasonably required under the terms of such arrangements. The
exclusion of a Holder’s Registrable Securities as a result of this Section 3.03 shall not affect the registration of the other
Registrable Securities to be included in such Registration.

15

Section 3.04.         Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.

(a)            Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

(b)            If
the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would (i) require
the Company to make an Adverse Disclosure, (ii) require the inclusion in such Registration Statement of financial statements that
are unavailable to the Company for reasons beyond the Company’s control, or (iii) in the good faith judgment of the majority
of the Board, be materially detrimental to the Company and the majority of the Board concludes as a result that it is essential to defer
such filing, initial effectiveness or continued use at such time, the Company may, upon giving prompt written notice of such action to
the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time
determined in good faith by the Company to be necessary for such purpose (any such period, a “ Blackout Period ”). In
the event the Company exercises its rights under this Section 3.04(b), the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell
Registrable Securities. The Company shall immediately notify the Holders of the expiration of the Blackout Period during which it exercised
its rights under this Section 3.04(b).

(c)             (i) During
the period starting with the date 60 days prior to the Company’s good faith estimate of the date of the filing of, and ending on
a date 120 days after the effective date of, a Company-initiated Registration and provided that the Company continues to actively employ,
in good faith, all reasonable efforts to maintain the effectiveness of the applicable Shelf, or (ii) if, pursuant to Section 2.01(c),
Holders have requested an Underwritten Shelf Takedown and the Company and such Holders are unable to obtain the commitment of underwriters
to firmly underwrite such offering, the Company may, upon giving prompt written notice of such action to the Holders, delay any other
registered offering pursuant to Section ‎ 2.01(c) or ‎ Section 2.04.

(d)             The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.04(b) or
a registered offering pursuant to Section 3.04(c) shall be exercised by the Company, in the aggregate, for not more than 90
consecutive calendar days and not more than twice during any 12-month period.

Section 3.05.         Reporting
Obligations . As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period)
all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act
and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed
or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been
furnished or delivered to the Holders pursuant to this Section 3.05. The Company further covenants that it shall take such further
action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell the Company Class A
Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by
Rule 144. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer
as to whether it has complied with such requirements.

16

Article 4

INDEMNIFICATION AND CONTRIBUTION

Section 4.01.         Indemnification.

(a)            The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and
out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue
statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Company
by such Holder expressly for use therein , or if such losses, claims, damages, liabilities or out-of-pocket expenses are based on any
such Holder’s violation of the federal securities laws or failure to sell the Registrable Securities in accordance with the intended
plan of distribution contained in the Prospectus.

(b)             In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to
the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration
Statement or Prospectus (the “ Holder Information ”) and, to the extent permitted by law, shall indemnify the Company,
its directors, officers and agents and each person who controls the Company (within the meaning of the Securities Act) against all losses,
claims, damages, liabilities and out-of-pocket expenses (including without limitation reasonable outside attorneys’ fees) resulting
from any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in
any information or affidavit so furnished in writing by such Holder expressly for use therein, or if such losses, judgments, claims, damages,
liabilities or out-of-pocket expenses are based on any such Holder’s violation of the federal securities laws or failure to sell
the Registrable Securities in accordance with the intended plan of distribution contained in the Prospectus; provided , however,
that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability
of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent
as provided in the foregoing with respect to indemnification of the Company.

(c)            Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect
to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification
hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit
such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense
is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its
consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume
the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such
indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist
between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without
the prior written consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be
settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement)
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.

17

(d)            The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer
of securities.

(e)            If
the indemnification provided under Section 4.01 hereof from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates
to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s
relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however, that the
liability of any Holder under this Section 4.01(e) shall be limited to the amount of the net proceeds received by such Holder
in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred
to above shall be deemed to include, subject to the limitations set forth in Sections 4.01(a) ‎ ,
‎ 4.01(b) and ‎ 4.01(c) above,
any legal or other fees, charges or out-of-pocket expenses reasonably incurred by such party in connection with any investigation or proceeding.
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.01(e) were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred
to in this Section 4.01(e). No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution pursuant to this Section 4.01(e) from any person who was not guilty of such
fraudulent misrepresentation.

Article 5

MISCELLANEOUS

Section 5.01.         Notices .
All notices and other communications among the parties shall be in writing and shall be deemed to have been duly given (a) when delivered
in person, or (b) when delivered by FedEx or other internationally recognized overnight delivery service, in each case with a copy
sent by e-mail to such Holder. Any notice or communication under this Agreement must be addressed, if to the Company, to No. 6-1,
Ziqiang 7th Rd., Zhongli Dist., Taoyuan City 320023, Taiwan (R.O.C.), Attn: Althea Hsu, with a copy (which will not constitute notice)
to Sullivan & Cromwell (Hong Kong) LLP, 20th Floor, Alexandra House, 18 Chater Road, Central, Hong Kong, Attn: Ching-Yang Lin,
and if to any Holder, at such Holder’s address and e-mail address as set forth in the Company’s books and records. Any Party
may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the
Company notice in the manner herein set forth.

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Section 5.02.         Assignment;
No Third Party Beneficiaries.

(a)            This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.

(b)            A
Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, to any Permitted
Transferees to whom it transfers Registrable Securities; provided that such Registrable Securities remain Registrable Securities
following such transfer and such Permitted Transferee agrees to become bound by the terms and provisions of this Agreement.

(c)            No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.01 hereof, and
(ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions
of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).

(d)            Subject
to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors
and assigns. Any attempted assignment in violation of the terms of this Section 5.02 shall be null and void, ab initio.

(e)            This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this
Agreement and Section 5.02 hereof.

Section 5.03.         Captions .
The captions in this Agreement are for convenience only and shall not be considered a part of or affect the construction or interpretation
of any provision of this Agreement.

Section 5.04.         Counterparts .
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic means,
including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart to this Agreement,
and such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.

Section 5.05.         Severability .
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under Applicable
Law, but if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law, all other
provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under Applicable Law, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby (including the Mergers) are consummated as originally contemplated to the greatest extent possible.

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Section 5.06.         Governing
Law . This Agreement, the rights and duties of the parties hereto, any disputes (whether in contract, tort or statute), and the legal
relations between the parties arising hereunder shall be governed by and interpreted and enforced in accordance with the laws of the State
of New York without reference to its conflicts of law provisions.

Section 5.07.         Jurisdiction .
Subject to ‎‎ Section 5.08, any Action based
upon, arising out of or related to this Agreement or the transactions contemplated hereby shall be settled by arbitration to be held in
Hong Kong, which shall be administered by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance
with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. The seat of arbitration
shall be Hong Kong. There shall be three (3) arbitrators. The law of the arbitration clause shall be Hong Kong law. The arbitration
shall be conducted in English. The award of the arbitral tribunal shall be final and binding upon the parties thereto, and the prevailing
party may apply to a court of competent jurisdiction for enforcement of such award.

Section 5.08.         Remedies .
The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would
occur in the event that the parties hereto do not perform their obligations under the provisions of this Agreement in accordance with
its specified terms or otherwise breach such provisions. The parties hereto acknowledge and agree that (a) such parties shall be
entitled to an injunction, specific performance, or other equitable relief, to prevent breaches of this Agreement and to enforce specifically
the terms and provisions hereof and thereof, without proof of damages and without posting a bond, prior to the valid termination of this
Agreement, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific
enforcement is an integral part of the transactions contemplated hereby and without that right, none of the parties hereto would have
entered into this Agreement. Each party agrees that it will not oppose the granting of specific performance and other equitable relief
on the basis that the other parties hereto have an adequate remedy at law or that an award of specific performance is not an appropriate
remedy for any reason at law or equity. The parties acknowledge and agree that any party seeking an injunction to prevent breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 5.08 shall
not be required to provide any bond or other security in connection with any such injunction.

Section 5.09.         Amendments
and Modifications . Upon the written consent of (a) the Company, (b) Sponsor, and (c) the Holders holding a majority
of the voting power of the then-outstanding Registrable Securities then held by all Holders in the aggregate, compliance with any of the
provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may
be amended or modified; provided, however, that in the event any such waiver, amendment or modification would be disproportionate and
adverse in any material respect to the material rights or obligations hereunder of a Holder, the written consent of such Holder will also
be required. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of
a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies
of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as
a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

20

Section 5.10.         Termination
of Existing Registration Rights . The registration rights granted under this Agreement shall supersede any registration, qualification
or similar rights of the Holders with respect to any shares or securities of TDAC or the Company granted under any other agreement, and
any of such preexisting registration, qualification or similar rights and such agreements shall be terminated and of no further force
and effect.

Section 5.11.         Term .
This Agreement shall be effective from and after the Closing Date and shall terminate upon the earlier of (i) the tenth (10th) anniversary
of the Closing Date and (ii) with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities.
The provisions of Section 3.05 and Article 4 ‎ shall
survive any termination.

Section 5.12.         Holder
Information . Each Holder agrees, if requested in writing, to represent to the Company the total number of Registrable Securities held
by such Holder in order for the Company to make determinations hereunder.

[ Signature Pages Follow ]

21

IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.

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Prologium Holding Inc. |

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By: |
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Name: Yang, Szu-Nan |

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Title:   CEO and Director |

A- 1

IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.

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SPONSOR: |

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TDAC Partners
LLC |

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By: |
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Name: |

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Title: |

2

IN WITNESS WHEREOF, the undersigned have caused
this Agreement to be executed as of the date first written above.

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HOLDERS: |

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[•] |

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By: |
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Name: |

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Title: |

3

### EX-99.1 - EXHIBIT 99.1
EX-99.1
7
tm2615602d1_ex99-1.htm
EXHIBIT 99.1

Exhibit 99.1

ProLogium,
a Next Generation Solid-State Battery Developer with 10+ Years of Proven

Commercialization, to List on the Nasdaq through a Merger with
Translational Development

Acquisition Corp.

| · | ProLogium reached commercial-scale manufacturing for solid-state
batteries in 2013, later delivered the world’s first solid-state battery demo car with ENOVATE
Motor in 2019. |

| · | ProLogium has shipped a total of over 2.4 million battery cells to customers
since 2013, of which more than 800,000 are its 3 rd -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. |

| · | Pre-money valuation of ProLogium is expected to be approximately $3.8
billion. |

| · | 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. |

TAIPEI,
Taiwan & NEW YORK – May 2 7, 2026 – 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”).

Upon
closing of the Transaction, the combined company will be named ProLogium Technology and is expected to be listed on the Nasdaq under the
ticker symbol “PRLG” .

For more than two decades,
ProLogium has focused on a singular mission: moving solid-state battery technology from the lab to mass production. ProLogium’s
proprietary lithium ceramic battery (LCB) platform is designed to deliver significant improvements in energy density, performance and
safety. The 4th-generation technology features a triple safety mechanism consisting of non-flammable electrolyte, an all-ceramic separator
and an active safety mechanism embedded in superfluidized all inorganic solid-state electrolyte -- marking the first battery with zero
thermal runaway risk.

Vincent
Yang, Founder and CEO of ProLogium , commented, "Today marks a pivotal moment in ProLogium’s journey in accelerating
the commercialization of our industry-leading solid-state batteries. This Transaction is expected to provide us with the capital to fund
our next phase of growth -- enabling us to scale the production of our 4th-generation superfluidized inorganic solid-state batteries,
advance the construction of our new gigafactory in Dunkirk, France, and support our expansion into adjacent application verticals including
data centers, aerospace and robotics while continuing to progress in EVs.”

“We are excited to partner
with TDAC’s best-in-class team, who shares our vision of a new energy revolution that is built with next generation solid-state
batteries. Today’s Transaction is a critical step in putting our batteries in the hands of more customers, powering cutting-edge
technologies and enabling a more sustainable future for all."

Michael
B. Hoffman, Chairman and CEO of TDAC, added, “We could not be more excited to partner with Vincent and his team
on bringing ProLogium to the public capital markets. We believe that ProLogium is the future of distributed, mission critical energy based
on their technological foundation and the capabilities to supply next generation batteries at gigawatt scale. The TDAC team has been involved
in the future of energy for decades, including the building of companies such as Talen Energy and Pattern Energy; we see the need for
high performance distributed energy capabilities across a host of markets that are only now accessible due to the breakthrough of ProLogium's
Gen4 technology and manufacturing capabilities. ProLogium's partnerships with some of the most impressive companies on the planet to deliver
new use cases for high performance batteries demonstrate its technology leadership and we believe the company's position as a leader in
the energy future is bright.”

ProLogium’s technology
leadership is built on a foundation of proprietary IP, with over 1,100 global battery patents and patent applications, and a proven
track record of commercialization. The Company is currently advancing commercial applications with strategic partners in off-highway applications
such as construction vehicles, and in energy applications and smart mobility markets.

Independent third-party testing further validates the
differentiation of the Company’s technology: TÜV Rheinland recently confirmed a record 360 Wh/kg energy density for ProLogium’s
latest battery – more than 50% above conventional batteries; and UL Solutions ARC testing verified that ProLogium’s ultra-safe
all-inorganic superfluidized all inorganic solid-state battery undergoes no thermal runaway under the Heat-Wait-Seek (HWS) method, marking
an industry breakthrough.

The transaction values Prologium
at approximately $3.8B on a pre-money, net cash-free basis. ProLogium will seek funding by a combination of TDAC’s cash in trust
and proceeds from a targeted common equity PIPE.

The boards of directors of
both ProLogium and TDAC have approved the Transaction, which is expected to close in the second half of 2026, subject to approval by the
shareholders of both ProLogium and TDAC, regulatory approvals, and other customary closing conditions.

Additional
information about the Transaction, including a copy of the business combination agreement and investor presentation, will be provided
in a Current Report on Form 8-K to be filed by TDAC with the U.S. Securities and Exchange Commission ("SEC") and available
at www.sec.gov .

Advisors

Cohen & Company Markets,
a division of Cohen & Company Securities, LLC, is acting as the Exclusive Financial Advisor and Lead Capital Markets Advisor
to ProLogium. Crédit Agricole Corporate and Investment Bank is acting as the placement agent to ProLogium. Sullivan &
Cromwell LLP and LCS & Partners are serving as legal advisors to ProLogium. BTIG, LLC, is acting as the Exclusive Financial Advisor
and Lead Capital Markets Advisor to TDAC. Venable is serving as legal advisor to TDAC.

About ProLogium

Founded in 2006, ProLogium is 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). In 2013, ProLogium introduced the world’s first next-generation battery architecture featuring a 100% ceramic
separator, becoming the first company globally to successfully commercialize solid-state batteries. In 2025, ProLogium again led the industry
by introducing the world’s first superfluidized all-inorganic solid-state lithium ceramic battery, integrating the advantages of
solid-state and liquid type batteries and redefining next-generation battery technology with automation-ready, scalable mass production
and cost competitiveness. In 2026, ProLogium once again received the Edison Awards Gold Award for its superfluidized all-inorganic solid-state
lithium ceramic battery technology.

With more than 13 years of manufacturing know-how,
ProLogium is also the only company globally that can publicly demonstrate a solid-state battery mass-production line—proving that
solid-state batteries are not merely a laboratory technology, but a mature solution ready for scalable manufacturing. In 2024, ProLogium
inaugurated its first GWh-class gigafactory in Taoyuan, Taiwan, and has shipped more than 800,000 cells to date. In May 2024, ProLogium
established its first overseas R&D center in Paris-Saclay, France, providing customized technical support for the European market.
The Company’s first overseas GWh-class facility in Dunkirk, France, completed its environmental assessment and building permit process
by the end of 2024, with construction expected to begin in 2026. Ramp-up is expected to begin between Q4 2028 and Q1 2029, followed by
formal mass production and deliveries in Q2 2029.

About TDAC

TDAC is 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. TDAC may pursue an acquisition opportunity in any business, industry, sector,
or geographical location, and intends to focus on industries that complement its management team's background and intends to capitalize
on the ability of its management team to identify and acquire a business.

TDAC's management team is
led by Michael B. Hoffman, its chief executive officer and chairman of the board of directors, and Avanindra C. Das, chief financial officer.
In addition, TDAC’s board includes E. Premkumar Reddy, Curtis T. Keith, Matthew A. Kestenbaum and Christopher Jarratt.

Important Information and
Where to Find It

For additional information
on the Transaction, see TDAC’s Current Report on Form 8-K, which will be filed concurrently with this press release. In connection
with the Transaction, ProLogium will file a registration statement on Form F-4 with the SEC that will include a prospectus with respect
to ProLogium’s securities to be issued in connection with the Transaction and a proxy statement with respect to the shareholder
meeting of TDAC to vote on the Transaction. This communication does not contain all the information that should be considered concerning
the Transaction and is not intended to form the basis of any investment decision or any other decision in respect of the Transaction.
Before making any voting or investment decision, shareholders of TDAC, investors and other interested persons are advised to read CAREFULLY
IN their ENTIRETY, when available, the preliminary proxy statement / prospectus (including any amendments thereto), as well as other documents
to be filed with the SEC, because these documents will contain important information about ProLogium, TDAC and the Transaction. After
the registration statement is declared effective, the definitive proxy statement / prospectus to be included in the registration
statement will be mailed to shareholders of TDAC as of a record date to be established for voting on the Transaction. The preliminary
and definitive proxy statement / prospectus to be included in the registration statement, once available, can also be obtained, without
charge, at the SEC’s website at www.sec.gov or by directing a request to: info@translational-development.com.

Forward-Looking Statements

This
communication contains forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended,
or the Securities Act, and section 21E of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, that are based on
beliefs and assumptions and on information currently available to ProLogium and TDAC. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including projections of market opportunity, number of customers or user
and market share, the capability of ProLogium’s technology, ProLogium’s business plans including its plans to expand globally,
the sources and uses of proceeds from the Transaction, the anticipated enterprise value of the combined company following the consummation
of the Transaction, any benefits of ProLogium’s partnerships, strategies or plans as they relate to the Transaction, anticipated
benefits of the Transaction and expectations related to the terms and timing of the Transaction are also forward-looking statements. These
statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements
to be materially different from those expressed or implied by these forward-looking statements. These statements are based on ProLogium
and TDAC’s reasonable expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual
results to differ materially from current expectations. These factors are difficult to predict accurately and may be beyond ProLogium
and TDAC’s control. Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties
and risks arise from time to time, and it is impossible for ProLogium or TDAC to predict these events or how they may affect ProLogium
or TDAC. In addition, there will be risks and uncertainties described in the proxy statement / prospectus relating to the Transaction,
which is expected to be filed by ProLogium with the SEC and other documents filed by ProLogium or TDAC from time to time with the SEC.
These filings may identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. Neither ProLogium nor TDAC can assure you that the forward-looking statements
in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties,
including, but not limited to: the occurrence of any event, change or other circumstances that could delay, impede or prevent the business
combination or give rise to the termination of the business combination; 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 and TDAC or of the parties to satisfy other
conditions to closing; the amount of redemption requests may by TDAC’s public shareholders; the ability to maintain the stock exchange
listing standards following the consummation of the business combination; the risk that the business combination disrupts current plans
and operations of ProLogium or TDAC as a result of the announcement and consummation of the business combination; the ability to recognize
the anticipated benefits of the business combination; costs related to the business combination; changes in applicable laws or regulations;
international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented tariffs by foreign
countries in retaliation; the ability of ProLogium to execute its business model, including market acceptance of its planned products
and services; the combined company’s ability to raise capital; future financial performance of the combined company follow the business
combination; the possibility that TDAC or the combined company may be adversely affected by other economic, business, and/or competitive
factors; risks associated with ProLogium’s efforts to commercialize its products; ProLogium’s ability to maintain its existing
agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at all; the impact of competing
products on ProLogium’s business; intellectual property-related claims against ProLogium or the combined company; ProLogium’s
dependence upon its key personnel and ability to attract and retain such personnel and additional qualified personnel; ProLogium’s
ability to source the raw materials for its products; and other risks and uncertainties set forth in the section entitled “Risk
Factors” in the registration statement on Form F-4 to be filed by ProLogium with the SEC and those included under the heading
“Risk Factors” in the final prospectus for TDAC’s initial public offering, filed pursuant to Rule 424b(4) on
December 23, 2024, and its annual report on Form 10-K for year ended December 31, 2025 and in its subsequent quarterly
reports on Form 10-Q and other filings with the SEC. There may be additional risks that neither ProLogium nor TDAC presently knows
or that ProLogium and TDAC currently believe are immaterial that could also cause actual results to differ from those contained in the
forward-looking statements. In light of the significant uncertainties in these forward-looking statements, you should not regard these
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or revise the forward-looking statements in this communication or elsewhere after the date of this communication. You should, therefore,
not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date subsequent to the date of this
communication.

Participants in Solicitation

ProLogium and TDAC and their
respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the Transaction
described in this communication under the rules of the SEC. Information about the directors and executive officers of TDAC and their
ownership is set forth in TDAC’s filings with the SEC, including TDAC’s final prospectus for its initial public offering,
filed pursuant to Rule 424b(4) on December 23, 2024, its Form 10-K for the year ended December 31, 2025 and subsequent
filings under section 16 of the Exchange Act or on Form 10-Q. Additional information regarding the persons who may, under the rules of
the SEC, be deemed participants in the solicitation of TDAC’s shareholders in connection with the Transaction will be set forth
in the registration statement containing the preliminary proxy statement/prospectus when those are filed with the SEC. These documents
are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: info@translational-development.com.

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This communication is not
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meeting the requirements of the Securities Act.

Contacts

sam.chang@prologium.com

prologium@webershandwick.com

### EX-99.2 - EXHIBIT 99.2
EX-99.2
8
tm2615602d1_ex99-2.htm
EXHIBIT 99.2

Exhibit 99.2

1 Investor Presenta t ion M a y 2 0 26

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2 Di s cl a imer T h is do c u m en t c o n t a i n s c o n fi d en ti a l i n f o r m a ti o n regard i n g P r o l o g i u m H o l d i n g I n c . ( t h e “ C o m pan y ” ) , T ran sl a ti o na l D e v e l o p m en t Ac qu isiti o n C o rp . ( “ T DAC ” ) and t h e i r re s p e c t iv e s u b si d i a r i e s , s h areh o l der s and a s s o ci a t e d under t a ki n g s and t h e i r bu si n e s s e s . T h is pre s e n t a ti o n ha s been prepared to a ss i s t i ntere s ted part i e s i n m a k i ng t he i r o w n e v a l uat i on w i th re s pe c t to a poten t i a l bu s i ne ss c o m b i nat i on bet w ee n t h e C o m pan y and T DAC and t h e re l a t e d t r an s a c t i o n s ( t o ge t h er , t h e “ P o t e n ti a l B u si n e s s C o m b i n a ti o n ” ) and f o r no o t h er purpo s e . T h is do c u m en t is be i n g m ade a v a il a b l e on a c o n fi d en ti a l ba sis , and s u b j e c t t o t h e f o ll o wi ng p ro visi o n s , t o a li m it e d nu m ber o f per s o n s w h o m a y be i n t e re s t ed i n t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n . I t is iss u ed f o r t h e e x c l u siv e u s e o f t h e per s o n s t o w h o m i t i s addre s s ed , wit h a vi e w t o a s s is t i n g t h e re ci p i e n t i n d e ci d i n g w h e t h er it wis h e s t o pro c e ed wit h t h e f u r t h er i n v e s t i g a ti o n o f t h e C o m pan y and T DAC. By r e vi e wi ng or read i n g t h is pre s e n t a ti o n , y o u will be dee m ed t o ha v e agreed t o t h e ob li g a ti o n s and re s t r ic t i o n s s e t ou t be l o w . Wit h ou t t h e e x p re s s pr i o r w r it t en c o n s e n t o f T DAC and t h e C o m pan y , t h is pre s e n t a ti o n and an y i n f o r m a ti o n c o n t a i n ed wit h i n it m a y no t be (1) reprodu c e d ( i n w h o l e or i n p ar t ) , (2) c o p i e d a t an y ti m e , (3) u s e d f o r an y purpo s e o t h er t h an y o ur e v a l u a ti o n o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n or (4) pro vi d ed t o or re vi e w e d b y an y o t h er per s o n , e x c ep t y o ur e m p l o y e e s and ad vis o r s wit h a need t o k n o w and w h o a re d i r e c t ed t o k e ep t h is pre s e n t a ti o n c o n fi d en ti a l. T he re ci p i e n t o f t h is pre s e n t a ti o n a c k no wl edge s t h a t it (a) is a w a re t h a t U n it e d St a t e s s e c u r iti e s l a ws proh i b it an y per s o n w ho ha s m a t e r i a l, no n - pub lic i n f o r m a ti o n c o n c e rn i n g a c o m pan y f r o m pur c h a si n g and s e ll i ng s e c u r iti e s o f s u c h c o m pan y or f r o m c o mm un i c a ti n g s u c h i n f o r m a ti o n t o an y o t h er per s o n under ci r c u m s t an c e s i n w h ic h it is rea s o nab ly f o re s e eab l e t h a t s u c h per s o n m a y pur c h a s e or s e ll s u c h s e c u r i t i e s and (b) will ne it h er u s e , nor c a u s e an y t h i r d par t y t o u s e t h is i n v e s t or pre s e n t a ti o n or an y i n f o r m a ti o n c o n t a i n ed here in in vi o l a ti o n o f t h e S e c u r iti e s Exc h ange Act o f 1934 , a s a m ended , i n cl u d i n g , wit h ou t li m it a ti o n , R u l e 10 b - 5 t h ereunder or an y o t h er app lic ab l e s e c u r iti e s l a w. N e it h er t h e C o m pan y , T DAC nor t h e i r re s p e c t iv e s h areho l d er s nor an y o f t h e i r ho l d i n g c o m pan i e s , s u b si d i a r i e s , a s s o ci a t e d und e r t a ki n g s or c o n t r o ll i ng per s o n s , nor an y o f t h e i r re s p e c t iv e d i r e c t or s , o f f ic e r s , par t n er s , e m p l o y e e s , agen t s , repre s e n t a ti v e s o r ad vis e r s m a k e s an y repre s e n t a ti o n or w a rran t y , e x p re s s or i m p li e d , a s t o t h e a c c ura c y or c o m p l e t e ne s s o f t h e i n f o r m a ti o n c o n t a i n ed i n th is do c u m en t or o t h er wis e m ade a v a il a b l e nor a s t o t h e rea s o nab l e ne s s o f an y a s s u m p ti o n c o n t a i n ed here i n or t h ere i n and an y li a b il i t y t h e r e f ore ( i n cl u d i n g i n r e s p e c t o f d i r e c t , i n d i r e c t or c o n s e quen ti a l l o s s o r da m age) is e x p re s s ly d iscl a i m ed . N o t h i n g c o n t a i n ed here i n or t h ere i n is , or s h a l l b e re li e d upon a s , a p ro m is e or repre s e n t a ti o n , w h e t h er a s t o t h e pa s t or t h e f u t u re. T h is do c u m en t doe s no t purpor t t o c o n t a i n a ll o f t h e i n f o r m a ti o n t h a t m a y be requ i r ed t o e v a l u a t e t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n and an y re ci p i e n t hereo f s h ou l d c o ndu c t it s o w n i n dependen t ana lysis o f t h e C o m pan y and T DAC and t h e da t a c o n t a i n ed or re f e r r e d t o here i n . N e it h er t h e C o m pan y nor T DAC under t a k e s or e x p e c t s t o upda t e or o t h er wis e re vis e t h is do c u m en t or an y o t h er m a t e r i a ls s u pp li e d. N o i n f or m a t i on s e t ou t i n t h is do c u m en t will f or m t he ba si s o f an y c o n t ra c t . A n y pro s p e c t iv e i n v e s tor will be requ i red t o a c k no w l edge i n t he pur c h a s e c o n t ra c t t ha t it ha s no t re li e d on , or been i ndu c e d t o en t er i n t o s u c h agree m en t b y , an y repre s e n t a t i o n o r w a rran t y , s a v e a s e x p re s s ly s e t ou t i n s u c h agree m en t . T h is do c u m en t and an y ora l s t a t e m en t s m ade i n c onne c t i o n wit h t h is pre s e n t a ti o n do no t c o n s t it u t e an o f fer or i n vi t a ti o n f o r t h e s a l e or pur c h a s e o f t h e s e c u r iti e s or an y o f t h e a s s e t s , bu si n e s s or under t a ki n g de s c r i b ed here i n , or t h e s o licit a ti o n o f an y v o t e , c o n s e n t or appro v a l i n an y j u r is d ic t i o n i n c onne c t i o n wit h t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n o r an y re l a t e d t r an s a c t i o n s , nor s h a ll t h ere be an y s a l e , is s uan c e or t r an s f er o f an y s e c u r iti e s i n a n y j u r is d ic t i o n w h ere , or t o an y per s o n t o w h o m , s u c h o f fer , s o licit a ti o n or s a l e m a y b e un l a w f u l under t h e l a ws o f s u c h j u r is d ic t i o n . T h is pre s e n t a ti o n doe s no t c o n s t it u t e e it h er ad vic e or a re c o mm enda ti o n regard i n g an y s e c u r iti e s . A n y o f fer t o s e l l s e c u r iti e s will be m ade on ly pur s u an t t o a de fi n itiv e f u ll y - e x e c u t e d de fi n itiv e agree m en t and will be m ade i n re li a n c e on an e x e m p ti o n f r o m reg is t ra ti o n under t h e S e c u r iti e s Act o f 1933 , a s a m ended , f o r o f fer s and s a l e s o f s e c u r iti e s t h a t do no t i n v o lv e a pub lic o f fer i n g . T DAC and t he C o m pan y re s e r v e t h e r i g h t t o wit h dra w or a m end for an y rea s o n an y o f fer i n g and t o re j e c t an y de fi n itiv e agree m en t f o r an y re a s o n . T he c o mm un ic a ti o n o f t h is pre s e n t a ti o n is re s t r ic t ed b y l a w ; i t is no t i n t e nded f o r d is t r i b u ti o n t o , or u s e b y an y per s o n i n , an y j u r is d ic t i o n w h e re s u c h d is t r i b u ti o n or u s e w o u l d be c o n t r ar y t o l o c a l l a w or regu l a ti o n . T he S h areho l d er s re s e r v e t h e r i g h t t o nego ti a t e wit h on e or m ore pro s p e c t iv e i n v e s t or s a t an y t i m e and t o en t e r i n t o a de fi n itiv e agree m en t f o r t h e s a l e f o r t h e fi n an ci n g o f t h is t r an s a c t i o n wit h ou t pr i o r no ti c e t o t he o t h er pro s p e c t iv e i n v e s t or s . T he S h areho l d er s , t h e C o m pan y and T DAC ea c h a ls o re s e r v e s t h e r i g h t , wit h ou t ad v a n c e no ti c e , t o c h ange t h e pro c e dure ; or t o t e r m i n a t e nego ti a ti o n s a t an y ti m e p r i o r t o t h e en t r y i n t o o f an y b i n d i n g c o n t r a c t f o r t h is t r an s a c t i o n.

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3 Forw a r d - Lo o ki n g Statements I n f o r m a ti o n i n t h is pre s e n t a ti o n repre s e n t s c u rren t e x p e c t a ti o n s re l a ti n g t o t r an s a c t i o n s t ru c t ure and is s u b j e c t t o f u r t h er d isc u s s i o n and nego ti a ti o n o f de fi n itiv e do c u m en t a ti o n i n it s en ti r e t y . A l l s t a t e m en t s i n th is pre s e n t a ti o n o t h er t h an s t a t e m en t s o f h is t or ic a l f a c t , i n cl u d i n g , bu t no t li m it e d t o , s t a t e m en t s regard i n g t h e C o m pan y ’ s f u t u re opera ti n g re s u lt s , fi n an ci a l po si t i o n , bu si n e s s s t ra t e g y , addre s s ab l e m ar k e t , an ti c i p a t e d bene fi t s o f it s t e c h no l o g i e s , and p l a n s and ob j e c t iv e s f o r f u t u re opera ti o n s and o f fer i n g s are “ f o r w a r d - l o o ki n g s t a t e m en t s ” and c a n o f ten be i d en ti f i e d b y t h e u s e o f t e r m i n o l o g y s u c h a s “ m a y , ” “ will, ” “ e s t i m a t e , ” “ i n t e nd , ” “ c o n ti n ue , ” “ be li e v e , ” “ e x p e c t , ” “ an ti c i p a t e , ” “ s h ou l d , ” “ c o u l d , ” “ po t e n ti a l , ” “ pro j e c t i o n , ” “ f o re c a s t , ” “ p l a n , ” “ t r end , ” “ a s s u m p ti o n , ” “ oppor t u n it y, ” “ pred ic t , ” “ s e e k , ” “ t ar ge t, ” or si m il a r t e r m i n o l o g y , a lt h ough no t a ll f o r w a rd - l o o ki n g s t a t e m en t s c o n t a i n t h e s e i d en ti f yi n g t e r m s . A n y s t a t e m en t s t h a t re f e r t o e x p e c t a ti o n s , pro j e c t i o n s or o t h er c h a r a c t er iz a ti o n s o f f u t u re e v e n t s or ci r c u m s t an c e s , i n cl u d i n g pro j e c t i o n s o f m ar k e t oppor t u n it y , nu m ber o f c u s t o m er s and m ar k e t s h a re , t h e c a pab il i t y o f t h e C o m pan y ’ s t e c h no l o g y , C o m pan y ’ s bu si n e s s p l a n s i n cl u d i n g it s p l a n s t o e x p and g l o ba lly, t h e s o ur c e s and u s e s o f pro c e ed s f r o m t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , t h e an ti c i p a t e d en t e rpr is e v a l u e o f t h e c o m b i n ed c o m pan y f o ll o wi ng the c o n s u mm a ti o n o f t h e Po t en ti a l B u si n e s s C o m b i n a ti o n , an y bene fi t s o f C o m pan y ’ s par t n er s h i p s , s t ra t e g i e s or p l a n s a s t h e y re l a t e t o t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , a n ti c i p a t e d bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n and e x p e c t a ti o n s re l a t e d t o t h e t e r m s and ti m i n g o f t h e P o t e n ti a l B u s i ne s s C o m b i n a ti o n are a ls o f o r w a r d - l o o ki n g s t a t e m en t s. T he s e f or w a r d - l oo ki n g s ta t e m en t s are ba s e d upon t he C o m pan y m anage m en t ’ s c u rren t e x p e c ta t i on s , a s s u m p t i on s and e s t i m a t e s a s o f t he da t e o f t h is pre s e n t a t i on , are s u b j e c t t o c h ange and are no t guaran t ee s o f f u t ure re s u lt s or t he t i m i ng t hereo f. W h il e T D A C a nd t he C o m pan y m a y e l e c t t o upda t e t h e s e f o r w a r d - l o o ki n g s t a t e m en t s i n t h e f u t u re , ea c h is no t under an y ob li g a ti o n , and e x p re s s ly d iscl a i m s a n y du t y , t o upda t e or o t h er wis e re vis e t h e i n f o r m a ti o n a f ter t h e da t e o f t h is pre s e n t a ti o n , w h e t h er a s a re s u lt o f ne w i n f o r m a ti o n , ne w de v e l o p m en t s or o t h er wis e. N e it h er C o m pan y nor T DAC c a n a s s ure y o u t h a t t h e f o r w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n will pro v e t o be a c c ura t e . T he s e f o r w a r d - l o o ki n g s t a t e m en t s are s u b j e c t t o a nu m ber o f r isk s and un c e r t a i n ti e s , i n cl u d i n g , a m ong o t h er s , t h e o c c urren c e o f an y e v e n t , c h ange or o t h er ci r c u m s t an c e t h a t c o u l d de l a y , i m pede o r pre v e n t t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n or g iv e r is e t o t h e t e r m i n a ti o n o f t h e B u si ne s s C o m b i n a ti o n A g ree m en t ; t h e ou t c o m e o f an y l e ga l pro c e ed i n g s t h a t m a y be i n s t it u t e d aga i n s t C o m pan y or T DAC, t h e c o m b i n ed c o m pan y or o t h er s f o ll o wi ng t h e announ c e m en t o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e i n ab il i t y t o c o m p l e t e t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n d ue t o t h e f a il u re t o ob t a i n appro v a l o f t h e s h areho l d er s o f C o m pan y or T DAC or t o s a ti s f y o t h er c o nd iti o n s t o cl o si n g ( i n cl u d i n g t h e $250 m il l i o n M i n i m u m C a s h c o nd iti o n) ; f a il u re t o ob t a i n T DAC dead li n e e x t en si o n , t h e a m oun t o f rede m p ti o n reque s t s m ade b y T DAC ’ s pub lic s h areho l d er s or t h e C o m pan y S h areho l d er s ; t h e ab il i t y t o m a i n t a i n t h e s t o c k e x c hange listi n g s t andard s f o ll o wi ng t h e c o n s u mm a ti o n o f t h e P o t en ti a l B u si n e s s C o m b i n a ti o n ; t h e r isk t h a t t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n d is r up t s c u rren t p l a n s and opera ti o n s o f C o m pan y or T DAC a s a r e s u lt o f t h e announ c e m en t and c o n s u mm a ti o n o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e ab il i t y t o e x e c u t e on it s bu si n e s s s t ra t e g y a nd t h e ab il i t y t o de v e l o p and c o mm er ci a liz e i t s s o li d - s t a t e ba t ter y t e c h no l o g y ; t h e ab il i t y t o a c c ura t e ly e s t i m a t e t h e f u t u re s u pp ly and de m and f o r it s ba t ter i e s ; t h e ab il i t y to re s p ond rap i d ly t o e m erg i n g t e c h no l o g y t r end s ; t h e ab il i t y t o c o m pe t e e f fe c t iv e ly and t h e ab i li t y t o m anage gro w t h ; t h e ab il i t y t o re c o gn iz e t h e an ti c i p a t e d bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; c o s t s re l a t e d t o t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; c hange s i n app lic ab l e l a ws or regu l a ti o n s ; i n t e rna ti o na l t r ade d is p u t e s , i n cl u d i n g t h rea t e ned or i m p l e m en t e d tar if f s b y t h e U . S. and t h rea t e ned or i m p l e m en t e d tar if f s b y f o re i g n c o un t r i e s i n re t a li a ti o n ; t h e ab il i t y o f C o m pan y t o e x e c u t e it s bu si n e s s m ode l, i n cl u d i n g m ar k e t a c c ep t a n c e o f it s p l a nned produ c t s and s e r vic e s ; t h e c o m b i n ed c o m pan y ’ s ab il i t y t o ra is e c a p it a l; f u t u re fi n an ci a l per f o r m an c e o f t h e c o m b i n ed c o m pan y f o ll o wi n g t he P o t en t i a l B u si n e s s C o m b i na t i on ; t he po s s i b ilit y t ha t T DA C or t he c o m b i ned c o m pan y m a y be ad v e r s e ly a ff e c ted b y o t h er e c o no m ic , bu si n e s s and / or c o m pe t iti v e f a c tor s ; r is k s a s s o ci a t ed wi t h C o m pan y ’ s e ff or t s t o c o mm er ci a liz e it s produ c t s ; C o m p an y ’ s ab ilit y t o m a i n t a i n it s e xis t i n g agree m en t s wit h t h i r d par ti e s and t o nego ti a t e and en t e r i n t o ne w de fi n itiv e agree m en t s on f a v o rab l e t e r m s , if a t a ll; t h e i m pa c t o f c o m pe ti n g produ c t s on C o m pan y ’ s bu si n e s s ; i n t e ll e c t ua l proper t y - re l a t e d cl a i m s aga i n s t C o m pan y or t h e c o m b i n e d c o m pan y ; C o m pan y ’ s dependen c e upon i t s k e y per s onne l and ab ili t y to at t ra c t and reta i n s u c h per s onne l and add i t i ona l qua li f i ed per s onne l ; C o m pa n y ’ s ab il i t y t o s o ur c e ra w m a t e r i a ls f o r it s produ c t s ; and o t h er r isk s and un c e r t a i n ti e s t o be s e t f o r t h i n the s e c t i o n en ti t l e d “ Ri s k F a c t or s ” i n t h e reg is t ra ti o n s t a t e m en t on F or m F - 4 t o be fil e d b y C o m pan y wit h t h e S E C and t h o s e i n cl u ded under t h e head i n g “ Risk F a c t or s ” i n T DAC ’ s fili ng s wit h the S E C . T here m a y be add iti o na l r isk s t h a t ne it h er C o m pan y nor T DAC pre s e n tl y k n o ws or t h a t C o m pan y and T DAC c u rren tl y be li e v e are i mm a t e r i a l t h a t c o u l d a ls o c a u s e a c t ua l re s u lt s t o d if f er f r o m t h o s e c o n t a i n ed i n t h e f o r w a r d - l o o ki n g s t a t e m en t s. I n li g h t o f t h e si g n ific a n t un c e r t a i n ti e s i n the s e f o r w a r d - l o o ki n g s t a t e m en t s , y o u s h ou l d no t regard t h e s e s t a t e m en t s a s a repre s e n t a ti o n o r w a rran t y b y C o m pan y , T DAC, t h e i r re s p e c t iv e d i r e c t or s , o f f ic e r s or e m p l o y e e s or an y o t h er per s o n t h a t C o m pan y or T DAC will a c h i e v e t h e i r ob j e c t iv e s and p l a n s i n a n y s p e ci f i e d ti m e f r a m e , or a t a ll. T he for w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n repre s e n t t h e v i e ws o f C o m pan y and T DAC a s o f t h e da t e o f t h is pre s e n t a ti o n . S u b s e quen t e v e n t s and de v e l o p m en t s m a y c a u s e t h o s e vi e ws t o c h a nge . Exc e p t a s requ i r ed b y app lic ab l e l a w , ne it h er C o m pan y nor T DAC ha s an y du t y t o , and doe s no t i n t e nd t o , upda t e or re vis e t h e f o r w a r d - l o o ki n g s t a t e m en t s i n t h is pre s e n t a ti o n a f ter t h e da t e o f t h is pre s e n t a ti o n . Y o u s h ou l d , t h ere f o re , no t re ly on t h e s e f o r w a r d - l o o ki n g s t a t e m e n t s a s repre s e n ti n g t h e vi e ws o f C o m pan y or T DAC a s o f an y da t e s u b s e quen t to t h e da t e o f t h is pre s e n t a ti o n. T he s e f o r w a r d - l o o ki n g s t a t e m en t s are pro vi d ed f o r il l u s t ra ti v e purpo s e s on ly and are no t i n t e nded t o s e r v e , and m u s t no t be re l i ed on b y an y i n v e s t or , a s a guaran t e e , a s s uran c e , pred ic t i o n or de fi n itiv e s t a t e m en t o f f a c t or probab il i t y . Act u a l re s u lt s m a y d if f er m a t e r i a lly f r o m t h o s e c o n t e m p l a t ed i n t he s e s ta t e m en t s due t o a v a r i e t y o f r is k s and un c e r t a i n t i e s , i n cl u d i ng , bu t no t li m it e d t o , r is k s and un c e r t a i n t i e s re l a t ed t o t he i nab ilit y o f t he par t i e s t o s u c c e s s f u lly or t i m e ly c o n s u mm a t e t he P o t en t i a l B u si n e s s C o m b i na t i on , i n cl u d i ng t he r is k t ha t an y requ i red regu l a t o r y appro v a ls are no t ob t a i n ed , are de l a y e d or are s u b j e c t t o unan ti c i p a t e d c o nd iti o n s t h a t c o u l d ad v e r s e ly a f fe c t t h e c o m b i n ed c o m pan y or t h e e x p e c t ed bene fi t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , and t h e f a il u re t o rea liz e t h e an ti c i p a t e d be n e f i t s o f t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n ; t h e C o m pan y ’ s ab il i t y t o e x e c u t e on it s bu si n e s s s t ra t e g y and t h e ab il i t y t o de v e l o p and c o mm er ci a liz e it s s o li d - s t a t e ba t ter y t e c h no l o g y ; ab il i t y to a c c ura t e ly e s t i m a t e t h e f u t u re s u pp ly and de m and f o r it s ba t ter i e s ; ab il i t y t o re s p ond ra p i d ly t o e m erg i n g t e c h no l o g y t r end s , ab il i t y t o c o m pe t e e f fe c t iv e ly and ab il i t y t o m anage gro w t h ; t h e nu m ber o f rede m p ti o n reque s t s m ade b y T DAC ’ s pub lic s t o c k ho l der s and t h e ab il i t y o f T DAC or t h e c o m b i n ed c o m pan y t o iss u e equ it y or equ it y - li n k e d s e c u r iti e s i n c o nne c t i o n wit h the P o t e n ti a l B u si n e s s C o m b i n a ti o n or i n the f u t u re ; and t h o s e f a c t or s d isc u s s ed i n do c u m en t s o f T DAC fil e d , or t o be fil e d , wit h t h e U . S. S e c u r iti e s and Exc h ange C o m m issi o n ( “ S E C ” ) . I f an y o f t h e s e r isk s m a t e r i a liz e or our a s s u m p ti o n s pro v e i n c o rre c t , a c t ua l re s u lt s c o u l d d if f er m a t e r i a lly f ro m t h e re s u lt s i m p li e d b y t h e s e f o r w a rd - l o o ki n g s t a t e m en t s . T here m a y be add iti o na l r isk s t h a t ne it h er T DAC nor t h e C o m pan y pre s e n tl y k n o w o f or t h a t T DAC and t he C o m pan y c u rren tl y be li e v e are i m m a t e r i a l t h a t c o u l d a ls o c a u s e a c t ua l re s u lt s t o d if f er f r o m t h o s e c o n t a i n ed i n t h e f o r w a r d - l oo ki n g s t a t e m en t s . I n add iti o n , f o r w a r d - l o o ki n g s t a t e m en t s re fl e c t T DAC ’ s and t h e C o m pan y ’ s e x p e c t a ti o n s , p l a n s or f o re c a s t s o f f u t u re e v e n t s and vi e w s a s o f t h e da t e o f t h is pre s e n t a ti o n . T DAC and t h e C o m pan y an ti c i p a t e t h a t s u b s e quen t e v e n t s and de v e l o p m en t s will c a u s e T D A C ’ s and t h e C o m pan y ’ s a s s e s s m en t s t o c h ange.

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4 Additiona l Di s cl o sur es U s e o f D a ta T h is pre s e n t a ti o n a ls o c on t a i n s e s t i m a t e s and o t h er s t a ti s ti c a l da t a m ade b y i n dependen t par ti e s and b y t h e C o m pan y re l a ti n g t o c o m pe ti t or s , c u s t o m er s , s u pp li e r s , par t n er s , m ar k e t par ti c i p an t s , t h i r d - par t y t e c h no l o g i e s , m ar k e t siz e a nd gro w t h and o t h er i n d u s t r y da t a . T he s e da t a i n v o lv e a nu m ber o f a s s u m p ti o n s and li m it a ti o n s , and y o u are c a u ti o ned no t t o g iv e undue w e i g h t t o s u c h e s t i m a t e s . T he C o m pan y and T DAC ha v e no t i ndependent l y v er i f i ed the s ta t i s t i c a l and other i ndu s tr y data generated b y i ndependent part i e s and c onta i ned i n th i s pre s enta t i on and , a c c ord i n g ly , c a nno t guaran t e e t h e i r a c c ura c y or c o m p l e t e ne s s . S u c h i n f o r m a ti o n m a y no t be d i r e c t ly c o m parab l e a c r o s s c o m pan i e s due t o d if f eren c e s i n d e fi n iti o n s , m e t h odo l o g i e s , t e s t i n g c o nd iti o n s , repor ti n g per i o d s , produ c t c o n fi g ura ti o n s and o t h e r f a c t or s. Im p o r ta n t I n f o r m at i o n f o r I n vest o r s a nd S h a r e ho l d e rs T DAC and t h e C o m pan y and t h e i r re s p e c t iv e d i r e c t or s and e x e c u ti v e o f f ic e r s and o t h er m e m ber s o f m anage m en t and e m p l o y e e s , un d er S E C ru l e s , m a y be dee m ed t o be par ti c i p an t s i n the s o licit a ti o n o f pro xi e s o f T DAC s t o c k ho l d er s i n c onne c t i o n wit h t h e P o t e n t i a l B u si n e s s C o m b i n a ti o n . I n v e s t or s and s e c u r it y ho l d er s m a y ob t a i n m ore de t a il e d i n f o r m a ti o n regard i n g t h e na m e s and i n t e re s t s o f T DAC ’ s d i r e c t or s and o f f ic e r s i n the P o t e n ti a l B u si n e s s C o m b i n a ti o n i n T DAC ’ s fili ng s wit h t h e S E C , i n cl u d i n g T DAC ’ s reg is t ra ti o n s t a t e m en t on F or m S - 1 , w h ic h w a s de cl a red e ff e c t iv e b y t he SEC on D e c e m ber 23 , 2024 . I n f or m a t i on regard i ng t he per s o n s w h o m a y , under SEC ru l e s , be dee m e d p a r t ici p an t s i n t he s o lici t a t i on o f pro xi e s t o T DA C ’ s s to c k ho l der s i n c o nne c t i on wi t h t he P o t en t i a l B u si n e s s C o m b i na t i on will b e s e t f or t h i n t he pro x y s t a t e m en t f o r t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n , w h ic h is e x p e c t ed t o be fil e d b y T DAC wit h t h e S E C. T h is pre s e n t a ti o n is no t a s u b s t it u t e f o r t h e reg is t ra ti o n s t a t e m en t or f o r an y o t h er do c u m en t t h a t t h e C o m pan y and T DAC ha ve f il e d and will fil e wit h the S E C i n c onne c t i o n wit h t h e P o t e n ti a l B u si n e s s C o m b i n a ti o n. I N V E S T O RS AND S E CUR I T Y H OL DER S AR E UR G ED T O R E A D T HE D O CU M EN T S F I L ED WI T H T HE S E C CAR E F U L L Y AND I N T HEIR EN T I R E T Y WHEN T HE Y B EC O M E A V AI L A B L E B E CAU S E T HE Y WI L L C O N T AIN I M POR T AN T I N F O R M A T I O N . I N V E S T O RS AND S E CUR I T Y H OL DER S M A Y O B T AIN F RE E C O PIE S O F O T HER D O CU M EN T S F I L ED WI T H T HE S E C B Y T DAC A T H TT P:/ / WWW.S E C . GO V . I N V E S TM E N T I N AN Y S E CUR I T IES DE S CR I B E D HER E I N HA S N O T B E EN A P PROVED O R D I S A P P R O V E D BY T HE S E C O R AN Y O T HER REGU L A T O RY AU T H O R I T Y N O R HA S ANY REGU L A T O RY AU T H O R I T Y P A S S ED UPON O R ENDO R S E D T HE M ERI T S O F T HE O FF ERIN G O R T HE ACCURAC Y O R AD E Q UAC Y O F T HE I N F O R M A T I O N C O N T AINED HER E I N . AN Y RE P RE S EN T A T I O N T O T HE C O N T RAR Y IS A CR I M I N A L O F F E N S E . T H I S PR E S E N T A T I O N D O E S N O T C O NS T I T U T E AN O FF ER O R SO L I C I T A T I O N O F ANY S E CUR I T IES. T DAC WI L L M A K E AN Y O FF ER T O SE L L S E CUR I T IES O N L Y PUR S UAN T T O A DE F I N I T IVE SU B SCRIP T I O N AGREE M E N T , AND T DAC AND T H E C O M P A NY RE S ER V E T HE R I G H T T O W I T HDRAW O R A M END F O R AN Y RE A SON AN Y O FF ERIN G AND T O REJEC T AN Y SU B SCRIP T I O N AGREE M E N T I N WH O L E O R I N P A R T F O R AN Y R E A SON.

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5 Pres e nters M i c h a e l B. Hoffm an C h a irm a n and CEO B e n L ee C FO V in c e n t Y a ng F ounde r , CEO & C TO • Ov e r 28 y e a rs in t h e l i t h ium b a t te ry in d u stry and the inv e n t o r o f 1 , 0 00 + wor l d w i de pa t e n ts in t h e s o l i d - st a t e ba t te ry s pa ce • P la n t D i rec t o r o f Day u a n P la n t and Di r e ct o r o f R&D D e p t . , F o xc onn A d v an c ed T e c hno lo gy • D i r e ct o r , P o l y m e r Ba t te r y D i v i s io n , U lt r a - l i f e T a i w an • B . S . and M. S . , C he m ical E ng in e e r i ng & M a t e r i a ls S cie n c e and E ng in e e r i ng , Na t io n a l T a i w an Univ e rs i ty • F o r m e r P a rt n e r a t R i v e rst o ne Hol d in g s ($ 3 7 B fund m anage r ) ; C o - He a d o f Re n e wa b le and P o wer S tr a t e g ies pe rso n a l l y o v e rse e in g ~ $ 7 B i n equ ity c o mm it m en ts • Led la n d m a rk e ne rgy inv e stme n ts incl ud in g T a le n E ne rgy (~$ 4 00 M → ~ $ 18 B ) a nd P a t te rn E ne rgy (~$ 1 B → ~ $ 20 B ), de m on str a ti ng a p rov e n tr a ck rec o rd o f ene rgy v a lu e cre a ti on a t sc a le • S en ior M anag in g Di r e ct o r & H ead o f M & A a t T h e B lacks tone Gr o up f o r 1 5 y e a rs; s e rve d on P r i v a t e E qu ity I n v e stme n t Com m itt e e a nd E x e c u tiv e Com m itt ee A vi Das CFO • Ne a r l y 20 y e a rs o f fi nan cin g e x pe r i en c e , incl ud in g work i ng wit h M r . Ho f fm a n o n 3 p r i o r S P A Cs and a t R i v e rst o ne • S t a rt e d h is c a re e r a s an i n v e stme n t ban k e r a t G o ldma n S a c hs • 20 + y ea rs o f e x pe r i en c e in fi nan c e and a cc oun ti ng , incl ud in g le a de rshi p rol e s and pub l i c o f f e r i ng s w i t h C anad ia n S o lar and Y u m ! B ra n ds

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6 Tra n sactio n Summ a ry F u n d in g s u p p orts Pro L o g ium ’ s ma n uf a ct u r in g e x p a n s io n o u tsid e T aiw a n a n d G e n 4 b a t t ery c o mm e r cializ a t i o n ; In i t i al p h a s e of D u n k i r k, Fran c e facto r y s u p p or t s > 4 GWh/y r of 4 t h Ge n erat i o n S o l i d - State b a t t ery p r o d u c t i o n P r e - Money Enter p ri s e Val u ation ( 1) Co m p e l l i n g v a l u a t i o n i n l i g h t of Pro L o g i u m ’ s n e x t - g e n e ra t i o n b a tt e r y t e c h n o l o g y , m a n u f act u ri n g tr a ck recor d , a n d c o m m erci a l tr a c t i on TAR G ET G R OSS P ROCEEDS Wi l l s e e k t o b e f u n d e d by a c o m b i n a t i o n o f a n t i c i p a t e d PIPE pr o c e e ds a n d TDAC c ash i n tr u s t at the c l o s e of the tra n s a c t i on ~$3.8B ~$300M ( 1 ) P r e - M on e y E qu i ty V a l u a t i o n o f ~ $ 3 . 9 B ad j u s t ed f o r $100 M i n ne t c a s h on P r oL o g i u m ba l a n c e s he e t. S ee page 38 f o r de t a i l s.

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7 ProL o gium has b een a Glo b a l Leader in SSB De s ign a n d M a nuf a cturi n g since 2006 The F i rs t Soli d - St a t e Bat t e ry ( “ SSB ” ) C o mpan y t o Ac h i e v e C o m m e rcia l - Scale Cell P r oduc t ion (20 1 3) and Ap p roach Gi g awat t - hour Scale P r oduc t ion Capacity (20 2 7) The F i rst Solid Stat e Battery D e mo Car in 20 19 D e sig n e d A Battery with zero Thermal Ru n away ris k with Gen 4 T e chno l ogy La r ges t Patent Po r tfol i o A mong P u r e - P l ay SS B Manu f acture rs Awarde d the EU ’ s la r gest subsidy to a fo r eign Battery D e v e lo p er (u p t o ~€ 1 .4 B ) to drive European E x pa n sion in Dun k ir k , F ra n c e ( 1) ~$690 M Raised to Dat e f r om I n stitutional and Strategic Pa r ti es ( 1 ) S ee page 45 f o r de t a i l s.

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8 ProL o gium is adva n cin g the next generatio n of batteries B a tt e ri e s h a v e b e c o m e o n e o f t h e m ost c rit i c a l s tr a t e g i c as s e t s u n d e rp i n n i n g t h e m o d er n eco n o m y , as t h e wor l d u n d e rg o es a onc e - i n - a - g e n e ra t i o n tr a nsf o rm a t i o n dr i v e n by e l ectri f icat i o n , e n er g y tr a nsit i o n , a n d AI i n fr a s tr u c t u re e xp a n sion B u t f o r t h e p a s t 4 0 y e a r s , h i g h er e n er g y d e nsity i n evit a b l y i n c re a s es t h er m a l ru n aw a y ris k B o t h c urr e n t l i q u i d , s o l i d - l i q u i d or a l l - s o l i d - s t a t e s o l u t i o ns re m a i n a c o m pr o m ise b e twe e n s a f e t y , e n er g y d e nsit y , p e rf o rm a nce , a n d c ost Batteri e s are Str a t e gic In f rastruc t ure Both liquid & S o lid a re trapped by trad e - of fs Not an o t h er s o l i d - s t a t e b a tt e r y – t h e 4 t h g e n e ra t i o n Pro L o g i um b a tt e r y re p rese n ts t h e s a f est s o l i d - s t a t e b a tt e r y ever d e v e l o p ed ProLo g iu m Gen 4 co m bi n e s • Z e ro t h er m a l ru n aw a y ris k • Hi g h en e rgy d e nsity • B a l a nce d e l ectrica l p e rf o rm a nce • M anu f a ctur i ng kn o w - how • Cost co m p e t i t i v e n ess in a sin g l e s o lut i on Gen 4 c h a nges that

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9 ProL o gium ’ s techno l ogy addre s se s Customers ’ Requir e ments P R O B L E M T R A D I T I O N A L L I - I O N G E N 4 S O L U T I O N K E Y P R O L O G I U M P L A T F O R M A D V A N T A G E ZERO Therma l runa w ay Varia b le Therma l runa w ay N o n - flam m ab l e so l i d electrolyte + 10 0 % ceramic se p a rator + Ac t iv e Safety Mec h an ism (ASM) T he rma l r una w a y risk re d u ces adop tio n and use cas e s i n hi g h - safety mark e ts → 360 – 470 W h/ kg 265 – 300 Wh/kg En a b l e s 500 + mi l e EV r a nge , e V T O L vi a b i l it y , and li g h ter pa cks a cross ro b o tics and a e ros p a ce En e rgy d e n sity i n su f fici e n t for ne cess a ry p ro d u c t a dop tio n o r w e i g h t re q u ir e me n ts → 4.6 – 6.4 mins F r om 5 % to 60 – 80 % S oC 20 - 45 mi ns F r om 5 % to 6 0 – 80 % S oC C h a rg i ng sp e ed s app ro a ch i ng ga so l i n e p a rity un l o ck ing h ighe r u ti l i z a ti on f o r e l e ctric v e h i c l e s & r obo tics C h a rg e times cre a tes co n sum e r fricti o n a n d i n frastr u ctur e stra i n → pro v e n his t or y of Manufactu r in g G i ga - le v e l pro d uct i on Unsolv e d C h al l e n ges C onf l i c t s bet w een mat e ria l and c e l l sys tem nature Pro d u c t i o n s i n ce 2 0 13 and >1 0 ye a rs o f ma n u facturi n g e xp e r t is e bu i l t thro u gh 3 g ene rati o n s o f p ro d u c t i o n l i ne s (> 8 00 k c e l l s sh i pped f r o m g i g a f a ctory s i n c e 2 0 24) N o n e x t g ene rati o n ba t t e ry ha s been p rov e n w i th m anu factura b i l ity a t sca l e o r d e l i v e r c o mm e rc i a l pe rform a n ce → Lo w - c o s t ma t e r ia l & s t r e am l ined pro c ess R a r e ma t e r ia l & pro c ess c o mp l exity Pro p ri e tary e l e c t ro l y t e with n o rar e mater i a ls + r edu ce d p ro d u c t i o n s t ep s = l o w e r C a p Ex + O p Ex un it costs H i gh c o s t s h i n de r th e comm e rci a l i zati o n o f ne x t g ene rati o n ba t t e ri es → P R O B L E M C U R R E N T S O L I D S T A T E G E N 4 S O L U T I O N K E Y P R O L O G I U M P L A T F O R M A D V A N T A G E

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10 I. The Company

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11 ProL o gium is defining the path to sca l a b le nex t - ge n b a tter i es OVERV I EW KE Y HIG H L I GHTS N e x t - Gen Bat t e ry G en 4: Superflu i d i z ed ( S o l i d - S tate 2.0) Op e rational Gigafac t ory Tao y uan, Taiwan € 1 .4B F r e nch G o vernm e n t S ubsidy D un k ir k G i g afa c tory Ba l anced S olutions 5 - P i l l a r Frame w ork Wor l d - cla ss Cu s t ome rs G l o ba l E nterpri s es Global Part n e r N e t work Indu s tria l and R & D P artners T o p - t ie r S t rategic Bac ke rs S erie s E In v e s tors In P at e nts YE 2 0 2 5 P at e nts Y ea rs o f B a t te ry Dev e lo p m ent YE 2025 P a t e n ts $ M U S D Rais ed t o D a te E m p loy e e s Cells Delivere d t o G lo b a l C l ie n ts S inc e 2013 A u t o m o tiv e S a m p les Delivered C o s t a nd S ca l a b i l i ty D e n s i ty P e r fo r m a n ce S a f e ty M a nuf a c tu r i ng T r ack R ec o rd Fas t C ha r g i ng F r o m 5 t o 80 % a t 5C - 20 ° C P e r f o r m a nce R e t en t i on I n d u st ry - l e a d i ng PATENTS 70 % A c t iv e P atents

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12 Underpinned by a Patent Portfo l io that Provide s industr y - leading sca l e & coverage ~30% CAGR i n Pr o Lo g i um ’ s P a t e n t Po r tf ol i o Pro L og i u m L ea d s i n T o tal Pat e n t Sc a le & Qu a l i ty ( N orma l i z ed to 100 %) 17 % o f Pro L og i u m ’ s Pat e n t A r e Rank e d A ( 1) 100% 50% 26% 22% 20% A c t iv e p a t e n t : 70% A c t iv e P a t e n t % T ot a l P at e nt 31 600 1 , 0 52 1 , 2 5 0* 2 0 1 2 2 0 2 2 2 0 2 5 2 0 26 C A TL BYD L G C hem S am s ung P roLo g i u m 17% 13% 12% 8% 4% * P l a nne d b y t he end o f 2026. ( 1 ) B a s ed on v a l u e m e tr i c s i n c l u d i n g c o mm e r c i a l i z a t i o n a c t i o nab i l i ty , m a r k e t c ond i t i o n s and i n du s tr i a l po s i t i o n i n g o f t he i n v en t i o n b y 3 r d pa rt y pa t en t p l a tf o r m i n 2023.

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13 ProL o gium ’ s Pl a n to Sca l e Glo b a l ly fro m fou n datio n in Taiwan 1 s t F a c t o ry T a o y u a n, T a i wan  T ao ke F a ct o ry  SSB G ig a f a ct o ry  (O p e ra t in g) 2 nd Fa c t ory Du n k i r k , Fr a n ce  2nd SSB Gi ga f a ct o ry  ( U nde r Co n str u cti on) Fur t h e r E x p a n s ion T a o k e G i g a fa c tor y: • T h e w o r l d ’ s 1s t S S B gig a fa c t o ry • 2025 P ro d u cti on Ca p a cit y : 0 . 5 GWh • 2030 E P ro d u cti on Ca p a city: > 1 . 0 GWh • M ax D es ign C a p a c it y : 3 . 0 GWh A P AC Du n k i r k G ig a fa c t o r y : • S tr o ng g o v e rnme n t s uppo rt • T a rg e ti ng c o mm e rc i a l ope ra t io n s b y YE 2029 • 2030 E P ro d u cti on Ca p a city: 4 . 0 GWh • M ax D es ign C a p a c it y : 4 4 . 0 GWh E u r ope US E x p a n s ion : • I n itia ted d iscussi on s w i t h U. S . and C anad ia n go v e rnme n t agen cies • Co n du cti ng sit e s e lec t io n a cross m u ltipl e U. S . st a t es • I n lay s upp ly fr o m A sia / E U; P a rt n e r a ss e m b ly in U. S. N o r th A me r ica

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14 Phased M a ss Production Ro a dmap N o t e : A n t i c i p a t ed p r odu c t i o n c ap a c i t i e s a r e m anag e m en t e s t im a t e s and a r e s ub j e c t t o c hang e due t o a v a i l ab l e f i n an c i n g and o t h e r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. A c c u mula t iv e Prod u ction C a pa c i t y (GWH) 2030 E 1 .05 4 2029 E 0 .75 0 .8 0 .55 2027E 2024A 2017A 2013A 2031 E 1 .05 4 2032 E 12 0 .05 0 .01 2 .05 T a i w an F r an ce 0 .8 2013 0.01 G WH TAI W AN: Up to 3 G W H FRAN C E : up to 44 G WH 2026 2024 G roun d - B reak i ng E v ent French Proje c ts C om m en c ed 2017 0.05 G WH 2024 0.55 G WH 2027 0.80 G WH 2029 0.80 G WH 2030 1.05 G WH 2031 1.05G WH 2032 2.05 G WH 2029 0.75 G WH 2030 4.00 G WH 2031 4.00G WH 2032 12.00 G WH

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15 Sca l e - up in M a nuf a cturing m a tched to M a rket Targeting P ortabl e Ac c ess ori e s , W ea r a bles S e m i c on d u c t o r , AG V , A u t om ot i ve P r e m i um V e hi c le M a r ke ts E m e rging M a r ke ts Proven Market A d option Pr e pared f o r Next st a g e o f g rowth 200 6 202 5 2030+ Flexibl e L it h ium Cer a m ic B a t te ry P ou c h L it h ium Cer a m ic B a t te ry P ou c h L it h ium Cer a m ic B a t te ry La rg e L it h ium Cer a m ic B a t te ry C e l l S i ze S ma l l S i z e , ~3 0 Ah L a r g e Si z e , ~1 0 0 Ah A e r o s pa c e D a t a C en t e r ESS R obo t i cs

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16 II. Market Perspective & Commercialization

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17 Tractio n A c ross The Battery Ecosyst e m | a Focus o n High Growth Emerging M a rkets N o t e : A l l t a r ge t m a r k e t s a r e s uppo rt e d b y s e c u r ed c u s t o m e r c o mm i t m en t s ( M o U / L O I/ P O / DA ). ( 1 ) R ep r e s e n t s C o m pa n y ’ s t a r ge t ed b r ea k d o w n o f 2032 r e v enu e b y c u s t o m e r m a r k e t s eg m e n t. E m e rg i ng Mar ket ma i n s tr e am Mar ket Mark e t S egments Rob o ti c s Dat a C e n t e r ESS A e rospa ce Def e n se C U S T OME R S w i t h P O S /MO U S (P R) P a sse n g e r E Vs ( L u x u r y , e x e c u t i v e & m a ss m a r k e t) Comm e r c i a l V e hi c l es C o n s t ructio n V e hic l e s M o t orbi k es / E - Bi k es Target Cu s tomer Mar k et by Revenue (1) 25 + C u s t ome rs 14+ O E M S 8+ T I E R 1 BEV - Lu x ury BEV - E x e c ut i ve BEV - Ma ss C om m erc i a l V ehi c les 2 - 3 Wheelers O f f - R oad V eh i c l es A eros p a ce R obot i cs D ata C enter ESS D efen se O thers N o n - EV Markets ~50% EV Markets ~50%

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18 ProL o gium ’ s Techno l ogy addre s se s the d e m a nds of Premium Mar k et Segments S ou r c e : P r e m i um A u t o m o t i v e : U l t r a - Fa s t EV B a tt e r i e s M a r k e t - S tr a t eg i c I n s i g h t s and Fo r e c a s t s ( 202 5 - 2 030 ) ( K no w l e d ge S o u r c i n g I n t e l l i g en c e ), A e r o s p a c e a n d D e f en s e B a tt e r y M a r k e t C u rr e n t T r en d s A na l y s i s 2026 t o 2035 (I n s i g h t a c e A na l y t i c ), H u m an o i d R obo t B a t t e r y N a v i g a t i n g D y na m i c s C o m p r e he n s i v e A n a l y s i s and Fo r e c a s t s 202 5 - 203 3 ( M a r k e t R epo rt A na l y t i c s ), D a t a C en t e r B a tt e r y M a r k e t ( 2026 - 2033 ) ( G r a n d V i e w R e s ea r c h ), E l e c tr i c V eh i c l e B a tt e r y M a r k e t ( 2025 - 2030 ) ( G r a n d V i e w R e s ea r c h ). P r e m i um Au t omo t i ve Ae r o s p a ce & D e fen se Ro b o t i cs Dat a C e n t e r ESS M ass M a r k e t Au t omo t i ve T A R G E T S E G M E N T 2030 E T AM ( $ B) Hig h volta g e p o w e r & e n erg y d e n s i t y wi t h o ut n e e d for p r e s s u r e ma n a g em e nt S a fest b a t t ery tec h n o lo g y for mis s io n - cr i t i c a l a p plic a t i o ns E x te n d e d o p eration a l l i fe w i th o ut s a cr i f i cin g w e ig h t or p o w er S a fest b a t t ery tec h n o lo g y for c ol o c a t i o n wi t h hig h - v a lue c o mp u te P u r s u in g r ol l - o u t p r o c e s s o v er t i me; i n c r e a s e d pro d u c t i o n c a p a city wi l l c r e a te o p p o r tu n i t y to target at s c ale in th e future ~$17 ~$15 ~$15 ~$5 ~$199 1 1% 8% 39% 7% 22% T h e A d v a n t a ge R e l a t i v e Pr o d u c t ’ 2 5 - 30 E T AM C A G R G r o ss M a r g in F u ture N e ar - T erm Mark e ts

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19 Mark e t S egment Opportunity Gen 4 vs tradi t ional L i - ion P r em i um S e gmen t EVs Prem i u m pa sse n ge r app l i cati o n s bene fi t f rom e x t ended ra n ge , fast e r c ha r g i n g , and co l d - w ea th e r pe rform a n ce +20 - 55% Dr i v i ng Range 6 Min Charg e T i me Ae r o s p a ce St r i n gen t w e i g h t and v o l u me co n s t ra i n t s , and zer o - tol e ra n ce safety s t anda rds. SSB is t he id e a l o p tio n and c ritic a l e n ab l er - 30 - 50% Weight 800 + KM D i s t ance De f e n se Saf e t y , h i g h e ne rgy den sit y , h i g h p ress u re ope rati n g pe r f o rma n ce, non - PR C s upp ly ch a in +20 - 30% Mi ss i on T ime No n - PRC Su p p ly Chain Robo t i cs Saf e t y a nd lo n ge r ope rati n g time enab l e d by hi g h ene rgy d e n sity be com e ga tin g f a c t o rs to s c a l e m a j o r u se cas es +40 - 55% Work i ng T ime 6 Min Charge T ime Da t a Cen t e r ESS Sp a ce l i mits , f a s t - d isc h a rg e , h i g h - po w e r need s , and el e vate d o n - rack safety re q u ir e me n t s i n Data ce n ter app l i cati o n s boo s t SSB adop tion +2 - 5x P o wer d e nsity - 10 - 20% He a t Genera t i on Deliv e ring Sup e rior Perform a n c e for Customers N o t e : R ang e i n c l u d e s G en 4 and G en 4 + e x pe c t ed pe rf o r m a n c e v e r s u s tr ad i t i o na l L i - i o n.

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20 En a bli n g part n ersh i ps to a c celerate co m mercia l iz a ti o n & expa n sion M a t e r i a l C e ll / M o du l e / P ac k A pp li ca ti on M a r ket S e lec t P a rt n e rshi ps P ro L og ium ’ s P a t e n ts f o r P a rt n e rship Colla b o ra t ion M odel P ro p r i e t a ry m a t e r i a l / c o m ponen t reci p e o f G e n 4 te c hno lo g y ( i.e . , e lectro d e m a t e r ials, e lectrolyte) Cell a ss e m b ly m anu f a ct u r i ng t e ch n o lo g y w ith Pro L og iu m I n lay I n l ay P o uch c ell Nex t - gene ra t io n m ob i l ity / ene rgy solu t io n s f e a t u r in g Pro L og iu m cells S upe r fluidiz e d All Inorg a ni c S ol i d - S tate Li t hium C e r a mi c Bat t e ry In l ay Pro p r iet a r y I n lay str u ct u re p rovi d e s P ro L og ium w i t h fl e xibil i ty t o lice n s e , s e l l , bu i l t c apa city w i t h v a lu e c ha in pa rt n e rs t o re d u c e c o st and incr e a s e rev e nue. P a rt n e r P ro L og ium M a t e r i a l S a les L ice n se P ro L og ium Cell and I n lay S a les , L ice n sing P a rt n er Nex t Genera t i on Ba t t ery Valu e Ch a in N o t e : A l l tr ade m a r ks , l o go s , and b r an d n a m e s u s ed i n t h i s do c u m e n t a r e t he p r ope rt y o f t he i r r e s pe c t i v e o w ne r s . The y a r e u s e d f o r i d en t i f i c a t i o n pu r p o s e s on l y and do no t im p l y an y a ff i l i a t i o n , pa rt ne r s h i p , o r endo r s e m en t be t w ee n t he tr ade m a r k o w ne r s an d P r oL o g i u m.

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21 C a se Stu d y: Supplying B a tter i es as B a c k up Units for AI D at a Centers Strategic Pa r tner Oppor t unity A s a le a d in g p rovi d e r o f s m a rt m ob i l e ene rgy st o ra g e s o lu t io n s, Darf o n E ne rgy s pe cializes in p ro d u cin g h ig h - pe rf o r m an c e ba t te ry pa cks and i n t e l l ig e n t ene rgy st o ra g e t e c hno lo g ies . B a ck ed b y 25 + y ea rs o f e lec t ro n ics he r i t a ge , it c o l l abo ra t e s wit h N V ID I A a nd in d u str y pa r t n e r s t o scal e A I a pp l i ca t io n s. It s g lo b a l ope r a tio n s sp a n J apan , S ou t h K o re a , t h e Unit e d S t a t e s, and E u ro p e. High As s e t V a lu e & Down t i m e Ri sk A I s e rvers a r e c o stly, a n d o u t a g e s c a u s e s e v e r e o p e ra t i o na l a n d fi n a n cial loss e s. G P U P ow e r Co n s ump t ion S urge E x p on e n ti a l g rowt h in G P U p o wer d e m a n d s ( ~ 1 , 0 00 W in 2 0 2 5 ) is s t r a ini ng p o w e r a n d c o o l i n g sys t e m s. BB U S p a c e Con s tra i nts H i g h - p o wer G P Us, c oo l i n g , a n d p o wer syst e m s a re sq u e e z i n g a vaila b l e B BU s p a c e . C y b e r s e c ur i ty Ch a l l e ng es Na t i o na l s e c u r i ty a n d p o l i cy re q u i r e m e n ts de m a nd a sec u r e s u p p l y c h a in. Bottlenecks So l utions E x t r e m e S a fet y & Optim a l Ru n ti me (P a ck M a k e r) ( C e l l M a k e r) A Leading U.S. Multinational Semicond u ctor Company ZE RO 140% T H E RMA L R U N A W AY 0 1 02 0 3 04 S m a l l e r Bat t e r y & Low e r He a t G e n e r a t ion Tr a n s i e n t Hig h - P ow er S up p ort 15C UP TO H IG H R A T E DI S C H A R GE LOW T H E RMAL G E N E R A T ION E x - P R C S up p l y Cha in TAI W AN FRANCE H Q / GIG A F AC T O RY R & D C E N T ER GIGA F A C T ORY R & D C E N T ER |

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22 C a se Stu d y: Solvin g Bottle n ecks in nex t - generatio n Rob o tics Strategic Pa r tner Op p ortunity S p a ce & W e ight Cha l l e nge Du e t o co n str a in e d for m fa c tor s , ba t t e ri e s mu s t d e li v er hi g h e ne r gy de n s i t y whil e mai n ta i n i ng lo w wei g h t. High C o n t i n uo u s & Pul s e D i s c h a rge Mul t i - joi n t o pe r ati o n r e qu i r e s 5C co n ti n u o u s dis c ha r g e; su d de n mo v em e n ts de m a nd 10 C p u ls e dis c ha r g e for tor q ue an d b al a n c e. T u rn o v e r R a t e & Lo n g Dur a tion Hig h d eg r ee s of fre e do m (D o F) le a d t o hi g h p o wer co n su m p t io n , re q uiri n g fa s t - ch a rg i n g ca p ab i lity to su p po r t lo n g e r o n - sit e o pe r ati o n. P o t e n t i a l S a f e t y H a z a rds B a tt e rie s for hu m an o id ro b o ts (me d i c a l/ h o u s e h o ld us e ), d ee p te c h, an d milit a ries re q uir e de f e n s e - gr a d e sa f et y st a n d ar d s. Bottlenecks Sol u tions 01 02 03 04 W o r ld ’ s La r gest S emicond u cto r Fo u nd ry C e r tificatio ns U L 2271 U L 2280 S H O CK & EXPL O S I O N P R OOF H I G H T H E R M AL CA P A B I LI TY 13% H I G H E R T H AN TESL A ’ S 2 . 3 K WH G r eat C a p a c i t y & P e r fo r mance Wi d e O pe r ating Wi n dow 5C/10C D I S C HAR GE CA P A B I LI TY - 30 to 6 0 ° C TEMP RAN GE 380+ W H / KG A T C ELL LEV EL Cell M a k er Dow n str e am E nd Us er P a ck Mak er H i g h Tu r nove r & Lo n ge r U ptime +55% 6.4 A G A I N ST G E N E R A L U PT I ME M I N S F OR 5 - 80 % SOC F A S T CHAR GI N G G e opo l i tic a l He d g ing E n s u r i ng E U/U S re g u la to ry c o m p l i an c e t o re d u c e s upp l y - c ha in r i sk M ids t re am OEM Founded in 1971, Delta Electronic s is a global leader in power and thermal mana g eme n t. It focuses on hig h - eff i ci e n c y en e rgy sol u tio n s an d collabora t es wit h NV I DI A an d to p 5 gl o ba l ro b oti c s in d us t ry pa r tn e rs to sc a le up AI ap p lica t i o n s . Wit h its sm a rt po w er sys t em s , Del t a El e ctr o ni c s pl a ys a ke y rol e in th e gl o ba l hum a no i d ro b oti c s su p ply ch a i n . Its gl o ba l f o o t p r i n t i n cl u d e s o p e r a t i o n s i n J a p a n , S i n g a p o r e , t h e U . S . , a n d E u r o p e.

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23 C a se Stu d y: Aerosp a ce app l icatio n s with lighter, d u ra b le, a n d highe r - performi m g b a tter i es Aerial v e hic l es / drones AIRC R AFT SATELLITE • Lo n g Ch a rgi n g Do w nti m e: Disrupts logistic s and operation a l efficien cy • Po o r En v iro n m e nta l Ad a pta b ilit y : P e rfor m an c e de g ra d es un d er ex t rem e temperat u r e s ( 4 5 ° C) • Un a bl e to F ind Ab s olu t e S af e ty: NO thermal runaway by ARC Testing proof • Low Energy Density : Long - ra n ge or h ea v y - p a y l oa d mis s io n s re q uir e lar g e ba t ter y pa c ks, limiti n g us a bl e ca b in sp a ce • Thermal Safety Control: Hig h - en e rgy avi a tio n ba t teri e s ar e pr o ne to thermal runaway • Thermal & Vibration Vacuum: No ba t ter y ha s be e n ab l e to reli a bly op e rat e in va c uu m en v iro n m en t s whil e wit h st a nd i n g ex t rem e temperat u r e fluctuatio n s and maintain i n g stable pe r for m an c e un d er pr o lo n ge d vibr a tio n an d me c ha n i c a l str e ss t h e w or l d 's l a r g e s t AME R I C AN o n l ine r e t ai l er an Ame r i c an ae r ospac e ma n u f a ct u r e r an d space G I ANT S ol u t io ns V e r ified by U L S olu t ions ZERO THERMAL RU N AWAY E nd o r s e d b y P r o f e s si o n al T h i r d P a r ty |

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24 C a se Stu d y: Energy solutio n s for def e nse app l icatio ns B o mb Re m ov a l Ro b ot Handheld Radio P o w e r V e st Sub m a r ine A Frenc h - regi s t ere d h is tori c a l s upp l i e r to the French M i n is try of D efen s e, the M i n is try of the Inter i or, and N A TO Defe n se te ch E x p l orin g a s upp l y c ontra c t w i t h a U . S . defen s e te c hno l og y company, del i vering cutt i n g - edge c apab i l i t i e s to m i l i tary c ontra c tors H i gh Co n tin u ou s & Pu l se D i sch a rge Bu l l e t R e sista n t & Exp l o si o n P r oof G eopo l i tica l ly Se n sitiv e Ori g i n s Exc l uded Sol u tio ns H i gh En e rgy D e n sity N e ede d Ex t rem e Safety R e qu ir e d W i d e T e mp e ratur e Ad a p ta b i l ity G r eat S pecific E ne r gy 380+ W H / K G A T C E L L L EVEL P r essu r e R esistance 750 BAR U l t imate S afety ZERO T H E R M A L RUNA W AY C o nti n uo u s & H igh - R a t e D ischar ge 5C / 10C D IS C HAR GE CA P A B I L I TY Wi d e O pe r atin g Wi n dow - 30 to 6 0 ° C ProLogium ha s be e n f ocused o n Def e n s e & security si n c e 2017. Pos t - S ho o tin g Test VO L T A GE 4.2V R E M A I N S AT N o n - P R C S u pply C hain Tai w an/Franc e GIGA F AC T O RY R&D C E N T ER

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25 III. Technol o gy & Capabilities

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26 The path toward Nex t - Generatio n b a tter i es C e ll C he m ical Sy s t em C e ll E n g i n e e rin g Sy s t e m: Scalab l e Man u fact u r abi l i ty P roc e s s : S i m p le de sign F a c i l i ty Re q u i r e me n t : L o w d r y - r oo m r equ i r e m ent S i l ico n A node L i Me t a l / A nod e - Le ss F a st Ch a r g in g : ≤ 5 – 8 . 5 m ins ( 5 - 80 % ) @ 400V Hig h P o w e r: ≥10 C – 15 C Lo w te mp : ≥ 90 % R T Re ten ti on @ - 20 ° C R e asonab l e C o st Hi g h e n e r gy densi ty Hi g h El e ct r ical Pe r formanc e Hi g h Sa f ety N o the r m a l r una way in A R C t e st fr o m ro o m t e mp e r a t u r e to 30 0 – 500 ° C R a r e - m e t a l - fr e e B OM + Gi ga sc a le M anu f a ct u r i ng + S i m p l i fi e d P a ck Desi gn C r e a t e a R el i able C e l l M an u fac t u ri ng Pl at fo rm ( N ew U n i ver s e) for t he n e w C e ll Chem i cal S y s t em Cell M an u fac t u ri ng Pl at fo rm ( N ew U n i vers e ) t ha t Su p p ort s t he Com m erc i aliza t i o n of t he New cell chem i cal s y s t em No T ra d e - off b e t w e e n E l e c t r i cal P e r f orman c e w i t h H i gh E n e rgy d e n s i t y I n d u st ry Chal l e nge: Maintain i ng S af e t y r e qui re d a p e r f orman c e v s D e n s i t y T ra de - off

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27 The Chemistry De s ign Path for Next Generatio n B a tter i es No n fl a m m a bl e Elec t ro l y te C e ram i c se p ara t or A c t i v e Sa f ety Me c hanism Us e of r e a c t i v e ma t e r ia ls – S u p p o r t e d b y S a f ety Adop t in g th i c k e r f i lm (no po l a r ization ) – S u p p o r t e d b y P e r f o r man ce I n a t h e r ma l e v e n t , t h e c a t h o d e r ele a s e s o x y g e n , whic h c a n r eac t v iole n t ly wi t h l i t h ium metal f o r med at t h e a n o d e a n d w i t h fl ammable ele c t r olyte s o l v e nts, l e a ding t o r a p i d fir e o r e x plosion. P e r f e c t b u t d a n g e r o u s ma t e r i als li k e NM C 9 5 5 c a t h o d e , 1 0 0 % s i l ic o n o r even L i - metal anode c a n b e a p pl i e d o n l y wh e n s a f ety i s e n s u r e d . E x c e ll e n t ele c t r i c a l p e r f o r man c e e n a b l e s t hic k fil m p r o c e s s f o r e v e n hig h e r e n e r g y d e n s it y c o mpa r e d t o c o n v e n ti o n al li m i t of 2 8 0Wh/kg. 1.1 1.2 1.3 3.1 3.2 Transfe r e n c e Number Ionic C o ndu c t i vity In t e r fac e C ontact I o n i c mi g r at i o n of t h e ele c t r olyte f u n d a mental l y de t e r m i nes ho w e f f icie n t ly & u n if o r m l y Li + m i g r ate i n a r e c h a r g e a b l e b a tt e r y – c y cle lif e, l ow t emp e r atu r e p e r f o r man c e, f a s t c h a r gin g & t h e r ma l sta b ilit y. 2.1 2.2 2.3 10 0 % Si l ic o n An o de L i - m e tal An o d e ( 1) 360 - 40 0 Wh / kg 430 - 47 0 Wh / kg Sa f e t y Elec t rica l Per f ormance Energy D e nsity I n d u st ry chal l e nges G e n 4 1 s t Pr i nci p al Focus ( 1 ) P o s t - G en 4 t e c hno l o g y on C o m pa n y de v e l o p m en t r oad m a p.

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28 SAFET Y : a n Inherently S a f e Product For Customers ( 1 ) A c t i v e S a f e t y M e c ha n i s m b y P r oLo g i um. S a fe t y TRIPLE Mechan i sm S u pe r fluidize d All I no r gan i c S S E a u t om a ti c a l ly d e c ompos e s in ASM c omponents wh e n e x po s ed t o h ig h t e m pe ra t u res , s tabi l iz i ng t h e ca t h ode a nd t h e a no d e , p rev e n ti ng t h e r m a l ru n a way Al l C e r a m i c Sep ar ator As m ( 1 ) EMBEDDED SUP E RFLUID I Z E D AL L INORGANIC sse Non - F l am m ab l e E le c trolyte 100 % ce r a mi c s e par a t or w i t h st a nd s mu c h high e r temp e r a t u r e s t h an PP / P E s epa ra t o rs, p rev e n ti ng in te rn a l s ho rt ci r c u its and p ro p aga ti on F u l ly i n o rgani c , n o n - f l a mmabl e s ol i d e l e c trol y t e , re p laci ng t h e fl a mm ab le l i qu id e lec t rolyt e s p res e n t in c on v en ti ona l l i t h iu m - io n ba t te r i e s PE / PP P r oLog i u m sepa r a t or 1 2 3 5 65 125 185 245 305 0 .0 1 .0 2 .0 3 .0 4 .0 5 .0 0 60 0 120 0 180 0 240 0 300 0 360 0 420 0 480 0 5400 V o l t ag e T e m pe r a t u re

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29 SAFET Y : embedd e d AS M M a ter i a l a c tivates at 12 5 ⁰C a n d s tabili z es the thermal source N o t e : A cc e l e r a t i n g R a t e C a l o r im e t e r ( ARC ) c ha rt r ep r o du c e d ba s ed on pub l i s he d a c a d e m i c l i t e r a t u r e. ( 1 ) K e y C ha r a c t e r i s t i c s f o r The r m a l R una w a y o f L i - i o n B a tt e r i e s , E ne r g y P r o c ed i a 158 ( 2019 ): 468 4 - 4 689. ( 2 ) I n s i t u - po l y m e r i z ed l i t h i um s a l t a s a po l y m e r e l e c tr o l y t e f o r h i g h - s a f e t y l i t h i um m e t a l ba tt e r i e s. ( 3 ) S t ag e - D o m i n a t e d T h e r m a l R una w a y i n S u l f i d e ASSB s : D e c oup l e d E l e c tr o c he m i c a l I gn i t i o n and C he m i c a l C a sc ad e s , h tt p s :// do i . o r g / 10 . 21 2 0 3 /r s . 3 .r s - 6 4 2854 0 / v 1 . ( 4 ) A c t i v e S a f e t y M e c ha n i s m b y P r oLo g i um. T e m pe ra t u re ( ° C) T i m e ( M in u t e) Acce l e rati n g Rate C a l o rim e ter (AR C ) T e st S ol i d Liqui d ( 2) Co n ve n t ion a l Co n ve n t ion a l Liqui d ( 1) N e x t G e n e r a t ion 1 .0 S ol i d S ulfid e , LP SC ( 3) T he rma l r una w ay N e x t G e n e r a t ion 2 .0 G e n 4 Pro L o g ium Ge n 4 is t h e f i r s t a n d o n ly c e l l t o c o m p lete A R C te s t i ng with o u t th e rmal r una w a y in t he 4 0 - y ea r h ist o ry of l i thiu m b a t t e r i e s. N o t he rma l ru n a w ay V ( Fu l l C e l l ) = V C A M - V AAM ≈ 3 V C A M = C AM S i - L i A l l o y = S i - L i A l l o y V ( Fu l l C e l l ) = VCA M ’ - VAA M ’ ≈ 1 V CA M = CA M ’ ( D i f f e r en t C r ys t a l l i n e) S i - L i A l l o y → S i - L i - X C o m pou nd V o l t age ( V) 5 65 125 185 245 305 0 .0 1 .0 2 .0 3 .0 4 .0 5 .0 0 18 0 0 36 0 0 54 00 3V 1V T im e ( M i n) T e m pe r a t u r e ( ° C) S e l f D i s char ge A S M ( 4) A c t i v a t i ng S t able P h a se 0 100 200 300 400 500 600 700 800 0 1,8 0 0 3,6 0 0 5,4 0 0 7,2 0 0 9,0 0 0 10, 8 00 3 r d part y te s ted

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30 Perform a n c e : ProL o gium ’ s Electrolyte Red e fines Perform a n c e Limits 1 2 3 0 . 2 - 0 .4 L iq u id 1 S o l id 0 . 7 - 0 .9 L iq u id S o l id 57 2 1 2 2 1 2 12 - 20 o C 25 o C F a s t Ch a rg i ng F a s t Ch a rg i n g C y c le C - ra t e C a p a b i l i ty - 20 ° C P e rf o rm a nce mins Ionic C o ndu c t i vit y ( 1 ) , mS / cm In t e r facial C o ntact Transfe r e n c e Number Ne a r 1 00 % L i+ tra n sp o r t e f fic i en cy w i t h m i n i m a l co n ce n trati on po lar i z a ti on 57 m S /cm a t 2 5 o C, 5 x h ig h e r t h an t h e be st o f s o l i d & liq u id e lec t rolyt es P ress u r e - fr e e ope ra t io n enab le d b y non - Newt o n ia n fl o w beha vior T he Best o f C o n ve n tio n a l So l i d & Liqui d R e vo l u tio n a ry C e l l P e r f o rma n ce W ith o u t Ex t e rn a l Press u re Heterogene o u s Homogeneo us S o l id Gen 4 Elec t ro l y t e - Su p erf l uidi z e d Solid sta t e Un p ara l le l e d Cel l - le v e l Perfor m ance ( 1 ) S o c i e t e G ene r a l e de S u r v e i l l a n c e SA.

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31 1 . 0 E - 06 5 . 0 E - 06 2 . 5 E - 05 1 . 3 E - 04 6 . 3 E - 04 3 . 1 E - 03 1 . 6 E - 02 7 . 8 E - 02 3 . 9 E - 01 2 . 0 E + 00 9 . 8 E + 00 4 . 9 E + 01 (2 5 ) (2 0 ) (1 5 ) (1 0 ) (5) 0 5 1 0 1 5 2 0 2 5 30 57 25 ° C 1 2. 5 - 20 ° C 10 25 ° C L G P S / L iq u id Or g an ic S u p e r - F l uid i z e d A l l I n o r g a ni c SSE ( 57 m S/c m ) LGPS ( 10 m S/c m ) 1 M L i P F ₆ i n E C : D M C ( 10 m S/c m ) L P S C I ( 2 m S / c m ) L L Z O ( 0 . 4 m S/ c m) C o m p o s i t e E L T ( 0 . 3 m S/c m ) L A T P ( 0 . 1 m S/c m ) G e l E L T ( 0 . 1 m S / c m ) PEO + Li F SI ( 0 . 0 0 1 m S/c m ) Ioni c Cond u c ti v it y (mS/ c m) S G S C e r tified C on d uctivity Test Io n ic C o ndu c t iv i t y v s T e mp e rature T e m p e r a tur e ( ° C) Perform a n c e : Highe s t Prove n Ioni c Co n ductiv i ty

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32 Energy Densit y : Techn o logy unl o c k s Safety Limit a tions o n Higher Energy Densit y 1 0 0% Si l ico n A n o de ( 4 t h G en) L i - met a l A n o de (Tech n ology R oadmap) Ce l l E n e rg y D e n s ity 430 – 470 W h /kg 360 – 4 0 0 Wh/kg 75 0 Wh /L Conventional Ceiling 1,0 0 0 – 1, 1 00 W h /L 860 – 9 4 0 W h /L 28 0 Wh/kg C o n v e n ti o n a l liq u id & s o li d - st a t e b a tt e ri e s in c re a s e t h er m al ru n aw a y ri s k or r e du c e el e ctri c pe r for m an c e a s e ne r gy de n sity rise s , cre a tin g a l iq u i d - ch e mis t ry de n sity ceili ng Pr o L o gi u m s o lv e s t h is f u n d a m e n t a l c o n t ra d ict i o n a t t h e ma t eri a l le v el S a fet y an d el e ctri c pe r for m an c e a re no lo n ge r tr a d e - o f fs ag a ins t en e rgy de n sit y , all o win g 4 t h ge n er a tio n te c hn o lo g y to ex c ee d tr a diti o na l ceili n gs wit h a r o ad m ap to a dd i tio n al f u t u re p e rf o rm a n ce M a rket chall e nges Solu t ion In n ovative T echnol o gy Enables Hi g h E n erg y D e n s i ty

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33 M a nuf a cturi n g : First SSB D e veloper to Achieve Sa m ple through Ne a r Gig a - Level S am ple M ak i ng P i l o t G i g a - l evel Pro L o g ium C o m p eti t iv e H e a d Star t i n M a n u fa c tur i ng An n o u nced U nc l e a r S c ale - U p C o n t i n u i ty C o m p a ny R e a li z ed P o s t p o n e d / D elayed > 0 .1 0 . 05 P r oLogi u m is the g l oba l l ead e r in So l id State Manu f acturi ng - A u tom a ted pro d u c t i o n for larg e E V c e l l s ~1 3 y e a rs a h e a d of c o m p e t i tors - T ai w a n pro d u c t i o n fa c i l i t y deli v ere d on - t i m e a n d o n - budget - C o ntin u o u s pro d u c t i o n sc al e u p pl a n n ed in T ai w a n a n d Fr a n ce 201 3 201 7 … 202 2 202 4 202 5 202 7 202 8 202 9 2030 L imi t ed sc a le M a ss p r odu c t ion 0 . 0 1 0 . 0 5 0 . 5 5 0 . 8 1 . 6 5 . 05 2026 0 . 2 5 0 . 7 5 6 0 . 0 1 (1) > 0 . 2 G Wh - A nnoun c ed in 2 023 O ct - S o ld i n 2025 O c t du r in g p r e - I P O s t age 0 . 0 2 (1) M a ss p r odu c t ion S ou r c e : P ub l i c i n v e s t o r p r e s en t a t i o n s , I n t e r na t i o na l B a tt e r y S u mm i t 202 6 , P r oL o g i u m i n t e r na l c a l c u l a t i o n s. ( 1 ) T r an s i t i o ne d t o l i c en s i n g m ode l , r edu c i n g n eed f o r i n - hou s e m anu f a c t u r i n g. M a ss p r odu c t io n ( B eg in s a le s o f ASSB c a r s)

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34 25 0 66 0 66 0 1 ,3 20 30 0 1 ,2 6 0 1 ,2 6 0 1 ,2 60 1 0 3 0 5 5 55 65 ,0 0 0 21 ,0 0 0 8 ,2 8 6 6 ,8 54 M a nuf a cturi n g : Path to C a pex / MWH competitivenes s with ben c hm a rks S ou r c e : C o m pa n y e s t im a t e s . N o t e : A n t i c i p a t ed c o s t s a r e m ana g e m e n t e s t im a t e s on l y and a r e s ub j e c t t o c hang e d ue t o pe r m i t t i n g , a v a i l ab l e f i n an c i n g i n c l u d i n g t he B u s i n e ss C o m b i n a t i o n , s upp l i e r s , and o t he r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. M a n u fact u r in g Eff i cie n c y I m p r o v em e nt R o a d m ap Pro L o g ium ’ s C u rr e n t C ap E x is Com p eti t ive wi t h E U an d U.S. In d u s t r y B e n c h marks ( T o tal C a p Ex $ M /GWh) 0 20 40 60 80 100 120 140 160 180 0 5 1 0 1 5 2 0 2 5 3 0 3 5 4 0 4 5 5 0 5 5 6 0 6 5 7 0 7 5 8 0 8 5 90 P roLog i um E s t i mat e d C apEx P roje c t i on Indu s try C apEx R eferen ce As ca p a city sca l e s , c on tin u ed o p timiz a tio n i s ex p e cte d t o furth e r r edu c e C ap Ex P roLog i um E s t i mat e d C apEx B udget Industry C ap E x R efe r ence G 1 G 2 G 3 G4 103x 5x 2x Ma n ufa c tu r ing te c h n ol o g y g e n e rat i on F o otprint pro d u c t i vity impro v e m e nt Pa r a m e te rs

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35 Cost & Scal a bilit y : A more Sca l a b le Operatio n a l Fl o w red u ces Ope x Unit COsts Si m p l i f ied Manufa c turing F l ow F e wer S t e p s. H i ghe r E f ficie n c y . Gr e a t e r S c a la b i l ity Co n ve n t ion al Fo r m a ti on 1 P r e - S e a li ng Z - f o l din g P o l y m e r S e p a r a t o r In st a ll at i on D egas s i n g & R esea li ng E l ec t r o l y t e I n j ec ti on Fo r m a ti o n Fo r m a ti on 2 E l ec t r od e a tt ac h i ng / E l ec t r o l y t e I n s t a ll a t i on S l u rry M i x i ng C a l e nd a r i ng B l ank i ng I n l ay S t ack i ng Tab W e l d i ng P ack a g i ng S ea li ng V acuu m D ehyd r a t i on Tab W e l d i ng P ack a g i ng V acuu m I m p r egna ti on B l ank i ng P ouch T r i m m i ng P r i n ti ng / H o t F l ow D ehyd r a t i on C o a tin g ( E l ec t r od e + A dh e s i v e ) vs 7 s teps 1 s t ep D r y r o o m c o v e ra g e re d u c ed De h y d ra t io n e f f ic i en cy i m p rov ed vs 8 hou rs 8 m i ns E li m i n a t e d P r o c ess • E l e c t r o l y t e i n j e c t i on • E l e c t r o l y t e V a c uu m I m p r e gn a t i on • D ega ss i ng • R e s e a li ng • > 2 t im e s o f f o r m a t i on E l e c tro d e P r e p a r a tion E l e c tro d e A sse mbly Ce l l As s e mbly M i x i ng S litti ng C oa ti ng C a l end a r i ng N o t ch i ng 11 st e ps 17 st e ps Sl u rry C o a t i n g C a l en d ar i n g Pri n t i n g & D ehy d ra t i o n El e c t r o d e a t t a c h i n g B l a n k i n g S t a c k i n g T ab W e l d i n g P a c k agi n g S e a l i ng G i g a - lev e l auto m ated L i n e v a l i dated Fe w er man u fa c turi n g s tep 30 - 40% R edu c ed dry room c o v erage 60 - 70% 800,000 C e l l s s h i pped from G i g a Factory R e d u c e d inv e stm e nt Lo w er C apEx & O p Ex P a te n t Prote c ted Log i th i u m T M arch i te c ture & pro c e s s kno w - ho w s i nce 2010 A l r ead y ope r a tin g and ship p in g p r odu cts P r oc e ss ste p s r e q ui r ing d r y r o o m P r oc e ss ste p s int e g r at e d/ e limin a te d by P r o L o g iu m F o o ta g e ca p tu r e d o n P r o L o g iu m T a o ke p r o d uctio n line in Nov 2 0 2 3

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36 Cost & Sc a l a bilit y : Electrolyte M a ter i a l co m position Further re d uces unit costs wh e n combi n e d wit h A ss e mbly Proce ss S ou r c e : C o m pa n y e s t im a t e s . N o t e : A n t i c i p a t ed c o s t s a r e m ana g e m e n t e s t im a t e s on l y and a r e s ub j e c t t o c hang e d ue t o pe r m i t t i n g , a v a i l ab l e f i n an c i n g i n c l u d i n g t he B u s i n e ss C o m b i n a t i o n , s upp l i e r s , and o t he r f a c t o r s ou t s i d e o f t he C o m pan y ’ s c on tr o l. C o n v en t i ona l N M C C e ll C e l l Material 50 - 60% E l ec trolyte Cost, USD/kg C on ve n tio n a l S o l i d Oxid e , LL ZO S o l i d S u lf i de , L GPS L iq u id (EU) ? ≧ 300 ≧ 200 S upe rflui d ize d A l l - I n o rg a n ic SSE L i F Si L iP F6 58 La Lan t hanum 32 Ge Ge r m an i um ? L i 2 S R a re / U n s t a ble M a t er i al ( N o t use d by P roL o giu m) 15 - 20% P a ck Ma n ufa c tur i ng - ( 4 - 7 %) ~1 5 % r e du c t i on b y i m p r o ve d e ne r g y den s i ty and e l i m in a ti on o f p ress u re m odu les U p to 20 % r e du c t i on b y si m p l i fic a ti on o f t h e c oo l i ng syst em - ( 1 - 3 %) C e l l Man u factur i ng 30 - 35% - ( 5 - 10 %) Ho u sing T h e r m a l M anage m ent HV S yst em B M S O ther B OM P ro d u cti on Cos ts P a ck COGS S tructura l Co s t Adv a n t a g e s: • Rar e - m e t a l - fr e e m a t e r i al • A b i l ity t o u s e low e r - c o st , in d u str i al - g ra d e m a t e r i a ls ( i n st e ad o f ba t te r y - g ra d e ) enab le d b y pu r if i ca t io n e f f e cts du r in g su p e r fluidiza t ion

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37 IV. Transaction Details

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38 P roLogium v a lu e d a t $3 , 8 00 M P r e - M one y E n t e rpr i se V a lu e ($ 3 , 9 00 M E qui t y V a lu e a dju s ted f o r $100 M i n n e t cas h on P roLogium b a l a n c e s h e e t) T a rg e tin g ~ $ 300 M of in c r e m e n t a l gro s s pro c ee d s d e l ive r e d t o P roLogium ’ s b a l a n c e s h e e t t h rough a c ombin a tio n o f S P A C cas h in trust a nd P I P E pro c ee d s A t c los e , ProL o gium i s s eek ing t o ha v e ~ $370 M o f net c as h o n t h e ba l a nc e s he et Com p r i s ed o f t h e ~ $ 300 M g ross p roc e ed s, less $30 M o f tr a n s a cti on e x pen s e s, p lus $100 M o f e xistin g ne t c a s h P ro Form a E n t e rpr i se V a lu e o f ~ $ 3 , 8 77M T a rg e tin g c lo s ing in 2 H2 0 2 6 ( 1) Tra n sactio n Summ a ry S ou r ces P roLog i um V a l uat i on $3,800.0 E x i s t i ng N et C a s h 100.0 SPA C C a s h i n Trus t & P I P E P roce e ds 300.0 To t al S ou r ces $4,200.0 92% 7 % 1% P r o L o g i um S P A C & P I P E S h ar e h old ers S P A C S p o ns or U ses P roLog i um P urch as e P ri c e $3,900.0 C a s h to the B a l an c e S heet 270.0 E s t i mat e d Transa c t i on E x pen s es 30.0 T o tal U ses $4,200.0 Pr o Fo r ma V aluation I l l us trati v e S hare P ri c e at C l os i n g $10.00 P ro Forma S hare s O ut s tand i ng (M) 424.7 Pr o Fo r ma E qui t y V alue ($M) $4,246.6 E x i s t i ng N et C a s h P o s i t i o n ($M) (100.0) N et C a s h from Transa c t i on ($M) (270.0) Pr o Fo r ma E nte r p r ise V alue ($M) $3,876.6 K e y T r a n sac t ion T e r m s I l l u s tr a t i ve Pro Fo r m a V a l u a t ion ($M) Pro Fo r m a O wn e r s h i p a t Cl o s e ( 2 ) S ou r c es a nd U s es ( $ M) S ha r eholder S ha r es V alue ($M) P roLog i um 390.0 $3,900.0 SPA C & P I P E In v e s tors 30.0 $300.0 SPA C S pon s or 4.7 $46.6 To t al 424.7 $4,246.6 ( 1 ) S ub j e c t t o app r o v a l b y t he s ha r eh o l d e r s o f bo t h P r oL o g i u m and T DAC , r egu l a t o r y app r o v a l s , and o t he r c u s t o m a r y c l o s i n g c o n d i t i o n s . ( 2 ) P r oLo g i um s ha r e c oun t ba s ed on $3 , 800 M p r e - m o ne y en t e r p r i s e v a l u e p l u s $100 m m i n e x i s t i n g ne t c a s h . E xc l u de s im pa c t o f 8 . 63 m i l l i on pub l i c w a rr an t s and 7 . 08 m i l l i on p r i v a t e p l a c e m en t w a rr a n t s . A ss u m e s P I PE f i n an c i n g i s s u cc e ss f u l l y c l o s ed .

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39 Tra n sactio n Provide s the Opportu n ity to Sca l e Cap i ta l Re a d y for Ne x t - Ph a s e S c a l ing (US $ m i l l i on ) In d u s tria l - S c a l e Cap a c i ty E s ta b li s h ed I t em Am o u nt ~773 F u n d in g St r u c ture: ~100 ~270 ~705 T ot a l F u n d in g S e c u r e d (B) ~ 1 ,075 Li q ui d i t y A v a i l a b le for F ut u r e Growth (= B - A ) ~300   Pha s e 1: ~$773 M t o un l ock 4 G W h o f capa c i ty   T ransac t io n Provi d es Su f f icien t l iqu i d i t y t o Achieve t hi s in it ia l g oa l an d m ore N o t e : A ss u m e s $300 M r a i s ed t h r ough a c o m b i n a t i o n o f T r u s t p r o c e ed s and P I PE i n v e s t m en t, ne t o f $30 M i n tr an s a c t i o n e x pen s e s. ( 1 ) C a l c u l a t ed ba s ed on e s t im a t ed c u m u l a t i v e €608 M r e c e i v ed t h r ough 2029 ad j u s t ed t o USD ba s ed on a 1 . 161 5 USD / E U R F X r a t e a s o f M a y 22 , 2026 .

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40 Curr e n t M a r k e ts S e r v ed Ae r o s p a c e & De f e n s e , D a t a C e n t e r E S S, E V s , Ro b o t i c s EVs A e r o s p a c e & D efe n s e , EV s , Ro b ot i cs M a nu f ac t u r i ng Cap a c ity 0.5 G W h/y r i n T a o y u a n , T aiwan + 4 G W h/y r i n D un k i r k, F r a n c e ( 1) Pi l ot li n e s i n Sa n J o s e , CA Pi l ot li n e s i n M a s s a c h u s et t s, US A a n d Ch e o n a n , S o uth K o r ea YE 2025 P a ten t s ( 2 ) 1,0 0 0+ 400 + 150+ In i ti a l Comm e r c i a l i z e d P roduct 201 3 P r e - Comme r cial P r e - Comme r cial Number o f Units S hipp e d 2.4M+ U n d is c lo s ed # of s a mp l es T h ousands t o g lo bal OEMs f o r t e s ti ng The r m a l Ru n a w a y E l i m i n a ted   P ro Form a E qui t y V a lu e ( $ B) P ro Form a E n t e rpr i se V a lu e ($B) $4 .2 $ 5 .4 $ 1 .2 $3 .9 $ 4 . 5 $ 1 .1 Ben c hm a rki n g Co n si d erations S ou r c e : C o m pa n y w eb s i t e s , f i l i n g s , p r e s e n t a t i o n s , and ea r n i n g s r e l e a s e s. ( 1 ) U nde r c on s tr u c t i o n . 2030 E P r odu c t i o n C apa c i ty : 4 . 0 G W h . M a x D e s i g n C apa c i ty : 44 . 0 G W h. ( 2 ) I n c l u de s g r an t e d a n d pend i n g p a t e n t s a s o f YE 20 2 5 . ( 3 ) P r oLo g i um v a l u ed a t $3 , 800 M P r e - M on e y E n t e r p r i s e V a l u e ( $3 , 90 0 M E qu i ty V a l u e ad j u s t ed f o r $100 M i n ne t c a s h on P r oLo g i um ba l an c e s h e e t). P r o f o r m a equ i ty v a l u e a ss u m e s ~ $ 300 M o f i n c r e m en t a l g r o ss p r o c e e d s de l i v e r ed t o P r oLo g i um a s pa rt o f t he tr an s a c t i on , l e ss ~ $ 30 M f o r tr an s a c t i o n e x pen s e s , and ad j u s t ed f o r $46 . 6 M SPAC s pon s o r e q u i ty s ha r e s. ( 4 ) S&P C ap i t a l I Q a s o f M a y 26 , 2026. ( 5 ) P e r i n v e s t o r p r e s en t a t i o n da t e d M a r c h 24 , 202 6. ( 3 ) ( 4) ( 3 ) ( 4) ( 5) ( 5) ✓

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41 V. Appendix

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42 Technic a l Perform a n c e Ben c hm a rki ng S ou r c e : I n v e s t o r p r e s en t a t i o n s and pub l i c anno un c e m e n t s . ( 1 ) 28 ba r c on v e rt ed t o 27 . 6 a t m. ( 2 ) C a l c u l a t ed ba s ed on t he r epo rt ed ope r a t i n g p r e ss u r e o f s u l f i d e - ba s e d e l e c tr o l y t e de sc r i b e d i n “ A c r i t i c a l ou t l o o k f o r l a r ge sc a l e s o l i d - s t a t e ba tt e r i e s ” (r epo rt e d a s ~ 8 0 M P a ; c on v e rt ed t o ~ 7 90 a t m ). ( 3 ) E xc l u d i n g t abb i n g a r ea. C on ve n tio n a l N e xt G e ne r a tio n S o l i d - S ta t e 1 .0 N e xt G e ne r a tio n S o l i d - S ta t e 2 .0 Com p e tit o r & M ode l G e n 4 E ne rgy De n sity Gr a vi m e tric ( W h /k g) V o lume t r i c ( W h / L) P e rf o r m an ce Cyc l e L ife Lo w T e m pe ra t u re Re ten ti on F a st Ch a rgi ng M a x. Ch a rgi n g Ra te Cell Le v e l S a f e ty 380 900 6 . 4 m in , 5 - 80% 1 , 2 0 0 th 1 , 0 0 0 th M a x. D i sc ha rgi n g Ra te 5C 12C O p e ra t in g P ress u re (a t m ) 0 > 9 0% S u sc ep ti b le t o T h e r m a l Ru n a way No Ther m a l Ru n a w ay 287 637 30 - 40 m in , 8 - 80% E 72B FE S T (NM C , L i - Me t al) 391 835 > 6 0 0 th 18 m i n , 1 5 - 90% 4C 2 8 ( 1) 82 . 7% ~ 790 ( 2) QSE - 5 12 . 2 m in , 1 0 - 80% 301 844 ( 3) 800 th 76% 10C > 3 .4 S u lfid e A S SB

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43 T e chnical Talent at t h e Co r e of P roLogi um D r . D m itry B ELOV D r . J a m e s CH O U Cal v in HSIEH Ra c h a e l HU A N G Chi e f S cie n tist & H ead o f E u ro p ean R&D Chi e f E ng in e er He a d o f Gl oba l Q u a l i ty A ss u ra n ce H ead o f M anu f a ct u r ing Si m on WU He a d o f P ro d u ct & B u sin e ss Dev e lo p m ent V incent Y A NG F o u n d e r , CE O & C TO R& D M a n u fa c tur i ng • C on tr i bu t e d t o mass p r odu ctio n o f soli d - st a t e ba t te r i e s du r i ng h is t e nu re o f 15 y ea rs w i t h P ro L og ium • P h .D. , S e m eno v In stit u t e o f Ch e m ical P h ysics • 20 + ye a r s o f e xp e r ie n ce in t h e m anu f a ct u r i ng in d u stry • P revi o u sly D i rec t o r , I n du str i a l SB U, TP K ; COO , E l l ipsiz Com m un ica t io n s; and D i rec t o r , F a b Ope ra t io n , W istron • 25 + ye a r s o f e xp e r ie n ce in qua l i ty i m p rov e m en t a nd eng in e e r i ng , incl ud in g 10 y ea rs w i t h P ro L og ium • M . S . , S t a tistics, Na t io n a l Ch e ng K ung Univ e rs i ty • 20 + y ea rs o f e x pe r i en c e in c he m ical eng in e e r i ng R&D • Led p ro d u ct eng in e e r i ng in to N e w P ro d u ct I n tr o du cti on pha s e a t F o xc onn • 10 + ye a r s in n e x t - gen ba t te r y p r odu ct de v e lo p m ent • 30 + y ea rs o f e x pe r i en c e in M anu f a ct u r i ng & Ope ra t io n s • F o r m e r V P , M anu f a ct u r i ng & Ope ra t io n s, P ro L og ium a nd Q u a lcom m MEMS • P h .D., Ch e m i c a l E n g in e e r in g , P enn sylva n ia S t a t e U n ivers i ty • O ver 28 ye a rs i n t he l i thi u m ba t t e ry i n du s t ry and th e inv e n tor o f 1 ,0 00 + w o rl d w i de p a te n t s i n t he s o l i d - s t a te ba t t e ry sp a ce • P lan t D ir e ctor o f D a y ua n Pl a nt an d D i rector of R& D D e p t . , F o xco n n Adv a n ce d T e ch n o l o gy • D i recto r , Po l ymer Bat t e ry D i vis i on , U l t r a - l i fe T a i w an • B . S. and M . S. , Ch e mic a l En g i n ee ri n g & M a teri a ls Sci e n ce a n d En g i n ee ri n g , N a tio n a l T a i w an Un i vers i ty Y i - M in g W ANG He a d o f S upp ly Ch a in • 20 + y ea rs o f e x pe r i en c e i n R&D, s upp ly ch a in & eng in e e r ing • P rov e n e x pe rtise in s e m ico n du ct o r and ne w ene rgy in d u str i es • F o r m e r le a de rshi p in Da n an , Unit e d R ene wa b le Ene rgy and TSMC

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44 TDAC Overview S pon s o r: T D A C Pa r t n e r s L LC T ic ke r s (Un i t / St o ck / W a r r a n t): T D A C / T D A C U / T D A CW O ffe r Dat e : D e ce mbe r 24 , 2024 L ist ing : N A SD AQ D e a l Si z e : $172 .5 M i l l i on Un i ts O ffe r e d : 17 .2 5 mi l l i on un i t s ; $10 .0 0 p e r un it Un i t Structur e : 1 .0 shar e / 0 .5 w a r r a nt W a rr a nt C o n ve r s i o n: $ 1 1 .5 0 s t r ik e / $18 .0 0 ca ll C a s h i n T rust: $10 .1 0 p e r un i t s o l d (1 0 1 .0%) S pon s o r “ at ris k ” I n ves tm e n t: $7 .0 8 mi l l i on v ia pu r c h ase o f 7 ,0 75 ,0 0 0 w a r r a n ts ($ 1 .0 0 / w a r r a n t) S pon s o r Promote: 4 ,6 57 ,5 00 s h a r e s ; ~ 1 % p ro f o r ma A c q u isit i o n P e r i o d: 18 mo n ths

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45 Fren c h Subs i dy De t ail H O W M U C H €1.37B tota l appro v ed ■ € 2 7 5M a d va n ce p a y m e n t al r e a dy secu r ed ■ F u n d e d by F r e n ch g o ve r n m e n t via B P I F r a n ce ■ A ut h o r ized by E u r o p e a n Co mm iss i o n ( SA . 1 0 6 7 4 0) W H A T W E G E T I T F O R 44 GWh of i n l ay + 10 G Wh of c e l l c apa c i ty ■ E u r o p e's fi r st soli d - sta t e b a tt er y gig a fac t o r y in Du n kirk ■ R & D, ind u st r ialization , a n d r ecycling m ilesto n es ■ P h a se 1 ( 4 GWh ) o n t r ack f o r 2 0 30 W H E N I T A R R I V E S 9 Milestones pa i d 202 4 – 2032 ■ T ied to ca p acity b uil d - out – p a id u p o n d e live ry ■ No clawback if m ilesto n es ar e m et ■ F lexibil i ty