Talawar Tx Inc.提交S-4第1号修正案，披露与JATT II拟议合并及2.25亿美元PIPE融资

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As filed with the Securities and Exchange Commission on October 5, 2026.

Registration No. 333-298621

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Talawar Tx Inc.

(Exact name of registrant as specified in its charter)

303 Wyman St., PMB 17417506

Suite 300

Waltham, MA 02451

Tel: (781) 684-9780

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Marc Schegerin

Chief Executive Officer

303 Wyman St., PMB 17417506

Suite 300

Waltham, MA 02451

Tel: (781) 684-9780

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement becomes effective and upon completion of the merger.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an ☒ in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information contained in this document is subject to completion or amendment. A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This document is not an offer to sell these securities and it is not soliciting an offer to buy these securities, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY — SUBJECT TO COMPLETION, DATED OCTOBER 5, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL MEETING OF

JATT II ACQUISITION CORP.

PROSPECTUS FOR UP TO 7,650,000 SHARES OF COMMON STOCK

OF

After careful consideration, the board of directors of JATT II Acquisition Corp., a Cayman Islands exempted company, with limited liability (“JATT”), has unanimously approved, except for Dr. Sidhu, who recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar (as further described in the proxy statement/prospectus), and determined it to be in the best interests of JATT and its shareholders (“you”) to enter into the Business Combination Agreement, dated as of June 29, 2026, by and among JATT, Talawar Tx Inc., a Delaware corporation (“Talawar”) and Talawar Merger Sub, a Cayman Islands exempted company, with limited liability and a direct wholly-owned subsidiary of Talawar (“Merger Sub”), a copy of which is attached to this proxy statement/prospectus as Annex A (as it may be amended, modified, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, on the date the transactions contemplated by the Business Combination Agreement actually occur (the “Closing Date” and such closing, the “Closing”), Merger Sub will merge with and into JATT (the “Merger”), with JATT surviving the Merger as a wholly-owned subsidiary of Talawar (such transactions, the “Business Combination”), and unanimously, aside from Dr. Sidhu, recommends that shareholders vote or give instruction to vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby including the Merger, and “FOR” the proposals presented to JATT’s shareholders in the accompanying proxy statement/prospectus (the “Shareholder Proposals”). The Stock Split (as defined below), the Merger and the other transactions contemplated by the Business Combination Agreement or other transaction documents are collectively referred to as the “Transactions.” We refer to Talawar, as the continuing public company following the consummation of the Transactions, as the “Post-Closing Company.”

At the effective time of the Merger (the “Effective Time”), by virtue of the Merger, each ordinary share of JATT, par value $0.0001 per share (the “JATT Ordinary Shares”) will be automatically converted into the right to receive one share of Post-Closing Company common stock, par value $0.00001 per share (the “Post-Closing Company Common Stock”).

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement:

(a)

immediately prior to the Stock Split, all outstanding Talawar convertible instruments (including any simple agreements for future equity) (the “Talawar Convertible Instruments”) will be converted into shares of common stock of Talawar, par value $0.00001 per share (the “Talawar Common Shares”), pursuant to their respective terms, and all outstanding shares of Series L Preferred Stock of Talawar, par value $0.00001 per share (the “Talawar Preferred Shares”, together with the Talawar Common Shares, the “Talawar Shares”), will be automatically converted into Talawar Common Shares in accordance with the terms of Talawar’s Certificate of Incorporation and bylaws, as in effect immediately prior to the Effective Time;

(b)

immediately prior to the Effective Time, Talawar will effect a stock split pursuant to which each Talawar Common Share that is issued and outstanding immediately prior to the Effective Time shall be split into a number of shares of Post-Closing Company Common Stock determined by multiplying each such Talawar Common Share by the Exchange Ratio (as defined below) (the “Stock Split”); and

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(c)

immediately prior to the Effective Time, each option to purchase Talawar Common Shares (each, a “Talawar Option”), that is outstanding and unexercised immediately prior to the Effective Time, whether then vested or unvested, will be automatically assumed by the Post-Closing Company and converted into an option to purchase a number of shares of Post-Closing Company Common Stock (each, an “Exchanged Option”) equal to the product (rounded down to the nearest whole share) of (x) the number of Talawar Common Shares subject to such Talawar Option immediately prior to the Effective Time and (y) the Exchange Ratio (as defined below), at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of such Talawar Option immediately prior to the Effective Time divided by (B) the Exchange Ratio. Except as specifically provided above, following the Effective Time, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding Talawar Option immediately prior to the Effective Time.

The “Exchange Ratio” means the quotient obtained by dividing (a) the Transaction Share Consideration by (b) the number of Fully-Diluted Shares. The “Transaction Share Consideration” means an aggregate number of Post-Closing Company Common Stock equal to (i) $120,000,000 divided by (ii) $10.00. Fully-Diluted Shares means an amount equal to, without duplication (a) the aggregate number of Talawar Common Shares and any other shares of capital stock of Talawar that are issued and outstanding as of immediately prior to the Effective Time, calculated on a fully-diluted basis (with any Talawar Preferred Shares deemed included on an as-converted to Talawar Common Shares basis), including (x) the Talawar Common Shares issuable upon the exercise of Talawar Options solely to the extent exercised prior to Closing and (y) any Talawar Common Shares and any other shares of capital stock of Talawar underlying the Equity Securities issued in connection with any fundraising transactions from and after the date of the Business Combination Agreement (excluding the PIPE Financing, as defined below) for aggregate net proceeds of up to $30,000,000, plus (b) the aggregate number of Talawar Shares issuable upon the full conversion of any Talawar Convertible Instruments that are outstanding as of immediately prior to the Effective Time. “Fully-Diluted Shares” shall not include Talawar Common Shares issuable upon the exercise of Exchanged Options or Talawar Common Shares issued pursuant to the Talawar Equity Plan.

At the Effective Time, each JATT Ordinary Share issued and outstanding as of immediately prior to the Effective Time (other than JATT Treasury Stock, JATT Redeeming Stock, and JATT Dissenting Shares) will be automatically cancelled and converted into the right to receive one (1) share of Post-Closing Company Common Stock.

Concurrently with the execution of the Business Combination Agreement, JATT and Talawar entered into subscription agreements (each, a “PIPE Subscription Agreement” and collectively, the “PIPE Subscription Agreements”) with institutional and other accredited investors, including certain investors affiliated with Insiders (as defined in the accompanying proxy statement/prospectus) (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase on the Closing Date immediately prior to or substantially concurrently with the Closing, an aggregate of 22,500,000 shares of Post-Closing Company Common Stock (collectively, the “PIPE Shares”), for a purchase price of $10.00 per share of Post-Closing Company Common Stock in a private placement, for aggregate gross proceeds to the Post-Closing Company of $225,000,000 (the “PIPE Investment Amount”).

In connection with JATT’s initial public offering (the “IPO”), JATT Ventures II L.P., a Cayman Islands exempted limited partnership (the “Sponsor”), and JATT’s directors and executive officers entered into a letter agreement, pursuant to which they agreed to vote their JATT Ordinary Shares in favor of the Business Combination Proposal (the “Business Combination Proposal”) (except with respect to any Public Shares which may not be voted in favor of approving a Business Combination in accordance with Rule 14e-5 under the Exchange Act). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Talawar, dated as of June 29, 2026 (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things, to vote its JATT Ordinary Shares in favor of (i) adopting and approving the Transactions, and (ii) approving each of the proposals and any other matters reasonably necessary for the consummation of the Transactions. As of the Record Date (as defined in the accompanying proxy statement/prospectus), the Insiders beneficially owned, collectively, % of the issued and outstanding JATT Ordinary Shares.

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Interests of Sponsor and its Affiliates

Dr. Someit Sidhu, the Chairman and Chief Executive Officer of JATT, is a limited partner of the Sponsor. JATT Ventures II Ltd is the sole general partner of the Sponsor. Dr. Someit Sidhu is the sole member of JATT Ventures II Ltd. In addition, Dr. Someit Sidhu is also the founder and Chief Executive Officer of Khanda Therapeutics L.P., which licensed to Talawar the assets it is developing, and is a significant stockholder in Talawar. As a result, Dr. Someit Sidhu may have additional economic interests in the completion of the Transactions that are different from those of JATT’s shareholders.

On February 13, 2026, the Sponsor purchased an aggregate of 1,725,000 JATT Ordinary Shares (the “Founder Shares”) for an aggregate consideration of $25,000, or approximately $0.014 per share. Of these, 225,000 Founder Shares were surrendered by the Sponsor to JATT for no consideration following the closing of the IPO upon the non-exercise of the underwriters’ over-allotment option, resulting in 1,500,000 Founder Shares remaining outstanding. Pursuant to the Sponsor Support Agreement, the Sponsor has agreed to surrender an additional 150,000 Founder Shares to JATT for no consideration in connection with the Closing (referred to herein as the Sponsor Forfeiture). The Founder Shares are identical to the JATT Ordinary Shares sold in the IPO (the “Public Shares”), except that the Founder Shares are subject to certain transfer restrictions. In connection with the Closing, the Sponsor has agreed to enter into the Registration Rights and Lock-Up Agreement.

On April 20, 2026, the Sponsor purchased an aggregate of 300,000 JATT Ordinary Shares (the “Private Placement Shares”), at a price of $10.00 per share, for an aggregate purchase price of $3,000,000, in a private placement simultaneously with the closing of the IPO (the “Private Placement”). The Private Placement Shares are identical to the Public Shares, except that, so long as they are held by the Sponsor and its permitted transferees: (i) they may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of a business combination, including the transactions contemplated by the Business Combination Agreement, and (ii) they are entitled to registration rights. In addition, the Sponsor has agreed to waive its redemption rights with respect to the Founder Shares and the Private Placement Shares in connection with (i) the consummation of JATT’s initial business combination, which is the transaction contemplated by the Business Combination Agreement, or (ii) a shareholder vote to approve an amendment to JATT’s amended and restated memorandum and articles of association (the “Articles of Association”) to modify the substance or timing of JATT’s obligation to redeem 100% of the Public Shares if JATT has not consummated a business combination within 24 months of the closing of the IPO (or such other time period pursuant to an amendment to JATT’s Articles of Association) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

In connection with the IPO, JATT agreed to reimburse the Sponsor for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination and also agreed to pay the Sponsor and/or its affiliates or designees $20,000 per month for officer compensation and administrative services provided to members of JATT’s management team (the “Administrative Service Fee”). In order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of JATT’s officers and directors may, but are not obligated to, loan JATT funds as may be required (“Working Capital Loans”). If JATT completes a business combination, JATT would repay the Working Capital Loans out of the proceeds of the Trust Account released to JATT. In the event that a business combination does not close, JATT may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Post-Closing Company Common Stock at a price of $10.00 per share. The shares will contain restrictions identical to the restrictions attached to the Private Placement Shares. As of June 30, 2026, JATT had no outstanding borrowings or commitments under the Working Capital Loans. In addition, prior to or in connection with the Closing, there may be payment by JATT to the Sponsor, its officers or directors, or JATT’s or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the Closing, which, if made prior to the completion of the initial business combination, will be paid from funds held outside the trust account. JATT’s audit committee reviews on a quarterly basis all payments that were made to the Sponsor, its officers or directors or JATT’s or their affiliates. Any such payments prior to an initial business combination are made from funds held outside the Trust Account.

JATT has agreed to indemnify the Sponsor and its directors, officers, employees, principals, managers, partners, members, shareholders, equityholders, control persons, affiliates, agents, advisors, consultants and representatives from any claims, losses, liabilities, obligations, causes of action, proceedings (whether pending or threatened),

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investigations, damages, awards, settlements, judgments, decrees, fees, costs, penalties, amounts paid in settlement or expenses (including interest, assessments and other charges in connection therewith and reasonable fees and disbursements of attorneys and other professional advisors and costs of suit) arising out of or relating to any pending or threatened claim, action, suit, proceeding or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arises out of or relates to (i) the IPO or JATT’s operations or conduct of its business (including, for the avoidance of doubt, a Business Combination), or (ii) any claim against the Sponsor alleging any express or implied management or endorsement by the Sponsor of any activities of JATT or any express or implied association between the Sponsor, on the one hand, and JATT or any of its affiliates, on the other hand. Such indemnity provides that the indemnified parties cannot access the funds held in the trust account.

The Sponsor has agreed that it will be liable to JATT if and to the extent any claims by a third party for services rendered or products sold to JATT, or by a prospective target business with which JATT has entered into a written letter of intent, confidentiality agreement or business combination agreement (other than JATT’s registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case net of taxes paid or payable and up to $100,000 of interest to pay dissolution expenses; provided, however, that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under JATT’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). JATT has not asked the Sponsor to reserve for such indemnification obligations, and JATT believes that the Sponsor’s only assets are securities of JATT. Accordingly, JATT cannot assure its shareholders that the Sponsor would be able to satisfy those obligations if called upon to do so.

After the Closing, members of JATT’s management team who remain with the Post-Closing Company, which is currently only expected to include Dr. Someit Sidhu, who is expected to become a member of the board of directors of the Post-Closing Company (referred to in the accompanying proxy statement/prospectus as the Post-Closing Company Board), may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to JATT’s shareholders, to the extent then known, in this proxy statement/prospectus or other proxy solicitation materials (as applicable) furnished to JATT’s shareholders. It is unlikely the amount of such compensation is fully known at the time of distribution of this proxy statement/prospectus, or will be fully known at the time of the extraordinary general meeting (the “Extraordinary General Meeting”) held to consider the Business Combination, as it will be up to the directors of the Post-Closing Company to determine executive and director compensation.

For more information about JATT’s officers’ and directors’ economic interests in the Transactions, see the section entitled “Beneficial Ownership of Securities” and “Certain Relationships and Related Person Transactions.”

Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (1) the Sponsor, JATT’s officers and directors, Talawar’s officers and directors and (2) unaffiliated security holders of JATT. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the business combination, the compensation of JATT’s directors and officers and the compensation of the Sponsor in connection with the business combination. See the section entitled “Proposal No. 1 —The Business Combination Proposal — Interests of Certain JATT Persons in the Business Combination” and “Information About JATT — Conflicts of Interest.” Talawar’s managers and executive officers have interests in the Business Combination that are different from, or in addition to, those of the JATT shareholders generally.

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Pro Forma Post-Closing Company Common Stock Ownership

The following summarizes the pro forma shares of the Post-Closing Company Common Stock issued and outstanding immediately after the Closing, on an issued and outstanding basis, presented under the following redemption scenarios:

•

No Redemptions Scenario: which is the scenario that assumes no Public Shareholders exercise their redemption rights.

•

25% Redemptions Scenario: which is the scenario that illustrates 25% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition (as defined in the accompanying proxy statement/prospectus).

•

50% Redemptions Scenario: which is the scenario that illustrates 50% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition.

•

75% Redemptions Scenario: which is the scenario that illustrates 75% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition.

•

Maximum Redemptions Scenario: which is the scenario that illustrates the largest number of redemptions by Public Shareholders that can occur while still satisfying the Minimum Cash Condition.

(1)

Assumes no Public Shareholders exercise their redemption rights.

(2)

Assumes redemptions of 1,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(3)

Assumes redemptions of 3,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(4)

Assumes redemptions of 4,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(5)

Assumes redemptions of 6,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(6)

Consists of 12,534,278 shares of Post-Closing Company Common Stock issuable in respect of Talawar Shares. Both are based on an assumed Exchange Ratio of 1.0556. The Exchange Ratio reflects the Talawar Share and Talawar Option, in each case, outstanding as of June 30, 2026 and does not reflect any issuances of Talawar Shares after such date.

(7)

Includes 300,000 Private Placement Shares held by the Sponsor and 1,350,000 Founder Shares held by the Sponsor. Sponsor shall, in connection with the Closing, surrender to JATT for no consideration 150,000 Sponsor Shares for cancellation, which Sponsor Shares shall be entitled to vote at the Extraordinary General Meeting.

(8)

Pursuant to the terms of the PIPE Subscription Agreements, as described above, Post-Closing Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy, 22,500,000 PIPE Shares at a purchase price of $10.00 per share for an aggregate commitment of $225.0 million. Marc Schegerin, Chief Executive Officer of Talawar, and current Talawar Stockholder, and AI Talawar, an affiliate of Access Biotechnology, holder of an $18.18 million SAFE that will convert (at a discount) into Post-Closing Company Shares in connection with the Business Combination, participated in the PIPE Financing; PIPE Financing participation by such parties is included.

See the sections entitled “Proposal No. 1 — The Business Combination Proposal — General — Impact of the Business Combination on Our Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

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After careful consideration, the JATT Board has unanimously approved, except for Dr. Sidhu, who recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar (as further described in the proxy statement/prospectus), and determined it to be in the best interests of JATT and its shareholders to enter into the Business Combination and the Business Combination Agreement and unanimously, aside from Dr. Sidhu, recommends that shareholders vote or give instruction to vote “FOR” the adoption of the Business Combination Agreement and approval of the transactions contemplated thereby and “FOR” the Shareholder Proposals in the accompanying proxy statement/prospectus. The JATT Board received an opinion of Houlihan Capital, LLC, which it took into account in making a determination to approve the Transactions, to the effect that, as of the date of such opinion and subject to the assumptions, limitations, qualifications and other conditions contained therein, the Post-Closing Company Common Stock to be received in exchange for JATT Ordinary Shares in connection with the Merger are fair, from a financial point of view, to the unaffiliated shareholders of JATT. A copy of the written opinion is attached as Annex C to this proxy statement/prospectus. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Opinion of Houlihan Capital” for further information. The JATT Board recommends that you vote “FOR” each of the Shareholder Proposals.

JATT will hold the Extraordinary General Meeting to consider matters relating to the Business Combination at , Eastern Time, on , 2026 at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017 and virtually via live webcast at . You or your proxyholder will be able to attend and vote at the Extraordinary General Meeting in-person or online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the Extraordinary General Meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in this proxy statement/prospectus.

The approval of each of the Business Combination Proposal and the Adjournment Proposal requires an ordinary resolution under the Cayman Act and the Articles of Association, which is a resolution passed by the holders of a majority of JATT Ordinary Shares who, being entitled to do so, attend and vote in person or by proxy at the Extraordinary General Meeting, and includes a unanimous written resolution. Approval of the Merger Proposal requires a special resolution under the Cayman Act and the Articles of Association, which is a resolution passed by the holders of at least 66-2/3% of JATT Ordinary Shares who, being entitled to do so, attend and vote in person or by proxy at the Extraordinary General Meeting, and includes a unanimous written resolution. The Charter Proposal and the Organizational Documents Proposals (each as defined in the accompanying proxy statement/prospectus) are each a non-binding, advisory proposal and, like the Business Combination Proposal and the Adjournment Proposal, will each be approved by ordinary resolution under the Cayman Act. Although the JATT Board is asking JATT shareholders to approve the Charter Proposal and the Organizational Documents Proposals on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Charter Proposal and the Organizational Documents Proposals, the Public Certificate of Incorporation (as defined in the accompanying proxy statement/prospectus) will take effect upon the Closing if the Business Combination Proposal and the Merger Proposal are both approved, subject to approval by Talawar Stockholders pursuant to the Talawar Stockholder Written Consent. A shareholder’s failure to vote in person, online, or by proxy at the Extraordinary General Meeting will have no effect on the outcome of the vote on any of the proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting.

If you have any questions or need assistance voting your JATT Ordinary Shares, please contact , our proxy solicitor, by calling , or banks and brokers can call collect at , or by emailing . The notice of the Extraordinary General Meeting and the proxy statement/prospectus relating to the Business Combination will be available at .

The JATT Ordinary Shares are currently listed on the Nasdaq Global Market under the symbol “JATT”. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the Post-Closing Company Common Stock issued in connection with the Business Combination is to be conditionally approved for listing on Nasdaq Capital Market (“Nasdaq”), but there can be no assurance that such closing condition will be met. If such closing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, it is proposed that the Post-Closing Company Common Stock will be listed, subject to Nasdaq approval, under the proposed symbol “TLWR”. It is important for you to know that, at the time of the Extraordinary General Meeting, JATT and Talawar may not have received from Nasdaq either confirmation of the listing of the Post-Closing Company Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the

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Business Combination may be waived by the parties to the Business Combination Agreement; provided, however that such condition is also waived by the PIPE Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived or is subject to an exception and therefore the Post-Closing Company Common Stock would not be listed on any nationally recognized securities exchange. If such condition is waived, JATT may not recirculate an updated proxy statement/prospectus or solicit a new vote of JATT shareholders prior to proceeding with the Business Combination and the Merger. See “Risk Factors — Risk Related to Talawar and the Post-Closing Company — Additional Risks Related to Ownership of the Post-Closing Company’s Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company — There can be no assurance that the Post-Closing Company Common Stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing” for additional information.

Talawar is an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, has elected to comply with certain reduced public company reporting requirements as applicable to such types of companies and may elect to do so in future filings. See the section titled “Summary of the Proxy Statement/Prospectus — Emerging Growth Company” and “Summary of the Proxy Statement/Prospectus – Smaller Reporting Company.”

This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the Extraordinary General Meeting in lieu of an annual meeting of JATT’s shareholders. It also contains or references information about JATT, Talawar and the Post-Closing Company. We encourage you to carefully read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these proposals by the JATT Board, you should keep in mind that the Sponsor and JATT’s directors and officers have interests in the business combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor, JATT’s officers and directors and/or their affiliates will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating JATT. See the section of this proxy statement/prospectus entitled “Proposal No. 1 —The Business Combination Proposal — Interests of Certain JATT Persons in the Business Combination” and “Information About JATT — Conflicts of Interest” for a further discussion of these considerations. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 56 of this proxy statement/prospectus.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated   , 2026 and is first being mailed to JATT shareholders on or about , 2026.

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JATT II Acquisition Corp.

A Cayman Islands Exempted Company

153 Central Avenue

C/O 56

Westfield, NJ 07091

201-688-0364

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON , 2026    

TO THE SHAREHOLDERS OF JATT II ACQUISITION CORP.:

JATT II Acquisition Corp., a Cayman Islands exempted company, with limited liability (“JATT”), is furnishing this proxy statement/prospectus to JATT shareholders (“you”) as part of the solicitation of proxies by the board of directors of JATT (the “JATT Board”) for use at the extraordinary general meeting (the “Extraordinary General Meeting”) of JATT shareholders to be held on , 2026, and at any adjournment or postponement thereof. This proxy statement/prospectus provides JATT shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Extraordinary General Meeting. You are cordially invited to attend the Extraordinary General Meeting of JATT, to be held at , Eastern Time, on , 2026 at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, New York 10017, and virtually via live webcast at . The Extraordinary General Meeting will be held for the following purposes:

Proposal No. 1 – The Business Combination Proposal – To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of June 29, 2026 (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among JATT, Talawar Tx Inc., a Delaware corporation (“Talawar”), Talawar Merger Sub, a Cayman Islands exempted company, with limited liability and a direct wholly-owned subsidiary of Talawar (“Merger Sub”), pursuant to which, on the date the transactions contemplated by the Business Combination Agreement actually occur (the “Closing Date” and such closing, the “Closing”), Merger Sub will merge with and into JATT (the “Merger”), with JATT surviving the Merger as a wholly-owned subsidiary of Talawar, and the other transactions contemplated by the Business Combination Agreement (such transactions, together with the Merger, the “Business Combination”), as more fully described in the accompanying proxy statement/prospectus. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 – The Merger Proposal – To consider and vote upon, a proposal to approve by special resolution, the Merger and a plan of merger (the “Plan of Merger”), by and between JATT and Merger Sub, substantially in the form attached to the accompanying proxy statement/prospectus as Annex B. We refer to this proposal as the “Merger Proposal.”

Proposal No. 3 – The Charter Proposal – To consider and vote upon a proposal to approve, by ordinary resolution, on an advisory and non-binding basis, the adoption of the amended and restated certificate of incorporation of Talawar Tx Inc., a Delaware corporation, to be in effect following the Closing (the “Public Certificate of Incorporation”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex E, as more fully described in the accompanying proxy statement/prospectus. We refer to this proposal as the “Charter Proposal.” The vote on the Charter Proposal is advisory only and will not be binding on JATT, Talawar or the Post-Closing Company, is not a condition to the consummation of the Business Combination, and will have no effect on whether the Public Certificate of Incorporation is adopted, as the Public Certificate of Incorporation will be separately approved by Talawar Stockholders pursuant to the Talawar Stockholder Written Consent.

Proposal No. 4 – The Organizational Documents Proposals – To consider and vote upon proposals to approve, by ordinary resolution, on an advisory and non-binding basis, certain material differences between JATT's existing amended and restated memorandum and articles of association (the “Articles of Association”) and the Public Certificate of Incorporation, relating to (a) the number of authorized shares, (b) the authority to issue preferred stock without stockholder approval, (c) the classification of the board of directors, (d) perpetual existence, (e) the removal of directors only for cause, (f) the filling of board vacancies solely by the remaining directors, (g) the elimination of stockholder action by written consent and the restriction of the right to call special meetings to the board of directors,

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(h) the board of directors' authority to amend the bylaws and the stockholder vote required to amend the bylaws, (i) the stockholder vote required to amend certain protective provisions of the certificate of incorporation and (j) the designation of the Court of Chancery of the State of Delaware and the federal district courts of the United States as exclusive forum for certain claims, in each case as more fully described in the accompanying proxy statement/prospectus. We refer to these proposals collectively as the “Organizational Documents Proposals.” The votes on the Organizational Documents Proposals are advisory only and will not be binding on JATT, Talawar or the Post-Closing Company, are not a condition to the consummation of the Business Combination, and will have no effect on whether the Public Certificate of Incorporation is adopted, as the Public Certificate of Incorporation will be separately approved by Talawar Stockholders pursuant to the Talawar Stockholder Written Consent.

Proposal No. 5 – The Adjournment Proposal (if presented) – To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the Extraordinary General Meeting, (ii) for the absence of a quorum; (iii) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to JATT shareholders or (iv) if the holders of Public Shares (as defined below) have elected to redeem a number of Public Shares that would reasonably be expected to result in certain conditions to Closing not being satisfied or waived. We refer to this proposal as the “Adjournment Proposal”, and together with the Business Combination Proposal, the Merger Proposal, the Charter Proposal and the Organizational Documents Proposals, the “Shareholder Proposals.”

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of JATT ordinary shares, par value $0.0001 per share (the “JATT Ordinary Shares”), at the close of business on , 2026 (the “Record Date”) are entitled to notice of and to have their votes counted at the Extraordinary General Meeting and any adjournment of the Extraordinary General Meeting.

The approval of the Business Combination Proposal and the Adjournment Proposal (if presented) each requires an ordinary resolution, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting, and includes a unanimous written resolution. The Charter Proposal and the Organizational Documents Proposals are each separate, non-binding, advisory proposals and will each be approved, on an advisory basis only, by the same vote standard, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The approval of the Merger Proposal requires a special resolution, being the affirmative vote of the holders of at least 66-2/3% of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Business Combination was not structured to require the approval of at least a majority of JATT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The accompanying proxy statement/prospectus and proxy card are being provided to JATT’s shareholders in connection with the solicitation of proxies to be voted at the Extraordinary General Meeting and at any adjournment of the Extraordinary General Meeting. Whether or not you plan to attend the Extraordinary General Meeting, all of JATT’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 56 of the accompanying proxy statement/prospectus.

After careful consideration, the JATT Board has unanimously approved, except for Dr. Sidhu, who recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar (as further described in the proxy statement/prospectus), the Business Combination and determined it to be in the best interests of JATT and its shareholders and unanimously, aside from Dr. Sidhu, recommends that shareholders vote or give instruction to vote “FOR” the adoption of the Business Combination Agreement and

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approval of the transactions contemplated thereby and “FOR” the other Shareholder Proposals in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the JATT Board, you should keep in mind that JATT’s Sponsor, JATT Ventures II L.P. (the “Sponsor”), and JATT’s directors and officers, and/or their affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and JATT’s officers and directors, and/or their affiliates, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating JATT. See the section of the accompanying proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination  Proposal — The JATT Board’s Reasons for the Approval of the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the Closing, including the Registration Rights and Lock-Up Agreement, the Sponsor Support Agreement, the Stockholder Support Agreement and the PIPE Subscription Agreements (each as defined in the accompanying proxy statement/prospectus). See “Proposal No. 1 — The Business Combination Proposal — Other Agreements Related to the Business Combination” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to JATT’s amended and restated memorandum and articles of association (the “Existing Governing Documents”), a holder of Public Shares (as defined below), who is not an Insider (as defined in the accompanying proxy statement/prospectus) (a “Public Shareholder”), may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)

hold JATT Ordinary Shares sold in JATT’s initial public offering (“IPO”), whether they were purchased in the IPO or thereafter in the open market (“Public Shares”);

(ii)

submit a written request to Continental Stock Transfer & Trust Company, LLC (“Continental”), JATT’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that JATT redeem all or a portion of your Public Shares for cash; and

(iii)

deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to p.m., Eastern Time, on , 2026, two (2) business days prior to the initially scheduled date of the Extraordinary General Meeting in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and JATT initiates the redemption of Public Shares in connection with the Business Combination (the “Redemption”) pursuant to the Existing Governing Documents, JATT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two (2) business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of September 30, 2026, this would have amounted to approximately $10.16 per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the JATT Ordinary Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. JATT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in JATT’s securities when its shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem

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Public Shares, once made, may be requested to be withdrawn at any time until the deadline for submitting redemption requests, which is two (2) business days prior to the initially scheduled date of the Extraordinary General Meeting, and, thereafter, with JATT’s consent, until the Redemption. However, no withdrawal will be permitted unless the JATT Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If a Public Shareholder delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may simply request that JATT instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of JATT - Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing JATT Ordinary Shares, will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares in the aggregate (“Excess Shares”) without JATT’s prior written consent and provided further that any Public Shareholder on whose behalf a redemption right is being exercised must identify itself to JATT in connection with any redemption election in order to validly redeem such Public Shares. Accordingly, if a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing JATT Ordinary Shares, seeks to redeem Excess Shares, then any such Excess Shares would not be redeemed for cash without JATT’s prior written consent and compliance with the Existing Governing Documents.

The Insiders have agreed to, among other things, vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, they may hold in favor of the Business Combination (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination in accordance with Rule 14e-5 under the Exchange Act), and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any JATT Ordinary Shares held by them. The Sponsor has agreed to also vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares it may hold, in favor of the other Shareholder Proposals. None of the Sponsor nor JATT’s directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares (as defined in the accompanying proxy statement/prospectus) held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Insiders beneficially owned, collectively, % of the issued and outstanding JATT Ordinary Shares.

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The consummation of the Business Combination is conditioned upon the satisfaction or waiver of certain closing conditions, including among other things: (i) the approval of the Required JATT Shareholder Approval (as defined in the accompanying proxy statement/prospectus); (ii) no legal restraint or prohibition issued by any government entity enjoining, prohibiting or preventing the consummation of the Transactions (as defined in the accompanying proxy statement/prospectus) shall be in effect; (iii) the registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act, no stop order shall have been issued by the SEC (as defined in the accompanying proxy statement/prospectus) and shall remain in effect with respect thereto, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending; (iv) the Talawar Stockholder Written Consent (as defined in the accompanying proxy statement/prospectus) shall have been obtained; (v) the Post-Closing Company Shares shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance; and (vi) with respect to Talawar’s obligations only, the satisfaction of the Minimum Cash Condition (as defined in the accompanying proxy statement/prospectus). Both the Business Combination Proposal and the Merger Proposal must be approved by JATT shareholders in order to consummate the Business Combination. The Adjournment Proposal (if presented) is not conditioned on the approval of any other proposal set forth in the proxy statement/prospectus. JATT shareholders are also being asked to approve, on a non-binding advisory basis, the Charter Proposal and the Organizational Documents Proposals. Although the JATT Board is asking its shareholders to approve the Charter Proposal and the Organizational Documents Proposals on a non-binding advisory basis, regardless of the outcome of the non-binding advisory vote on the Organizational Documents Proposals, the Public Certificate of Incorporation will take effect upon the Closing if the Business Combination Proposal is approved, subject to approval by Talawar Stockholders pursuant to the Talawar Stockholder Written Consent.

The JATT Ordinary Shares are currently listed on the Nasdaq Global Market under the symbol “JATT.” Pursuant to the terms of the Business Combination Agreement, as a closing condition, JATT and Talawar are each required to use reasonable best efforts to cause the Post-Closing Company Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the Post-Closing Company Common Stock is intended to be listed, subject to approval by Nasdaq, under the proposed symbol “TLWR.” It is important for you to know that, at the time of our Extraordinary General Meeting, we may not have received from Nasdaq either confirmation of the listing of the Post-Closing Company Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement; provided, however that such condition is also waived by the PIPE Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in the accompanying proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived and therefore the Post-Closing Company Common Stock would not be listed on any nationally recognized securities exchange. If such condition is waived, JATT may not recirculate an updated proxy statement/prospectus or solicit a new vote of JATT shareholders prior to proceeding with the Business Combination and the Merger.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the Extraordinary General Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the Extraordinary General Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Extraordinary General Meeting or any adjournment or postponement thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal is approved at the Extraordinary General Meeting, and if the other conditions to Closing are satisfied or waived. Both the Business Combination Proposal and the Merger Proposal must be approved by JATT shareholders in order to consummate the Business Combination. The Adjournment Proposal (if presented) is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

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If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Extraordinary General Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Extraordinary General Meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Extraordinary General Meeting and will not be voted. If you are a shareholder of record and you attend the Extraordinary General Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS ABANDONED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THEIR RESPECTIVE HOLDERS. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “EXTRAORDINARY GENERAL MEETING OF JATT - REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the JATT Board, I would like to thank you for your support.

Sincerely,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus relates to the Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among JATT II Acquisition Corp., a Cayman Islands exempted company, with limited liability (“JATT”), Talawar Tx Inc., a Delaware corporation (“Talawar”) and Talawar Merger Sub, a Cayman Islands exempted company, with limited liability (“Merger Sub”), pursuant to which, among other things and subject to the terms and conditions contained therein, Merger Sub will merge with and into JATT, with JATT surviving the merger as a wholly-owned subsidiary of Talawar (the “Merger”), a copy of which is attached to this proxy statement/prospectus as Annex A thereto. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” We refer to the new public entity following the consummation of the Transactions as the “Post-Closing Company.” This proxy statement/prospectus serves as:

•

a proxy statement for the Extraordinary General Meeting of JATT (the “Extraordinary General Meeting”), where JATT shareholders will vote on, among other things, proposals to (i) adopt and approve, by ordinary resolution, the Business Combination Agreement and the transactions contemplated hereby (including the Merger); (ii) adopt and approve, by special resolution, the Merger and the plan of merger (referred to herein as the “Plan of Merger”) by and between JATT and Merger Sub; (iii) approve, by ordinary resolution, on an advisory and non-binding basis, the adoption of the amended and restated certificate of incorporation of Talawar to be in effect following the Closing; (iv) approve, by ordinary resolution, on an advisory and non-binding basis, certain material differences between JATT's existing amended and restated memorandum and articles of association and the amended and restated certificate of incorporation of Talawar to be in effect following the Closing; and (v) adopt and approve, by ordinary resolution, a proposal for the adjournment of the Extraordinary General Meeting, if necessary, to a later date or dates, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (i) through (v) together, the “Shareholder Proposals”); and

•

a prospectus for the shares of common stock of the Post-Closing Company that will be issued in connection with the completion of the Transactions.

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MARKET AND INDUSTRY DATA

This proxy statement/prospectus contains estimates and information concerning Talawar’s industry, including market size of the markets in which Talawar participates, that are based on various third-party sources, industry publications and reports, as well as Talawar’s own internal information. This information involves assumptions and limitations, and you are cautioned not to give undue weight to such estimates and information. The markets in which Talawar operates are subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these sources, publications and reports.

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FREQUENTLY USED TERMS

Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:

“25% Redemptions Scenario” means the scenario that illustrates 25% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition.

“50% Redemptions Scenario” means the scenario that illustrates 50% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition.

“75% Redemptions Scenario” means the scenario that illustrates 75% of Public Shareholders exercise their redemption rights while still satisfying the Minimum Cash Condition.

“2026 Plan” means the Talawar Tx Inc. 2026 Stock Incentive Plan.

“Access” means Access Industries, Inc., including Access Biotechnology, the biopharmaceutical investing arm of Access Industries, Inc.

“AI Talawar” means AI Talawar Investor LLC, a Delaware limited liability company.

“Ancillary Documents” means the (a) Registration Rights and Lock-up Agreement, (b) Sponsor Support Agreement, (c) PIPE Subscription Agreements, (d) Stockholder Support Agreements, and (e) each other agreement, document, instrument and/or certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“Antibody Discovery and Option Agreement” means the Antibody Discovery and Option Agreement, dated June 1, 2026, between Talawar and Khanda, pursuant to which Khanda will conduct one or more research programs to generate multispecific antibodies directed to mutually agreed targets, and Talawar has an option to obtain an exclusive license to develop, manufacture, use and commercialize products incorporating any resulting antibodies, including the TALA-711 program.

“Articles of Association” means the memorandum and articles of association of JATT, as in effect immediately prior to the Effective Time.

“Available Cash” means, without duplication, an amount equal to the sum of (a) the gross amount of cash available in the aggregate, whether in or outside the Trust Account (after deducting the amount required to satisfy the JATT Shareholder Redemption Amount) plus (b) the aggregate gross proceeds of the PIPE Financing that have been, or will be, funded in connection with, or prior to, the Closing plus (c) the aggregate gross proceeds from any convertible securities financing (including in respect of SAFEs) or any other alternative financing involving JATT and/or Talawar that have been, or will be, funded in connection with, or prior to, the Closing.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 29, 2026, by and among JATT, Merger Sub and Talawar, as it may be amended, supplemented or restated from time to time in accordance with its terms.

“Bylaws” means the bylaws of Talawar, as in effect immediately prior to the Effective Time.

“Cayman Act” means the Cayman Islands Companies Act (As Revised).

“Certificate of Incorporation” means the certificate of incorporation of Talawar, as in effect immediately prior to the Effective Time.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

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

“Company Acquisition Proposal" shall have the meaning ascribed to it in the Business Combination Agreement.

“Company Expenses” shall have the meaning ascribed to it in the Business Combination Agreement.

“Continental” means Continental Stock Transfer & Trust Company, LLC.

“DC License Agreement” means the Patent and Know-How Licence Agreement, dated June 1, 2026, between Talawar and Khanda, pursuant to which Khanda will conduct a development program to generate bispecific antibodies directed to IL-13 and an additional undisclosed target, and Talawar was granted an exclusive, royalty-bearing license, with the right to grant sublicenses, under certain patents, patent applications and know-how owned or controlled by Khanda to develop, manufacture, use, commercialize and otherwise exploit resulting drug products.

“DGCL” means the Delaware General Corporation Law, as amended.

“DWAC” means the Depository Trust Company’s Deposit and Withdrawal at Custodian System.

“Effective Time” means the date and time that the Merger shall become effective.

“Equity Securities” means any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

“Equity Value” means $120,000,000.

“ESPP” means an employee stock purchase plan, effective as of the Closing Date, reserving for grant thereunder such number of Post-Closing Company Common Stock shares as shall be mutually agreed by Talawar and JATT.

“Excess Shares” means the Public Shares held by a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing JATT Ordinary Shares, in excess of 15% of the Public Shares in the aggregate.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Agent” means the exchange agent appointed in connection with the Merger to facilitate the exchange of JATT Ordinary Shares for Post-Closing Company Common Stock.

“Exchange Ratio” means the quotient obtained by dividing (a) the Transaction Share Consideration, by (b) the number of Fully-Diluted Shares.

“Exchanged Option” means each option to purchase Talawar Common Shares that is outstanding and unexercised immediately prior to the Effective Time, whether then vested or unvested, which shall be converted into an option to purchase a number of shares of Post-Closing Company Common Stock (rounded down to the nearest whole share) equal to (i) the number of Talawar Shares subject to such Talawar Option immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Talawar Option immediately prior to the Effective Time, divided by (B) the Exchange Ratio, in each case determined in a manner consistent with Section 409A of the Code (and Section 424(a) of the Code, as applicable).

“Extraordinary General Meeting” means the extraordinary general meeting of shareholders of JATT, to be held via live webcast at     Eastern Time, on     . For purposes of Cayman Islands law and the Articles of Association, the physical location of the Extraordinary General Meeting will be the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, New York 10017.

“FDA” means the United States Food and Drug Administration.

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“Founder Shares” means the 1,725,000 JATT Ordinary Shares purchased by the Sponsor for an aggregate consideration of $25,000, or approximately $0.014 per share.

“Fully-Diluted Shares” means an amount equal to, without duplication, (a) the aggregate number of Talawar Shares and any other shares of capital stock of Talawar that are issued and outstanding as of immediately prior to the Effective Time calculated on a fully-diluted basis (with Talawar Preferred Shares deemed included on an as-converted to Talawar Common Shares basis), including (x) Talawar Shares issuable upon the exercise of Talawar Options solely to the extent exercised prior to Closing and (y) any Talawar Shares and any other shares of capital stock of Talawar underlying the Equity Securities issued in connection with any Talawar Interim Financing, plus (b) the aggregate number of Talawar Shares issuable upon the full conversion of Talawar Convertible Instruments that are outstanding as of immediately prior to the Effective Time. “Fully-Diluted Shares” shall not include Talawar Shares issuable upon the exercise of Exchanged Options or issued pursuant to the Talawar Equity Plan.

“GAAP” means accounting principles generally accepted in the United States of America.

“Governmental Entity” means any United States or non-United States (a) federal, state, local, municipal or other government, (b) governmental entity of any nature (including any governmental agency, branch, department, official, or entity and any court or other tribunal) or (c) body entitled under applicable Law to exercise any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature, including any arbitral tribunal (public or private).

“Guggenheim Securities” means Guggenheim Securities, LLC.

“Houlihan Capital” means Houlihan Capital, LLC.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Insiders” means the Sponsor, Dr. Someit Sidhu, Nicholas Fernandez, Verender S. Badial, Christopher Staral, Arjun Goyal, Jonathon Kluft and Brad Middlekauff.

“Indebtedness” shall have the meaning ascribed to it in the Business Combination Agreement.

“Intended Tax Treatment” means that the parties to the Business Combination Agreement intend for such agreement to constitute (a) a “plan of reorganization” within the meaning of Section 368 of the Code and Treasury Regulations promulgated thereunder, and (b) the Merger be treated as a “reorganization” within the meaning of Section 368 of the Code for U.S. federal income tax purposes.

“IPO” means the initial public offering of JATT of 6,000,000 JATT Ordinary Shares, which closed on April 20, 2026.

“IPO Promissory Note” means the loan agreement entered into between JATT and the Sponsor on February 12, 2026, whereby the Sponsor agreed to loan JATT an aggregate of up to $300,000 to cover expenses related to the IPO pursuant to a promissory note.

“IRS” means the Internal Revenue Service.

“JATT” means JATT II Acquisition Corp.

“JATT Acquisition Proposal” shall have the meaning ascribed to it in the Business Combination Agreement.

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

“JATT Dissenting Shares” means JATT Ordinary Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of the Business Combination Proposal or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 238 of the Cayman Act.

“JATT Expenses” shall have the meaning ascribed to it in the Business Combination Agreement.

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“JATT Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of JATT, or (b) the ability of JATT to consummate the Merger in accordance with the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a JATT Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws, (v) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement(provided that the exception in this clause (v) shall not apply to the representations and warranties set forth in Section 4.10 to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 6.2(a) to the extent it relates to such representations and warranties), (vi) the extent of JATT Ordinary Shares redeemed pursuant to the JATT Shareholder Redemption Right, or (vii) the failure to obtain the Required JATT Shareholder Approval; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (iv) may be taken into account in determining whether a JATT Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has had or would reasonably be expected to have a disproportionate adverse effect on JATT relative to other similarly situated special purpose acquisition companies operating in the industries or markets in which JATT operates.

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

“JATT Redeeming Stock” means the JATT Ordinary Shares in respect of which the holder thereof (as determined in accordance with the Articles of Association) has validly exercised (and not validly revoked, withdrawn or lost) his, her or its JATT Shareholder Redemption Right.

“JATT Shareholder Approval” means, collectively, the Required JATT Shareholder Approval and the Other JATT Shareholder Approval.

“JATT Shareholder Redemption Amount” means the aggregate amount payable with respect to all shares of JATT Redeeming Stock.

“JATT Shareholder Redemption Right” means the right of the Public Shareholders to redeem all or a portion of their JATT Ordinary Shares (in connection with the transactions contemplated by the Business Combination Agreement or otherwise) as set forth in the Articles of Association.

“JATT Treasury Stock” means JATT Ordinary Shares that are owned by JATT as treasury shares or any shares of JATT Ordinary Shares owned by any direct or indirect subsidiary of JATT immediately prior to the Effective Time.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“Khanda” means Khanda Therapeutics L.P.

“Khanda Agreements” means, collectively, the TALA-125 License Agreement, the DC License Agreement and the Antibody Discovery and Option Agreement.

“Law” means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code, edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, order or consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

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“Letter Agreement” means the letter agreement, dated as of April 16, 2026, by and among JATT, the Sponsor and each of JATT’s officers, directors and director nominees, pursuant to which, among other things, the Sponsor and each Insider agreed to (a) vote any JATT Ordinary Shares owned by them in favor of any proposed business combination (except with respect to any Public Shares which may not be voted in favor of approving a business combination in accordance with Rule 14e-5 under the Exchange Act), (b) waive any redemption rights with respect to JATT Ordinary Shares held by them in connection with the consummation of a business combination or any amendment to the Articles of Association, and (c) waive any right, title, interest or claim of any kind in or to any monies held in the Trust Account with respect to any JATT Ordinary Shares held by them, a copy of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

“Lock-Up Shares” shall have the meaning ascribed to it in the Registration Rights and Lock-Up Agreement.

“Maximum Redemptions Scenario” means the scenario that illustrates the largest number of redemptions by Public Shareholders that can occur while still satisfying the Minimum Cash Condition.

“Material Contract” shall have the meaning ascribed to it in the Business Combination Agreement.

“Merger” means the merger of Merger Sub with and into JATT, with JATT continuing as the surviving entity.

“Merger Sub” means Talawar Merger Sub, a Cayman Islands exempted company.

“Minimum Cash Condition” means the condition to the obligations of Talawar to consummate the Transactions that there will be at least $125.0 million of Available Cash, after accounting for the Company Expenses and JATT Expenses.

“Nasdaq” means the Nasdaq Capital Market.

“Nasdaq Rules” means the listing rules of the Nasdaq Stock Market.

“No Redemptions Scenario” means the scenario that assumes no Public Shareholders exercise their redemption rights.

“Non-Party Affiliate” shall have the meaning ascribed to it in the Business Combination Agreement.

“Other JATT Shareholder Approval” shall have the meaning ascribed to it in the Business Combination Agreement.

“Outside Date” means the date at which JATT or Talawar may terminate the Business Combination Agreement if the transactions contemplated thereby shall not have been consummated on or prior to January 31, 2027.

“PCAOB Financials” shall have the meaning ascribed to it in the Business Combination Agreement.

“PIPE Financing” means the private placement pursuant to which JATT and Talawar entered into PIPE Subscription Agreements with certain investors, pursuant to which, subject to the terms and conditions thereof, Talawar has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to purchase, an aggregate of $225,000,000 of Post-Closing Company Common Stock at a purchase price of $10.00 per share.

“PIPE Investment Amount” means the $225,000,000 in aggregate gross proceeds to the Post-Closing Company from the sale of the PIPE Shares.

“PIPE Investors” means the investors participating in the PIPE Financing.

“PIPE Shares” means the aggregate of 22,500,000 shares of Post-Closing Company Common Stock to be issued and sold to the PIPE Investors pursuant to the PIPE Subscription Agreements at a purchase price of $10.00 per share.

“PIPE Subscription Agreements” means the common stock subscription agreements entered into by and among Talawar and the investors party thereto, in each case, dated as of June 29, 2026 and entered into in connection with the PIPE Financing.

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“Plan of Merger” means the plan of merger by and between JATT and Merger Sub, substantially in the form attached to this proxy statement/prospectus as Annex B.

“Post-Closing Company” means Talawar Tx Inc., the public entity following the consummation of the business combination.

“Post-Closing Company Board” means the board of directors of the Post-Closing Company.

“Post-Closing Company Common Stock” or “Post-Closing Company Shares” mean shares of common stock, par value $0.00001 per share, of the Post-Closing Company.

“Post-Closing Company Options” means all issued and outstanding options to purchase shares of Post-Closing Company Common Stock, including Talawar options assumed by the Post-Closing Company that become an option to purchase shares of Post-Closing Company Common Stock in accordance with the terms of the Business Combination Agreement.

“Public Bylaws” means the bylaws of the Post-Closing Company, in the form filed as an exhibit to the registration statement of which this prospectus forms a part, to be in effect immediately after the Effective Time.

“Public Certificate of Incorporation” means the certificate of incorporation of the Post-Closing Company, in the form filed as an exhibit to the registration statement of which this prospectus forms a part, to be in effect immediately after the Effective Time.

“Public Shareholders” means the non-Insider holders of Public Shares.

“Public Shares” means the JATT Ordinary Shares sold in the IPO, whether they were purchased in the IPO or thereafter in the open market.

“Private Placement” means that certain private placement to the Sponsor of 300,000 JATT Ordinary Shares at a price of $10.00 per share, generating total proceeds of $3,000,000.

“Private Placement Shares” means the 300,000 JATT Ordinary Shares sold to the Sponsor at a price of $10.00 per share in the Private Placement.

“pro forma” means giving pro forma effect to the Transactions and the other related events contemplated by the Business Combination Agreement.

“Redemption” means the redemption of Public Shares by Public Shareholders.

“Record Date” means the close of business on      .

“Redemption Deadline” means the last date and time at which any holder of JATT Ordinary Shares (other than the Insiders) may exercise its right to redeem all or a portion of their JATT Ordinary Shares (in connection with the transactions contemplated by the Business Combination Agreement or otherwise) as set forth in the Articles of Association.

“Redemption Price” means an amount equal to the price at which each Public Share may be redeemed by a Public Shareholder (other than the Insiders) pursuant to the redemption rights provided by the Articles of Association, which price will be the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (net of taxes payable) and not previously released to JATT to pay its taxes, divided by the number of then issued Public Shares.

“Required JATT Shareholder Approval” means the approval of the Business Combination Proposal by the affirmative vote of the holders of the requisite number of JATT Ordinary Shares entitled to vote thereon, whether in person or by proxy at the Extraordinary General Meeting (or any adjournment or postponement thereof), in accordance with the Articles of Association and applicable Law.

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“Registration Rights and Lock-Up Agreement” means the Registration Rights and Lock-Up Agreement, to be effective as of the Closing Date, by and among the Post-Closing Company, certain JATT shareholders and certain Talawar Stockholders.

“Resale Registration Statement” means the registration statement to be filed by the Post-Closing Company with the SEC registering the resale of certain securities held by or issuable to the parties to the Registration Rights and Lock-Up Agreement (excluding any PIPE Shares), which the Post-Closing Company has agreed to file within 30 calendar days after the Closing.

“Representatives” shall have the meaning ascribed to it in the Business Combination Agreement.

“SAFE” means a simple agreement for future equity.

“Shareholder Proposals” means the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Organizational Documents Proposals and the Adjournment Proposal (if presented).

“Sponsor” means JATT Ventures II L.P., a Cayman Islands exempted limited partnership.

“Sponsor Forfeiture” means the forfeiture of 150,000 Sponsor Shares by the Sponsor pursuant to the terms of the Sponsor Support Agreement.

“Sponsor Support Agreement” means the sponsor support agreement, pursuant to which, among other things, the Sponsor has agreed to (a) vote in favor of the Business Combination Agreement and the transactions contemplated hereby (including the Merger), (b) waive any adjustment to the conversion ratio set forth in the Articles of Association, any other anti-dilution or similar protections with respect to the JATT Ordinary Shares (whether resulting from the transactions contemplated by the PIPE Subscription Agreements or otherwise) and any redemption rights and (c) agree to surrender for no consideration, in connection with the Closing, 150,000 JATT Ordinary Shares.

“Stock Split” means the stock split effected by Talawar immediately prior to the Effective Time, pursuant to which each Talawar Common Share that is issued and outstanding immediately prior to the Effective Time shall be split into a number of Post-Closing Company Common Stock shares determined by multiplying each such Talawar Common Share by the Exchange Ratio.

“Stockholder Support Agreement” means a stockholder support agreement, pursuant to which, among other things, Khanda Therapeutics L.P. has agreed to, among other things, (a) support and vote (or provide a written consent) in favor of the Business Combination Agreement, such other Ancillary Documents to which Talawar is or will be a party and the transactions contemplated hereby and thereby (including the Merger), (b) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing, and (c) a release of claims against Talawar, JATT, Merger Sub.

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

“Securities Act” means the Securities Act of 1933, as amended.

“SPAC” means a special purpose acquisition company.

“Sponsor Shares” means collectively the Founder Shares and the Private Placement Shares.

“Surviving Entity Articles” means the second amended and restated memorandum and articles of association of JATT (as the surviving entity) a copy of which is attached to the proxy statement/prospectus as Annex D.

“TALA-125 License Agreement” means the Patent and Know-How License Agreement, dated May 6, 2026, between Talawar and Khanda, pursuant to which Talawar was granted an exclusive, royalty-bearing license, with the right to grant sublicenses, under certain patents, patent applications and know-how owned or controlled by Khanda to develop, manufacture, have manufactured, use, commercialize and otherwise exploit drug products that comprise IL-13/IL-18 bispecific antibodies disclosed or claimed in the licensed patents, including TALA-125, and derivatives thereof.

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“Talawar” means Talawar Tx Inc., a Delaware corporation (or, as expressly stated in this proxy statement/prospectus or the context otherwise requires, the Post-Closing Company).

“Talawar Board” means the board of directors of Talawar prior to the closing of the Transactions.

“Talawar Common Shares” means Talawar’s common stock, par value $0.00001 per share, issued and outstanding prior to the closing of the Transactions.

“Talawar Convertible Instruments” means convertible financing instruments that convert into Talawar Shares, including SAFEs.

“Talawar Equity Plan” or “Prior Plan” means, collectively, (a) Talawar Tx Inc. 2026 Equity Incentive Plan and (b) each other plan that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of Talawar of rights of any kind to receive Equity Securities of Talawar or benefits measured in whole or in part by reference to Equity Securities of Talawar.

“Talawar Interim Financing” means any fundraising transactions from and after the date of the Business Combination Agreement (excluding the PIPE Financing) for aggregate net proceeds of up to $30,000,000 to Talawar.

“Talawar Material Adverse Effect” means any change, event, effect or occurrence that, individually or in the aggregate with any other change, event, effect or occurrence, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations or financial condition of Talawar, or (b) the ability of Talawar to consummate the Merger in accordance with the terms of this Agreement; provided, however, that, in the case of clause (a), none of the following shall be taken into account in determining whether a Talawar Material Adverse Effect has occurred or is reasonably likely to occur: any adverse change, event, effect or occurrence arising after the date of this Agreement from or related to (i) general business or economic conditions in or affecting the United States, or changes therein, or the global economy generally, (ii) any national or international political or social conditions in the United States or any other country, including the engagement by the United States or any other country in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence in any place of any military or terrorist attack, sabotage or cyberterrorism, (iii) changes in conditions of the financial, banking, capital or securities markets generally in the United States or any other country or region in the world, or changes therein, including changes in interest rates in the United States or any other country and changes in exchange rates for the currencies of any countries, (iv) changes in any applicable Laws or the interpretation or enforcement thereof by any Governmental Entity, (v) any change, event, effect or occurrence that is generally applicable to the industries or markets in which Talawar operates, (vi) the execution or public announcement of this Agreement or the pendency or consummation of the transactions contemplated by this Agreement, including the impact thereof on the relationships, contractual or otherwise, of Talawar with employees, customers, investors, contractors, lenders, suppliers, vendors, partners, licensors, licensees, payors or other third parties related thereto (provided that the exception in this clause (vi) shall not apply to the representations and warranties set forth in Section 3.4 of the Business Combination Agreement to the extent that its purpose is to address the consequences resulting from the public announcement or pendency or consummation of the transactions contemplated by this Agreement or the condition set forth in Section 6.2(a) of the Business Combination Agreement to the extent it relates to such representations and warranties), (vii) any failure by Talawar to meet, or changes to, any internal or published budgets, projections, forecasts, estimates or predictions (although the underlying facts and circumstances resulting in such failure may be taken into account to the extent not otherwise excluded from this definition pursuant to clauses (i) through (vi) or (viii) through (x)), or (viii) any hurricane, tornado, flood, earthquake, tsunami, natural disaster, mudslides, wild fires, epidemics, pandemics or quarantines, acts of God or other natural disasters or comparable events in the United States or any other country or region in the world, or any escalation of the foregoing, (ix) any actions taken or omitted to be taken by Talawar at the written request or with the written consent of JATT, (x) any changes in GAAP or other applicable accounting standards or the interpretation thereof, (xi) any loss of employees, customers, suppliers, distributors, licensors, licensees or other business partners to the extent resulting from the public announcement or pendency of the transactions contemplated by this Agreement, (xii) any litigation arising from or relating to this Agreement or the transactions contemplated hereby, (xiii) any determination by, or delay of a determination by, the FDA or any other Governmental Entity, or any panel, or advisory body empowered or appointed thereby, with respect to any applications, approvals or clearances relating to Talawar’s or its competitors’ or potential competitors’ product candidates, products, or programs, (xiv) any results, outcomes, data, indications, adverse events, side effects or safety observations arising from preclinical trials, clinical trials or testing (including any stability testing), including any requirement to conduct further clinical studies

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or tests or any increased incidence or severity of any previously identified side effects, adverse effects, adverse events or safety observations or reports of any new side effects, adverse events or safety observations, with respect to Talawar’s or its competitors’ product candidates, products or program, (xv) the results of, or any data derived from, any preclinical or clinical testing being conducted by or on behalf of any actual competitor of Talawar or any announcements thereof, or (xvi) any regulatory, preclinical or clinical, competitive, pricing reimbursement or manufacturing effects, changes, events, facts, circumstances or occurrences relating to or affecting any product candidate of Talawar or any product or product candidate competitive with or related to any product candidate of Talawar; provided, however, that any change, event, effect or occurrence resulting from a matter described in any of the foregoing clauses (i) through (v) or (viii) through (xii) may be taken into account in determining whether a Talawar Material Adverse Effect has occurred or is reasonably likely to occur to the extent such change, event, effect or occurrence has had or would reasonably be expected to have a disproportionate adverse effect on Talawar, taken as a whole, relative to other participants operating in the industries or markets in which Talawar operates.

“Talawar Option” means each issued and outstanding option to purchase Talawar Common Shares that is outstanding and unexercised immediately prior to the Effective Time.

“Talawar Preferred Shares” means Talawar’s shares of Series L Preferred Stock, par value $0.00001 per share, issued and outstanding prior to the closing of the Transactions.

“Talawar Shares” means Talawar Common Shares and Talawar Preferred Shares, issued and outstanding prior to the closing of the Transactions.

“Talawar Stockholder Written Consent” means the written consent in lieu of a meeting (in form and substance reasonably satisfactory to JATT) approving the Business Combination Agreement, the Ancillary Documents to which Talawar is or will be a party and the transactions contemplated by the Business Combination Agreement and the Ancillary Documents (including the Merger, that is duly executed by the Talawar Stockholders that hold at least the requisite number of issued and outstanding Talawar Shares required to approve and adopt such matters in accordance with the DGCL and the Bylaws and Certificate of Incorporation).

“Talawar Stockholders” means the holders of Talawar Shares as of any determination time prior to the Effective Time, including the holders of Talawar Convertible Instruments, which will become Talawar Stockholders immediately prior to the Closing upon conversion of such Talawar Convertible Instruments for Talawar Shares pursuant to the terms of the Business Combination Agreement.

“Tax Return” means returns, information returns, statements, declarations, claims for refund, schedules, attachments and reports relating to Taxes required to be filed with any Governmental Entity.

“Transaction Share Consideration” means an aggregate number of Post-Closing Company Common Stock shares equal to (a) the Equity Value divided by (b) $10.00.

“Transactions” means the Merger and other transactions contemplated by the Business Combination Agreement and the Ancillary Documents.

“Trust Account” means the trust account of JATT that holds the proceeds from the IPO.

“Trust Agreement” means the Investment Management Trust Agreement, dated April 16, 2026, by and between JATT and Continental.

“U.S. Holder” has the meaning ascribed to such term in the section “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

“Working Capital Loans” means loans made to JATT by the Sponsor, an affiliate of the Sponsor, or certain of JATT’s officers and directors, to finance transaction costs in connection with a business combination or to fund working capital deficiencies.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following are answers to some questions that you, as a shareholder of JATT, may have regarding the Business Combination and the Extraordinary General Meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all the information that might be important to you with respect to the Shareholder Proposals (as defined in the accompanying proxy statement/prospectus) and the other matters being considered at the Extraordinary General Meeting. Additional important information is also contained in the annexes to and the documents incorporated by reference into this proxy statement/prospectus.

Q: What will happen in the Business Combination?

A: On June 29, 2026, JATT entered into a Business Combination Agreement, by and among JATT, Talawar and Merger Sub. The Business Combination Agreement provides that, among other things, Merger Sub will merge with and into JATT, with JATT surviving the Merger as a wholly-owned subsidiary of Talawar. Pursuant to the Business Combination Agreement, subject to, and in accordance with the terms and conditions of the Business Combination Agreement:

(a)

immediately prior to the Stock Split, all outstanding Talawar Convertible Instruments will be converted into Talawar Common Shares, pursuant to their respective terms, and all outstanding shares of Talawar Preferred Shares, will be automatically converted into Talawar Common Shares in accordance with the terms of Talawar’s Certificate of Incorporation and Bylaws, as in effect immediately prior to the Effective Time;

(b)

immediately prior to the Effective Time, Talawar will effect the Stock Split pursuant to which each Talawar Common Share that is issued and outstanding immediately prior to the Effective Time shall be split into a number of shares of Post-Closing Company Common Stock determined by multiplying each such Talawar Common Share by the Exchange Ratio; and

(c)

immediately prior to the Effective Time, each outstanding and unexercised Talawar Option will be converted into an Exchanged Option.

Prior to the Closing, Talawar will take all necessary or appropriate actions to give effect to the foregoing conversions. Subject to the terms and conditions of the Business Combination Agreement, the aggregate equity value to be paid to Talawar Stockholders via the Stock Split will be $120,000,000, which consideration will be paid entirely in Post-Closing Company Shares at a deemed value of $10.00 per share, resulting in an aggregate of 12,000,000 Post-Closing Company Shares (the “Transaction Share Consideration”), subject to adjustment based on the Exchange Ratio, resulting in 12,534,278 shares of Post-Closing Company Common Stock based on the Exchange Ratio and Fully-Diluted Shares as of June 30, 2026. Each JATT Ordinary Share issued and outstanding as of immediately prior to the Effective Time (other than JATT Treasury Stock, JATT Redeeming Stock, and JATT Dissenting Shares) will be automatically cancelled and converted into the right to receive one (1) Post-Closing Company Share. The Exchange Ratio is the quotient obtained by dividing the Transaction Share Consideration by the number of Fully-Diluted Shares. In connection with the Business Combination, the cash held in the Trust Account after giving effect to any redemption of shares by the Public Shareholders will be used to pay certain fees and expenses in connection with the Business Combination, and for working capital and general corporate purposes.

Q: Why am I receiving this proxy statement/prospectus?

A: JATT shareholders are being asked to consider and vote upon a proposal to approve and adopt the Business Combination Agreement, and the other Shareholder Proposals described in this proxy statement/prospectus. You are receiving this proxy statement/prospectus because you were a shareholder of record of JATT Ordinary Shares at the close of business on the Record Date for the Extraordinary General Meeting, and are therefore entitled to vote at the Extraordinary General Meeting. This proxy statement/prospectus summarizes the information that you need to know in order to cast your vote. JATT urges its shareholders to read the Business Combination Agreement in its entirety, which is attached to this proxy statement/prospectus as Annex A. YOUR VOTE IS IMPORTANT. YOU ARE ENCOURAGED TO SUBMIT YOUR PROXY AS SOON AS POSSIBLE

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AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

Q. What proposals are shareholders of JATT being asked to vote upon?

A. At the Extraordinary General Meeting, JATT is asking holders of JATT Ordinary Shares to consider and vote upon:

•

The Business Combination Proposal;

•

The Merger Proposal;

•

The Charter Proposal;

•

The Organizational Documents Proposals; and

•

The Adjournment Proposal (if presented).

JATT will hold the Extraordinary General Meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. Shareholders of JATT should read it carefully.

After careful consideration, the JATT Board has determined that each of the Shareholder Proposals are in the best interests of JATT and its shareholders and unanimously recommends, except for Dr. Sidhu, who recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar (as further described in the proxy statement/prospectus), that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of JATT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JATT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, JATT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination  Proposal — The JATT Board’s Reasons for the Approval of the Business Combination” for a further discussion of these considerations as well as “What was the nature and extent of the relationships between Dr. Someit Sidhu, the Sponsor, Talawar, Khanda and Access that existed prior to the execution of the Business Combination Agreement?”.

Q. Are the proposals conditioned on one another?

A. Yes. Both the Business Combination Proposal and the Merger Proposal must be approved by JATT shareholders in order to consummate the Business Combination. If the Business Combination Proposal is not approved, the JATT shareholders will not be provided an opportunity to vote on the Merger Proposal. None of the Charter Proposal, the Organizational Documents Proposals or the Adjournment Proposal (if presented) is conditioned upon the approval of any other proposal.

Q. Why is JATT proposing the Business Combination?

A. JATT was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination involving JATT and one or more businesses or entities. The JATT Board considered a wide variety of factors in connection with its evaluation of the Business Combination, as well as the JATT Board’s review of the results of the due diligence conducted by JATT management and JATT’s advisors. As a result, the JATT Board concluded that a transaction with Talawar would present the most attractive opportunity to maximize value for JATT shareholders. Please see the subsection entitled “Proposal No. 1 — The Business Combination  Proposal — The JATT Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information. JATT shareholder approval of the Business Combination is required by the Business Combination Agreement and Articles of Association.

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Q: What is the consideration being paid to Talawar securityholders?

A: If the Business Combination is completed, and subject to the terms and conditions of the Business Combination Agreement, the aggregate equity value to be paid to Talawar Stockholders via the Stock Split will be $120,000,000, which consideration will be paid entirely in Post-Closing Company Shares at a deemed value of $10.00 per share, resulting in the Transaction Share Consideration. The Exchange Ratio is the quotient obtained by dividing the Transaction Share Consideration by the number of Fully-Diluted Shares. Based on the Exchange Ratio and Fully-Diluted Shares as of June 30, 2026, and subject to adjustment, Talawar Stockholders will receive 12,534,278 shares of Post-Closing Company Common Stock.

Q: What conditions must be satisfied to complete the Business Combination?

A: The consummation of the Business Combination is conditioned upon, among other things, (i) approval by the JATT shareholders of both the Business Combination Proposal and the Merger Proposal, (ii) approval by Talawar Stockholders, (iii) no law or order enjoining or prohibiting the consummation of the Transactions being in force, (iv) the satisfaction of the Minimum Cash Condition, (v) receipt of approval for listing on Nasdaq of the shares of Post-Closing Company Common Stock, (vi) the effectiveness of this registration statement on Form S-4, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations, and (viii) no Talawar Material Adverse Effect or JATT Material Adverse Effect having occurred since signing that is continuing at Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could terminate and the Business Combination may not be consummated. For more information about conditions to the consummation of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Closing Conditions.”

Q: When is the Business Combination expected to occur?

A: The Closing is expected to take place no later than (i) the third (3rd) business day following the satisfaction or waiver of the conditions described below under the section titled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Closing Conditions” or (ii) at such other place, date and/or time as JATT and Talawar may agree in writing. The Business Combination Agreement may be terminated by either JATT or Talawar if the Closing has not occurred by the Outside Date. For a description of the conditions to the Closing, see the section titled “Proposal No. 1 — The Business Combination  Proposal — Certain Agreements Related to the Business Combination — Closing Conditions.”

Q: What happens if a business combination is not consummated?

A: If JATT does not consummate a business combination by April 20, 2028, including the Business Combination contemplated hereby, it will trigger its automatic winding up, dissolution and liquidation of JATT pursuant to the terms of the Articles of Association. As a result, this has the same effect as if JATT had formally gone through a voluntary liquidation procedure under the laws of the Cayman Islands. Accordingly, no vote would be required from JATT’s shareholders to commence such a voluntary winding up, dissolution and liquidation. If JATT is unable to consummate its initial business combination by April 20, 2028, it will, as promptly as possible but not more than ten (10) business days thereafter, redeem 100% of outstanding JATT Ordinary Shares for a pro rata portion of the funds held in the Trust Account, including a pro rata portion of any interest earned on the funds held in the Trust Account and not necessary to pay its taxes, and then seek to liquidate and dissolve. The estimated consideration that each JATT Ordinary Share would be paid at liquidation would be approximately $10.16 per share for the Public Shareholders based on amounts on deposit in the Trust Account as of September 30, 2026, which was $60,948,686.60. The Insiders have waived the right to any liquidation distribution with respect to any JATT Ordinary Shares held by them.

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Q. Did the JATT Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A. Yes. Although the Articles of Association do not require the JATT Board to seek a third-party valuation or fairness opinion in connection with its initial business combination unless the target business is affiliated with JATT’s initial shareholders, officers, directors or their affiliates, the JATT Board received an opinion from Houlihan Capital, LLC (“Houlihan Capital”) in connection with the proposed Business Combination to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, the consideration to be paid by JATT pursuant to the terms of the Business Combination Agreement is fair, from a financial point of view, to JATT. For a description of the opinion issued by Houlihan Capital to the JATT Board, please see “Proposal No. 1: The Business Combination Proposal — Opinion of Houlihan Capital.”

Q: What happens to the funds deposited in the Trust Account following the Business Combination?

A: Following the Closing, holders of public JATT Ordinary Shares eligible to and exercising redemption rights will receive their per share Redemption Price out of the funds in the Trust Account. The balance of the funds will be released to the Post-Closing Company to fund its working capital needs. As of September 30, 2026, there was approximately $60,948,686.60 in the Trust Account (including $948,686.60 of accrued interest which JATT can withdraw to pay taxes). JATT estimates that approximately $10.16 per outstanding JATT Ordinary Share will be paid to the Public Shareholders exercising their redemption rights.

Q: What happens if a substantial number of Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

The Public Shareholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of Public Shareholders are substantially reduced as a result of redemptions by Public Shareholders. With fewer Public Shares and Public Shareholders, the trading market for Post-Closing Company Shares may be less liquid than the market for the Public Shares was prior to the Business Combination and the Post-Closing Company may not be able to meet the listing standards for Nasdaq. If the Post-Closing Company’s Shares are not listed on Nasdaq and certain other conditions are not met, the PIPE Financing will not close and any monies paid by the applicable subscriber to Talawar pursuant to the PIPE Subscription Agreement shall promptly be returned to the PIPE Investors without any deduction for or on account of any tax, withholding, charges, or set-off. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into Talawar’s business will be reduced. See “Risk Factors” for more details.

The Business Combination may be consummated even though the funds available from the trust account and the number of Public Shareholders are substantially reduced as a result of redemption by Public Shareholders, subject to the requirements of the Minimum Cash Condition.

The potential impact on Post-Closing Company ownership, inclusive of Post-Closing Company Shares issuable under the Prior Plan as of Closing and under the 2026 Plan (to be in effect as of Closing) of different redemption levels is illustrated below through a comparison of a No Redemptions Scenario, 25% Redemptions Scenario, 50% Redemptions Scenario, 75% Redemptions Scenario and a Maximum Redemptions Scenario. Increasing levels of redemption will increase the dilutive effects on non-redeeming shareholders.

(1)

Assumes no Public Shareholders exercise their redemption rights.

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(2)

Assumes redemptions of 1,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(3)

Assumes redemptions of 3,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(4)

Assumes redemptions of 4,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(5)

Assumes redemptions of 6,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(6)

Consists of 12,534,278 shares of Post-Closing Company Common Stock issuable in respect of Talawar Shares. Both are based on an assumed Exchange Ratio of 1.0556. The Exchange Ratio reflects the Talawar Share and Talawar Option, in each case, outstanding as of June 30, 2026 and does not reflect any issuances of Talawar Shares after such date.

(7)

Includes 300,000 Private Placement Shares held by the Sponsor and 1,350,000 Founder Shares held by the Sponsor. Sponsor shall, in connection with the Closing, surrender to JATT for no consideration 150,000 Sponsor Shares for cancellation, which Sponsor Shares shall be entitled to vote at the Extraordinary General Meeting.

(8)

Pursuant to the terms of the PIPE Subscription Agreements, as described above, Post-Closing Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy, 22,500,000 PIPE Shares at a purchase price of $10.00 per share for an aggregate commitment of $225.0 million. Marc Schegerin, Chief Executive Officer of Talawar, and current Talawar Stockholder, and AI Talawar, an affiliate of Access Biotechnology, holder of an $18.18 million SAFE that will convert (at a discount) into Post-Closing Company Shares in connection with the Business Combination, participated in the PIPE Financing and have agreed to purchase 50,000 PIPE Shares and 4,000,000 PIPE Shares, respectively. Arjun Goyal and Christopher Staral, independent directors of JATT, participated in the PIPE Financing through Triple Helix Master Fund LP and Vianti Capital Fund I, L.P., respectively, and have agreed to purchase 1,650,000 PIPE Shares and 62,500 PIPE Shares, respectively.

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Q: Who are the anticipated directors and managers of the Post-Closing Company following the Business Combination?

A. The anticipated directors and managers of the Post-Closing Company following the Business Combination are set forth below:

Q: Following the Business Combination, will the Post-Closing Company’s securities trade on a stock exchange?

A.

Yes. The Post-Closing Company intends to apply to list the Post-Closing Company Common Stock on Nasdaq under the proposed symbol “TLWR” upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, JATT and Talawar are each required to use reasonable best efforts to cause the Post-Closing Company Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of the Extraordinary General Meeting, we may not have received from Nasdaq either confirmation of the listing of the Post-Closing Company Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement; provided, however that such condition is also waived by the PIPE Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived and therefore the Post-Closing Company Common Stock would not be listed on any nationally recognized securities exchange. If such condition is waived, JATT may not recirculate an updated proxy statement/prospectus or solicit a new vote of JATT shareholders prior to proceeding with the Business Combination and the Merger. See “Risk Factors — Risk Related to Talawar and the Post-Closing Company — Additional Risks Related to Ownership of the Post-Closing Company’s Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company — There can be no assurance that the Post-Closing Company Common Stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing” for additional information.

Q: Do any of JATT’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

A.

Yes. The Sponsor and JATT’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of JATT’s shareholders generally. The JATT Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that JATT’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination  Proposal — The JATT Board’s Reasons for the Approval of the Business Combination” for more information as well as “What was the nature and extent of the

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relationships between Dr. Someit Sidhu, the Sponsor, Talawar, Khanda and Access that existed prior to the execution of the Business Combination Agreement?”.

Q: What was the nature and extent of the relationships between Dr. Someit Sidhu, the Sponsor, Talawar, Khanda and Access that existed prior to the execution of the Business Combination Agreement?

A.

Dr. Sidhu is the Chairman and Chief Executive Officer of JATT, a limited partner of the Sponsor and the sole member of the general partner of the Sponsor and has voting and investment discretion with respect to the JATT Ordinary Shares held from time to time by the Sponsor. In addition, Dr. Sidhu is also the founder and Chief Executive Officer of Khanda, which licensed to Talawar rights to the assets it is developing, and is, as of the date of this proxy statement/prospectus, the majority stockholder of Talawar. In addition, Dr. Sidhu serves on the board of directors of both Talawar and Khanda. As discussed elsewhere in this proxy statement, upon a Qualified Financing, as defined in the TALA-125 License Agreement, Talawar is obligated to reimburse Khanda $18.0 million, which consists of $6.1 million of research and development costs and $1.6 million of general and administrative costs that were incurred by Khanda related to TALA-125 prior to the entry into the TALA-125 License Agreement by Talawar and Khanda, together with a mark-up charged by Khanda.

Dr. Becker (Managing Director at Access Biotechnology) and Dr. Borowski (Principal at Access Biotechnology) are also both directors of both Talawar and Khanda, and, accordingly, three members of the Talawar Board (and the expected Post-Closing Company Board) also constitute the entire board of directors of Khanda. In addition, Access, a founding investor of Talawar and, upon Closing, as a result of the conversion of its SAFE into Post-Closing Company Shares and its participation in the PIPE Financing, will be a significant stockholder of the Post-Closing Company. In addition, Access is also an investor in Khanda where it controls a majority of Khanda’s outstanding equity interests and has appointed a majority of the members of the board of directors of Khanda, and as a result, has effective control over the appointment of any executive officers of Khanda.

As disclosed in the prospectus pertaining to the IPO, AI Biotechnology, an affiliate of Access, indicated an interest to purchase up to an aggregate of $30,000,000 JATT Ordinary Shares in a private placement that would occur concurrently with the consummation of JATT's initial business combination. Accordingly, AI Talawar Investor LLC, a fund affiliated with Access, has agreed to invest $40 million in the PIPE Financing to acquire 4,000,000 million PIPE Shares.

Other than the overlap in board and/or executive positions (and the investments made by third parties with whom they are affiliated with) of Drs. Sidhu, Becker and Borowski at Khanda, Talawar, JATT and the Sponsor, as applicable, there was no pre-existing relationship between JATT and the Sponsor, on the one hand, and Talawar and Khanda, on the other hand.

Talawar's relationship with Khanda and Access and its affiliates may create conflicts of interest, or the appearance of conflicts of interest, when the Post-Closing Company is faced with decisions that could have different implications on Khanda and Access than the decisions have for the Post-Closing Company. For example, such conflicts may arise as a result of, but not limited to, the following:

•

in connection with the Khanda Agreements, including the selection of additional targets and the exercise of the option under the Antibody Discovery and Option Agreement, the negotiation of the terms of any future license agreements, the allocation of resources and expenses, the enforcement or defense of intellectual property rights, the pursuit of strategic partnerships or transactions, or the resolution of any disputes that may arise between the Post-Closing Company and Khanda or Access;

•

Khanda and Access have interests in other biotechnology companies that may compete with the Post-Closing Company or pursue similar or complementary product candidates or technologies, they may have an incentive to favor or support such other companies over the Post-Closing Company;

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•

the election by Khanda and/or Access to dispose of their Post-Closing Company Common Stock, which could have a material adverse impact on the trading price of the Post-Closing Company Common Stock and its impact its ability to meet the continued listing standards of Nasdaq; and

•

the election by Khanda and/or Access to exercise their substantial voting power (anticipated to be beneficial owners of 22.3% and 14.7% of our common stock, respectively, assuming a No Redemptions Scenario) in contradiction with the desires of the Post-Closing Company Board.

Additional developments may arise from time to time that may create an additional conflict of interest, or the appearance of a conflict of interest. See "Risk Factors - Additional Risks Related to Ownership of the Post-Closing Company’s Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company - Conflicts of interest may arise between us and Khanda or us and Access" and “Certain Relationships and Related Person Transactions” for additional information.

Q: Do the Public Certificate of Incorporation and Public Bylaws differ materially from the Articles of Association?

A.

The Business Combination Agreement contemplates, among other things, that the Post-Closing Company will be a Delaware corporation, and accordingly, its governing documents, specifically the Public Certificate of Incorporation and Public Bylaws, will differ materially from the current Articles of Association. Please see the section entitled “Comparison of Shareholder Rights” and “Description of Securities” for more information.

Q: When and where is the Extraordinary General Meeting?

A.

The Extraordinary General Meeting will be held on , 2026 at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Ave, New York, NY 10017 and virtually via live webcast at , or at such other time, on such other date and at such other place to which the Extraordinary General Meeting may be postponed or adjourned. You are strongly urged to attend the Extraordinary General Meeting virtually.

Q: How may I participate in the virtual meeting?

A. If you are a registered shareholder, you will receive a proxy card from Continental Stock Transfer & Trust Company (“Continental”), JATT’s transfer agent. The card will contain instructions on how to attend the Extraordinary General Meeting virtually, including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental at , or email @continentalstock.com.

You can pre-register to attend the virtual Extraordinary General Meeting starting , 2026 at , Eastern Time (three (3) business days prior to the meeting date). Enter the URL address into your browser , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the Extraordinary General Meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the Extraordinary General Meeting.

Shareholders who hold their investments through a bank or broker, will need to contact Continental to receive a control number. If you plan to vote at the Extraordinary General Meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, Continental will issue you a guest control number with proof of ownership. In either case you must contact the Transfer Agent for specific instructions on how to receive the control number. Continental can be contacted at the number or email address above. Please allow up to 72 hours prior to the Extraordinary General Meeting for processing your control number.

If you do not have access to Internet, you can listen only to the Extraordinary General Meeting by dialing (toll free) (or if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number Please note that you will not be able to vote or ask questions at the Extraordinary General Meeting if you choose to participate telephonically.

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Q: What is the quorum requirement for the Extraordinary General Meeting?

A. A quorum of JATT shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if the holders of one-third of the issued and outstanding JATT Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy. As of the Record Date for the Extraordinary General Meeting, , 2026, JATT Ordinary Shares would be required to achieve a quorum.

Q: What vote is required to approve the Shareholder Proposals?

A: Proposal No. 1 — The Business Combination Proposal requires an ordinary resolution, approved by the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person, including by virtual attendance, or by proxy, and are entitled to vote at the Extraordinary General Meeting or any adjournment or postponement thereof, and includes a unanimous written resolution. An abstention and broker non-vote will count towards the quorum for the Extraordinary General Meeting but will have no effect on the vote for the Business Combination Proposal.

Proposal No. 2 —  The Merger Proposal requires the affirmative vote of at least 66-2/3% of the JATT Ordinary Shares present in person, including by virtual attendance, or represented by proxy and entitled to vote thereon and who vote at the Extraordinary General Meeting or any adjournment or postponement thereof. An abstention and broker non-vote will count towards the quorum for the Extraordinary General Meeting but will have no effect on the vote for the Merger Proposal.

Proposal No. 3 — The Charter Proposal is a non-binding, advisory proposal and requires an ordinary resolution, approved by the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person, including by virtual attendance, or by proxy, and are entitled to vote at the Extraordinary General Meeting or any adjournment or postponement thereof. An abstention and broker non-vote will count towards the quorum for the Extraordinary General Meeting but will have no effect on the vote for the Charter Proposal.

Proposal No. 4 — The Organizational Documents Proposals are each non-binding, advisory proposals and require an ordinary resolution, approved by the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person, including by virtual attendance, or by proxy, and are entitled to vote at the Extraordinary General Meeting or any adjournment or postponement thereof. An abstention and broker non-vote will count towards the quorum for the Extraordinary General Meeting but will have no effect on the vote for the Organizational Documents Proposals.

Proposal No. 5 —  The Adjournment Proposal (if presented) requires an ordinary resolution, approved by the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person including by virtual attendance, or by proxy, and are entitled to vote at the Extraordinary General Meeting or any adjournment or postponement thereof, and includes a unanimous written resolution. An abstention and broker non-vote will count towards the quorum for the Extraordinary General Meeting but will have no effect on the vote for the Adjournment Proposal.

Q: How will the Sponsor and Insiders vote?

A: The Sponsor has agreed pursuant to the Sponsor Support Agreement to vote all JATT Ordinary Shares, including the Founder Shares and the Private Placement Shares it may hold, in favor of all Shareholder Proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Sponsor beneficially owned approximately % of the issued and outstanding JATT Ordinary Shares. The Business Combination was not structured to require the approval of at least a majority of JATT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

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The Insiders have agreed pursuant to the Letter Agreement to vote all JATT Ordinary Shares, including the Founder Shares and the Private Placement Shares they may hold, in favor of the Business Combination Proposal (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination Proposal in accordance with Rule 14e-5 under the Exchange Act). As of the Record Date, the Insiders beneficially owned approximately % of the issued and outstanding JATT Ordinary Shares. The Business Combination was not structured to require the approval of at least a majority of JATT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

Q: How many votes do I have at the Extraordinary General Meeting?

A: You are entitled to one vote for each JATT Ordinary Share that you held as of , 2026, the Record Date.

Q: Who may vote at the Extraordinary General Meeting?

A: Only holders of record of JATT Ordinary Shares as of the close of business on , 2026 may vote at the Extraordinary General Meeting. As of the Record Date, there were JATT Ordinary Shares outstanding and entitled to vote. Please see “The Extraordinary General Meeting — Record Date; Who is Entitled to Vote” for further information.

Q: Am I required to vote against the Business Combination Proposal in order to have my Public Shares redeemed?

A: No. You are not required to vote against the Business Combination Proposal in order to have the right to demand that JATT redeem your Public Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (before payment of deferred underwriting commissions and including interest earned on their pro rata portion of the Trust Account, net of taxes payable). These rights to demand redemption of Public Shares for cash are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of Public Shares electing to exercise their redemption rights will not be entitled to receive such payments and their share certificates (if any) will be returned to them.

Q: How do I exercise my redemption rights?

A: If you are a Public Shareholder and you seek to have your Public Shares redeemed, you must (i) demand, no later than , Eastern Time on , 2026 (at least two (2) business days before the Extraordinary General Meeting), that JATT redeem your Public Shares into cash; (ii) submit your request in writing to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, at the address listed at the end of this section; and (iii) deliver your share certificates (if any) and other redemption forms to Continental physically or electronically using The Depository Trust Company’s (“DTC”) DWAC System, in each case, at least two (2) business days before the Extraordinary General Meeting.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the Extraordinary General Meeting. No request for redemption will be honored unless the holder’s Public Shares (including share certificates, if any, and other redemption forms) have been delivered (either physically or electronically) to Continental at least two (2) business days prior to the initially scheduled date of the Extraordinary General Meeting.

Public Shareholders may seek to have their Public Shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of Public Shares as of the Record Date. Any Public Shareholder who holds Public Shares on or before           , , 2026 (at least two (2) business days before the Extraordinary General Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

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The actual per share Redemption Price will be equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest (net taxes payable), divided by the number of then-outstanding Public Shares. Please see the section titled “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Any request to redeem Public Shares, once made, may be requested to be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with JATT’s consent, until the closing of the Business Combination. However, no withdrawal will be permitted unless the JATT Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). If JATT receives valid redemption requests from holders of Public Shares prior to the redemption deadline, JATT may, at its sole discretion, following the redemption deadline and until the date of Closing, seek and permit withdrawals by one or more of such holders of their redemption requests. JATT may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where necessary for satisfaction of the Minimum Cash Condition. If you delivered your share certificates (if any) for redemption to Continental and decide within the required timeframe not to exercise your redemption rights, you may request that JATT permit the withdrawal of the redemption request and instruct Continental to return the shares (physically or electronically). You may make such request by contacting Continental at the email address or address listed under the question “Who can help answer any other questions I might have about the Extraordinary General Meeting?” below.

If the Business Combination is not approved or completed for any reason, then the Public Shareholders who elected to exercise their redemption rights will not be entitled to redeem their shares. In such case, JATT will promptly return any share certificates previously delivered by public holders.

Q. What are the U.S. federal income tax consequences of the Merger to U.S. Holders of Public Shares?

A. As discussed more fully below under “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares,” the U.S. federal income tax consequences of the Merger to U.S. Holders of Public Shares will depend primarily upon (i) whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and (ii) whether the Merger, taken together with certain related transactions, qualifies as a transaction governed by Section 351 of the Code. Legal counsel to JATT is unable to opine regarding the qualification of the Merger under Section 368(a) of the Code or Section 351 of the Code because of certain legal and factual uncertainties, and there is a material risk that the Merger will be a taxable transaction to U.S. Holders of Public Shares. If the Merger is treated as a taxable transaction, a U.S. Holder that surrenders its Public Shares in connection with the Merger will recognize gain or loss with respect to the Public Shares as discussed below under “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

The tax consequences of the Merger are complex and will depend on a holder’s particular circumstances. All U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Merger, including the PFIC rules, see the section entitled “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

Q: What are the U.S. federal income tax consequences of exercising my redemption rights with respect to my JATT Ordinary Shares?

A: The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

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Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: How can I vote?

A: If you are a shareholder of record, you may vote at the Extraordinary General Meeting, online at the virtual Extraordinary General Meeting or vote by proxy using the enclosed proxy card, or the Internet. Whether or not you plan to participate at the Extraordinary General Meeting, we urge you to vote by proxy to ensure your vote is counted. Even if you have already voted by proxy, you may still attend the virtual Extraordinary General Meeting and vote online, if you choose.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Extraordinary General Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Extraordinary General Meeting so that your shares will be voted if you are unable to attend the Extraordinary General Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by p.m., Eastern Time, on , 2026.

Voting in Person at the Extraordinary General Meeting. If you attend the Extraordinary General Meeting and plan to vote in person, you will be provided with a ballot at the Extraordinary General Meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the Extraordinary General Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Extraordinary General Meeting and vote in person, you will need to bring to the Extraordinary General Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the Extraordinary General Meeting by visiting and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials. Votes submitted electronically over the Internet must be received by 11:59 p.m., Eastern Time, on , 2026.

If your JATT Ordinary Shares are registered in the name of your broker, bank or other agent, you are the “beneficial owner” of those JATT Ordinary Shares and those JATT Ordinary Shares are considered as held in “street name.” If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a proxy card and voting instructions with these proxy materials from that organization rather than directly from us. Simply complete and mail the proxy card so as to be received no later than the time appointed for the commencement of the Extraordinary General Meeting to ensure that your vote is counted. You may be eligible to vote your JATT Ordinary Shares electronically over the Internet or by telephone. A large number of banks and brokerage firms offer Internet and telephone voting. If your bank or brokerage firm does not offer Internet or telephone voting information, please complete and return your proxy card in the self-addressed, postage-paid envelope provided.

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Q: Who can help answer any other questions I might have about the Extraordinary General Meeting?

A. If you have any questions concerning the Extraordinary General Meeting (including accessing the Extraordinary General Meeting by virtual means) or need help voting your ordinary shares, please contact Continental at , or email @continentalstock.com.

The notice of Extraordinary General Meeting, proxy statement/prospectus and form of proxy card are available at: .

Q: If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A: No. If you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any Shareholder Proposal for which your broker does not have discretionary authority to vote. If a Shareholder Proposal is determined to be discretionary, your broker, bank or other holder of record is permitted to vote on the Shareholder Proposal without receiving voting instructions from you. If a Shareholder Proposal is determined to be non-discretionary, your broker, bank or other holder of record is not permitted to vote on the Shareholder Proposal without receiving voting instructions from you. A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner does not vote on a non-discretionary proposal because the holder of record has not received voting instructions from the beneficial owner.

Each of the Shareholder Proposals to be presented at the Extraordinary General Meeting is a non-discretionary proposal. Accordingly, if you are a beneficial owner and you do not provide voting instructions to your broker, bank or other holder of record holding shares for you, your shares will not be voted with respect to any of the Shareholder Proposals. Broker non-votes will have no effect on the vote for any of the Shareholder Proposals.

Q: What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A: JATT will count a properly executed proxy marked “ABSTAIN” with respect to a particular Shareholder Proposal as present for the purposes of determining whether a quorum is present at the Extraordinary General Meeting but it will not otherwise be counted. Broker non-votes will have no effect on the vote for the Shareholder Proposals.

Q: If I am not going to attend the Extraordinary General Meeting, should I return my proxy card instead?

A. Yes. Whether you plan to attend the Extraordinary General Meeting virtually or not, please read the enclosed proxy statement/prospectus carefully, and vote your JATT Ordinary Shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided so as to be received no later than the time appointed for the commencement of the Extraordinary General Meeting.

Q: How can I submit a proxy?

A. You may submit a proxy by:

•

visiting and following the on screen instructions (have your proxy card available when you access the webpage), or

•

calling toll-free           in the U.S. or           from foreign countries from any touch-tone phone and follow the instructions (have your proxy card available when you call), or

•

submitting your proxy card by mail by using the previously provided self-addressed, stamped envelope.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

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Q: Can I change my vote after I have mailed my proxy card?

A: Yes. You may change your vote at any time before your proxy is voted at the Extraordinary General Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one as long as it is received no later than the time appointed for the commencement of the Extraordinary General Meeting, or by attending the Extraordinary General Meeting in person and casting your vote or by voting again by the telephone or Internet voting options described above, or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives prior to the Extraordinary General Meeting. If you hold your public JATT Ordinary Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Unless revoked, a proxy will be voted at the Extraordinary General Meeting in accordance with the shareholder’s indicated instructions. In the absence of instructions, proxies will be voted “FOR” each of the Shareholder Proposals.

Q: What will happen if I return my proxy card without indicating how to vote?

A: If you sign and return your proxy card without indicating how to vote on any particular Shareholder Proposal, the JATT Ordinary Shares represented by your proxy will be voted in favor of each Shareholder Proposal. Proxy cards that are returned without a signature will not be counted as present at the Extraordinary General Meeting and cannot be voted.

Q: Should I send in my share certificates now to have my JATT Ordinary Shares redeemed?

A: Public Shareholders who intend to have their JATT Ordinary Shares redeemed should send their certificates to Continental at least two (2) business days before the Extraordinary General Meeting. Please see “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your Public Shares for cash.

Q: Who will solicit the proxies and pay the cost of soliciting proxies for the Extraordinary General Meeting?

A: JATT will pay the cost of soliciting proxies for the Extraordinary General Meeting. JATT has engaged to assist in the solicitation of proxies for the Extraordinary General Meeting. JATT has agreed to pay a fee of approximately $ and will reimburse for its reasonable out-of-pocket expenses and indemnify it and its affiliates against certain claims, liabilities, losses, damages, and expenses. JATT will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of public JATT Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the public JATT Ordinary Shares and in obtaining voting instructions from those owners. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q: What happens if I sell my shares before the Extraordinary General Meeting?

A: The Record Date for the Extraordinary General Meeting is earlier than the date of the Extraordinary General Meeting, as well as the date that the Business Combination is expected to be consummated. If you transfer your JATT Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Extraordinary General Meeting, but will transfer ownership of the shares and will not hold an interest in JATT after the Business Combination is consummated.

Q: Are Talawar Stockholders required to approve the Business Combination?

A: Yes. The Talawar Stockholders are required to approve the Business Combination.

Pursuant to the Stockholder Support Agreement, Khanda, which owns 9,000,000 Talawar Shares representing approximately 95.0% of the voting power of the outstanding Talawar Shares (voting together as a single class, and, with respect to the Talawar Preferred Shares, on an as-converted to Talawar Common Shares basis) and

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100% of the voting power of the outstanding Talawar Preferred Shares (voting together as a single class on an as-converted to Talawar Common Shares basis), has agreed to support the transactions contemplated by the Business Combination Agreement on behalf of Talawar, which is sufficient to constitute the Talawar Stockholder Written Consent. Drs. Sidhu, Becker and Borowski are all directors of both Talawar and Khanda, and, accordingly, three members of the Talawar Board (and the expected Post-Closing Company Board) also constitute the entire board of directors of Khanda. In addition, Access, a founding investor of Talawar and, upon Closing, as a result of the conversion of its SAFE into Post-Closing Company Shares and its participation in the PIPE Financing, will be a significant stockholder of the Post-Closing Company. In addition, Access is also an investor in Khanda where it controls a majority of Khanda’s outstanding equity interests and has appointed a majority of the members of the board of directors of Khanda, and as a result, has effective control over the appointment of any executive officers of Khanda.

Q: Are there risks associated with the Business Combination that I should consider in deciding how to vote?

A: Yes. There are a number of risks related to the Business Combination and other transactions contemplated by the Business Combination Agreement that are discussed in this proxy statement/prospectus. Please read with particular care the detailed description of the risks described in “Risk Factors” beginning on page 56 of this proxy statement/prospectus.

Q: May I seek statutory appraisal rights or dissenter rights with respect to my shares?

A: The Cayman Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. JATT shareholders will have appraisal rights and dissenter’s rights under Section 238 and 239 of the Cayman Act. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the Public Shareholders are still entitled to exercise the rights of redemption as set out herein, and the JATT Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares.

Section 238. (1) of the Cayman Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Section 239. (1) of the Cayman Act provides that no rights under section 238 of the Cayman Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

JATT Shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Q: Who will manage the Post-Closing Company after the Business Combination?

A: At the Closing of the Business Combination, all of the officers and directors of JATT except JATT’s chairman and chief executive officer, Someit Sidhu, who will become a director of the Post-Closing Company, will resign. Effective at the Closing, the Post-Closing Company Board will consist of up to seven individuals, a majority of whom will be independent directors in accordance with the requirements of Nasdaq. For information on the

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anticipated management of the Post-Closing Company, see the section titled “Board of Directors and Management After the Business Combination” in this proxy statement/prospectus.

Q: Who can help answer my questions?

A: If you have questions about the Shareholder Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact JATT’s proxy solicitor at:

You may also obtain additional information about JATT from documents filed by it with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you are a Public Shareholder and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to Continental (or through DTC to Continental) at the address listed below at least two (2) business days prior to the vote at the Extraordinary General Meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, New York 10004

Attn:

E-mail:

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted by JATT for a vote at the Extraordinary General Meeting, including the Business Combination Proposal, you should read this entire document carefully, including the Business Combination Agreement attached as Annex A to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Agreements Related to the Business Combination — Business Combination Agreement.” Unless the context otherwise requires, references in this section to “we,” “our” and “us” generally refer to JATT prior to the Business Combination.

The Parties

JATT

JATT is a blank check company incorporated as a Cayman Islands exempted company, with limited liability, on January 13, 2026. JATT was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

On April 20, 2026, JATT completed the IPO of 6,000,000 JATT Ordinary Shares at a public offering price of $10.00 per share, generating gross proceeds to JATT of $60,000,000. Simultaneously with the consummation of the IPO, JATT consummated the Private Placement of 300,000 Private Placement Shares to the Sponsor at a price of $10.00 per share, generating total proceeds of $3,000,000. Transaction costs amounted to $2,881,539, consisting of $600,000 of cash underwriting fee, $1,800,000 of deferred underwriting fee, and $481,539 of other offering costs.

A total of $60,000,000 was deposited into the Trust Account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective initial business combinations and continuing general and administrative expenses. The IPO was conducted pursuant to a registration statement on Form S-1 that became effective on April 16, 2026. As of the close of business on     , the Record Date for the Extraordinary General Meeting of shareholders of JATT, there was approximately $    held in the Trust Account. The JATT Ordinary Shares are traded on the Nasdaq Global Market under the symbol “JATT.” Upon the Closing, JATT expects that Post-Closing Company Common Stock will begin trading on Nasdaq under the symbol “TLWR” and the JATT Ordinary Shares will be delisted from the Nasdaq Global Market such that only the Post-Closing Company Common Stock shares will be listed for trading on a national securities exchange.

The mailing address of JATT’s principal executive office is 153 Central Avenue, C/O 56, Westfield, NJ 07091, Attention: Nicholas Fernandez. Its telephone number is (201) 688-0364. After the consummation of the business combination, its principal executive office will be that of Talawar.

Merger Sub

Merger Sub is a wholly-owned subsidiary of Talawar incorporated as a Cayman Islands exempted company on June 23, 2026, solely for the purpose of effectuating the Merger described herein. Merger Sub owns no material assets and does not operate any business.

The mailing address of Merger Sub is 303 Wyman Street, PMB 17417506, Suite 300, Waltham, MA 02451. Merger Sub’s telephone number is (781) 684-9780. After the consummation of the Business Combination, JATT will be the surviving entity of the Merger and will be a wholly-owned subsidiary of Talawar.

Talawar

Talawar, which was incorporated and commenced its operations in 2026, is a preclinical-stage biotechnology company developing bispecific and multispecific antibody therapeutics for immunology and inflammation disorders.

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The mailing address of Talawar’s principal executive office is 303 Wyman St., PMB 17417506, Suite 300, Waltham, MA 02451. Talawar’s corporate website address is https://talawartx.com. Talawar’s website and the information contained on or accessed through the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

See the sections entitled “Information About Talawar” and “Talawar’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further information about Talawar.

Emerging Growth Company

Talawar is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in their periodic reports and this proxy statement/prospectus, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find Talawar’s securities less attractive as a result, there may be a less active trading market for Talawar’s securities and the prices of its securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. Talawar intends to take advantage of the benefits of this extended transition period.

Talawar (including the Post-Closing Company) will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of the IPO, (b) in which Talawar has total annual gross revenue of at least $1.235 billion, or (c) in which Talawar is deemed to be a large accelerated filer, which means the market value of Talawar Common Shares that is held by non-affiliates exceeds $700 million as of the end of the prior June 30; and (2) the date on which Talawar has issued more than $1.0 billion in nonconvertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Smaller Reporting Company

Talawar is also a “smaller reporting company” under the Exchange Act, and may continue to be a smaller reporting company so long as, as of June 30 of the preceding year, (1) the market value of the Post-Closing Company Shares held by non-affiliates, or Talawar’s public float, is less than $250 million; or (2) Talawar has annual revenues less than $100 million and our public float is less than $700 million. If the Post-Closing Company is a smaller reporting company at the time it ceases to be an emerging growth company, it may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company the Post-Closing Company may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.

The Business Combination

Capitalized terms in this section not otherwise defined in this proxy statement/prospectus shall have the meanings ascribed to them in the Business Combination Agreement.

Structure of the Transactions

On June 29, 2026, JATT entered into the Business Combination Agreement with Merger Sub and Talawar. Pursuant to the Business Combination Agreement, subject to the terms and conditions contained therein, Merger Sub will merge with and into JATT, with JATT surviving the merger as a wholly-owned subsidiary of Talawar and the parties shall consummate the Transactions.

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Transaction Share Consideration

Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, (a) immediately prior to the Stock Split, all outstanding Talawar Convertible Instruments (including any simple agreements for future equity) will be converted into Talawar Common Shares pursuant to their respective terms, and all outstanding Talawar Preferred Shares will be automatically converted into Talawar Common Shares in accordance with the terms of Talawar’s Certificate of Incorporation and Bylaws, (b) immediately prior to the Effective Time, Talawar will effect the Stock Split. Prior to the Closing, Talawar will take all necessary or appropriate actions to give effect to the foregoing conversions.

Subject to the terms and conditions of the Business Combination Agreement, the aggregate equity value to be paid to Talawar Stockholders via the Stock Split will be $120,000,000, which consideration will be paid entirely in Post-Closing Company Shares at a deemed value of $10.00 per share, resulting in the Transaction Share Consideration.

Each JATT Ordinary Share issued and outstanding as of immediately prior to the Effective Time (other than JATT Treasury Stock, JATT Redeeming Stock, and JATT Dissenting Shares) will be automatically cancelled and converted into the right to receive one (1) Post-Closing Company Share. The Exchange Ratio is the quotient obtained by dividing the Transaction Share Consideration by the number of Fully-Diluted Shares.

At the Effective Time, by virtue of the Merger and without any action on the part of any Party or other Person, the following will occur:

•

Each JATT Ordinary Share issued and outstanding immediately prior to the Effective Time (other than JATT Treasury Stock, JATT Redeeming Stock, and JATT Dissenting Shares) will be automatically cancelled and extinguished and converted into the right to receive one (1) Post-Closing Company Share.

•

All shares of Merger Sub issued and outstanding immediately prior to the Effective Time will be automatically converted into one (1) validly issued, fully paid and non-assessable JATT Share, which will constitute the only issued and outstanding share in the capital of the Post-Closing Company.

•

Any JATT Treasury Stock or JATT Ordinary Shares owned by any direct or indirect Subsidiary of JATT immediately prior to the Effective Time will be automatically cancelled and will cease to exist without any conversion or consideration.

For more information regarding the sources and uses of the funds utilized to consummate the business combination, please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Sources and Uses of Funds for the Business Combination.”

Exchange and Fractional Shares

At the Effective Time, Post-Closing Company Common Stock will deposit, or cause to be deposited, with Continental (the “Exchange Agent”), for the benefit of the former JATT Shareholders, evidence of Post-Closing Company Shares in book-entry form representing such shares issuable pursuant to the Business Combination Agreement in exchange for outstanding JATT Ordinary Shares (the “Exchange Fund”).

Each JATT Shareholder holding JATT Ordinary Shares in book-entry form whose shares have been converted into the right to receive Post-Closing Company Shares will automatically be entitled to receive the number of Post-Closing Company Shares to which such holder is entitled. Each JATT Shareholder holding a certificate whose JATT Ordinary Shares have been converted into the right to receive Post-Closing Company Shares will be entitled to receive such Post-Closing Company Shares upon surrender of such Certificate (or affidavit of loss in lieu thereof) to the Exchange Agent.

No fractional Post-Closing Company Shares will be issued. For purposes of calculating the aggregate number of Post-Closing Company Shares to be issued to each Talawar Stockholder pursuant to the Stock Split and the aggregate number of Exchanged Options to be granted to each holder of Talawar Options, all Talawar Shares held by each holder or underlying such Talawar Options will be aggregated, and the Exchange Ratio applied to that aggregate number. The number of Post-Closing Company Shares to be issued will be rounded down to the nearest whole share.

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Treatment of Talawar Options

Immediately prior to the Effective Time, each outstanding and unexercised Talawar Option will be converted into an Exchanged Option, but will otherwise remain subject to the same terms and conditions (including vesting and exercisability terms) as applied to the corresponding Talawar Option immediately prior to the Effective Time.

Prior to the Closing, Talawar will take, or cause to be taken, all necessary or appropriate actions under the Talawar Equity Plan, under the underlying grant, award or similar agreement and, if required, by the holders of Talawar Convertible Instruments, to give effect to the provisions of the Business Combination Agreement relating to treatment of equity securities, and will provide JATT with evidence reasonably satisfactory to JATT of the foregoing.

Certain Agreements Related to the Business Combination

Business Combination Agreement

The summary of the material provisions of the Business Combination Agreement set forth below and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A and which is incorporated by reference in this proxy statement/prospectus. All JATT shareholders and Talawar Stockholders are encouraged to read the Business Combination Agreement in its entirety for a more complete description of the terms and conditions of the Business Combination.

Closing and Effective Time of the Transactions

The Closing will take place no later than the third (3rd) business Day following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions), as described below under the section entitled “Certain Agreements Related to the Business Combination — Conditions to Closing,” unless JATT and Talawar agree in writing to another time or unless the Business Combination Agreement is terminated pursuant to its terms, as summarized in the section entitled “— Termination.” The Transactions are expected to be consummated promptly after approval by JATT shareholders of the proposals voted on at the Extraordinary General Meeting, as described in this proxy statement/prospectus.

General Conditions to Closing

Consummation of the Transactions is conditioned on the satisfaction or written waiver of the following conditions applicable to all Parties:

•

no order or law or other legal restraint or prohibition issued by any court of competent jurisdiction or other Governmental Entity enjoining, prohibiting or preventing the consummation of the Transactions (including the Merger) shall be in effect;

•

the Registration Statement / Proxy Statement shall have become effective under the Securities Act, no stop order shall have been issued by the SEC and shall remain in effect with respect thereto, and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC and remain pending;

•

the Talawar Stockholder Written Consent shall have been obtained;

•

the Required JATT Shareholder Approval shall have been obtained;

•

the Post-Closing Company’s initial listing application with Nasdaq in connection with the Transactions shall have been conditionally approved and, immediately following the Effective Time, the Post-Closing Company shall satisfy any applicable initial and continuing listing requirements of Nasdaq, and shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Post-Closing Company Shares shall have been conditionally approved for listing on Nasdaq, subject to official notice of issuance; and

•

the Business Combination Proposal and the Merger Proposal shall have been approved.

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JATT’s Conditions to Closing

The obligations of JATT to consummate the Transactions contemplated by the Business Combination Agreement are also subject to the satisfaction or, if permitted by applicable Law, prior written waiver by JATT of the following further conditions:

•

(i) the Talawar Fundamental Representations (as defined in the Business Combination Agreement) shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of Talawar set forth in Article III of the Business Combination Agreement (other than the Talawar Fundamental Representations) shall be true and correct in all respects as of the Closing Date (except to the extent made as of an earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute or result in a Talawar Material Adverse Effect;

•

Talawar shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by Talawar under the Business Combination Agreement at or prior to the Closing;

•

since the date of the Business Combination Agreement, no Talawar Material Adverse Effect shall have occurred that is continuing; and

•

at or prior to the Closing, Talawar shall have delivered, or caused to be delivered, to JATT: (i) a certificate duly executed by an authorized officer of Talawar, dated as of the Closing Date, to the effect that certain conditions specified in the Business Combination Agreement are satisfied; and (ii) the Registration Rights and Lock-Up Agreement, duly executed by Talawar Stockholders holding 2% or more of Talawar Shares outstanding immediately prior to the Effective Time (excluding shares issued in the PIPE Financing) and by Talawar’s Chief Executive Officer, Marc Schegerin.

Talawar’s Conditions to Closing

The obligations of Talawar to consummate the Transactions contemplated by the Business Combination Agreement are also subject to the satisfaction or, if permitted by applicable Law, written waiver by Talawar of the following further conditions:

•

(i) the JATT Fundamental Representations (as defined in the Business Combination Agreement) shall be true and correct in all material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent made as of an earlier date, in which case as of such date); and (ii) the representations and warranties of JATT (other than the JATT Fundamental Representations) contained in the Business Combination Agreement shall be true and correct in all respects as of the Closing Date (except to the extent made as of an earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute or result in a JATT Material Adverse Effect;

•

JATT shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by JATT under the Business Combination Agreement at or prior to the Closing;

•

the satisfaction of the Minimum Cash Condition;

•

since the date of the Business Combination Agreement, no JATT Material Adverse Effect shall have occurred that is continuing; and

•

at or prior to the Closing, JATT shall have delivered, or caused to be delivered: (i) a certificate duly executed by an authorized officer of JATT, dated as of the Closing Date, to the effect that certain conditions specified in the Business Combination Agreement are satisfied; and (ii) the Registration Rights and Lock-Up Agreement, duly executed by JATT and the Sponsor.

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Waiver

Talawar may (a) extend the time for the performance of any of the obligations or other acts of JATT, (b) waive any inaccuracies in the representations and warranties of JATT, or (c) waive compliance by JATT with any of the agreements or conditions set forth in the Business Combination Agreement. JATT may (i) extend the time for the performance of any of the obligations or other acts of Talawar, (ii) waive any inaccuracies in the representations and warranties of Talawar, or (iii) waive compliance by Talawar with any of the agreements or conditions set forth in the Business Combination Agreement. Any agreement on the part of any such Party to any such extension or waiver shall be valid only if set forth in a written instrument signed on behalf of such Party. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term or condition, or a waiver of any other term or condition of the Business Combination Agreement. The failure of any Party to assert any of its rights under the Business Combination Agreement shall not constitute a waiver of such rights.

Termination

The Business Combination Agreement may be terminated and the Transactions abandoned at any time prior to the Closing, solely as follows:

•

by mutual written consent of JATT and Talawar;

•

by JATT, if any of the representations or warranties of Talawar are not true and correct or Talawar has failed to perform or has otherwise breached any of its covenants or agreements such that certain conditions to Closing set forth in the Business Combination Agreement would not be satisfied, and such breach is not cured within the earlier of (i) 30 days after written notice thereof is delivered to Talawar by JATT, and (ii) the Outside Date; provided that JATT is not then in breach of the Business Combination Agreement so as to prevent certain conditions to Closing set forth in the Business Combination Agreement from being satisfied;

•

by Talawar, if any of the representations or warranties of JATT are not true and correct or JATT has failed to perform any covenant or agreement on its part such that certain conditions to Closing set forth in the Business Combination Agreement could not be satisfied, and such breach is not cured within the earlier of (i) 30 days after written notice thereof is delivered to JATT by Talawar and (ii) the Outside Date; provided that Talawar is not then in breach of the Business Combination Agreement so as to prevent certain conditions to Closing set forth in the Business Combination Agreement from being satisfied;

•

by either JATT or Talawar, if the Transactions have not been consummated on or prior to the Outside Date; provided that (i) the right to terminate on this basis shall not be available to JATT if JATT’s breach of any covenant or obligation under the Business Combination Agreement shall have proximately caused the failure to consummate the Transactions on or before the Outside Date, and (ii) the right to terminate on this basis shall not be available to Talawar if Talawar’s breach of any covenant or obligation under the Business Combination Agreement shall have proximately caused such failure. The Outside Date may be automatically extended in the event of a Financial Statement Delivery Failure that is cured within the 30-day cure period under the Business Combination Agreement, in which case the Outside Date shall be extended by the number of days from the Financial Statement Delivery Deadline until the cure date;

•

by either JATT or Talawar, if any Governmental Entity shall have issued an Order or taken any other action permanently enjoining, restraining or otherwise prohibiting the Transactions (including the Merger) and such Order or other action shall have become final and non-appealable;

•

by either JATT or Talawar, if the Extraordinary General Meeting has been held (including any adjournment or postponement thereof), has concluded, JATT’s shareholders have duly voted, and the Required JATT Shareholder Approval was not obtained; or

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•

by JATT, if Talawar has not delivered, or caused to be delivered, to JATT the written consents of Talawar Stockholders sufficient to constitute the Talawar Stockholder Written Consent on or prior to two (2) business days following the date on which the Registration Statement is declared effective by the SEC; or

•

by JATT, if Talawar has not delivered the PCAOB Financials on or prior to the Financial Statement Delivery Deadline (as described in the Business Combination Agreement) (any failure to deliver the PCAOB Financials by such date, the “Financial Statement Delivery Failure”), provided that such termination right shall become available to JATT only if the Financial Statement Delivery Failure is not cured within the 30-day period after receipt by Talawar of written notice from JATT of such Financial Statement Delivery Failure, which Talawar may cure by providing the PCAOB Financials by the end of such period, and in any case JATT shall cease to have the right to terminate the Business Combination Agreement after the expiration of such 30-day cure period upon Talawar’s delivery of the PCAOB Financials to JATT, and provided further that JATT shall not have the right to terminate the Business Combination Agreement, if it is then in material breach of any of its representations, warranties, covenants or agreements set forth in this Agreement that would cause the certain conditions in the Business Combination Agreement not to be satisfied (assuming the Closing occurred as of such date).

Effect of Termination

In the event of the termination of the Business Combination Agreement pursuant to its terms, (a) the entire Business Combination Agreement shall forthwith become void (and there shall be no liability or obligation on the part of the parties and their respective Non-Party Affiliates) subject to certain limited exceptions set forth in the Business Combination Agreement that shall survive such termination and remain valid and binding obligations of the Parties, and (b) the Confidentiality Agreement shall survive such termination and remain valid and binding in accordance with its terms. Notwithstanding the foregoing, the termination of the Business Combination Agreement shall not affect (i) any liability on the part of any party for any Willful Breach of any covenant or agreement set forth in the Business Combination Agreement prior to such termination, or Fraud, or (ii) any person’s liability under any PIPE Subscription Agreement, Confidentiality Agreement, Stockholder Support Agreement or Sponsor Support Agreement to which such person is a party, to the extent arising from a claim against such person by another party to such agreement.

Fees and Expenses

Except as otherwise set forth in the Business Combination Agreement, all fees and expenses incurred in connection with the Business Combination Agreement, the Ancillary Documents, and the Transactions, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such fees or expenses. For the avoidance of doubt: (a) the payment of any SEC filing fees due prior to the Closing shall be borne equally by Talawar and JATT; (b) if the Business Combination Agreement is terminated in accordance with its terms, Talawar shall pay, or cause to be paid, all unpaid Company Expenses and JATT shall pay, or cause to be paid, all unpaid JATT Expenses; and (c) if the Closing occurs, the Post-Closing Company shall pay, or cause to be paid, all unpaid Company Expenses and all unpaid JATT Expenses from the funds of the Post-Closing Company, including funds released from the Trust Account.

Sponsor and Insider Agreements

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Sponsor and Talawar entered into the Sponsor Support Agreement, pursuant to which the Sponsor has agreed, among other things, to (a) vote in favor of the Business Combination Agreement and the Transactions (including the Merger), (b) irrevocably waive any adjustment to the conversion ratio set forth in the Articles of Association, and any anti-dilution or similar protections with respect to the Sponsor Shares, including any such protections that may be triggered by the issuance of Post-Closing Company Shares pursuant to the PIPE Subscription Agreements or the PIPE Financing, (c) waive any right to demand redemption of any Sponsor Shares and any right to participate in any such redemption, (d) waive any appraisal, fair value or dissent rights (including under Section 238 of the Cayman Act) with respect to the Sponsor Shares in connection with the Merger and the Transactions, and (e) surrender for no consideration, in connection with the Closing, 150,000 Sponsor Shares for cancellation. The following summary of material provisions of the Sponsor Support Agreement is qualified by reference to the complete text of the Sponsor Support Agreement, a copy of which

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is attached as an exhibit to the registration statement of which this proxy statement/prospectus is a part. All shareholders are encouraged to read the Sponsor Support Agreement in its entirety for a more complete description of the terms and conditions of the Sponsor Support Agreement.

Pursuant to the terms of the Sponsor Support Agreement, until the earlier of (a) the Closing and (b) termination of the Business Combination Agreement in accordance with its terms, the Sponsor agreed, among other things, to (i) appear at the Extraordinary General Meeting and cause all Sponsor Shares to be counted as present for quorum purposes and (ii) vote (or duly and promptly execute and deliver an action by written consent), or cause to be voted, all of the Sponsor Shares (A) in favor of the approval and adoption of the Business Combination Agreement, the Transactions, and any other proposal submitted by the JATT Board for approval by the JATT Shareholders in connection with the Transactions, (B) in favor of any other matter reasonably necessary to the consummation of the Transactions and considered and voted upon by the JATT Shareholders, (C) against any action, agreement or transaction or proposal that would (1) reasonably be expected to result in a breach of any covenant, representation or warranty or any other obligation or agreement of JATT under the Business Combination Agreement or any Ancillary Document, (2) reasonably be expected to result in the failure of the Transactions to be consummated, or (3) change the business, management, or JATT Board except as contemplated by the Business Combination Agreement and the Ancillary Documents, and (D) against any merger agreement, merger, consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by JATT (other than the Business Combination Agreement and the Transactions). The Sponsor further agreed not to enter into any commitment, agreement, understanding, or similar arrangement to vote or give voting instructions or express consent or dissent in writing in any manner inconsistent with the foregoing. In addition, the Sponsor agreed not to, and to direct its representatives and agents not to, bring, commence, institute, maintain, voluntarily aid, join in, facilitate, assist or encourage any claim, derivative or otherwise, against JATT, Talawar or Merger Sub (i) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or the Business Combination Agreement, or (ii) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement. The Sponsor Support Agreement terminates automatically upon the earlier of (x) the Closing and (y) the termination of the Business Combination Agreement in accordance with its terms.

Letter Agreement

The Insiders have entered into a Letter Agreement with JATT, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any JATT Ordinary Shares held by them if JATT fails to complete its initial business combination within 24 months from the closing of the IPO, or such later period approved by JATT’s shareholders in accordance with the Articles of Association. However, if the Insiders acquired, or in the future acquire, JATT Ordinary Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if JATT fails to complete its initial business combination within 24 months from the closing of the IPO, or such later period approved by JATT’s shareholders in accordance with the Articles of Association.

Registration Rights and Lock-Up Agreement

Effective upon the Closing, JATT, certain JATT Shareholders (including the Sponsor), Talawar and certain Talawar Stockholders will enter into the Registration Rights and Lock-Up Agreement. The following summary of material provisions of the Registration Rights and Lock-Up Agreement is qualified by reference to the complete text of the form of Registration Rights Agreement, a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part of. All shareholders are encouraged to read the Registration Rights and Lock-Up Agreement in its entirety for a more complete description of the terms and conditions of the Registration Rights and Lock-Up Agreement.

Pursuant to the Registration Rights and Lock-Up Agreement, the Post-Closing Company will agree to use commercially reasonable efforts to (1) file with the SEC (at the Post-Closing Company’s sole cost and expense) the Resale Registration Statement within 30 calendar days after the Closing and (2) cause such Resale Registration Statement to become effective under the Securities Act as soon as reasonably practicable after such filing, but in no event later than the 60th calendar day (or 90th calendar day if the SEC notifies the Post-Closing Company that it will “review” the Resale Registration Statement) following the filing date thereof after the Closing Date. In certain circumstances, the holders of registration rights thereunder may demand in the aggregate up to three underwritten

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offerings (of which Khanda and AI Talawar may initiate an aggregate of two between them) and will be entitled to customary piggyback registration rights.

Pursuant to the Registration Rights and Lock-Up Agreement, the holders of Post-Closing Company Shares that are a signatory thereto have agreed not to transfer their respective Post-Closing Company Shares for a period of 180 days following the Closing Date, subject to certain exceptions. The restrictions set forth in the Registration Rights and Lock-up Agreement, shall not apply during the lock-up period to transfers (i) as a bona fide gift or charitable contribution; (ii) to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of such holder or any other natural person with whom such holder has a relationship by blood, marriage or adoption not more remote than first cousin; (iii) by will or intestate succession upon the death of the holder; (iv) pursuant to a qualified domestic order, court order or in connection with a divorce settlement, or any legal, regulatory or other order; (v) if such holder is a corporation, partnership (whether general, limited or otherwise), limited liability company, trust or other business entity, (A) to another corporation, partnership, limited liability company, trust or other business entity that controls, is controlled by or is under common control or management with the holder, or (B) to partners, limited liability company members or stockholders of the holder, including, for the avoidance of doubt, where the holder is a partnership, to its general partner or a successor partnership or fund, or any other funds managed by such partnership; (vi) if such holder is a trust, to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (vii) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses (i) through (vi); (viii) as a pledge or other grant of a security interest in Post-Closing Company Shares to one or more financial or lending institutions as collateral or security in connection with any bona fide loans, advances or extensions of credit or debt transaction (or enforcement thereunder) entered into by the holder or any of its affiliates, or any refinancings thereof, and any transfers of such Post-Closing Company Shares upon foreclosure thereof; (ix) pursuant to a bona fide third-party tender offer, merger, stock sale, recapitalization, consolidation or other transaction involving a change in control of the Post-Closing Company; provided, however, that if such tender offer, merger, stock sale, recapitalization, consolidation or other such transaction is not completed, the Shares shall remain subject to the lock-up restrictions; (x) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act; provided, however, that such plan does not provide for the transfer of Post-Closing Company Shares during the lock-up period; (xi) to Post-Closing Company in connection with the repurchase of such holder’s Shares in connection with the termination of the holder’s employment with the Post-Closing Company or any subsidiary of the Post-Closing Company pursuant to contractual agreements with the Post-Closing Company; (xii) to satisfy tax withholding obligations in connection with the exercise of options to purchase shares of Post-Closing Company Common Stock or the vesting or settlement of Post-Closing Company stock-based awards; or (xiii) in payment on a “net exercise” or “cashless” basis of the exercise or purchase price with respect to the exercise of options to purchase Post-Closing Company Shares; provided, however, that in the case of clauses (i) through (viii), the transferee(s) of such transfer must enter into a written agreement agreeing to be bound by the transfer restrictions set forth in the Registration Rights and Lock-Up Agreement.

The foregoing description of the Registration Rights and Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement, the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus form a part and the terms of which are incorporated by reference herein.

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Stockholder Support Agreement

Concurrently with the execution of the Business Combination Agreement, JATT, Talawar, and Khanda (the sole Stockholder party thereto) entered into the Stockholder Support Agreement pursuant to which Khanda agreed, among other things, to (a) vote (or deliver a written consent within 24 hours of a request therefor) all of its Shares (i) in favor of the approval and adoption of the Business Combination Agreement, the Merger, the Stock Split and all other Transactions and (ii) against any action, agreement or transaction or proposal that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Talawar under the Business Combination Agreement or that would reasonably be expected to result in the failure of the Merger from being consummated, (b) take, or cause to be taken, any actions necessary or advisable to cause certain letter agreements providing for redemption rights, put rights, purchase rights, information rights, rights to consult with and advise management, inspection rights, preemptive rights, board observer rights or other similar rights not generally available to stockholders of Talawar to be terminated effective immediately prior to the Effective Time, and (c) irrevocably waive any appraisal rights (including under Section 262 of the DGCL) with respect to the Merger and the Stock Split.

The Stockholder Support Agreement restricts Khanda from, among other things, directly or indirectly, (a) selling, assigning, transferring (including by operation of law), creating any lien or pledge, disposing of or otherwise encumbering any of the Shares, or agreeing to do any of the foregoing, except pursuant to (i) the Business Combination Agreement, (ii) a transfer to another Talawar Stockholder party to the Stockholder Support Agreement or (iii) a transfer to a Permitted Transferee (as defined in the Stockholder Support Agreement) that agrees in writing to be bound by the Stockholder Support Agreement; (b) depositing any Shares into a voting trust or entering into a voting agreement or arrangement or granting any proxy or power of attorney with respect thereto that is inconsistent with the Stockholder Support Agreement; and (c) entering into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer or other disposition of any Shares. Any purported transfer in violation of these restrictions shall be null and void ab initio.

Pursuant to the Stockholder Support Agreement, Khanda, which owns 9,000,000 Talawar Shares representing approximately 95.0 % of the voting power of the outstanding Talawar Shares (voting together as a single class, and, with respect to the Talawar Preferred Shares, on an as-converted to Talawar Common Shares basis) and 100% of the voting power of the outstanding Talawar Preferred Shares (voting together as a single class on an as-converted to Talawar Common Shares basis), has agreed to support the transactions contemplated by the Business Combination Agreement on behalf of Talawar, which is sufficient to constitute the Talawar Stockholder Written Consent. In addition, Khanda has agreed to irrevocably waive any appraisal rights under applicable law in connection with the Merger and the Stock Split.

Drs. Sidhu, Becker and Borowski are all directors of both Talawar and Khanda, and, accordingly, three members of the Talawar Board (and the expected Post-Closing Company Board) also constitute the entire board of directors of Khanda. In addition, Access, a founding investor of Talawar and, upon Closing, as a result of the conversion of its SAFE into Post-Closing Company Shares and its participation in the PIPE Financing, will be a significant stockholder of the Post-Closing Company. In addition, Access is also an investor in Khanda where it controls a majority of Khanda’s outstanding equity interests and has appointed a majority of the members of the board of directors of Khanda, and as a result, has effective control over the appointment of any executive officers of Khanda.

The Stockholder Support Agreement will automatically terminate upon the earliest of (a) the Closing, (b) the termination of the Business Combination Agreement in accordance with its terms and (c) the mutual written agreement of the parties thereto. Notwithstanding any termination, no such termination shall relieve any party of liability for fraud or any willful breach of the Stockholder Support Agreement occurring prior to such termination.

The foregoing description of the Stockholder Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement, the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus form a part and the terms of which are incorporated by reference herein.

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PIPE Subscription Agreements

In connection with the execution of the Business Combination Agreement, JATT and Talawar entered into the PIPE Subscription Agreements with the PIPE Investors. The following summary of the PIPE Subscription Agreements is qualified by reference to the complete text of the PIPE Subscription Agreement, a copy of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part. You are encouraged to read the form of the PIPE Subscription Agreement in its entirety for a more complete description of the terms and conditions thereof.

Pursuant to the terms of the PIPE Subscription Agreements, the Post-Closing Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to purchase, an aggregate of 22,500,000 PIPE Shares at a purchase price of $10.00 per share for an aggregate commitment of $225,000,000. Marc Schegerin, Chief Executive Officer of Talawar, and current Talawar Stockholder, and AI Talawar, an affiliate of Access Biotechnology, holder of an $18.18 million SAFE that will convert (at a discount) into Post-Closing Company Shares in connection with the Business Combination, participated in the PIPE Financing and have agreed to purchase 50,000 PIPE Shares and 4,000,000 PIPE Shares, respectively. Arjun Goyal and Christopher Staral, independent directors of JATT, participated in the PIPE Financing through Triple Helix Master Fund LP and Vianti Capital Fund I, L.P., respectively and have agreed to purchase 1,650,000 PIPE Shares and 62,500 PIPE Shares, respectively.

The PIPE Subscription Agreements provide that Post-Closing Company is required to file with the SEC, within 30 calendar days after the consummation of the Transactions, a shelf registration statement covering the resale of the PIPE Shares and to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof but no later than the earlier of (i) the 90th day (or 150th day if the SEC notifies the Post-Closing Company that it will review such registration statement) following the closing of the PIPE Financing and (ii) the fifth business day after the date the Post-Closing Company is notified (orally or in writing, whichever is earlier) by the SEC that such registration statement will not be reviewed or will not be subject to further review.

The closing of the PIPE Financing is conditioned on all conditions set forth in the Business Combination Agreement having been satisfied or waived and other customary closing conditions, and the Transactions shall be scheduled to occur substantially concurrently with or immediately following the closing of the PIPE Financing pursuant to the PIPE Subscription Agreements. The PIPE Subscription Agreements will terminate upon the earlier to occur of (i) the termination of the Business Combination Agreement, (ii) the mutual written agreement of the parties thereto, (iii) if any of the conditions to closing of the PIPE Subscription Agreement set forth therein are not satisfied or waived as of the closing date thereof and, as a result thereof, the transactions contemplated by the PIPE Subscription Agreement will not be and are not consummated as of the date of the Closing; or (iv) written notice by either (x) Talawar to the PIPE Investor or (y) the PIPE Investor to Talawar, if the transactions contemplated by the PIPE Subscription Agreement are not consummated on or prior to the Outside Date.

The foregoing description of the PIPE Subscription Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of such agreement, the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus form a part and the terms of which are incorporated by reference herein.

Impact of the Business Combination on Our Public Float

As of the date of this proxy statement/prospectus, there are    JATT Ordinary Shares issued and outstanding. The following table illustrates varying ownership levels in the Post-Closing Company immediately following the consummation of the Business Combination, excluding the dilutive effect of the potential issuance of any Post-Closing Company Shares upon exercise of outstanding Talawar Options assumed by the Post-Closing Company and the potential issuance of Post-Closing Company Shares initially reserved for issuance under the 2026 Plan, in each of the

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No Redemptions Scenario, 25% Redemptions Scenario, 50% Redemptions Scenario, 75% Redemptions Scenario and Maximum Redemptions Scenario:

(1)

Assumes no Public Shareholders exercise their redemption rights.

(2)

Assumes redemptions of 1,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(3)

Assumes redemptions of 3,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(4)

Assumes redemptions of 4,500,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(5)

Assumes redemptions of 6,000,000 Public Shares in connection with the Transactions, which would still result in satisfaction of the Minimum Cash Condition. This scenario is based on the trust account balance as of June 30, 2026, as described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Basis of Pro Forma Presentation”.

(6)

Consists of 12,534,278 shares of Post-Closing Company Common Stock issuable in respect of Talawar Shares. Both are based on an assumed Exchange Ratio of 1.0556. The Exchange Ratio reflects the Talawar Share and Talawar Option, in each case, outstanding as of June 30, 2026 and does not reflect any issuances of Talawar Shares after such date.

(7)

Includes 300,000 Private Placement Shares held by the Sponsor and 1,350,000 Founder Shares held by the Sponsor. Sponsor shall, in connection with the Closing, surrender to JATT for no consideration 150,000 Sponsor Shares for cancellation, which Sponsor Shares shall be entitled to vote at the Extraordinary General Meeting.

(8)

Pursuant to the terms of the PIPE Subscription Agreements, as described above, Post-Closing Company has agreed to issue and sell to the PIPE Investors, and the PIPE Investors have agreed to buy, 22,500,000 PIPE Shares at a purchase price of $10.00 per share for an aggregate commitment of $225.0 million. Marc Schegerin, Chief Executive Officer of Talawar, and current Talawar Stockholder, and AI Talawar, an affiliate of Access Biotechnology, holder of an $18.18 million SAFE that will convert (at a discount) into Post-Closing Company Shares in connection with the Business Combination, participated in the PIPE Financing and have agreed to purchase 50,000 PIPE Shares and 4,000,000 PIPE Shares, respectively. Arjun Goyal and Christopher Staral, independent directors of JATT, participated in the PIPE Financing through Triple Helix Master Fund LP and Vianti Capital Fund I, L.P., respectively and have agreed to purchase 1,650,000 PIPE Shares and 62,500 PIPE Shares, respectively.

See the sections entitled “Proposal No. 1 — The Business Combination Proposal — General — Impact of the Business Combination on Our Public Float” and “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

JATT Deferred Underwriting Fees

$1,800,000 of the underwriting fee payable in connection with the IPO was deferred and conditioned upon completion of an initial business combination. Guggenheim Securities agreed that if no business combination was consummated within the time period provided in the Articles of Association and the funds held under the Trust Agreement are distributed to the holders of the Public Shares, (i) Guggenheim Securities would forfeit any rights or claims to the deferred discount and (ii) the trustee under the Trust Agreement is authorized to distribute the deferred discount to the Public Shareholders on a pro rata basis.

Matters Being Voted On at the Extraordinary General Meeting

JATT shareholders will be asked to consider and vote on the following proposals at the Extraordinary General Meeting:

•

a proposal to approve the Business Combination Proposal. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal”;

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•

a proposal to approve the Merger Proposal. Please see the section entitled “Proposal No. 2 — The Merger Proposal”;

•

a proposal to approve, on an advisory and non-binding basis, the Charter Proposal. Please see the section entitled “Proposal No. 3 — The Charter Proposal”;

•

proposals to approve, on an advisory and non-binding basis, the Organizational Documents Proposals. Please see the section entitled “Proposal No. 4 — The Organizational Documents Proposals”; and

•

a proposal to approve the Adjournment Proposal (if presented). Please see the section entitled “Proposal No. 5 — The Adjournment Proposal.”

Date, Time and Place of Extraordinary General Meeting

The Extraordinary General Meeting will be held on , 2026, Eastern time, at the offices of Greenberg Traurig, LLP, located at One Vanderbilt Avenue, New York, New York 10017, and virtually via live webcast at . Shareholders may attend and vote in person or by visiting and entering the control number found on their proxy card, voting instruction form or notice they previously received. The purpose of the Extraordinary General Meeting is to consider and vote on the Business Combination Proposal, the Merger Proposal, the Charter Proposal, the Organizational Documents Proposals and the Adjournment Proposal (if presented).

Both the Business Combination Proposal and the Merger Proposal must be approved by JATT shareholders in order to consummate the Business Combination. If the Business Combination Proposal is not approved, the JATT shareholders will not be provided an opportunity to vote on the Merger Proposal. None of the Charter Proposal, the Organizational Documents Proposals or the Adjournment Proposal (if presented) is conditioned upon the approval of any other proposal.

Voting Power; Record Date

JATT shareholders will be entitled to vote or direct votes to be cast at the Extraordinary General Meeting if they owned JATT Ordinary Shares at the close of business on     , 2026, which is the Record Date for the Extraordinary General Meeting. JATT shareholders will have one vote for each share of JATT Ordinary Shares owned at the close of business on the Record Date. If your JATT Ordinary Shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were     JATT Ordinary Shares outstanding.

Quorum and Vote of JATT Shareholders

A quorum of JATT shareholders is necessary to hold a valid meeting. A quorum will be present at the Extraordinary General Meeting if the holders of one-third of the issued and outstanding JATT Ordinary Shares entitled to vote at the Extraordinary General Meeting are represented in person or by proxy (which would include presence at the Extraordinary General Meeting). Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

As of the Record Date for the Extraordinary General Meeting, JATT Ordinary Shares would be required to achieve a quorum.

The Insiders have agreed to vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, they may hold in favor of the Business Combination (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination Proposal in accordance with Rule 14e-5 under the Exchange Act) and the Sponsor has agreed to also vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, it may hold in favor of the other Shareholder Proposals being presented at the Extraordinary General Meeting. As of the Record Date, the Insiders beneficially owned, collectively, % of the issued and outstanding JATT Ordinary Shares.

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The approval of the Business Combination Proposal requires an ordinary resolution under the Cayman Act, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting, and includes a unanimous written resolution. As of the Record Date, the Sponsor beneficially owned approximately % of the issued and outstanding JATT Ordinary Shares. As a result, JATT would need Public Shares or approximately % of the issued and outstanding Public Shares to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted). The Business Combination was not structured to require the approval of at least a majority of JATT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. The approval by the JATT shareholders of the Business Combination and the Merger Proposal is required to consummate the Business Combination.

The approval of the Merger Proposal requires a special resolution under the Cayman Act, being the affirmative vote of holders of at least 66 2⁄3% of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting. As of the Record Date, the Sponsor beneficially owned approximately % of the issued and outstanding JATT Ordinary Shares. As a result, JATT would need only , or approximately % of the issued and outstanding Public Shares, to be voted in favor of the Merger Proposal (assuming all outstanding shares are voted).

The approval of the Charter Proposal, on an advisory and non-binding basis, requires an ordinary resolution under the Cayman Act, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of the Organizational Documents Proposals, on an advisory and non-binding basis, each require an ordinary resolution under the Cayman Act, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting. The approval of the Adjournment Proposal (if presented) requires an ordinary resolution under the Cayman Act, being the affirmative vote of the holders of a majority of the JATT Ordinary Shares, who, being present in person or by proxy and entitled to vote at an Extraordinary General Meeting, vote at the Extraordinary General Meeting, and includes a unanimous written resolution. As of the Record Date, the Sponsor beneficially owned approximately % of the issued and outstanding JATT Ordinary Shares. As a result, JATT would need Public Shares or approximately % of the issued and outstanding Public Shares to be voted in favor of the Charter Proposal, the Organizational Documents Proposals and the Adjournment Proposal in order to approve the Charter Proposal, the Organizational Documents Proposals and the Adjournment Proposal (assuming all outstanding JATT Ordinary Shares are voted).

Redemption Rights

Pursuant to the Articles of Association, a Public Shareholder, who is not an Insider, may request to redeem all or a portion of its Public Shares for cash in connection with the Closing. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)

hold Public Shares;

(b)

submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that JATT redeem all or a portion of your Public Shares for cash; and

(c)

deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to p.m., Eastern Time, on , 2026 two (2) business days prior to the initially scheduled date of the Extraordinary General Meeting in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, JATT will redeem such Public Shares for the

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Redemption Price, a per-share price, payable in cash, equal to the pro rata portion of the Trust Account, calculated as of two (2) business days prior to the consummation of the Business Combination. For illustrative purposes, as of September 30, 2026, this would have amounted to approximately $10.16 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See the section of the proxy statement/prospectus entitled “Extraordinary General Meeting of JATT — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing JATT Ordinary Shares, will be restricted from redeeming its Excess Shares without JATT's prior written consent and provided further that any Public Shareholder on whose behalf a redemption right is being exercised must identify itself to JATT in connection with any redemption election in order to validly redeem such Public Shares. Accordingly, if a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing JATT Ordinary Shares, seeks to redeem Excess Shares, then any such Excess Shares would not be redeemed for cash without JATT's prior written consent and compliance with the Existing Governing Documents.

The Sponsor and the Insiders have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, held by them. As of the Record Date, the Insiders beneficially owned, collectively, % of the issued and outstanding JATT Ordinary Shares.

Appraisal Rights of JATT Shareholders

The Cayman Act prescribes when shareholder appraisal rights are available and sets limitations on such rights. JATT shareholders will have appraisal rights and dissenter’s rights under Section 238 and 239 of the Cayman Act. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, the Public Shareholders are still entitled to exercise the rights of redemption as set out herein, and the JATT Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares.

Section 238. (1) of the Cayman Act provides that a member of a constituent company incorporated thereunder shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

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Section 239. (1) of the Cayman Act provides that no rights under section 238 of the Cayman Act shall be available in respect of the shares of any class for which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5) of the Cayman Act, provided that such section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 of the Cayman Act to accept for such shares anything except: (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognized interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

JATT Shareholders who are considering exercising dissenter’s rights are advised to consult appropriate legal counsel.

Proxy Solicitation

Proxies may be solicited by mail or in person. JATT has engaged (“Proxy Solicitor”) to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its JATT Ordinary Shares during the Extraordinary General Meeting if it revokes its proxy before the Extraordinary General Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of JATT— Revoking Your Proxy.”

Interests of Certain JATT Persons in the Business Combination

When you consider the recommendation of the JATT Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and JATT’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the JATT shareholders generally. Further, JATT’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information about JATT — Conflicts of Interest”. We believe there were no such opportunities that were not presented to JATT for a potential business combination as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The JATT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the Shareholder Proposals presented at the Extraordinary General Meeting, including the Business Combination Proposal. JATT shareholders should take these interests into account in deciding whether to approve the Shareholder Proposals presented at the Extraordinary General Meeting, including the Business Combination Proposal. These interests include, among other things:

•

the fact that the Insiders have agreed not to redeem any JATT Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

•

the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares, which will be converted into 1,350,000 shares (after giving effect to the 225,000 Founder Shares surrendered by the Sponsor to JATT for no consideration following the closing of the IPO upon the non-exercise of the underwriters’ over-allotment option and to the Sponsor Forfeiture) of Post-Closing Company Common Stock upon consummation of the Business Combination and that such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately million based upon the closing price of $ per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

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•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of Public Shares and the number of Post-Closing Company Common Stock that the Sponsor will receive upon Closing of the Business Combination, the Sponsor may earn a positive rate of return on their investment even if the Post-Closing Company Common Stock trades below the price initially paid for the Public Shares in the IPO and Public Shareholders experience a negative rate of return following the Closing. Thus, our Sponsor and its affiliates may have more of an economic interest for JATT to, rather than liquidate if JATT fails to complete our initial business combination, enter into an initial business combination on potentially less favorable terms with potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, that would be the case if such parties had paid the full offering price for their Founder Shares;

•

the fact that the Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if JATT fails to complete an initial business combination by April 20, 2028;

•

the fact that the Sponsor purchased 300,000 Private Placement Shares for an aggregate purchase price of $3,000,000 ($10.00 per Private Placement Share) and if JATT does not consummate an initial business combination by April 20, 2028, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless. The Private Placement Shares held by the Sponsor had an estimated aggregate market value of approximately , based upon the closing price of per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that, in the aggregate, the Sponsor has approximately $3,025,000 at risk that depends upon the completion of a business combination, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be , based upon the closing price of per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that JATT Ventures II Ltd is the sole general partner of the Sponsor, and its Chairman and Chief Executive Officer, Dr. Someit Sidhu is a limited partner of the Sponsor. Dr. Someit Sidhu is also the sole member of JATT Ventures II Ltd. Dr. Someit Sidhu has voting and investment discretion with respect to the ordinary shares held of record by JATT Ventures II L.P., and therefore may be deemed to beneficially own the JATT Ordinary Shares owned by Sponsor. For more information about our officers’ and directors’ economic interests in the Transactions, see the section entitled “Beneficial Ownership of Securities”;

•

if the Trust Account is liquidated, including in the event JATT is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to JATT if and to the extent any claims by a third-party for services rendered or products sold to JATT, or a prospective target business with which JATT has entered into a written letter of intent, confidentiality or other similar agreement or merger agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that JATT’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination;

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•

the fact that JATT has certain provisions in its organizational documents that waive the corporate opportunities doctrine on an ongoing basis, JATT’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to JATT. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in JATT’s organizational documents did not, to JATT’s knowledge, impact JATT’s search for an acquisition target or prevent JATT from reviewing any opportunities as a result of such waiver;

•

the fact that JATT’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on JATT’s behalf, such as identifying and investigating possible business targets and business combinations and with respect to the PIPE Financing. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $    in the aggregate. However, if JATT fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, JATT may not be able to reimburse these expenses if the Transactions or another business combination are not completed within the completion window;

•

the fact that, pursuant to the Registration Rights and Lock-Up Agreement, JATT’s officers and directors, the Sponsor and its members and certain other security holders named therein will have customary registration rights, including demand piggy-back rights, subject to cooperation and cut-back provisions with respect to the Post-Closing Company Common Stock held by such parties following the consummation of the Business Combination;

•

the fact that Arjun Goyal and Christopher Staral, directors of JATT, are each affiliated with an investment fund participating in the PIPE Financing, pursuant to which the PIPE Investors have agreed to buy Post-Closing Company Common Stock at a purchase price of $10.00 per share. Dr. Goyal and Mr. Staral have agreed through Triple Helix Master Fund LP and Vianti Capital Fund I, L.P. to purchase 1,650,000 PIPE Shares (at a purchase price of $16,500,000) and 62,5000 PIPE Shares (at a purchase price of $625,000), respectively. The closing price of the JATT Ordinary Shares on Nasdaq was $    per share on    , the Record Date; and

•

the fact that Someit Sidhu, the Chairman and Chief Executive Officer of JATT, a director of Talawar, and an expected director of the Post-Closing Company, is also the founder and Chief Executive Officer and member of the board of Khanda, which is also a principal securityholder of Talawar. Dr. Sidhu recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar. For additional information, please see the section entitled “Certain Relationships and Related Person Transactions—Khanda Agreements.”

As a result of the foregoing interests, the Sponsor and JATT’s directors and officers will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders.

The existence of financial and personal interests of one or more of JATT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JATT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

The financial and personal interests of the Sponsor, as well as JATT’s directors and officers, may have influenced their motivation in identifying and selecting Talawar as a business combination target, completing an initial business combination with Talawar and influencing the operation of the business following the initial business combination. In considering the recommendations of the JATT Board to vote for the Shareholder Proposals, its shareholders should consider these interests.

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Sponsor and Affiliates Compensation

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, its affiliates and JATT’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

See the section of this proxy statement/prospectus entitled “Proposal No. 1 —The Business Combination Proposal — Interests of Certain JATT Persons in the Business Combination” for a further discussion of the compensation received by the Sponsor.

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Board of Directors Following the Business Combination

Upon consummation of the Business Combination, it is expected that each Class I director of the Post-Closing Company will have a term that expires at the annual meeting of stockholders of the Post-Closing Company in 2026, each Class II director of the Post-Closing Company will have a term that expires at the annual meeting of stockholders of the Post-Closing Company in 2027 and each Class III director of the Post-Closing Company will have a term that expires at the annual meeting of stockholders of the Post-Closing Company in 2028, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death.

Upon consummation of the Business Combination     ,      and      are expected to serve as the Class I directors,     ,      and      to serve as the Class II directors and     ,      and      to serve as the Class III directors.

Opinion of Houlihan Capital

The JATT Board retained Houlihan Capital to act as its financial advisor in connection with the transactions contemplated by the Business Combination Agreement. On June 28, 2026, Houlihan Capital rendered its oral opinion to the JATT Board, which was reaffirmed by delivery of Houlihan Capital’s written opinion dated June 29, 2026, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Houlihan Capital, as set forth in Houlihan Capital’s written opinion, the consideration to be issued or paid in the Business Combination is fair, from a financial point of view to the unaffiliated shareholders of JATT.

The full text of the written opinion of Houlihan Capital delivered to the JATT Board, dated June 29, 2026, is attached as Annex C and incorporated by reference into this proxy statement/prospectus in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Houlihan Capital in rendering its opinion. All shareholders of JATT are urged to, and should, read the opinion carefully and in its entirety. Houlihan Capital’s opinion was directed to the JATT Board and addressed only the consideration to be issued or paid in the Business Combination is fair, from a financial point of view to the unaffiliated shareholders, in each case, as of the date of the opinion. Houlihan Capital’s opinion did not address any other aspect or implications of the Business Combination and does not constitute an opinion, advice or recommendation as to how any shareholder of JATT should vote at the Extraordinary General Meeting. The summary of Houlihan Capital’s opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of Houlihan Capital’s written opinion attached as Annex C hereto.

For further information, see the section “Proposal No. 1 — The Business Combination Proposal — Opinion of Houlihan Capital” and Annex C.

Recommendation of the JATT Board to JATT Shareholders

The JATT Board has determined that each of the Shareholder Proposals are in the best interests of JATT and its shareholders and unanimously recommends, except for Dr. Sidhu, who recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar (as further described in this proxy statement/prospectus), that you vote or give instruction to vote “FOR” each of those proposals.

When you consider the JATT Board’s recommendation of these proposals, you should keep in mind that our directors and officers, as well as the Sponsor, have interests in the Transactions that are different from, or in addition to, the interests of JATT shareholders generally. Please see the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain JATT Persons in the Business Combination” for additional information. The JATT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Transactions and in recommending to JATT shareholders that they vote in favor of the proposals presented at the Extraordinary General Meeting.

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Material U.S. Federal Income Tax Considerations

For a discussion summarizing the U.S. federal income tax considerations of the Merger and an exercise of redemption rights in connection with the business combination, please see “Proposal No. 1 — The Business Combination Proposal — Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

Expected Accounting Treatment of the Transactions

See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Expected Accounting Treatment of the Transactions.”

Regulatory Matters

At any time before or after consummation of the Transactions, the applicable competition authorities could take such action under applicable antitrust laws as each deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the Transactions. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There is no assurance that the Antitrust Division of the Department of Justice, the Federal Trade Commission, any state attorney general, or any other government authority will not attempt to challenge the Transactions on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

Neither JATT nor Talawar is aware of any material regulatory approvals or actions that are required for completion of the Transactions. It is presently contemplated that if any such regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Summary Risk Factors

Unless the context otherwise requires, references in this subsection to “Talawar,” “the Company,” “we,” “us” or “our” refer to the business of Talawar prior to the consummation of the Business Combination, which will be the business of the Post-Closing Company and its subsidiaries following the Business Combination.

Talawar’s business is subject to a number of risks of which you should be aware before making a decision to invest in our securities. These risks include, among others, the following:

•

We are a preclinical-stage biotechnology company with a limited operating history on which to assess our business; we have not initiated, conducted, or completed any clinical trials and we have no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability.

•

We expect to continue to incur losses for the foreseeable future and may not be able to achieve or sustain profitability in the future. We have no products approved for sale, have not generated any revenue from our product candidates, and may never generate revenue or become profitable.

•

We have concluded there is substantial doubt about our ability to continue as a going concern for at least twelve months from the date our financial statements as of June 30, 2026 are available to be issued. Even if the Merger and PIPE Financing are successful, we will need substantial additional funding in order to maintain our operations and advance the development and commercialization of our product candidates. Failure to obtain this necessary capital when needed, or on acceptable terms, may force us to delay, reduce or eliminate certain of our product development or research operations and may raise substantial doubt about our ability to continue as a going concern.

•

Preclinical and clinical drug development is a lengthy and expensive process, with uncertain timelines and outcomes. If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regulatory approvals, and therefore be unable to commercialize our therapeutic candidates or any of our future therapeutic candidates on a timely basis or at all.

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•

Disruptions at the FDA and other government agencies caused by funding shortages or layoffs could hinder their ability to hire, retain or deploy key leadership and other personnel or otherwise prevent product candidates from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business.

•

The safety and effectiveness of our approach to the discovery and development of our product candidates remains uncertain, and we may not be successful in our efforts to build a pipeline of programs with commercial value.

•

Our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our current or any future product candidates, which would prevent or delay or limit the scope of regulatory approval and commercialization.

•

We are substantially dependent on the success of TALA-125, and our anticipated clinical trials for such product candidate may not be successful.

•

The results of preclinical studies and early-stage clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials or results in other indications. Initial positive results, if any, in our clinical trials may not be indicative of results obtained when these trials are completed or in later-stage trials.

•

Our product candidates may be associated with serious adverse, undesirable or unacceptable side effects or other properties or safety risks, which may delay or halt their clinical development, prevent their marketing approval or lead to limited market demand, if approved. If such side effects are identified during the development of our product candidates or following approval, we may suspend or abandon our development of such product candidates, the commercial profile of any approved label may be limited or we may be subject to other significant negative consequences following marketing approval.

•

Interim, top-line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. Data from our clinical trials reported as of a measurement date may not be predictive of the effect, if any, of our product candidates at any later measurement date.

•

The cross-trial comparisons we present from trials of other products or product candidates suggesting that inhibiting two orthogonal pathways simultaneously may result in greater efficacy than either target alone are subject to significant limitations and may not be predictive of relative performance in any of our product candidates, or products, if approved.

•

Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control, which could adversely affect our business, operating results and prospects.

•

If we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our therapeutics may be delayed and, as a result, our stock price may decline.

•

We currently have no marketing, sales or distribution capabilities, and we may need to invest significant resources to develop these capabilities. If we are unable to establish marketing, sales or distribution capabilities or enter into agreements with third parties to perform such activities, we may not be able to generate product revenue.

•

If the market opportunities for any of our product candidates, if approved, are smaller than we estimate, our revenue may be adversely affected, and our business may suffer.

•

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

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•

If our information technology systems or those of third parties with whom we work or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits and other adverse consequences.

•

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits and other adverse business consequences.

•

We are highly dependent on the services of our senior management team and if we are not able to retain members of our management team and recruit and retain additional management, clinical and scientific personnel, our business will be harmed.

•

Our relationships with customers, physicians, other healthcare providers, and third-party payors may be subject, directly or indirectly, to federal, state and foreign healthcare fraud and abuse laws, false claims laws, other healthcare laws and regulations and health data privacy and security laws and regulations, contractual obligations and self-regulatory schemes. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

•

Our relationships with customers, physicians, other healthcare providers, and third-party payors may be subject, directly or indirectly, to federal, state and foreign healthcare fraud and abuse laws, false claims laws, other healthcare laws and regulations and health data privacy and security laws and regulations, contractual obligations and self-regulatory schemes. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

•

We rely, and expect to continue to rely, on third parties, including Khanda. We may choose to enter into additional collaboration and licensing arrangements with Khanda and other third parties. If we are unable to maintain these collaborations or licensing arrangements, or if these collaborations or licensing arrangements are not successful, our business could be negatively impacted.

•

We have licensed intellectual property rights from third parties and may do so in the future. Such licenses may be subject to early termination if we fail to comply with our obligations in our licenses with third parties, which could result in the loss of rights or technology that are material to our business.

•

We do not know whether an active, liquid and orderly trading market will develop for our common stock or what the market price of our common stock will be, and, as a result, it may be difficult for you to sell your shares of our common stock.

Sources and Uses of Funds for the Transactions

The following tables summarize the sources and uses for funding the Business Combination, assuming (i) no Public Shareholders exercise their redemption rights and (ii) the largest number of redemptions by Public Shareholders that can occur while still satisfying the Minimum Cash Condition. This scenario assumes that Available Cash is met.

Where actual amounts are not known or knowable, the figures below represent Talawar’s good faith estimate of such amounts. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information.” In the event of the 25% Redemptions Scenario, 50% Redemptions Scenario and 75% Redemptions Scenario, funds available to the Post-Closing Company from the Trust Account will be reduced proportionally to such redemption rate.

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Sources and Uses of Funds for the Business Combination

(1)

Assumes no Public Shareholders exercise their redemption rights.

(2)

Assumes that all 6,000,000 Public Shares are redeemed.

(3)

Reflects the amount in the Trust Account as of June 30, 2026.

(4)

Reflects cash as of June 30, 2026.

(5)

Assumes the PIPE Investment Amount.

(6)

Represents the sum of proceeds from the PIPE Financing as of the consummation of the Business Combination, and cash held in the Trust Account (as of June 30, 2026) along with Talawar cash (as of June 30, 2026), less illustrative transaction-related fees and expenses. Does not include the $18.0 million reimbursement payment that Talawar is obligated to pay Khanda pursuant to the TALA-125 License Agreement within 30 days of the Closing. Such $18.0 million reimbursement amount includes $6.1 million of research and development costs and $1.6 million of general and administrative costs that were incurred by Khanda related to TALA-125 prior to the entry into the TALA-125 License Agreement by Talawar and Khanda, together with an applicable mark-up charged by Khanda.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements within the meaning of the federal securities laws, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “expect,” “potential,” “plan,” “seek,” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Unless the context indicates or otherwise requires, references in this section to “we,” “us” or the “Company” refer to Talawar. Forward-looking statements contained in this proxy statement/prospectus include statements about:

•

our ability to consummate the Business Combination;

•

the anticipated timing of the Closing of the Business Combination;

•

the expected benefits and costs of the Business Combination;

•

the Post-Closing Company’s financial and business performance following the Business Combination;

•

changes in our strategy, future operations, financial position, prospects and plans;

•

the initiation, timing, progress, potential registrational quality, and results of our research and development programs, preclinical studies, any clinical trials, Investigational New Drug, and other regulatory submissions;

•

our estimates regarding the potential market opportunities and the number of patients for our product candidates and any future product candidates, if approved for commercial use;

•

our ability to maintain existing, and establish new, strategic collaborations, licensing, or other arrangements, including our ability to comply with its financial obligations pursuant to the terms of such agreements;

•

the timing and likelihood of the achievement of milestones pursuant to our existing collaboration and licensing agreements;

•

the performance of our third-party service providers, including our suppliers and manufacturers;

•

our ability to achieve timing and product development milestones on our product roadmap;

•

our ability to attract and retain qualified employees and management;

•

our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•

our ability to attract and retain employees and collaborators with development, regulatory, and commercialization expertise;

•

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

•

our future capital requirements and sources and uses of cash, including our expected cash runway;

•

our ability to obtain funding for our operations and future growth; and

•

our ability to maintain the listing of the Post-Closing Company Common Stock on Nasdaq and the potential liquidity and trading of such securities.

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We caution you that the foregoing list may not contain all of the forward-looking statements made in this proxy statement/prospectus. We advise you that the safe harbor afforded by the Private Securities Litigation Reform Act of 1995 to certain forward-looking statements does not extend to forward-looking statements made by JATT or Talawar in connection with this proxy statement/prospectus.

You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this proxy statement/prospectus primarily on our current expectations and projections about future events and trends that we believe may affect our business, operating results, financial condition and prospects. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors, including those described in the section entitled “Risk Factors” and elsewhere in this proxy statement/prospectus. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this proxy statement/prospectus. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

Neither we nor any other person assumes responsibility for the accuracy and completeness of any of these forward-looking statements. Moreover, the forward-looking statements made in this proxy statement/prospectus relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this proxy statement/prospectus to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect new information or the occurrence of unanticipated events, except as required by law. You should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make following the Closing.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

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RISK FACTORS

Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus/consent solicitation, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. If the Business Combination is completed, the Post-Closing Company will operate in a market environment that is difficult to predict and that involves significant risks, many of which will be beyond its control. Investing in the Post-Closing Company Common Stock involves a high degree of risk. The following risk factors apply to the business and operations of JATT and Talawar and will also apply to the business and operations of the Post-Closing Company following the Closing. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on the ability to complete or realize the anticipated benefits of the Business Combination, and may adversely affect the business, cash flows, financial condition, results of operations of the Post-Closing Company. In that case, the trading price of Post-Closing Company Common Stock may decline, and you may lose all or part of your investment. You should also carefully consider the following risk factors in addition to the other information included in this proxy statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” JATT or Talawar may face additional risks and uncertainties that are not presently known to JATT and Talawar, or that JATT and Talawar currently deem immaterial, which may also impair JATT’s or Talawar’s business or financial condition. The following discussion should be read in conjunction with the financial statements and notes to the financial statements included herein.

Unless the context otherwise requires, references in this subsection to “Talawar,” “the Company,” “we,” “us” or “our” refer to the business of Talawar prior to the consummation of the Business Combination, which will be the business of the Post-Closing Company and its subsidiaries following the Business Combination.

Risk Related to Talawar and the Post-Closing Company

Risks Related to Our Limited Operating History, Financial Position and Capital Requirements

We are a preclinical-stage biotechnology company with a limited operating history on which to assess our business; we have not initiated, conducted, or completed any clinical trials and we have no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability.

We are a preclinical-stage biotechnology company with a limited operating history on which to assess our business; we have not initiated, conducted or completed any clinical trials and we have no products approved for commercial sale, which may make it difficult to evaluate our current business and predict our future success and viability. We have incurred net losses since our inception in April 2026 and expect to continue to incur net losses for the foreseeable future. Since inception, we have invested most of our resources in developing our product candidates, acquiring and building an intellectual property portfolio, conducting business planning, organizing and staffing our company, raising capital, conducting preclinical studies and providing general and administrative support for these operations. In part because of this lack of experience, we cannot be certain that our preclinical studies or clinical trials will begin or be completed on time, if at all. Biotechnology product development is a highly speculative undertaking, involving substantial upfront capital expenditure and significant risk. Any product candidate may fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval or become commercially viable, despite substantial investment on development or commercialization. In addition, we have not yet demonstrated an ability to obtain regulatory approvals, manufacture a commercial-scale product, or arrange for a third party to do so on our behalf, or conduct sales, marketing, and distribution activities necessary for successful product commercialization. Consequently, any predictions about our future success or viability may not be as accurate as they could be if we had a longer operating history.

In addition, as our business grows, we may encounter unforeseen expenses, restrictions, difficulties, complications, delays, and other known and unknown factors. We will need to transition at some point from a company with an early research and development focus to a company capable of supporting larger scale clinical trials and eventually commercial activities. We may not be successful in such a transition.

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We expect to continue to incur losses for the foreseeable future and may not be able to achieve or sustain profitability in the future. We have no products approved for sale, have not generated any revenue from our product candidates, and may never generate revenue or become profitable.

Investment in biotechnology product development is a highly speculative undertaking and entails substantial upfront capital expenditures and significant risks that any product candidate will fail to demonstrate adequate efficacy or an acceptable safety profile, gain regulatory approval, and become commercially viable. We have no products approved for commercial sale, have not generated any revenue from product sales to date, and continue to incur significant research and development and other expenses related to our ongoing operations. We do not expect to generate product revenue unless or until we successfully complete preclinical and clinical development and obtain regulatory approval for, and then successfully commercialize, at least one of our product candidates.

We may never succeed in these activities and, even if we do, may never generate revenues that are significant or large enough to achieve profitability. If we are unable to raise sufficient additional capital to advance a product candidate to commercialization or generate sufficient revenue through the sale of any approved products, we may be unable to continue operations without additional funding.

For the period from April 1, 2026 (inception) through June 30, 2026, we had a net loss and an accumulated deficit of $23.7 million. As of June 30, 2026, we had cash of $19.3 million. We expect to continue to incur significant losses for the foreseeable future and expect these losses to increase as we continue our research and development of, commence clinical trials and seek regulatory approvals for, our lead product candidate, TALA-125, a bispecific antibody that is designed to simultaneously bind and inhibit interleukin-13 (“IL-13”) and interleukin-18 (“IL-18”), along with any future product candidates we may develop, including product candidates from our TALA-307 and TALA-711 programs.

We expect to continue to incur significant expenses and increasing operating losses for the foreseeable future and anticipate that our expenses will increase substantially if, and as, we:

•

continue and increase the research and development of our preclinical-stage product candidates and discovery-stage programs, including the continued development of our most advanced product candidate, TALA-125, along with any future product candidates we may develop, including product candidates from our TALA-307 and TALA-711 programs;

•

progress our chemistry, manufacturing and control development, registration, and validation, including the manufacture of our product candidates by third parties, including increasing volumes manufactured by third parties;

•

commence the clinical development of our product candidates, including advancing our product candidates into larger, more expensive trials;

•

make milestone, royalty, reimbursement or other payments pursuant to the Patent and Know-How Licence Agreement (the “TALA-125 License Agreement”), dated May 6, 2026, with Khanda pursuant to which we exclusively in-licensed TALA-125, the Patent and Know-How Licence Agreement (the “DC License Agreement”), dated June 1, 2026, with Khanda, pursuant to which we exclusively in-licensed rights to our TALA-307 program, the Antibody Discovery and Option Agreement (the “Antibody Discovery and Option Agreement”), dated June 1, 2026, with Khanda, pursuant to which we were granted an option to exclusively in-license rights to our TALA-711 and potentially other future programs (the TALA-125 License Agreement, the DC License Agreement and the Antibody Discovery and Option Agreement, collectively, the “Khanda Agreements”) and under any additional future in-license or collaboration agreements;

•

maintain, expand and protect our intellectual property portfolio;

•

expand our operational, financial and management systems and increase personnel, including personnel to support our clinical development, manufacturing and commercialization efforts;

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•

establish sales, marketing and distribution infrastructure to commercialize any products for which we may obtain marketing approval and intend to commercialize on our own or jointly with third parties;

•

address any competing therapies and market developments;

•

incur additional costs associated with operating as a public company following the Closing; and

•

experience any delays or encounter any issues with any of the above, including but not limited to failed studies or trials, complex results, manufacturing challenges, safety issues or other regulatory challenges.

To become and remain profitable, we and any potential future collaborators must develop and eventually commercialize products with significant market potential. This will require us to be successful in a range of challenging activities, including completing preclinical studies and clinical trials, manufacturing our product candidates, either on our own or with contract development and manufacturing organizations (“CDMOs”), obtaining marketing approval for product candidates, marketing and selling any products for which we may obtain marketing approval and satisfying any post-marketing requirements. We may never succeed in any or all of these activities and, even if we do, we may never generate revenue that is significant or large enough to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability. Our failure to become and remain profitable would decrease the value of the company and could impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations.

Even if we succeed in commercializing one or more of our product candidates, we will continue to incur substantial research and development and other expenditures to develop and market additional product candidates. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. Our future results of operations will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue.

We have concluded there is substantial doubt about our ability to continue as a going concern for at least twelve months from the date our financial statements as of June 30, 2026 are available to be issued. Even if the Merger and PIPE Financing are successful, we will need substantial additional funding in order to maintain our operations and advance the development and commercialization of our product candidates. Failure to obtain this necessary capital when needed, or on acceptable terms, may force us to delay, reduce or eliminate certain of our product development or research operations and may raise substantial doubt about our ability to continue as a going concern.

The development of product candidates, including conducting preclinical studies and clinical trials, is a time-consuming, capital-intensive and uncertain process. To date, we have funded our operations primarily with proceeds from the entry into simple agreements for future equity. As of June 30, 2026, we had $19.3 million of cash. If we are unable to raise additional capital when needed, that could raise substantial doubt about our ability to continue as a going concern. As a result, we have concluded there is substantial doubt about our ability to continue as a going concern for at least twelve months from the date our financial statements as of June 30, 2026 are available to be issued. In light of these concerns, our independent registered public accounting firm included in its opinion on the financial statements an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern beyond twelve months from the date our financial statements are available to be issued. Notwithstanding the foregoing, based on current operating assumptions, we expect that our existing cash, together with the net proceeds from the Business Combination and the corresponding PIPE Investment Amount, will enable us to fund our operating expenses and capital expenditure requirements into 2029. We have based this estimate on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect.

Accordingly, we will still need to raise additional capital to continue to fund our operations in the future. Future capital requirements for TALA-125 or any of our other product development programs, including product candidates from our TALA-307 and TALA-711 programs, will depend on many factors, including:

•

the progress, timing and completion of preclinical studies and clinical trials for our current or any future product candidates, as well as the associated costs, including any unforeseen costs we may incur as a result of preclinical study or clinical trial delays due to disease outbreaks, epidemics and pandemics or other causes;

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•

the timing and amount of milestone, royalty and other payments we are required to make under the Khanda Agreements and any future license or collaboration agreements;

•

the number and characteristics of potential new product candidates we identify and decide to develop;

•

the need for additional or expanded preclinical studies and clinical trials beyond those that we plan to conduct with respect to our current and future product candidates;

•

the cost involved in growing the organization to the size needed to allow for the research, development and potential commercialization of our current or any future product candidates;

•

the costs involved in filing patent applications, maintaining and enforcing patents or defending against infringement or other claims raised by third parties;

•

the maintenance of our existing license and collaboration agreements and option agreements, including the Khanda Agreements, and the potential entry into new license and collaboration agreements;

•

the time and costs involved in obtaining regulatory approval for our product candidates and any delays we may encounter as a result of evolving regulatory requirements or adverse results with respect to any of our product candidates;

•

the effect of competing technological and market developments;

•

the cost and timing of completion of clinical and commercial-scale outsourced manufacturing activities;

•

the cost of establishing sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval in regions where we choose to commercialize our products on our own;

•

the cost associated with manufacturing and supply of our product candidates;

•

the cost associated with operating as a public company;

•

the costs of operational, financial and management information systems and associated personnel;

•

the amount of revenues, if any, we may derive either directly or in the form of royalty payments from future sales of our product candidates, if approved; and

•

market acceptance of any approved product candidates.

In addition, if we successfully develop and obtain regulatory approval for any of our product candidates, we expect to incur significant commercialization expenses related to product manufacturing, marketing, sales and distribution. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce or eliminate our product development programs or any future commercialization efforts.

Other than the proceeds we expect to receive from the Business Combination and the PIPE Financing, we do not have any committed external source of funds or other support for our development efforts and we cannot be certain that additional funding will be available on acceptable terms or at all. If we obtain regulatory approval for our product candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. Accordingly, until we can generate sufficient product or other revenue to finance our cash requirements, which we may never achieve, we expect to finance our future cash requirements through a combination of equity offerings, debt financings or other capital sources, including potential collaborations, out-licenses or dispositions and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed could result in us being required to curtail our product development activities and other activities commensurate with the magnitude of the shortfall and our product development activities may cease altogether, which could materially harm our business, financial condition, and results of operations. To the extent that the costs of our activities exceed our current estimates and we are unable to raise sufficient additional capital to cover

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such costs, we will need to reduce operating expenses, sell assets, enter into strategic transactions, or effect a combination of the above. No assurance can be given that we will be able to enter into any of such transactions on acceptable terms, if at all.

Our ability to raise additional funds will depend on financial, economic and market conditions and other factors, over which we may have no or limited control. Market volatility resulting from geopolitical and economic instability, including as a result of trade policy, inflation, global wars, including between Russia and Ukraine and in the Middle East, or other factors could also adversely impact our ability to access capital as and when needed. If adequate funds are not available on commercially acceptable terms when needed, we may be forced to delay, reduce or terminate the development or commercialization of all or part of our research programs or product candidates or we may be unable to take advantage of future business opportunities.

We will need to raise additional capital. Raising additional capital may cause dilution to our stockholders and may restrict our operations or require us to relinquish rights to our product candidates.

Until such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including potential collaborations, out-licenses or dispositions and other similar arrangements. Other than the proceeds we expect to receive from the Business Combination and the PIPE Financing, we do not have any committed external source of funds. To the extent that we raise additional capital through the sale of equity or convertible debt securities, our stockholders may be diluted, and the terms of these securities may include liquidation or other preferences that may adversely affect the rights of our stockholders. Debt and equity financings, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as redeeming shares, making investments, incurring additional debt, making capital expenditures, declaring dividends or placing limitations on our ability to acquire, sell or license intellectual property rights.

If we raise additional capital through future collaborations, strategic alliances or third-party licensing arrangements, we may have to relinquish certain valuable rights to our intellectual property, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional capital when needed, we may be required to delay, limit, reduce or terminate our clinical development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

In addition, pursuant to the terms of the TALA-125 License Agreement, we are required to issue shares of our common stock to Khanda as follows: (i) shares representing 1.0% of our outstanding shares on the first anniversary of the Closing and (ii) shares representing 1.0% of our outstanding shares on the second anniversary of the Closing, in each case on a fully diluted basis (including all shares issuable upon the exercise or conversion of any convertible securities, stock options, warrants or similar instruments). Such share issuances will result in further dilution to all securityholders of the Post-Closing Company.

Due to our limited resources and access to capital, we must prioritize development of certain product candidates over other potential product candidates and the amount of resources to allocate to each. These decisions may prove to have been wrong and may adversely affect our ability to develop our own programs, our attractiveness as a commercial partner and may ultimately have an adverse impact on our success.

Due to our limited resources and access to capital, we must prioritize development of certain product candidates over other potential product candidates and the amount of resources to allocate to each. These decisions concerning the allocation of research, collaboration, management and financial resources toward our product candidates or therapeutic areas may prove to have been wrong and may adversely affect our ability to develop our own programs, our attractiveness as a commercial partner and may ultimately have an adverse impact on our success. Similarly, our decisions to delay, terminate or collaborate with third parties in respect of certain product development programs may also prove not to be optimal and could cause us to miss valuable opportunities. If we make incorrect determinations regarding the market potential of our product candidates or misread trends in the biotechnology industry, in particular for our most advanced product candidate, TALA-125, our business, financial condition and results of operations could be materially adversely affected.

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Risks Related to Discovery, Development and Regulatory Approval of Product Candidates

Preclinical and clinical drug development is a lengthy and expensive process, with uncertain timelines and outcomes. If preclinical studies or clinical trials of our product candidates are prolonged or delayed, we may be unable to obtain required regulatory approvals, and therefore be unable to commercialize our therapeutic candidates or any of our future therapeutic candidates on a timely basis or at all.

Successful development of product candidates involves a lengthy and expensive process, is highly uncertain and is dependent on numerous factors, many of which are beyond our control. It is impossible to predict when or if our product candidate will receive regulatory approval. To obtain the requisite regulatory approvals to commercialize our product candidate, we must demonstrate through lengthy, complex, and expensive clinical trials that our product candidate is safe and effective in patient populations for the relevant indication(s) for use. For example, although TALA-125 combines two validated, orthogonal mechanisms into a bispecific antibody, there can be no assurance that our clinical development plan will be sufficient for regulatory approval or that regulators will not require additional trials. Preclinical and clinical testing can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical development process. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing. Product candidates that appear promising in the early phases of development may fail to reach the market for several reasons, including:

•

clinical trial results may show the product candidates to be less effective than expected (for example, a clinical trial could fail to meet its primary or key secondary endpoint(s)) or have an unacceptable or unexpected safety profile;

•

failure to receive the necessary regulatory approvals or a delay in receiving such approvals, which, among other things, may be caused by patients who fail the trial screening process, slow enrollment in clinical trials, patients dropping out of trials, patients lost to follow-up, length of time to achieve trial endpoints, additional time requirements for data analysis or marketing application preparation, discussions with the FDA, the European Medicines Agency (“EMA”) or other comparable foreign regulatory authorities, regulatory authorities, including FDA, EMA or other comparable foreign regulatory authorities, requesting additional preclinical or clinical data (such as long-term toxicology studies), or encountering unexpected safety or manufacturing issues;

•

preclinical study results may show the product candidate to be less effective than desired or to have harmful on-target or off-target side effects;

•

imposition of extensive post-marketing approval requirements; or

•

the proprietary rights of others and their competing products and technologies that may prevent our product candidates from being commercialized.

Furthermore, the length of time necessary to complete clinical trials and submit an application for marketing approval for a final decision by a regulatory authority varies significantly from one product candidate to the next and from one country or jurisdiction to another and may be difficult to predict. Even if we are successful in obtaining marketing approval, commercial success of any approved products will also depend in large part on the availability of coverage and adequate reimbursement from third-party payors, including government payors such as the Medicare and Medicaid programs and managed care organizations in the United States or country-specific governmental organizations in foreign countries, which may be affected by existing and future healthcare reform measures designed to reduce the cost of healthcare. Third-party payors could require us to conduct additional studies, including post-marketing studies related to the cost effectiveness of a product, to qualify for reimbursement, which could be costly and divert our resources. If government and other healthcare payors were not to provide coverage and adequate reimbursement for our products once approved, market acceptance and commercial success would be reduced. Even if we are able to obtain coverage and adequate reimbursement for our products once approved, there may be features or characteristics of our products that prevent our products from achieving market acceptance by the healthcare or patient communities.

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In addition, if any of our product candidates receive marketing approval, we will be subject to significant regulatory obligations regarding the submission of safety and other post-marketing information and reports and registration and will need to continue to comply (or ensure that our third-party providers comply) with current Good Manufacturing Practice (“cGMPs”) and Good Clinical Practice (“GCPs”) for any clinical trials that we conduct post-approval. In addition, there is the risk that we, a regulatory authority or a third party might identify previously unknown problems with a product post-approval, such as adverse events (“AEs”) of unanticipated severity or frequency. Compliance with these requirements is costly, and any failure to comply or other issues with our product candidates post-approval could adversely affect our business, financial condition and results of operations.

Disruptions at the FDA and other government agencies caused by funding shortages or layoffs could hinder their ability to hire, retain or deploy key leadership and other personnel or otherwise prevent product candidates from being developed, approved or commercialized in a timely manner or at all, which could negatively impact our business.

The ability of the FDA and comparable foreign authorities to review and approve new product candidates can be affected by a variety of factors, including government budget and funding levels, ability to hire and retain key personnel and accept the payment of user fees and statutory, regulatory and policy changes. Average review times at the FDA have fluctuated in recent years as a result. In addition, government funding of other government agencies that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.

Disruptions at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and approved by necessary government agencies, which would adversely affect our business. For example, over the last several years, the U.S. government shut down several times and certain regulatory agencies, such as the FDA, furloughed or laid off critical employees and ceased critical activities. If a prolonged government shutdown or disruption occurs, it could significantly impact the ability of the FDA and comparable foreign authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our business. In addition, such issues could also prevent the FDA or applicable foreign authorities from conducting their regular inspections, reviews or other regulatory activities, which in turn could significantly impact the ability of such authorities to timely review and process our regulatory submissions, which could have a material adverse effect on our business.

The safety and effectiveness of our approach to the discovery and development of our product candidates remains uncertain, and we may not be successful in our efforts to build a pipeline of programs with commercial value.

Our company was established with the goal of developing bispecific and multispecific antibody therapeutics for immunology and inflammation (“I&I”) disorders by identifying combinations of validated biological targets with orthogonal (i.e., operating independently of one another) mechanisms that engage through distinct, non-redundant inflammatory pathways. Our initial focus is on atopic dermatitis (“AD”), a chronic, inflammatory skin disease. While there is a limited amount of clinical data developed by third parties on product candidates designed to operate in this way, there are currently no FDA-approved bispecific antibody therapeutics for AD. Therefore, the long-term safety and efficacy of bispecific antibody therapeutics for the treatment of AD remains uncertain and we may ultimately discover that this approach is either unsafe or not effective, especially compared to currently approved products for AD. Each of our product candidates, including our lead product candidate TALA-125, is in preclinical development and none have been tested in human clinical studies. For example, as part of preclinical safety and tolerability studies in non-human primates, we generated data on half-life extension and projected human pharmacokinetics. Based on this data, we project that TALA-125 may have a human half-life of approximately 60 to 90 days, however, these projections may ultimately prove to not accurately predict human pharmacokinetics, and the results and projections may not be replicated when tested in humans.

In addition, we may in the future seek to discover and develop programs that are based on novel targets and technologies that are unproven. If our discovery activities fail to identify novel targets or technologies for drug discovery, or such targets prove to be unsuitable for treating human disease, we may not be able to develop viable additional programs. We and our existing or future collaborators may never receive approval to market and commercialize any product candidate. Even if we or an existing or future collaborator obtains regulatory approval, the approval may be for targets, disease indications or patient populations that are not as broad as we intended or desired or may require labeling that includes significant use or distribution restrictions or safety warnings. If our product

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candidates prove to be ineffective, unsafe or commercially unviable, such programs would have little, if any, value, which would have a material and adverse effect on our business, financial condition, results of operations and prospects.

Our clinical trials may fail to demonstrate substantial evidence of the safety and efficacy of our current or any future product candidates, which would prevent or delay or limit the scope of regulatory approval and commercialization.

To obtain the requisite regulatory approvals to market and sell any of our product candidates, including our lead product candidate TALA-125, and any other future product candidates, including product candidates from our TALA-307 and TALA-711 programs, we must demonstrate through extensive preclinical studies and clinical trials that our product candidates are safe and effective for use in each targeted indication. Clinical testing is expensive and can take many years to complete, and its outcome is inherently uncertain. Failure can occur at any time during the clinical development process. Most product candidates that begin clinical trials are never approved by regulatory authorities for commercialization. We may be unable to establish clinical endpoints that applicable regulatory authorities would consider clinically meaningful, and a clinical trial can fail at any stage of testing. Further, the process of obtaining regulatory approval is expensive, often takes many years following the commencement of clinical trials and can vary substantially based upon the type, complexity and novelty of the product candidates involved, as well as the target indications, patient population and regulatory agency. Prior to obtaining approval to commercialize TALA-125 and any future product candidates in the United States or abroad, including product candidates from our TALA-307 and TALA-711 programs, we or our potential future collaborators must demonstrate with substantial evidence from adequate and well-controlled clinical trials, and to the satisfaction of the FDA or comparable foreign regulatory authorities, that such product candidates are safe and effective for their intended uses.

Clinical trials that we conduct may not demonstrate the efficacy and safety necessary to obtain regulatory approval to market our product candidates. In some instances, there can be significant variability in safety or efficacy results between different clinical trials of the same product candidate due to numerous factors, including changes in trial procedures set forth in protocols, differences in the size and type of the patient populations, changes in and adherence to the clinical trial protocols and the rate of dropout among clinical trial participants. If the results of our ongoing or future clinical trials are inconclusive with respect to the efficacy of our product candidates, if we do not meet the clinical endpoints with statistical and clinically meaningful significance, or, if there are safety concerns associated with our product candidates, we may be delayed in obtaining marketing approval, if at all. Additionally, any safety concerns observed in any one of our clinical trials in our targeted indications could limit the prospects for regulatory approval of our product candidates in those and other indications.

Even if the trials are completed to our satisfaction, clinical data are often susceptible to varying interpretations and analyses or may not provide a sufficient risk-benefit ratio, and we cannot guarantee that the FDA or comparable foreign regulatory authorities will interpret the results as we do or find a risk-benefit ratio for a proposed indication acceptable, and more trials could be required before we submit our product candidates for approval. We cannot guarantee that the FDA or comparable foreign regulatory authorities will view our product candidates as having efficacy even if we believe results observed in clinical trials are positive. Moreover, results acceptable to support approval in one jurisdiction may be deemed inadequate by another regulatory authority to support regulatory approval in that other jurisdiction. To the extent that the results of the trials are not satisfactory to the FDA or comparable foreign regulatory authorities for support of a marketing application, approval of our lead product candidate TALA-125 and any future product candidates, including product candidates from our TALA-307 and TALA-711 programs, may be significantly delayed, or we may be required to expend significant additional resources, which may not be available to us, to conduct additional trials in support of potential approval of our product candidates. Even if regulatory approval is secured for a product candidate, the terms of such approval may limit the scope and use of the specific product candidate, which may also limit our commercial potential.

We are substantially dependent on the success of TALA-125, and our anticipated clinical trials for such product candidate may not be successful.

Our future success is substantially dependent on our ability to timely obtain regulatory approval for, and then successfully commercialize, TALA-125. We are initially investing a majority of our efforts and financial resources into the research and development of this program. While we are also advancing our TALA-307 program as a next-generation IL-13-targeting bispecific antibody and our TALA-711 program as a multispecific antibody program, each

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of these programs remains in the discovery stage of development and we have not yet nominated a development candidate for either program. We expect to submit a clinical trial notification (“CTN”) for TALA-125 to the Therapeutic Goods Administration (“TGA") in Australia by the end of 2026 and plan to initiate a Phase 1 healthy volunteer clinical trial of TALA-125 in Australia in the first quarter of 2027. Pending results from the Phase 1 clinical trial, we plan to submit an investigational new drug (“IND”) application to the FDA for TALA-125 to support potential initiation of a Phase 2 proof-of-concept clinical trial of TALA-125 in patients with AD. The success of TALA-125 depends on our ability to demonstrate that TALA-125 can be administered safely as well as demonstrating one or more clinical advantages over other approved products or product candidates in clinical development. We believe that targeting IL-13 and IL-18 in parallel has the potential to engage a broader segment of the underlying inflammatory biology than inhibition of either cytokine alone. If our clinical trials of TALA-125 do not demonstrate adequate safety and efficacy, the clinical and commercial potential of TALA-125 will be significantly and adversely affected.

Our product candidates will require evaluation of preclinical, clinical, and manufacturing activities, preclinical and clinical development, regulatory approval in multiple jurisdictions, substantial investment, and significant marketing efforts before we are able to potentially generate any revenues from product sales. We are not permitted to market or promote our product candidates before we receive regulatory approval from the FDA and comparable foreign regulatory authorities, and we may never receive such regulatory approvals.

The success of our product candidates will depend on a variety of factors. We do not have complete control over many of these factors, including certain aspects of clinical development and the regulatory submission process, potential threats to our intellectual property rights, potential threats from the intellectual property rights of third parties and the manufacturing, marketing, distribution, and sales efforts of any future collaborator. Accordingly, we cannot assure you that we will ever be able to generate revenue through the sale of these product candidates, even if approved. If we are not successful in obtaining regulatory approval for and commercializing TALA-125 or future product candidates, or if we are significantly delayed in doing so, it could have a material adverse effect on our business, financial condition and results of operations.

The results of preclinical studies and early-stage clinical trials of our product candidates may not be predictive of the results of later-stage clinical trials or results in other indications. Initial positive results, if any, in our clinical trials may not be indicative of results obtained when these trials are completed or in later-stage trials.

The results of preclinical studies and early-stage clinical trials may not be predictive of the results of later-stage clinical trials, and results in one indication may not predict results for the same product candidate in another indication. Product candidates in later stages of clinical trials may fail to show the desired safety and efficacy traits despite having progressed through preclinical studies and initial clinical trials. Furthermore, there can be no assurance that any of our clinical trials will ultimately be successful or support further clinical development of any of our product candidates. There is a high failure rate for product candidates proceeding through clinical trials. Many companies in the biotechnology and pharmaceutical industries have suffered significant setbacks in late-stage clinical trials after achieving positive results in early-stage development and any such setbacks in our clinical development could have a material adverse effect on our business and operating results. These setbacks have been caused by, among other things, preclinical findings made while clinical trials were underway or safety or efficacy observations made in preclinical studies and clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses and many companies that believed their product candidates performed satisfactorily in preclinical studies and clinical trials nonetheless failed to obtain regulatory approval. Further, negative clinical trial results for a product candidate with respect to one indication may impact the potential or perceived potential of other indications. If our product candidates fail to demonstrate satisfactory characteristics in late-stage clinical trials, it could have a material adverse effect on our business, financial condition and results of operations.

Our product candidates may be associated with serious adverse, undesirable or unacceptable side effects or other properties or safety risks, which may delay or halt their clinical development, prevent their marketing approval or lead to limited market demand, if approved. If such side effects are identified during the development of our product candidates or following approval, we may suspend or abandon our development of such product candidates, the commercial profile of any approved label may be limited or we may be subject to other significant negative consequences following marketing approval.

Undesirable side effects that may be caused by our product candidates could cause us or regulatory authorities to interrupt, delay or halt clinical trials and could result in a more restrictive label or the delay or denial of regulatory approval by the FDA or comparable foreign regulatory authorities. As a preclinical-stage company, we have not yet initiated any clinical trials for our product candidates, and the results from future preclinical studies and clinical trials

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including any future product candidates, may identify safety concerns or other undesirable properties of our product candidates. For example, approved products for AD that block IL-13 signaling, including dupilumab, tralokinumab and lebrikizumab, have been associated with conjunctivitis or other forms of eye irritation.

The results of our clinical trials of our lead candidate TALA-125, and any other future product candidates, including product candidates from our TALA-307 and TALA-711 programs, may show that our product candidates cause undesirable or unacceptable side effects or even death. In such an event, our trials could be suspended or terminated, and the FDA or comparable foreign regulatory authorities could order us to cease further development of or deny approval of our product candidates for any or all targeted indications. The drug-related side effects could affect patient recruitment or the ability of enrolled patients to complete the trial or result in potential product liability claims. In addition, these side effects may not be appropriately recognized or managed by the treating medical staff. Furthermore, we may be required to expend time and incur costs to train medical personnel using our product candidates to understand the side effect profiles for our clinical trials and upon any commercialization of any of our product candidates. Any of these occurrences may harm our business, financial condition and results of operations significantly.

Moreover, if our product candidates are associated with undesirable side effects in preclinical studies or clinical trials or have characteristics that are unexpected, we may elect to abandon their development or limit their development to more narrow uses or subpopulations in which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective, which may limit the commercial expectations for the product candidate, if approved.

Additionally, adverse developments in clinical trials of pharmaceutical and biopharmaceutical products conducted by others may cause the FDA or other regulatory oversight bodies to suspend or terminate our clinical trials or to change the requirements for approval of any of our product candidates. For example, while there are multiple janus kinase (“JAK”) inhibitors approved to treat patients with AD, the JAK inhibitor class has wide safety warnings covering serious infections, mortality, major adverse cardiovascular events, thrombosis, and malignancies, and as a result commonly require periodic lab monitoring. While we believe these limitations create an opportunity to deliver a new therapy in a safe manner for patients who remain inadequately served by available therapies, we will first need to conduct multiple clinical trials to demonstrate that TALA-125 can be administered safely to patients.

Additionally, if any of our product candidates receive marketing approval and we or others later identify undesirable or unacceptable side effects caused by such products, a number of potentially significant negative consequences could result, including:

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regulatory authorities may withdraw approvals of such product and require us to take such approved product off the market;

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regulatory authorities may require the addition of labeling statements, specific warnings, a contraindication or field alerts to physicians and pharmacies;

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regulatory authorities may require a medication guide outlining the risks of such side effects for distribution to patients or that we implement a risk evaluation and mitigation strategy (“REMS”) plan to ensure that the benefits of the product outweigh its risks;

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we may be required to change the way the product is administered, conduct additional clinical trials or change the labeling of the product;

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we may be subject to limitations on how we may promote the product;

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we may suspend or abandon our development of the product;

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sales of the product may decrease significantly;

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we may be subject to litigation or product liability claims; and

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our reputation may suffer.

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Any of these events could prevent us or our potential future partners from achieving or maintaining market acceptance of the affected product or could substantially increase commercialization costs and expenses, which in turn could delay or prevent us from generating significant revenue from the sale of our product candidates, if approved.

Interim, top-line and preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available and are subject to audit and verification procedures that could result in material changes in the final data. Data from our clinical trials reported as of a measurement date may not be predictive of the effect, if any, of our product candidates at any later measurement date.

While we have not yet commenced any clinical trials for our product candidates, upon commencement of any such trials we may, from time to time, publish interim, top-line or preliminary data from our clinical trials. For example, we currently plan to report topline data following 16 weeks of treatment from our planned Phase 2b proof-of-concept clinical trial of TALA-125, which data is expected to be followed later by data following 28 weeks of treatment. Preliminary and interim data from our clinical trials may change as more patient data become available. Preliminary or interim data from our clinical trials are not necessarily predictive of final results. Preliminary and interim data are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues, more patient data become available (including durability of response) and we issue our final clinical trial report. Interim, top-line and preliminary data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, preliminary, top-line and interim data should be viewed with caution until the final data are available. Moreover, in connection with any data that is presented, caution should be exercised in drawing any conclusions from a comparison of data that does not come from head-to-head analysis. Material differences in the final data compared to the interim data could significantly harm our business prospects.

Additionally, data from a clinical trial as of any measurement date are only reflective of observations in such clinical trial at such date and should not be unduly used to predict any effect at a later measurement date. Material differences in the final data compared to the interim data could significantly harm our business prospects.

Further, others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could delay or prevent regulatory approval of, or limit commercial prospects for, the particular product candidate and harm our business prospects. In addition, the information we choose to publicly disclose regarding a particular preclinical study or clinical trial is based on what is typically extensive information, and you or others may not agree with what we determine to include in our public disclosure. If the preliminary and interim data that we report differ from actual results or if others, including regulatory authorities, disagree with the conclusions reached, our ability to obtain approval for, and commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition.

The cross-trial comparisons we present from trials of other products or product candidates suggesting that inhibiting two orthogonal pathways simultaneously may result in greater efficacy than either target alone are subject to significant limitations and may not be predictive of relative performance in any of our product candidates, or products, if approved.

We present cross-trial comparisons comparing the potential benefits of our product candidates. These comparisons are derived from different clinical trials conducted at different times, with differences in trial design, patient populations, disease settings, dosing regimens, endpoints, sample sizes, follow-up periods, and adverse event grading criteria. No head-to-head clinical trials have been conducted comparing any of our product candidates to any of the drug products or product candidates referenced in these comparisons, and cross-trial comparisons are inherently limited and may not accurately reflect the relative safety or efficacy of the agents being compared.

Physicians, patients, investors, and regulatory authorities may draw conclusions from these cross-trial comparisons that are not supported by the underlying data, or may discount the potential of our product candidates based on the inherent limitations of such comparisons. If the clinical profile does not compare as favorably to competing agents therapies in head-to-head or registrational trials as our cross-trial analyses suggest, the commercial prospects and perceived differentiation of our product candidates could be materially diminished.

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Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control, which could adversely affect our business, operating results and prospects.

Patient enrollment and retention in clinical trials is a significant factor in the timing of clinical trials and depends on many factors, including the size and nature of the patient population, the eligibility criteria for the clinical trial, the nature of the trial protocol, the existing body of safety and efficacy data with respect to the study drug, the number, nature and duration of competing treatments and ongoing clinical trials of competing drugs for the same indication and the proximity of patients to clinical trial sites. As we progress our programs, we may not be able to initiate or continue clinical trials for any product candidates we identify or develop if we are unable to locate and enroll a sufficient number of eligible patients to participate in these trials as required by the FDA, EMA or other comparable foreign authorities or as needed to provide appropriate statistical power for a given trial. Potential patients for any planned clinical trials may not be adequately diagnosed or identified with the diseases which we are targeting or may not meet the entry criteria for such trials. We also may encounter difficulties in identifying and enrolling patients with a stage of disease appropriate for our planned clinical trials and monitoring such patients adequately during and after treatment.

In addition, we compete for trial participants with other clinical trials for product candidates that are in the same areas as our product candidates, which could reduce the number and types of participants available to us and could affect the timing and cost of our clinical trials. For example, some participants who might have opted to enroll in our clinical trials may instead opt to enroll in a clinical trial being conducted by one of our competitors or to use currently marketed therapies. Delay in recruiting clinical trial participants could adversely affect our ability to bring a product to market prior to our competitors and increase trial costs. Further, research and discoveries by others may result in breakthroughs that render our product candidates obsolete even before they begin to generate any revenue.

The eligibility criteria of our clinical trials, once established, may further limit the pool of available trial participants. If the actual number of patients that meet such criteria is smaller than we anticipate, we may encounter difficulties in enrolling patients in our clinical trials, thereby delaying or preventing development and approval of our product candidates. Even once enrolled we may be unable to retain a sufficient number of patients to complete any of our trials.

Furthermore, our efforts to build relationships with patient communities may not succeed, which could result in delays in patient enrollment in our clinical trials. In addition, any negative results we may report in clinical trials of a product candidate may make it difficult or impossible to recruit and retain patients in other clinical trials of that same product candidate or other product candidates. Delays or failures in planned patient enrollment or retention may result in increased costs, program delays or both, which could have a harmful effect on our ability to develop our product candidates or could render further development impossible. Further, if patients drop out of our clinical trials, miss scheduled doses or follow-up visits or otherwise fail to follow clinical trial protocols, the integrity of data from our clinical trials may be compromised or not accepted by the FDA, EMA or other comparable foreign regulatory authorities, which would represent a significant setback for the applicable program. We may in the future experience participant withdrawals or discontinuations from our clinical trials. Withdrawal of participants from our clinical trials may compromise the quality of our data. In addition, we plan to rely on contract research organizations (“CROs”) and clinical trial sites to ensure proper and timely conduct of our future clinical trials and, while we intend to enter into agreements governing their services, we will be limited in our ability to compel their actual performance. Such delays or failures could adversely affect our business, operating results and prospects.

If we do not achieve our projected development goals in the time frames we announce and expect, the commercialization of our therapeutics may be delayed and, as a result, our stock price may decline.

From time to time, we estimate the timing of the anticipated accomplishment of various scientific, clinical, regulatory and other product development goals, which we sometimes refer to as milestones. These milestones may include our expectations regarding the commencement or completion of scientific studies and clinical trials and the submission of regulatory filings. From time to time, we may publicly announce the expected timing of some of these milestones, such as the completion of an ongoing clinical trial or the initiation of other clinical programs. All of these milestones are and will be based on numerous assumptions, including:

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our available capital resources or capital constraints we experience;

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the rate of progress, costs and results of our clinical trials and research and development activities, including the extent of scheduling conflicts with participating clinicians and collaborators;

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our ability to identify and enroll patients who meet clinical trial eligibility criteria;

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our receipt of approvals by the FDA, European Commission and other comparable foreign regulatory authorities and the timing thereof;

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other actions, decisions or rules issued by regulators;

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our ability to access sufficient, reliable and affordable supplies of materials used to manufacture our product candidates;

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the securing of, costs related to and timing issues associated with, product manufacturing as well as sales and marketing activities; and

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securing product reimbursement.

The actual timing of these milestones can vary dramatically compared to our estimates, in some cases for reasons beyond our control. If we do not meet these milestones as publicly announced, or at all, the commercialization of our product candidates may be delayed or never achieved and, as a result, our stock price may decline.

Obtaining and maintaining marketing approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining marketing approval of our product candidates in other jurisdictions.

Obtaining and maintaining marketing approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or maintain marketing approval in any other jurisdiction. Even if the FDA grants marketing approval of a product candidate, it does not mean that comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion and reimbursement of the product candidate in those countries. For example, baricitinib (Olumiant), a JAK inhibitor, is approved for the treatment of certain patients with AD in the European Union and other foreign jurisdictions, but has not been approved by the FDA in the United States. A failure or delay in obtaining marketing approval in one jurisdiction may negatively impact the marketing approval process in others. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from those in the United States, including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions.

In many jurisdictions outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction. In some cases, the price that we intend to charge for our products is also subject to approval.

Obtaining foreign marketing approvals and establishing and maintaining compliance with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we or any future collaborator fail to comply with the regulatory requirements in international markets or fail to receive applicable marketing approvals, our target market will be reduced and our ability to realize the full market potential of our product candidates will be harmed, which would adversely affect our business, prospects, financial condition and results of operations.

Our product candidates are subject to extensive regulatory and compliance obligations, compliance with which is costly and time-consuming and which may cause unanticipated delays or prevent the receipt of the required approvals to commercialize our product candidates.

The research, clinical development, testing, quality control, safety, effectiveness, manufacturing, labeling, packaging, storage, record-keeping, advertising, promotion, marketing, import, export, distribution, post-approval monitoring and post-approval reporting of our product candidates are subject to extensive regulation by the FDA in the United States and by comparable foreign regulatory authorities in foreign markets. In the United States, neither we nor any future collaborators are permitted to market our product candidates until we receive regulatory approval from the FDA. The process of obtaining regulatory approval is expensive, often takes many years following the commencement of clinical trials and can vary substantially based upon the type, complexity and novelty of the product candidates involved, as well as the target indications and patient population. Approval policies or regulations may change, new relevant statutes or regulations may be enacted, and the FDA, EMA and other comparable foreign regulatory authorities have

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substantial discretion in the drug approval process, including the ability to delay, limit or deny approval of a product candidate for many reasons. Despite the time and expense invested in clinical development of product candidates, regulatory approval is never guaranteed.

Prior to obtaining approval to commercialize a product candidate in the United States or abroad, we or our potential future collaborators must demonstrate with substantial evidence from adequate and well-controlled clinical trials, and to the satisfaction of the FDA, the European Commission and the EMA or other comparable foreign regulatory authorities, that such product candidates are safe and effective for their intended uses. Results from preclinical studies and clinical trials can be interpreted in different ways. Even if we believe the preclinical or clinical data for our product candidates are promising, such data may not be sufficient to support approval by the FDA, European Commission and other comparable foreign regulatory authorities, which could require us to delay or abandon clinical development plans.

In addition, regulatory authorities may require us to conduct further preclinical studies before evaluating our product candidate in a clinical trial. Once we initiate clinical trials, the FDA, EMA or other comparable foreign regulatory authorities may require additional clinical trials or suggest changes to our planned clinical trials, prior to and in support of the approval of a marketing application. Changes to data requirements by the FDA, EMA or other comparable foreign regulatory authorities during the development of our product candidates may cause the applicable regulatory authorities to require us to conduct additional preclinical studies or clinical trials for our product candidates either prior to or post-approval, or regulatory authorities may object to elements of our clinical development program.

The FDA, European Commission and the EMA or other comparable foreign regulatory authorities can delay, limit or deny approval of a product candidate for many reasons, including:

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such authorities may disagree with the design or implementation of our clinical trials;

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results from our clinical trials may not be sufficient for approval;

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serious and unexpected drug-related side effects may be experienced by participants in our clinical trials or by individuals using drugs similar to our product candidates;

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the population studied in the clinical trial may not be sufficiently broad or representative to assure safety in the full population for which we seek approval;

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such authorities may not accept clinical data from trials which are conducted at clinical facilities or in countries where the standard of care is potentially different from that of the United States;

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we may be unable to demonstrate that a product candidate is safe and effective, and that a product candidate’s clinical and other benefits outweigh its safety risks;

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such authorities may disagree with our interpretation or analysis of data from preclinical studies or clinical trials, such authorities may not agree that the data collected from clinical trials of our product candidates are acceptable or sufficient to support a submission to obtain regulatory approval in the United States or elsewhere, and such authorities may impose requirements for additional preclinical studies or clinical trials;

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such authorities may disagree regarding the formulation, labeling or the specifications of our product candidates;

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approval may be granted only for indications that are significantly more limited than what we apply for or with other significant restrictions on distribution and use;

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such authorities may find deficiencies in the manufacturing processes, approval policies or facilities of our third-party manufacturers with which we or any of our current or future collaborators contract for clinical and commercial supplies; or

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the approval policies or regulations of such authorities may significantly change in a manner rendering our or any of our potential future collaborators’ clinical data insufficient for approval.

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With respect to foreign markets, approval procedures vary among countries and, in addition to the foregoing risks, may involve additional product testing, administrative review periods and agreements with pricing authorities. In addition, events raising questions about the safety of certain marketed pharmaceuticals may result in increased cautiousness by the FDA, EMA and other comparable foreign regulatory authorities in reviewing new drugs based on safety, efficacy or other regulatory considerations and may result in significant delays in obtaining regulatory approvals. Any delay in obtaining, or inability to obtain, applicable regulatory approvals would prevent us or any of our potential future collaborators from commercializing our product candidates.

Of the large number of drugs in development, only a small percentage successfully complete the FDA, EMA or foreign regulatory approval processes and are commercialized. The lengthy approval process as well as the unpredictability of future clinical trial results may result in our failing to obtain regulatory approval to market our product candidates, which would significantly harm our business, financial condition, results of operations and prospects.

The FDA and any comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction.

Outside of the United States, we plan to conduct clinical trials in other jurisdictions and may choose to conduct additional international clinical trials in the future. For example, we expect to conduct our Phase 1 healthy volunteer clinical trial of TALA-125 in Australia. The acceptance of trial data by the FDA or any comparable foreign regulatory authority from clinical trials conducted outside of their respective jurisdictions may be subject to certain conditions or may not be accepted at all. In cases where data from foreign clinical trials are intended to serve as the basis for marketing approval in the United States, the FDA will generally not approve the application on the basis of foreign data alone unless (i) the data are applicable to the U.S. population and U.S. medical practice, (ii) the trials are performed by clinical investigators of recognized competence and pursuant to compliance with current GCP requirements and (iii) the FDA is able to validate the data through an on-site inspection or other appropriate means. Additionally, the FDA’s clinical trial requirements, including the adequacy of the patient population studied and statistical powering, must be met. In addition, such foreign trials are subject to the applicable local laws of the foreign jurisdictions where the trials are conducted. There can be no assurance that the FDA or any applicable foreign regulatory authority will accept data from trials conducted outside of its applicable jurisdiction. If the FDA or any applicable foreign regulatory authority does not accept such data, it would result in the need for additional trials, which would be costly and time-consuming and delay aspects of our business plan, and which may result in our product candidates not receiving approval for commercialization in the applicable jurisdiction.

Conducting trials outside the United States also exposes us to additional risks, including risks associated with:

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additional foreign regulatory requirements;

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foreign exchange fluctuations;

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compliance with foreign manufacturing, customs, shipment and storage requirements;

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cultural differences in medical practice and clinical research;

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diminished protection of intellectual property in some countries; and

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interruptions or delays in our trials resulting from geopolitical events, such as war or terrorism.

Risks Related to Commercialization, Marketing and Competition of Our Product Candidates

We currently have no marketing, sales or distribution capabilities, and we may need to invest significant resources to develop these capabilities. If we are unable to establish marketing, sales or distribution capabilities or enter into agreements with third parties to perform such activities, we may not be able to generate product revenue.

We currently have no marketing, sales or distribution capabilities, nor have we as a company commercialized a product, and we will need to invest significant resources to develop these capabilities. If we are unable to establish marketing, sales or distribution capabilities or enter into agreements with third parties to perform such activities, we may not be able to generate product revenue. If any of our product candidates ultimately receives marketing approval, we will be required to build a marketing and sales organization with technical expertise and supporting distribution capabilities to commercialize each such product in the markets that we target, which will be expensive and

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time-consuming, or to collaborate with third parties that have direct sales forces and established distribution systems, either to augment our own sales force and distribution systems or in lieu of our own sales force and distribution systems. We have no prior experience as a company in the marketing, sale and distribution of pharmaceutical products and there are significant risks involved in building and managing a sales organization, including our ability to hire, retain and incentivize qualified individuals, generate sufficient sales leads, provide adequate training to sales and marketing personnel and effectively manage a geographically dispersed sales and marketing team. Any failure or delay in the development of our internal sales, marketing and distribution capabilities would adversely impact the commercialization of these products. We may not be able to enter into collaborations or hire consultants or external service providers to assist us in sales, marketing and distribution functions on acceptable financial terms, or at all. In addition, our product revenues and our profitability, if any, may be lower if we rely on third parties for these functions than if we were to market, sell and distribute any products that we develop ourselves. We likely will have little control over such third parties, and any of them may fail to devote the necessary resources and attention to sell and market our products effectively. If the commercial launch of a product candidate for which we recruit a sales force and establish marketing capabilities is delayed or does not occur for any reason, we would have prematurely or unnecessarily incurred these commercialization expenses. If we are not successful in commercializing our products, either on our own or through arrangements with one or more third parties, we may not be able to generate any future product revenue and we would incur significant additional losses.

If the market opportunities for any of our product candidates, if approved, are smaller than we estimate, our revenue may be adversely affected, and our business may suffer.

The precise incidence and prevalence for all the conditions we aim to address with our product candidates are unknown. Our projections of both the number of people who have these disorders, as well as the subset of people with these disorders who have the potential to benefit from treatment with our product candidates, are based on our beliefs and estimates. These estimates have been derived from a variety of sources, including scientific literature, third party reports, and market research, and may prove to be incorrect. Further, new information may change the estimated incidence or prevalence of these disorders. The total addressable market across our product candidates will ultimately depend upon, among other things, the diagnosis criteria included in the final label for each of our product candidates approved for sale for these indications, the availability of alternative treatments and the safety, convenience, cost and efficacy of our product candidates relative to such alternative treatments, acceptance by the medical community and patient access, drug pricing and reimbursement. The number of patients in the United States and other major markets and elsewhere may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our product candidates or new patients may become increasingly difficult to identify or gain access to, all of which would adversely affect our results of operations and our business.

We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively.

The biotechnology and pharmaceutical industries are characterized by intense competition and rapid innovation. Our competitors may be able to develop other compounds or drugs that are able to achieve similar or better results. Our potential competitors include major multinational pharmaceutical companies, established biotechnology companies, specialty pharmaceutical companies and universities and other research institutions. If approved for the treatment of AD, TALA-125 would compete with dupilumab (Dupixent; Regeneron/Sanofi); lebrikizumab (Ebglyss; Eli Lilly); tralokinumab (Adbry; LEO Pharma); and nemolizumab (Nemluvio; Galderma). TALA-125 would also compete with the following oral JAK inhibitors, each approved for moderate-to-severe AD in patients who have had an inadequate response to other therapies: abrocitinib (Cibinqo; Pfizer), upadacitinib (Rinvoq; AbbVie), and baricitinib (Olumiant; Eli Lilly), the last of which is only approved in the European Union. In addition to currently approved therapeutics, we are aware of several companies with product candidates in clinical development for the treatment of patients with AD, including GHZ339 (Novartis), zumilokibart (APG777; Apogee Therapeutics), CMK389 (Novartis); EVO301 (Evommune); camoteskimab (Apollo Therapeutics), rezpegaldesleukin (Nektar), temtokibart (Leo Pharma), galvokimig (UCB), tilrekimig (Pfizer); ompekimig (Pfizer); BEL512 (Belenos Biosciences and Keymed Biosciences), and various oral therapies, including JAK inhibitor candidates, ITK inhibitors and STAT6 inhibitors. In addition, NOR-101 (North Immunology) is expected to commence Phase 1 development of a program in AD in 2027. For more information on our expected competitors, see section titled “Information About Talawar — Competition”.

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Many of our competitors have substantially greater financial, technical and other resources, such as larger research and development staff and experienced marketing and manufacturing organizations and well-established sales forces. Smaller or early-stage companies may also prove to be significant competitors, particularly as they develop novel approaches to treating disease indications that our product candidates are also focused on treating. Established pharmaceutical companies may also invest heavily to accelerate discovery and development of novel therapeutics or to in-license novel therapeutics that could make the product candidates that we develop obsolete. Mergers and acquisitions in the biotechnology and pharmaceutical industries may result in even more resources being concentrated in our competitors. Competition may increase further as a result of advances in the commercial applicability of technologies and greater availability of capital for investment in these industries. Our competitors, either alone or with collaborative partners, may succeed in developing, acquiring or licensing on an exclusive basis drug or biologic products that are more effective, safer, more easily commercialized or less costly than our product candidates or may develop proprietary technologies or secure patent protection that we may need for the development of our technologies and products. We believe the key competitive factors that will affect the development and commercial success of our product candidates are efficacy, safety, tolerability, reliability, convenience of use, price and reimbursement.

We anticipate that we will continue to face intense and increasing competition as new treatments enter the market and advanced technologies become available. There can be no assurance that our competitors are not currently developing, or will not in the future develop, products that are equally or more effective or are more economically attractive than any of our current or future product candidates. Competing products may gain faster or greater market acceptance than our products, if any, and medical advances or rapid technological development by competitors may result in our product candidates becoming non-competitive or obsolete before we are able to recover our research and development and commercialization expenses. If we or our product candidates do not compete effectively, we may suffer a material adverse effect on our business, financial condition and results of operations.

Even if a product candidate we develop receives marketing approval, it may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success. The revenues that we generate from our sales may be limited, and we may never become profitable.

As a preclinical company, we have never commercialized a product. Even if our product candidates are approved by the appropriate regulatory authorities for marketing and sale, they may not gain acceptance among physicians, patients, third-party payors and others in the medical community. If any product candidates for which we obtain regulatory approval do not gain an adequate level of market acceptance, we could be prevented from, or significantly delayed in, achieving profitability. Market acceptance of our product candidates by the medical community, patients and third-party payors will depend on a number of factors, some of which are beyond our control. For example, physicians are often reluctant to switch their patients to new treatments and patients may be reluctant to switch from existing therapies even when new and potentially more effective or safer treatments enter the market.

Efforts to educate the medical community and third-party payors on the benefits of our product candidates may require significant resources and may not be successful. If any of our product candidates are approved but do not achieve an adequate level of market acceptance, we could be prevented from or significantly delayed in achieving profitability. The degree of market acceptance of any product for which we receive marketing approval will depend on a number of factors, including:

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the clinical indications for which our product candidates are approved;

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physicians, hospitals and patients considering our product candidates as a safe and effective treatment;

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the potential and perceived advantages of our product candidates over alternative treatments;

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the prevalence and severity of any side effects;

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product labeling or product insert requirements of the FDA or comparable foreign regulatory authorities, including any limitations or warnings;

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the timing of market introduction of our product candidates in relation to other potentially competitive products;

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the cost of our product candidates in relation to alternative treatments;

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the amount of upfront costs or training required for physicians to administer our product candidates;

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the availability of coverage and adequate reimbursement from third-party payors and government authorities;

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the willingness of patients to pay out-of-pocket in the absence of comprehensive coverage and reimbursement by third-party payors and government authorities;

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the relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies;

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the reluctance of patients to switch from their existing treatments regardless of the safety and efficacy of newer products;

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any distribution and use restrictions imposed by the FDA as part of a mandatory REMS with respect to such product candidate or to which we agree under a voluntary risk management plan;

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the effectiveness of our sales and marketing efforts and distribution support; and

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the presence or perceived risk of potential product liability claims.

Even if we are able to commercialize any product candidate, the third-party payor coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for our product candidates could limit our ability to market those products and decrease our ability to generate revenue.

The availability and adequacy of coverage and reimbursement by governmental healthcare programs such as Medicare and Medicaid, private health insurers and other third-party payors in the United States are essential for most patients to be able to afford treatments such as our products or product candidates, if approved. Our ability to achieve acceptable levels of coverage and reimbursement for drug treatments by governmental authorities, private health insurers and other organizations will have an effect on our ability to successfully commercialize our products and potentially attract additional collaboration partners to invest in the development of our product candidates. We cannot be sure that adequate coverage and reimbursement in the United States or elsewhere will be available for our products or any products that we may develop, and any reimbursement that may become available may be decreased or eliminated in the future. For more information, see the section titled “Information About Talawar—Government Regulation—Coverage and Reimbursement.”

Third-party payors increasingly are challenging prices charged for pharmaceutical products, medical devices and services, and many third-party payors may refuse to provide coverage and reimbursement for particular drugs when an equivalent generic drug is available. It is possible that a third-party payor may consider our products or product candidates, if approved, and the generic or biosimilar parent drug as substitutable and only offer to reimburse patients for the generic drug. Even if we show improved efficacy or safety or improved convenience of administration with our products or product candidates, if approved, pricing of the existing parent drug may limit the amount we will be able to charge for such product. If reimbursement is not available or is available only at limited levels, we may not be able to successfully commercialize our products or product candidates and may not be able to obtain a satisfactory financial return on products that we may develop.

There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, third-party payors, including private and governmental payors, such as the Medicare and Medicaid programs, play an important role in determining the extent to which new drugs, biologics and medical devices will be covered. The Medicare and Medicaid programs increasingly are used as models for how private payors and other governmental payors develop their coverage and reimbursement policies for drugs, biologics and medical devices.

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One payor’s determination to provide coverage for a product does not assure that other payors will also provide coverage for the product. As a result, the coverage determination process is often time-consuming and costly. It is difficult to predict at this time what third-party payors will decide with respect to the coverage and reimbursement for our products or product candidates.

Outside the United States, international operations are generally subject to extensive governmental price controls and other market regulations, and we believe the increasing emphasis on cost-containment initiatives in Europe, Canada and other countries has and will continue to put pressure on the pricing and usage of our products and product candidates, if approved, and on related parent drugs. In many countries, the prices of medical products are subject to varying price control mechanisms as part of national health systems. Many countries, including the European Union (“EU”) Member States, established complex and lengthy procedures to obtain price approvals, coverage and reimbursement. These procedures vary from country to country but are commonly initiated after grant of the related marketing authorization. More particularly, in the EU, potential reductions in prices and changes in reimbursement levels could be the result of different factors, including reference pricing systems. It could also result from the application of external reference pricing mechanisms, which consist of arbitrage between low-priced and high-priced countries. Reductions in the pricing of our medicinal products in one EU Member State could affect the price in other EU Member States and, thus, have a negative impact on our financial results. Other countries allow companies to fix their own prices for medical products, but monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge for our products or product candidates. In addition, EU Member States increasingly require health technology assessments (HTAs) that compare the cost-effectiveness of a medicinal product to currently available therapies as a condition of reimbursement. Any failure to obtain adequate coverage and reimbursement in EU Member States for our product candidates could limit our commercial opportunity and materially harm our business, financial condition, and results of operations. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced compared with the United States and may be insufficient to generate commercially reasonable revenue and profits. As an example, many EU Member States review periodically their decisions concerning the pricing and reimbursement of medicinal products. The outcome of these reviews cannot be predicted and could have adverse effects on the pricing and reimbursement of our medicinal products in the EU Member States.

Moreover, increasing efforts by governmental and third-party payors in the United States and abroad to cap or reduce healthcare costs may cause such organizations to limit both coverage and the level of reimbursement for new products approved and, as a result, they may not cover or provide adequate payment for our products or product candidates. For example, the U.S. Department of Health and Human Services (“HHS”) imposes rebates on many Medicare Part B and Medicare Part D products to penalize price increases that outpace inflation on an annual basis. HHS has also been empowered to negotiate the price of certain single-source biologics that have been on the market for at least eleven (11) years covered under Medicare as part of the Medicare drug price Negotiation Program. Each year up to twenty (20) products will be selected by HHS for the Medicare Drug Price Negotiation Program. Products subject to the Medicare Drug Price Negotiation Program are expected to experience a significant reduction in reimbursement from the Medicare program on a per unit basis. We expect to experience pricing pressures in connection with the sale of our products and product candidates due to the trend toward managed healthcare, the increasing influence of health maintenance organizations and additional legislative changes or executive orders. The downward pressure on healthcare costs in general, particularly prescription drugs, medical devices and surgical procedures and other treatments, has become very intense. As a result, increasingly high barriers are being erected to the entry of new products.

Even if we receive regulatory approval for any product candidate, we will be subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense. Additionally, our product candidates, if approved, could be subject to labeling and other restrictions on marketing or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory requirements or if we experience unanticipated problems with our product candidates, when and if any of them are approved.

Even if we obtain any marketing approval for our current or any future product candidates, such approvals will be subject to ongoing regulatory requirements for manufacturing, labeling, packaging, storage, advertising, promotion, sampling, record-keeping and submission of safety and other post-market information. These requirements include submissions of safety and other post-marketing information and reports, registration, as well as ongoing compliance with cGMPs and GCPs, for any clinical trials that we may conduct post-approval. Any marketing approvals that we

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receive for our current or future product candidates may also be subject to a REMS or comparable foreign requirements, limitations on the approved indicated uses for which the drug may be marketed or to the conditions of approval or contain requirements for potentially costly post-marketing testing, including Phase 4 trials and surveillance to monitor the quality, safety and efficacy of the drug.

In addition, biopharmaceutical manufacturers and their facilities are subject to payment of user fees and continual review and periodic inspections by the FDA and other regulatory authorities for compliance with cGMP requirements and adherence to commitments made in the marketing application. If we or a regulatory authority discover previously unknown problems with a product, such as AEs of unanticipated severity or frequency, or problems with the facility where the product is manufactured or if a regulatory authority disagrees with the promotion, marketing or labeling of that product, a regulatory authority may impose restrictions relative to that product, the manufacturing facility or us, including requesting a recall or requiring withdrawal of the product from the market or suspension of manufacturing.

If we fail to comply with applicable regulatory requirements following approval of our current or future product candidates, a regulatory authority may, among other things:

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issue an untitled letter or warning letter asserting that we are in violation of the law;

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seek an injunction or impose administrative, civil or criminal penalties or monetary fines;

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suspend, vary or withdraw marketing approval;

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suspend any ongoing clinical trials;

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refuse to approve a pending marketing authorization application or supplement submitted by us or our strategic partners;

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restrict or suspend the marketing or manufacturing of the drug;

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seize or detain the drug or otherwise require the withdrawal of the drug from the market;

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refuse to permit the import or export of product candidates; or

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refuse to allow us to enter into supply contracts, including government contracts.

In addition, if any of our product candidates is approved, our product labeling, advertising and promotion will be subject to regulatory requirements and continuing regulatory review. The FDA strictly regulates the promotional claims that may be made about drug products. In particular, a product may not be promoted for uses that are not approved by the FDA as reflected in the product’s approved labeling. If we receive marketing approval for a product candidate, physicians may nevertheless prescribe it to their patients in a manner that is inconsistent with the approved label. If we are found to have promoted such off-label uses, we may become subject to significant liability. The FDA and other agencies actively enforce the laws and regulations prohibiting the promotion of off-label uses, and a company that is found to have improperly promoted off-label uses may be subject to significant sanctions. The federal government has levied large civil and criminal fines against companies for alleged improper promotion and has enjoined several companies from engaging in off-label promotion. The government has also required companies to enter into consent decrees and imposed permanent injunctions under which specified promotional conduct is changed or curtailed.

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The FDA’s policies, and those of equivalent foreign regulatory agencies, may change and additional government regulations may be enacted that could cause changes to or delays in the drug review process or suspend or restrict marketing approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative action, either in the United States or abroad. For example, in the EU, several recently adopted and pending legislation will impact regulatory procedures for medicinal products. To the extent we seek regulatory approval or reimbursement in the European Union, we may be affected by ongoing regulatory reform, including:

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On December 11, 2025, the European Commission, the European Parliament and the European Council reached a political agreement on a comprehensive overhaul of EU pharmaceutical legislation (the “Pharma Package”). This package - comprised of a new directive and regulation to replace existing legislation – aims to modernize the EU framework. The political agreement is still subject to formal approval by the European Parliament and Council. The reform encompasses a broad range of measures, including changes to regulatory exclusivity, incentives to combat antimicrobial resistance, intellectual property exemptions for generic medicines, orphan products, and marketing authorization procedures. The new framework is expected to enter into force in 2026/2027 and to be subject to transitional arrangements, with full application not anticipated before 2028.

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Regulation (EU) 2021/2282 on health technology assessment (HTA Regulation) entered into application on January 12, 2025, introducing a single EU-level submission file for joint clinical assessments. The HTA Regulation initially applies to new active substances for oncology products and advanced therapy medicinal products, and will expand to orphan medicinal products in January 2028 and to all centrally authorized medicinal products by 2030.

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Other legislative initiatives include the proposed SPC Regulation revision, the proposed Critical Medicines Act (for which a provisional political agreement was reached in May 2026), and the proposed Biotech Act.

If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may be subject to enforcement action and we may not achieve or sustain profitability, which would harm our business, financial condition, results of operations and prospects.

Our future growth may depend, in part, on our ability to commercialize products in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.

Our future growth may depend, in part, on our ability to develop and commercialize our product candidates in foreign markets. We are not permitted to market or promote any of our product candidates before we receive regulatory approval from applicable regulatory authorities in foreign markets, and we may never receive such regulatory approvals for any of our product candidates. To obtain separate regulatory approval in many other countries we must comply with numerous and varying regulatory requirements regarding safety and efficacy and governing, among other things, clinical trials, commercial sales, pricing and distribution of our product candidates. If we obtain regulatory approval of our product candidates and ultimately commercialize our products in foreign markets, we would be subject to additional risks and uncertainties, including:

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different regulatory requirements for approval of drugs in foreign countries;

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reduced protection for intellectual property rights;

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the existence of additional third-party patent rights of potential relevance to our business;

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unexpected changes in tariffs, trade barriers and regulatory requirements;

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economic weakness, including inflation, or political instability in particular foreign economies and markets;

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compliance with tax, employment, immigration and labor laws for employees living or traveling abroad;

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foreign currency fluctuations, which could result in increased operating expenses and reduced revenues, and other obligations incident to doing business in another country;

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foreign reimbursement, pricing and insurance regimes;

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workforce uncertainty in countries where labor unrest is common;

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production shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

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business interruptions resulting from geopolitical actions, including war and terrorism, public health crises, or natural disasters including earthquakes, typhoons, floods and fires.

Risks Related to Our Business and Operations, Employee Matters and Managing Growth

If our information technology systems or those of third parties with whom we work or our data, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions, litigation, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits and other adverse consequences.

In the ordinary course of our business, we and the third parties with whom we work process sensitive data, including personal data (such as health-related data). Cyber-attacks, malicious internet-based activity, online and offline fraud and other similar activities threaten the confidentiality, integrity and availability of our sensitive data and information technology systems and those of the third parties with whom we work. Such threats are prevalent and continue to rise, are increasingly difficult to detect and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states and nation-state-supported actors.

Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties with whom we work may be vulnerable to a heightened risk of these attacks, including retaliatory cyber-attacks, that could materially disrupt our systems and operations, supply chain and ability to produce, sell and distribute our goods and services.

We and the third parties with whom we work are subject to a variety of evolving threats, including social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing attacks, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, earthquakes, fires, floods, attacks enhanced or facilitated by AI and other similar threats.

In particular, severe ransomware attacks are becoming increasingly prevalent and can lead to significant interruptions in our operations, inability to provide our products or services, loss of sensitive data and income, reputational harm and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments.

It may be difficult and costly to prevent, detect, investigate, mitigate, contain and remediate a security incident. Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to prevent, detect, investigate, mitigate, contain and remediate a security incident could result in outages, data losses and disruptions of our business. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems or those of third parties with whom we work.

Remote work has increased risks to our information technology systems and data, as our personnel utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.

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Future or past business transactions (such as acquisitions or integrations) expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. Furthermore, we may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

We rely on third parties to operate critical business systems to process sensitive data in a variety of contexts, including, without limitation, cloud-based infrastructure, data center facilities, encryption and authentication technology, personnel email and other functions. Our ability to monitor these third parties’ information security practices is limited, and these third parties may not have adequate information security measures in place. If the third parties with whom we work experience a security incident or other interruption, we could experience adverse consequences. While we may be entitled to damages if the third parties with whom we work fail to satisfy their privacy or security-related obligations to us, any award may be insufficient to cover our damages, or we may be unable to recover such award.

In addition, supply-chain attacks have increased in frequency and severity, and we cannot guarantee that third parties’ infrastructure in our supply chain or that of the third parties with whom we work have not been compromised.

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to prevent, detect, mitigate and remediate vulnerabilities in our information systems (such as our hardware and software, including that of third parties with whom we work). While we are not aware of any incidents to date, in the future we may not prevent, detect and remediate all such vulnerabilities including on a timely basis. Vulnerabilities could be exploited and result in a security incident.

Vulnerabilities in our information systems may in the future cause a security incident or other interruption that may result in unauthorized, unlawful or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of or access to our sensitive data or our information technology systems or those of the third parties with whom we work. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our services.

We may expend significant resources or modify our business activities (including our clinical trial activities) to try to protect against security incidents. Certain data privacy and security obligations have required us to implement and maintain specific security measures or industry-standard or reasonable security measures to protect our information technology systems and sensitive data.

Applicable data privacy and security obligations require us, or we may voluntarily choose, to notify relevant stakeholders, including affected individuals, customers, regulators and investors, of security incidents or to take other actions, such as providing credit monitoring and identity theft protection services. Such disclosures and related actions can be costly, and the disclosure or the failure to comply with such applicable requirements could lead to adverse consequences.

If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits and inspections), additional reporting requirements and oversight, restrictions on processing sensitive data (including personal data), litigation (including class claims), indemnification obligations, negative publicity, reputational harm, monetary fund diversions, diversion of management attention, interruptions in our operations (including availability of data), financial loss and other similar harms. Security incidents and attendant material consequences may prevent or cause customers to stop using our services, deter new customers from using our services and negatively impact our ability to grow and operate our business.

Our contracts may not contain relevant limitations of liability, and even where they do, there can be no assurance that such limitations of liability in our contracts are sufficient to protect us from liabilities, damages or claims related to our data privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all or that such coverage will pay future claims.

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In addition to experiencing a security incident, third parties may gather, collect or infer sensitive data about us from public sources, data brokers or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Additionally, sensitive data of the Company could be leaked, disclosed or revealed as a result of or in connection with our employees’, personnel’s or vendors’ use of generative AI technologies.

We and the third parties with whom we work are subject to stringent and evolving U.S. and foreign laws, regulations and rules, contractual obligations, industry standards, policies and other obligations related to data privacy and security. Our (or the third parties with whom we work) actual or perceived failure to comply with such obligations could lead to regulatory investigations or actions, litigation (including class claims) and mass arbitration demands, fines and penalties, disruptions of our business operations, reputational harm, loss of revenue or profits and other adverse business consequences.

In the ordinary course of business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit and share (collectively, “process”) personal data and other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property, clinical trial data and sensitive third-party data (collectively, “sensitive data”).

Our data processing activities subject us to numerous data privacy and security obligations, such as various laws, regulations, guidance, industry standards, external and internal privacy and security policies, contractual requirements and other obligations relating to data privacy and security. In the United States, federal, state and local governments have enacted numerous data privacy and security laws, including data breach notification laws, personal data privacy laws, consumer protection laws (for example, Section 5 of the Federal Trade Commission Act) and other similar laws (for example, wiretapping laws). For example, the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), imposes specific requirements relating to the privacy, security and transmission of individually identifiable protected health information by covered entities, business associates and their covered subcontractors.

Numerous U.S. states have enacted comprehensive consumer and health information privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct or delete certain personal data and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business. Certain states also impose stricter requirements for processing certain personal data, including sensitive data, such as conducting data privacy impact assessments. These state laws often allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018 (“CCPA”) applies to personal data of consumers, business representatives and employees who are California residents and requires businesses subject to the CCPA to provide specific disclosures in privacy notices and respond to requests of such individuals to exercise certain privacy rights. The CCPA provides for fines and allows private litigants affected by certain data breaches to recover significant statutory damages. The CCPA and other U.S. state privacy laws exempt some data processed in the context of clinical trials, but these developments further complicate compliance efforts, and increase legal risk and compliance costs for us, the third parties with whom we work. Similar laws are being considered in several other states, as well as at the federal and local levels, and we expect more states to pass similar laws in the future.

Outside the United States, an increasing number of laws, regulations and industry standards govern data privacy and security. For example, the European Union’s General Data Protection Regulation (“EU GDPR”), the United Kingdom’s GDPR (“UK GDPR”) (collectively, “GDPR”), New Zealand’s Privacy Act and Australia’s Privacy Act impose strict requirements for processing personal data. For example, under the GDPR, in the event of non-compliance, companies may face temporary or definitive bans on data processing and other corrective actions; fines of up to 20 million Euros under the EU GDPR, 17.5 million pounds sterling under the UK GDPR or, in each case, 4% of annual global revenue, whichever is greater; or private litigation related to processing of personal data brought by classes of data subjects or consumer protection organizations authorized at law to represent their interests.

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Our personnel may use generative artificial intelligence (“AI”) or automated decision-making technologies to perform their work, and the disclosure and use of personal data in AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating AI and automated decision-making technologies. Our use of this technology could result in additional compliance costs, regulatory investigations and actions and lawsuits. If we are unable to use AI or automated decision-making technologies, it could make our business less efficient and result in competitive disadvantages.

Europe and other jurisdictions have enacted laws requiring data to be localized or limiting the transfer of personal data to other countries. In particular, the European Economic Area (“EEA”) and the United Kingdom (“UK”) have significantly restricted the transfer of personal data to the United States and other countries whose privacy laws it generally believes are inadequate. Other jurisdictions may adopt or have already adopted similarly stringent data localization and cross-border data transfer laws. Although there are currently various mechanisms that may be used to transfer personal data from the EEA and UK to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum and the EU-U.S. Data Privacy Framework and the UK extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework), these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. If there is no lawful manner for us to transfer personal data from the EEA, the UK or other jurisdictions to the United States or if the requirements for a legally compliant transfer are too onerous, we could face significant adverse consequences, including the interruption or degradation of our operations, the need to relocate part of or all of our business or data processing activities to other jurisdictions at significant expense, increased exposure to regulatory actions, substantial fines and penalties, the inability to transfer data and work with partners, vendors and other third parties and injunctions against our processing or transferring of personal data necessary to operate our business. Additionally, companies that transfer personal data out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants and activist groups.

Additionally, the U.S. Department of Justice issued a rule entitled the Preventing Access to U.S. Sensitive Personal Data and Government-Related Data by Countries of Concern or Covered Persons, which places additional restriction on certain data transactions involving countries of concern (for example, China, Russia and Iran) and covered persons (for example, individuals and entities who are designated as such by the U.S. Attorney General or considered “foreign persons” and are majority owned by, organized under the laws of, a primary resident in, an employee of, or a contractor of, a covered person or country of concern, as applicable) that may impact certain business activities such as vendor engagements, sale or sharing of data, employment of certain individuals and investor agreements. Violations of the rule could lead to significant civil and criminal fines and penalties. The rule applies regardless of whether data is anonymized, key-coded, pseudonymized, de-identified or encrypted, which presents particular challenges for companies like ours and may impact our ability to engage in certain transactions or agreements with certain third parties in the future.

We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. We also may in the future publish privacy policies, marketing materials and other statements concerning data privacy and security. Regulators are increasingly scrutinizing these statements, and if these policies, materials or statements are found to be deficient, lacking in transparency, deceptive, unfair, misleading or misrepresentative of our practices, we may be subject to investigation, enforcement actions by regulators or other adverse consequences.

Obligations related to data privacy and security (and individuals’ data privacy expectations) are quickly changing, becoming increasingly stringent and creating uncertainty. Additionally, these obligations may be subject to differing applications and interpretations, which may be inconsistent or conflict among jurisdictions. Preparing for and complying with these obligations requires us to devote significant resources, which may in the future necessitate changes to our services, information technologies, systems and practices and to those of any third parties that process personal data on our behalf.

We may at times fail (or be perceived to have failed) in our efforts to comply with our data privacy and security obligations. Moreover, despite our efforts, our personnel or third parties with whom we work may fail to comply with such obligations, which could negatively impact our business operations.

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If we or the third parties with whom we work fail, or are perceived to have failed, to address or comply with applicable data privacy and security obligations, we could face significant consequences, including but not limited to: government enforcement actions (for example, investigations, fines, penalties, audits, inspections and similar), litigation (including class-action claims) and mass arbitration demands, additional reporting requirements or oversight, bans or restrictions on processing personal data, orders to destroy or not use personal data and imprisonment of company officials.

In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis and, if viable, carry the potential for significant statutory damages, depending on the volume of data and the number of violations.

Any of these events could have a material adverse effect on our reputation, business or financial condition, including: loss of customers, interruptions or stoppages in our business operations (including, as relevant, clinical trials), inability to process personal data or to operate in certain jurisdictions, limited ability to develop or commercialize our products, expenditure of time and resources to defend any claim or inquiry, adverse publicity or substantial changes to our business model or operations.

We are highly dependent on the services of our senior management team and if we are not able to retain members of our management team and recruit and retain additional management, clinical and scientific personnel, our business will be harmed.

We are highly dependent on our senior management team. The employment agreements we have with these officers allow such persons to terminate their employment with us at any time. The loss of the services of any of these persons could impede the achievement of our research, development and commercialization objectives. In addition, we will need to attract, retain and motivate highly qualified additional management, clinical and scientific personnel. If we are not able to retain our management and to attract, on terms acceptable to us, additional qualified personnel necessary for the continued development of our business, we may not be able to sustain our operations or grow.

We may not be able to attract or retain qualified personnel in the future due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other businesses. Many of the other pharmaceutical companies that we compete against for qualified personnel and consultants have greater financial and other resources, different risk profiles and a longer operating history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates and consultants than what we have to offer. If we are unable to attract, retain and motivate high-quality personnel and consultants to accomplish our business objectives, the rate and success at which we can discover and develop product candidates and our business will be limited and we may experience constraints on our development objectives.

Our ability to use our U.S. net operating loss carryforwards and certain other U.S. tax attributes may be limited.

We expect to generate U.S. federal (and applicable state and local) net operating losses for the foreseeable future. The amount of net operating loss carryforwards that we are permitted to deduct is limited to 80% of taxable income in each such taxable year to which the net operating loss carryforwards are applied. In addition, our U.S. federal net operating losses and tax credits may be subject to limitations under Sections 382 and 383 of the Code, if we have undergone or undergo an “ownership change,” generally defined as a greater than 50 percentage point change (by value) in our equity ownership by certain stockholders over a rolling three-year period. We have not determined whether any such “ownership” change has occurred previously or may occur in connection with the Business Combination. We may experience ownership changes in the future as a result of shifts in our stock ownership, some of which are outside our control. As a result, our ability to utilize our net operating loss carryforwards could be limited by an “ownership change,” which could result in increased tax liability to us.

We or the third parties upon whom we depend may be adversely affected by earthquakes, fires or other natural disasters and our business continuity and disaster recovery plans may not adequately protect us from a serious disaster.

If earthquakes, fires, other natural disasters, terrorism and similar events beyond our control prevent us or a third-party on whom we depend from using all or a significant portion of our or their facilities, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. We may incur substantial expenses

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as a result of the absence or limited nature of our internal or third-party service provider disaster recovery and business continuity plans, which could have a material adverse effect on our business. In addition, the long-term effects of climate change on general economic conditions and the pharmaceutical manufacturing and distribution industry in particular are unclear, and changes in the supply, demand or available sources of energy and the regulatory and other costs associated with energy production and delivery may affect the availability or cost of goods and services, including raw materials and other natural resources, necessary to run our business. If such an event were to affect our supply chain, it could have a material adverse effect on our ability to conduct our clinical trials, our development plans and business.

Product liability lawsuits against us could cause us to incur substantial liabilities and could limit commercialization of any product candidate that we may develop.

We face an inherent risk of product liability exposure related to the testing of our current and any future product candidates in clinical trials and may face an even greater risk if we commercialize any product candidate that we may develop. If we cannot successfully defend ourselves against claims that any such product candidates caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:

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decreased demand for any product candidate that we may develop;

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product recalls, withdrawals or labeling, marketing or promotional restrictions;

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loss of revenue;

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substantial monetary awards to trial participants or patients;

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significant time and costs to defend the related litigation;

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a diversion of management’s time and our resources;

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withdrawal of clinical trial participants;

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initiation of investigations by regulators;

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the inability to commercialize any product candidate that we may develop;

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injury to our reputation and significant negative media attention; and

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a decline in our stock price.

We currently hold product liability insurance coverage in amounts that we believe are appropriate to operate our business. We expect that we will need to increase our insurance coverage as we commence clinical trials of our product candidates and if we successfully commercialize any product candidate. Insurance coverage can be increasingly expensive. We may not be able to obtain or maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise. Although we will maintain such insurance, any claim that may be brought against us could result in a court judgment or settlement in an amount that is not covered, in whole or in part, by our insurance or that is in excess of the limits of our insurance coverage. Our insurance policies will also have various exclusions, and we may be subject to a product liability claim for which we have no coverage. We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay such amounts.

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We will need to expand our organization, and we may experience difficulties in managing this growth, which could disrupt our operations.

As of July 30, 2026, we had seven full-time employees. As we advance our research and development programs, we may need to further increase the number of our employees and the scope of our operations, particularly in the areas of clinical development, discovery biology, chemistry, manufacturing, general and administrative matters related to being a public company, regulatory affairs and, if any of our product candidates receives marketing approval, sales, marketing and distribution. To manage any future growth, we must:

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identify, recruit, integrate, maintain and motivate additional qualified personnel;

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manage our development efforts effectively, including the initiation and conduct of clinical trials for our product candidates; and

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improve our operational, financial and management controls, reporting systems and procedures.

Our future financial performance and our ability to develop, manufacture and commercialize our product candidates, if approved, will depend, in part, on our ability to effectively manage any future growth, and our management may also have to divert financial, other resources and a disproportionate amount of its attention away from day-to-day activities to managing these growth activities.

If we are not able to effectively expand our organization by hiring new employees and expanding our groups of consultants and contractors, we may not be able to successfully implement the tasks necessary to further develop and commercialize our product candidates and, accordingly, may not achieve our research, development and commercialization goals.

Our employees, principal investigators, consultants and commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

We are exposed to the risk of fraud or other misconduct or improper activities by our employees, principal investigators, consultants and commercial partners. Misconduct by these parties could include insider trading, intentional failures to comply with FDA regulations or the regulations applicable in other jurisdictions, provide accurate information to the FDA and other regulatory authorities, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Such misconduct also could involve the improper use of information obtained in the course of clinical trials or interactions with the FDA or other regulatory authorities, which could result in regulatory sanctions and cause serious harm to our reputation. It is not always possible to identify and deter employee misconduct and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from government investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us and we are not successful in defending ourselves or asserting our rights, those actions could result in significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participating in government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws, contractual damages, reputational harm and the curtailment or restructuring of our operations, any of which could have a negative impact on our business, financial condition, results of operations and prospects.

If we or any CDMOs and suppliers we engage fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We and any CDMOs and suppliers we engage are subject to numerous federal, state and local environmental, health and safety laws, regulations and permitting requirements, including those governing laboratory procedures; the generation, handling, use, storage, treatment and disposal of hazardous and regulated materials and wastes; the

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emission and discharge of hazardous materials into the ground, air and water; and employee health and safety. We cannot eliminate the risk of contamination or injury from these materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our resources. Under certain environmental laws, we could be held responsible for costs relating to any contamination at third-party facilities. We could also incur significant costs associated with civil or criminal fines and penalties.

Compliance with applicable environmental laws and regulations may be expensive, and current or future environmental laws and regulations may impair our research and product development efforts. In addition, we cannot entirely eliminate the risk of accidental injury or contamination from these materials or wastes. Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not carry specific biological or hazardous waste insurance coverage, and our property, casualty and general liability insurance policies generally exclude coverage for damages and fines arising from biological or hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, we could be held liable for damages or be penalized with fines in an amount exceeding our resources, and our clinical trials or regulatory approvals could be suspended, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Failure to comply with these laws, regulations and permitting requirements also may result in substantial fines, penalties or other sanctions or business disruption, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Any third-party CDMOs and suppliers we engage will also be subject to these and other environmental, health and safety laws and regulations. Liabilities they incur pursuant to these laws and regulations could result in significant costs or an interruption in operations, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

International trade policies, including tariffs, sanctions and trade barriers may adversely affect our business, financial condition, results of operations and prospects.

We operate in a global economy, which includes utilizing third-party suppliers in several countries outside the United States. There is inherent risk, based on the complex relationships among the U.S. and the countries in which we conduct our business, that political, diplomatic and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. The current international trade and regulatory environment is subject to significant ongoing uncertainty. The U.S. government has recently announced substantial new tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue developing new trade policies, including with respect to the pharmaceutical industry. In response, certain foreign governments have announced or implemented retaliatory tariffs and other protectionist measures. These developments have created a dynamic and unpredictable trade landscape, which may adversely impact our business, results of operations, financial condition and prospects.

We do not own or operate, and currently have no plans to establish, any manufacturing facilities. We currently rely, and expect to continue to rely, on third parties for the manufacture of our product candidates for clinical testing, as well as for manufacture of any products that we may commercialize, if approved. Currently, several of our suppliers are located outside of the United States, including in China. We also rely on specialized laboratory equipment, supplies and materials, all or part of which we believe may be ultimately sourced from multiple countries outside the United States, to advance our research and development efforts.

Current or future tariffs could result in increased research and development expenses, including with respect to increased costs associated with active pharmaceutical ingredients, raw materials, laboratory equipment and research materials and components. In addition, such tariffs could increase our supply chain complexity and could also potentially disrupt our existing supply chain. Trade restrictions affecting the import of materials necessary for clinical trials could result in delays to our development timelines. Increased development costs and extended development timelines could place us at a competitive disadvantage compared to companies operating entirely domestically or in regions with more favorable trade relationships and could reduce investor confidence, negatively impacting our ability to secure additional financing on favorable terms or at all. In addition, as we advance toward commercialization in the future, tariffs and trade restrictions could hinder our ability to establish cost-effective production capabilities, negatively impacting our growth prospects.

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The complexity of announced or future tariffs may also increase the risk that we or our customers or suppliers may be subject to civil or criminal enforcement actions in the United States or foreign jurisdictions related to compliance with trade regulations. Foreign governments may also adopt non-tariff measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. Foreign governments may also take other retaliatory actions against U.S. entities, such as decreased intellectual property protection, increased enforcement actions or delays in regulatory approvals, which may result in heightened international legal and operational risks. In addition, the United States and other governments have imposed and may continue to impose additional sanctions, such as trade restrictions or trade barriers, which could restrict us from doing business directly or indirectly in or with certain countries or parties and may impose additional costs and complexity to our business.

Trade disputes, tariffs, restrictions and other political tensions between the United States and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability and economic recessions or downturns. The ultimate impact of current or future tariffs and trade restrictions remains uncertain and could materially and adversely affect our business, financial condition, results of operations and prospects. While we actively monitor these risks, any prolonged economic downturn, escalation in trade tensions or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, ability to access the capital markets or other financing sources, results of operations, financial condition and prospects. In addition, tariffs and other trade developments have and may continue to heighten the risks related to the other risk factors described elsewhere in this prospectus.

Risks Related to Government Regulatory and Legal Requirements

Our relationships with customers, physicians, other healthcare providers, and third-party payors may be subject, directly or indirectly, to federal, state and foreign healthcare fraud and abuse laws, false claims laws, other healthcare laws and regulations and health data privacy and security laws and regulations, contractual obligations and self-regulatory schemes. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

Healthcare providers and third-party payors in the United States and elsewhere will play a primary role in the recommendation and prescription of any product candidates for which we obtain marketing approval. Our current and future arrangements with healthcare professionals, principal investigators, consultants, customers and third-party payors may subject us to various federal and state fraud and abuse laws and other healthcare laws, including, without limitation:

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the federal Anti-Kickback Statute, which prohibits, among other things, individuals and entities from knowingly and willfully soliciting, receiving, offering, or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the referral of an individual, or the purchase, order or recommendation of, any good or service for which payment may be made under a federal and state healthcare program such as Medicare and Medicaid. The term remuneration has been broadly interpreted to include anything of value. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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the federal criminal and civil false claims and civil monetary penalties laws, including the federal False Claims Act, which can be enforced through civil whistleblower or qui tam actions against individuals or entities, and the Federal Civil Monetary Penalties Law, which prohibit, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent, knowingly making, using or causing to be made or used, a false record or statement material to a false or fraudulent claim, or from knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government. In addition, certain marketing practices, including off-label promotion, may also violate false claims laws. Moreover, the government may assert that a claim including items and services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act;

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HIPAA and its implementing regulations, which imposes criminal and civil liability, prohibits, among other things, knowingly and willfully executing, or attempting to execute a scheme to defraud any healthcare benefit program, or knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false statement in connection with the delivery of or payment for healthcare

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benefits, items or services; similar to the federal Anti- Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

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HIPAA, as amended by HITECH, and their respective implementing regulations, which impose obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates and covered subcontractors that perform certain services involving the storage, use or disclosure of individually identifiable health information for or on behalf of a covered entity and their business associates, including mandatory contractual terms, with respect to safeguarding the privacy, security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of certain breaches of security of individually identifiable health information;

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the federal Physician Payments Sunshine Act, which requires certain manufacturers of covered drugs, devices, biologics and medical supplies that are reimbursable under Medicare, Medicaid, or the Children’s Health Insurance Program, with certain exceptions, to report annually to the Centers for Medicare & Medicaid Services (CMS) information related to certain payments and other transfers of value to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), certain other health care professionals (such as physician assistants and certain advance practices nurses), and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members, with the information made publicly available on a searchable website;

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analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, that may apply to sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;

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state laws that require the registration of manufacturers and wholesale distributors of drug and biological products who ship into a state, including in certain states that require registration even if such manufacturers or distributors have no place of business within the state. Some states also impose requirements on manufacturers and distributors to establish the pedigree of product in the chain of distribution, including some states that require manufacturers and others to adopt new technology capable of tracking and tracing product as it moves through the distribution chain;

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foreign as well as U.S. federal and state laws and regulations governing the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts.

Outside the United States, interactions between pharmaceutical companies and health care professionals are also governed by strict laws, such as national anti-bribery laws of European countries (including, in the United Kingdom, the UK Bribery Act 2010), national sunshine rules, regulations, industry self-regulation codes of conduct and physicians’ codes of professional conduct. These laws will impact, among other things, our clinical research, as well as our proposed sales and marketing programs. In addition, we may be subject to health information privacy and security laws by the federal government, including HIPAA, as amended by HITECH, the states and other jurisdictions in which we may conduct our business, which may have broader and more stringent requirements governing data privacy and security. For more information, see the section titled “Information About Talawar—Government Regulation—Other Healthcare Laws.”

Because of the breadth of these laws and the limited statutory exceptions and regulatory safe harbors available, it is possible that some of our business activities could be subject to challenge under one or more of such laws.

Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve substantial costs. Any action against us for violation of these laws, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. The shifting compliance environment and the need to build and maintain robust and expandable systems to comply with multiple jurisdictions with different compliance and/or reporting requirements increases the possibility that a healthcare company may run afoul of one or more of the requirements.

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If our operations are found to be in violation of any of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government funded healthcare programs, such as Medicare and Medicaid, additional reporting requirements and oversight if we become subject to a corporate integrity agreement or similar agreement to resolve allegations of non-compliance with these laws and the curtailment or restructuring of our operations.

Healthcare legislative reform measures may have a negative impact on our business and results of operations.

In the United States and foreign jurisdictions, there have been, and continue to be, several legislative and regulatory changes and proposed changes regarding the healthcare system that could prevent or delay marketing approval of product candidates, restrict or regulate post-approval activities, and affect our ability to profitably sell any product candidates for which we obtain marketing approval. For more information, see the section titled “Information About Talawar—Government Regulation—Current and Future Healthcare Reform Legislation.”

Among policy makers and payors in the United States and elsewhere, there is significant interest in promoting changes in healthcare systems with the stated goals of containing healthcare costs, improving quality and expanding access. In the United States, the pharmaceutical industry has been a particular focus of these efforts and has been significantly affected by major legislative initiatives, including the 2010 Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (collectively, the “ACA”), which substantially changed the way healthcare is financed by both the government and private insurers and significantly impacts the U.S. pharmaceutical industry. Since its enactment, there have been amendments and judicial, Congressional and executive branch challenges to certain aspects of the ACA. For example, on July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”), was signed into law, which narrowed access to ACA marketplace exchange enrollment and declined to extend the ACA enhanced advanced premium tax credits that expired at the end of 2025, which, among other provisions in the law, are anticipated to reduce the number of Americans with health insurance. The OBBBA also is expected to reduce Medicaid spending and enrollment by implementing work requirements for some beneficiaries, capping state-directed payments, reducing federal funding, and limiting provider taxes used to fund the program. Congress is considering proposed legislation intended to further reduce healthcare costs with alternatives to replace the expired ACA subsidies.

The continuing efforts of the government, insurance companies, managed care organizations and other payors of healthcare services to contain or reduce costs of healthcare may adversely affect:

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the demand for any of our product candidates, if approved;

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the ability to set a price that we believe is fair for any of our product candidates, if approved;

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our ability to generate revenues and achieve or maintain profitability;

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the level of taxes that we are required to pay; and

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the availability of capital.

Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for pharmaceutical and biologic products. In addition, there has been increasing legislative and enforcement interest in the United States with respect to specialty drug pricing practices. Specifically, there have been several recent U.S. Congressional inquiries and proposed and enacted federal and state legislation designed to, among other things, bring more transparency to drug pricing, reduce the cost of prescription drugs under Medicare, review the relationship between pricing and manufacturer patient programs and reform government program reimbursement methodologies for drugs.

The current administration is pursuing policies to reduce regulations and expenditures across government agencies including at HHS, the FDA, the Centers for Medicare and Medicaid Services (“CMS”) and related agencies. These actions, presently directed by executive orders or memoranda from the Office of Management and Budget, may propose policy changes that create additional uncertainty for our business. For example, the current administration has announced agreements with several pharmaceutical companies that require the drug manufacturers to offer, through a direct to consumer platform (“TrumpRx”) U.S. patients and Medicaid programs prescription drug Most-Favored

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Nation pricing equal to or lower than those paid in other developed nations, with additional mandates for direct-to-patient discounts and repatriation of foreign revenues. Other recent actions, for example, include (1) directing agencies to reduce agency workforce and cut programs; (2) directing HHS and other agencies to lower prescription drug costs through a variety of initiatives; (3) imposing tariffs on certain imported pharmaceutical products; and (4) as part of the Make America Healthy Again (“MAHA”) Commission’s Strategy Report released in September 2025, working across government agencies to increase enforcement on direct-to-consumer pharmaceutical advertising. Additionally, the current administration recently called on Congress to enact “The Great Healthcare Plan,” to codify and expand Most-Favored Nation pricing, lower government subsidies to private insurance companies, increase healthcare price transparency, expand pharmaceutical drugs available for over-the-counter purchase, and enact restrictions on pharmacy benefit manager (“PBM”) payment methodologies, among other things. These actions and policies may significantly reduce U.S. drug prices, potentially impacting manufacturers’ global pricing strategies and profitability, while increasing their operational costs and compliance risks. In June 2024, the U.S. Supreme Court’s Loper Bright decision greatly reduced judicial deference to regulatory agencies, which could increase successful legal challenges to federal regulations affecting our operations. Congress may introduce and ultimately pass health care related legislation that could impact the drug approval process and make changes to the Medicare Drug Price Negotiation Program.

In addition, individual states in the United States have also increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access, marketing cost disclosure, drug price reporting, and transparency measures. Some states have enacted legislation creating so-called prescription drug affordability boards, which ultimately may attempt to impose price limits on certain drugs in these states, while some states are also seeking to implement general, across the board price caps for pharmaceuticals, or are seeking to regulate drug distribution. Some measures are designed to encourage importation from other countries and bulk purchasing. Legally mandated price controls on payment amounts by third-party payors or other restrictions could seriously harm our business. In addition, regional healthcare authorities and individual hospitals are increasingly using bidding procedures to determine what pharmaceutical products and which suppliers will be included in their prescription drug and other healthcare programs. This could reduce the ultimate demand for our product candidates or put pressure on our product pricing. Furthermore, there has been increased interest by third-party payors and governmental authorities in reference pricing systems and publication of discounts and list prices. Prescription drugs and biological products that are in violation of these requirements will be included on a public list. These reforms could reduce the ultimate demand for our product candidates or put pressure on our product pricing and could seriously harm our business.

We cannot predict what healthcare reform initiatives may be adopted in the future. We expect that these and other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage criteria and additional downward pressure on the price that we receive for any approved drug. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our drugs.

We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar anti-corruption and anti-bribery laws, as well as trade sanctions, embargoes and anti-money laundering laws and regulations. Compliance with these legal standards could hinder our ability to compete in certain markets. We can face criminal liability and other serious consequences for violations, which can harm our business.

Our operations are subject to U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions and other trade laws and regulations. The FCPA and these other laws generally prohibit us, our officers and our employees and intermediaries from, directly or indirectly, offering, authorizing or making improper payments to non-U.S. government officials for the purpose of obtaining or retaining business or other advantage. We plan to engage third parties for clinical trials outside of the United States. We may also sell our products abroad if we enter a commercialization phase and/or to obtain necessary permits, licenses, patent registrations and other regulatory approvals for any product sales outside the United States. We expect to have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities and other organizations. As our business expands, the applicability of the FCPA and other anti-bribery laws to our operations will increase. If our procedures and controls to monitor anti-bribery compliance fail to protect us from reckless or criminal acts committed by our employees or agents or if we, or our employees, agents, contractors or other collaborators, fail to comply with applicable anti-bribery laws, our reputation could be harmed and we could incur criminal or civil penalties, other sanctions and significant expenses, which could have a material adverse effect on our business, including our financial condition, results of operations, cash flows and prospects.

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In addition, our products, if approved, may be subject to U.S. and foreign export controls, trade sanctions, embargoes and import laws and regulations. Governmental regulation of the import or export of our products or our failure to obtain any required import or export authorization for our products, when applicable, could harm our international or domestic sales and adversely affect our revenue. Compliance with applicable regulatory requirements regarding the export of our products may create delays in the introduction of our products in international markets or, in some cases, prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. If we fail to comply with export and import regulations and such economic sanctions, penalties could be imposed, including fines and denial of certain export privileges. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations or in the countries, persons or products targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export our products to, existing or potential customers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business.

There is substantial uncertainty regarding the Administration’s initiatives and how these might impact the FDA, its implementation of laws, regulations, policies and guidance and its personnel. Similar initiatives may also be directed toward other government agencies. These initiatives could prevent, limit or delay development and regulatory approval and impact commercialization, of our product candidates, which would impact our business.

FDA-regulated industries, such as ours, face substantial uncertainty regarding the regulatory environment we will face as we proceed with research and development, and possibly in future commercialization, efforts following the inauguration of President Trump in January 2025 (the “Administration”). Some of these efforts have manifested to date in the form of personnel measures that could impact the FDA’s ability to hire and retain key personnel, which could result in delays in or limitations on our ability to obtain guidance from the FDA on our product candidates in development and obtain the requisite regulatory approvals in the future. Moreover, the Administration has proposed action to freeze or reduce the budget of the National Institutes of Health (“NIH”) related to its funding for medical research, which could decrease the ability of facilities that rely on NIH funding to enroll and conduct clinical trials or increase the costs to us of conducting clinical trials. There remains general uncertainty regarding future activities. The Administration could issue or promulgate executive orders, regulations, policies or guidance that adversely affect us or create a more challenging or costly environment to pursue the development and sale of new therapeutic products. For example, on January 20, 2025, the Administration announced an executive order establishing the Department of Government Efficiency to maximize government efficiency and productivity. Pressures on and uncertainty surrounding the U.S. federal government’s budget and potential changes in budgetary priorities could adversely affect the funding for existing programs and grants and increase the costs to us of conducting clinical trials. Alternatively, state governments may attempt to address or react to changes at the federal level with changes to their own regulatory frameworks in a manner that is adverse to our operations. If we or our collaborators become negatively impacted by future governmental orders, regulations, policies or guidance as a result of the Administration, there could be a material adverse effect on us and our business.

Legislation or other changes in U.S. tax law may have a material adverse effect on our business, cash flow, financial condition or results of operations.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders of our common stock. In recent years, many changes have been made to applicable tax laws and changes are likely to continue to occur in the future. For instance, previous tax reform legislation includes provisions that impact the U.S. federal income taxation of certain corporations, including imposing a 1% excise tax on domestic U.S. public corporations (and certain U.S. subsidiaries of publicly traded non-U.S. corporations) that repurchase their stock in certain transactions. It cannot be predicted whether, when, in what form or with what effective dates, new tax laws may be enacted, or regulations and rulings may be enacted, promulgated or issued under existing or new tax laws, which could result in an increase in our or our stockholders’ tax liability or require changes in the manner in which we operate in order to minimize or mitigate any adverse effects of changes in tax law or in the interpretation thereof. Investors should consult with their legal and tax advisers regarding the implications of potential changes in tax laws on an investment in our common stock.

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Risks Related to Third Party Relationships

We rely, and expect to continue to rely, on third parties, including Khanda. We may choose to enter into additional collaboration and licensing arrangements with Khanda and other third parties. If we are unable to maintain these collaborations or licensing arrangements, or if these collaborations or licensing arrangements are not successful, our business could be negatively impacted.

We rely on the Khanda Agreements for a substantial portion of our discovery capabilities and for the rights necessary to develop and commercialize our product candidates. In the future, we could also rely on additional licensing arrangements with third parties. For example, the intellectual property covering our lead product candidate TALA-125 is exclusively licensed from Khanda pursuant to the TALA-125 License Agreement. In addition, pursuant to the DC License Agreement, Khanda will conduct a development program to generate bispecific antibodies directed to IL-13 and an additional undisclosed target and under the Antibody Discovery and Option Agreement, Khanda will conduct one or more research programs to generate multispecific antibodies directed to mutually agreed targets. Further, we are party to a transitional services agreement with Khanda, which is primarily intended to provide us with general and administrative support on a fee for services basis for a limited period of time while we build our own internal capabilities. A limited number of specialized scientific and drug development services will also be provided by Khanda under this agreement, including in the area of CMC. Khanda could terminate these agreements under certain circumstances, including our failure to make any payments owed to Khanda under the Khanda Agreements or any uncured material breach of the Khanda Agreements by us, in which event we may lose access to Khanda’s discovery capabilities and applicable intellectual property rights and may not be able to develop or commercialize the product candidates covered by such agreements, including TALA-125.

If we fail to enter into or maintain collaborations on reasonable terms or at all, our ability to develop our existing or future research programs and product candidates could be delayed, the commercial potential of our product candidates could change and our costs of development and commercialization could increase. Drs. Sidhu, Becker and Borowski are all directors of both Talawar and Khanda, and, accordingly, three members of the Talawar Board (and the expected Post-Closing Company Board) also constitute the entire board of directors of Khanda. In addition, Access is a founding investor of Talawar, an investor in Khanda (in which it controls a majority of Khanda’s outstanding equity interests and has appointed a majority of the members of the board of directors of Khanda, and as a result, has effective control over the appointment of any executive officers of Khanda). As a result, conflicts of interest, or the appearance of conflicts of interest, may arise between us and Khanda or us and Access. If any such conflict of interest, or the appearance of conflicts of interest, results in an adverse impact on our relationship with Khanda or Access, we may not realize all of the benefits that we anticipated to achieve under the Khanda Agreements, which may adversely affect our competitive position, business, financial condition, results of operations and prospects. See “- Additional Risks Related to Ownership of the Post-Closing Company’s Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company - Conflicts of interest may arise between us and Khanda or us and Access” for additional information.

Furthermore, we may find that our programs require the use of intellectual property rights held by third parties, and the growth of our business may depend in part on our ability to acquire or in-license these intellectual property rights.

Our existing collaborations and any future collaborations we may enter into may pose a number of risks, including, but not limited to, the following:

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collaborators have significant discretion in determining the efforts and resources that they will apply;

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collaborators may not perform their obligations as expected;

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collaborators may not pursue development and commercialization of any product candidates that achieve regulatory approval or may elect not to continue or renew development or commercialization programs or license arrangements based on clinical trial results, changes in the collaborators’ strategic focus or available funding or external factors, such as a strategic transaction that may divert resources or create competing priorities;

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collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

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collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our products, if approved, and product candidates if the collaborators believe that the competitive products are more likely to be successfully developed or can be commercialized under terms that are more economically attractive than ours;

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product candidates discovered in collaboration with us may be viewed by our collaborators as competitive with their own product candidates or products, which may cause collaborators to cease to devote resources to the commercialization of our product candidates;

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collaborators may fail to comply with applicable regulatory requirements regarding the development, manufacture, distribution or marketing of a product candidate or product;

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collaborators with marketing and distribution rights to one or more of our product candidates that achieve regulatory approval may not commit sufficient resources to the marketing and distribution of such product or products;

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disagreements with collaborators, including disagreements over proprietary rights, contract interpretation or the preferred course of development, might cause delays or terminations of the research, development or commercialization of product candidates, might lead to additional responsibilities for us with respect to product candidates or might result in litigation or arbitration, any of which would be time-consuming and expensive;

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collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to potential litigation;

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collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;

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if a collaborator of ours is involved in a business combination, the collaborator might de-emphasize or terminate the development or commercialization of any product candidate licensed to it by us; and

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collaborations may be terminated by the collaborator, and, if terminated, we could be required to raise additional capital to pursue further development or commercialization of the applicable product candidates.

If our future collaborations do not result in the successful discovery, development and commercialization of product candidates or if one of our collaborators terminates its agreement with us, we may not receive any future research funding or milestone or royalty payments under such collaboration. Additionally, if one of our collaborators terminates its agreement with us, we may find it more difficult to attract new collaborators and our perception in the business and financial communities could be adversely affected.

We face significant competition in seeking appropriate collaborative partners. Our ability to reach a definitive agreement for a collaboration will depend, among other things, upon an assessment of the collaborator’s resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors relating to our business. These factors may include the design or results of preclinical studies or clinical trials, the likelihood of regulatory approval, the potential market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential of competing products, the existence of any uncertainty with respect to our ownership of technology (which can exist if there is a challenge to such ownership regardless of the merits of the challenge) and industry and market conditions generally. The collaborator may also consider alternative product candidates or technologies for similar indications that may be available to collaborate on and whether such a collaboration could be more attractive than the one with us.

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We may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If we are unable to do so, we may have to curtail the development of the product candidate for which we are seeking to collaborate, reduce or delay its development program or one or more of our other development programs, delay its potential commercialization, reduce the scope of any sales or marketing activities or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we do not have sufficient funds, we may not be able to further develop product candidates or bring them to market and generate product revenue.

Third parties we rely upon for preclinical and clinical studies may become the subject or target of certain sanctions or restrictions, which may have adverse effects on our operations and business.

Certain foreign contract manufacturing organizations (CMOs) and biotechnology companies may become subject to legislation, trade restrictions, sanctions, tariffs, and other regulatory requirements by the U.S. government, which could restrict or even prohibit our ability to work with such entities. The BIOSECURE Act, which was signed into law in December 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, prohibits U.S. federal agencies from entering into or renewing any contract, loan, or grant with any entity that uses biotechnology equipment or services produced or provided by a “biotechnology company of concern” to perform that contract. The Office of Management and Budget (OMB) of the U.S. Government will issue a list of “biotechnology companies of concern,” which will include certain companies that are identified on the U.S. Department of Defense’s annual List of Chinese Military Companies, also known as the 1260H List, other entities which the U.S. Government has deemed as such pursuant to a separate designation process, and certain subsidiary, parent, and successor entities of the foregoing. We currently work with CMOs based in China who may be subject to the restrictions of the BIOSECURE Act. The BIOSECURE Act includes a grandfathering provision providing that the prohibitions shall not apply for a five-year period to biotechnology equipment or services produced or provided under a contract or agreement entered into before the applicable effective date. If any of our third party CMOs or service providers are designated as “biotechnology companies of concern” by OMB, we may be restricted in our ability to work with such companies to the extent we would contract with, or otherwise receive funding from, the U.S. government. As a result, we may need to seek alternative relationships. While we believe we will be able to identify and contract with such alternative vendors, we cannot guarantee that alternative vendors with the necessary capabilities and capacity would be available on a timeline that would not materially delay the development of our therapeutic candidates and cannot predict the terms of any such alternative arrangement nor what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, what products and services may be subject to such actions or what actions may be taken by China or the other countries in retaliation. In addition, any unfavorable government policies on international trade, such as export controls, tariffs, new legislation, renegotiation of existing trade agreements, or any retaliatory trade actions due to recent or future trade tension, may impede, delay, limit, or increase the cost of manufacturing our therapeutic candidates.

We rely on third-party manufacturers, CROs, CDMOs and suppliers to supply, develop and test components of our product candidates. The loss of our third-party manufacturers, CROs, CDMOs or suppliers, their failure to comply with applicable regulatory requirements or to supply sufficient quantities at acceptable quality levels or prices, or at all, or changes in methods of product candidate manufacturing, development or formulation would materially and adversely affect our business.

We do not own or operate facilities for drug manufacturing, storage, distribution or quality testing. We currently rely exclusively, and expect to continue to rely exclusively, on third-party contract manufacturers, to manufacture and test bulk drug substances, biologic and drug products, raw materials, samples, components or other materials and reports. Reliance on third-party manufacturers may expose us to different risks than if we were to manufacture product candidates ourselves. There can be no assurance that our preclinical and clinical development product supplies will not be limited, interrupted, terminated or of satisfactory quality or continue to be available at acceptable prices. In addition, any replacement of our manufacturer could require significant effort and expertise because there may be a limited number of qualified replacements.

The manufacturing process for a product candidate is subject to FDA, foreign regulatory authority review. In some cases, we, and our suppliers and manufacturers, some of which may be our sole source of supply, must meet applicable manufacturing requirements and undergo rigorous facility and process validation tests required by regulatory authorities in order to comply with regulatory standards, such as cGMPs. Securing marketing approval also requires

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the submission of information about the product manufacturing process to, and inspection of manufacturing facilities by, the FDA, other comparable foreign regulatory authorities. If our contract manufacturers cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA, and other comparable foreign regulatory authorities, we may not be able to rely on their manufacturing facilities for the manufacture of elements of our product candidates. Moreover, we do not control the manufacturing process at our contract manufacturers and are dependent on them for compliance with current regulatory requirements. In the event that any of our manufacturers fails to comply with such requirements or to perform its obligations in relation to quality, timing or otherwise, or if our supply of components or other materials becomes limited or interrupted for other reasons, we may be forced to enter into an agreement with another third party, which we may not be able to do on reasonable terms, if at all, or the clinical development of our product candidates may be delayed. In some cases, the technical skills or technology required to manufacture our product candidates may be unique or proprietary to the original manufacturer and we may have difficulty transferring such to another third party.

These factors would increase our reliance on such manufacturer or require us to obtain a license from such manufacturer in order to enable us, or to have another third party, manufacture our product candidates. If we are required to change manufacturers for any reason, we will be required to verify that the new manufacturer maintains facilities and procedures that comply with quality standards and with all applicable regulations and guidelines; and we may be required to repeat some of the development program. The delays associated with the verification of a new manufacturer could negatively affect our ability to develop product candidates in a timely manner or within budget.

We expect to continue to rely on third-party manufacturers if we receive regulatory approval for any product candidate. We will depend on these third parties to perform their obligations in a timely manner consistent with contractual and regulatory requirements, including those related to quality control and assurance. Any manufacturing facilities used to produce our products will be subject to periodic review and inspection by the FDA and foreign regulatory authorities, including for continued compliance with cGMP requirements, quality control, quality assurance and corresponding maintenance of records and documents. If we are unable to obtain or maintain third-party manufacturing for product candidates, or to do so on commercially reasonable terms, we may not be able to develop and commercialize our product candidates successfully. Our or a third party’s failure to execute on our manufacturing requirements, comply with cGMPs or maintain a compliance status acceptable to the FDA or foreign regulatory authorities could adversely affect our business in a number of ways, including:

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delay in the progress on certain research programs;

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an inability to initiate or continue clinical trials of product candidates under development;

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suspensions, variations or withdrawals of approvals or license revocation;

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delay in submitting regulatory applications or receiving regulatory approvals, for product candidates;

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loss of the cooperation of existing or future collaborators;

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subjecting third-party manufacturing facilities to additional inspections by regulatory authorities;

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shutdown of the third-party vendor or invalidation of product lots or processes or operating restrictions;

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fines, injunctions, civil penalties, and criminal prosecution;

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requirements to cease distribution or to recall batches of our product candidates; and

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in the event of approval to market and commercialize a product candidate, an inability to meet commercial demands for our therapeutics.

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Additionally, our contract manufacturers may experience manufacturing difficulties due to resource constraints or as a result of labor disputes or unstable political environments. If our contract manufacturers were to encounter any of these difficulties, our ability to provide our product candidates to patients in preclinical and clinical trials, or to provide product for treatment of patients once approved, would be jeopardized.

In addition, we currently rely on foreign CROs and CDMOs, for manufacturing and development activities and will likely continue to rely on foreign CROs and CDMOs in the future. Foreign CDMOs may be subject to U.S. legislation, sanctions, trade restrictions and other foreign regulatory requirements which could increase the cost or reduce the supply of material available to us, delay the procurement or supply of such material or have an adverse effect on our ability to secure significant commitments from governments to purchase our potential therapies.

For example, the BIOSECURE Act, which was signed into law in December 2025 as part of the National Defense Authorization Act for Fiscal Year 2026, prohibits U.S. federal agencies from entering into or renewing any contract, loan, or grant with any entity that uses biotechnology equipment or services produced or provided by a “biotechnology company of concern” to perform that contract. If any of our third party CMOs or service providers are designated as “biotechnology companies of concern” by OMB, we may be restricted in our ability to work with such companies to the extent we would contract with, or otherwise receive funding from, the U.S. government. As a result, we may need to seek alternative relationships. While we believe we will be able to identify and contract with such alternative vendors, we cannot guarantee that alternative vendors with the necessary capabilities and capacity would be available on a timeline that would not materially delay the development of our therapeutic candidates and cannot predict the terms of any such alternative arrangement nor what actions may ultimately be taken with respect to trade relations between the United States and China or other countries, what products and services may be subject to such actions or what actions may be taken by China or the other countries in retaliation. In addition, any unfavorable government policies on international trade, such as export controls, tariffs, new legislation, renegotiation of existing trade agreements, or any retaliatory trade actions due to recent or future trade tension, may impede, delay, limit, or increase the cost of manufacturing our therapeutic candidates.

Furthermore, as product candidates progress through preclinical and clinical trials to marketing approval and commercialization, it is common that various aspects of the development program, such as manufacturing methods and formulation, are altered along the way in an effort to optimize yield and manufacturing batch size, minimize costs and achieve consistent quality and results. Such changes carry the risk that they will not achieve these intended objectives. Any of these changes could cause our product candidates to perform differently and affect the results of current or future clinical trials conducted with the altered materials. This could delay completion of clinical trials, require the conduct of bridging clinical trials or the repetition of one or more clinical trials, increase clinical trial costs, delay approval of our product candidates and jeopardize our ability to commercialize our product candidates, if approved, and generate revenue.

We rely, and expect to continue to rely, on third parties, including independent clinical investigators, contracted laboratories and CROs, to conduct our preclinical studies and future clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval for or commercialize our product candidates and our business could be substantially harmed.

We have relied upon third-party CROs to conduct our preclinical studies and plan to continue to rely upon third parties, including independent clinical investigators, contracted laboratories and third-party CROs, to conduct our future clinical trials in accordance with applicable regulatory requirements, to validate our assays and to monitor and manage data for our ongoing preclinical and clinical programs. We rely on these parties for execution of our preclinical studies and expect to rely on these parties for execution of future clinical trials and we control only certain aspects of their activities. Nevertheless, we are responsible for ensuring that each of our studies and trials is conducted in accordance with the applicable protocol, legal and regulatory requirements and scientific standards, and our reliance on these third parties does not relieve us of our regulatory responsibilities. We and our third-party contractors and CROs are required to comply with good laboratory practices (“GLPs”), as applicable, and GCP requirements, which are regulations and guidelines enforced by the FDA and comparable foreign regulatory authorities for conducting, recording and reporting the results of clinical trials to assure that data and reported results are credible, reproducible and accurate and that the rights, integrity and confidentiality of trial participants are protected. Regulatory authorities enforce these GLPs and GCPs through periodic inspections of laboratories conducting GLP studies, trial sponsors, principal investigators and trial sites. If we, our investigators or any of our CROs or contracted laboratories fail to comply with applicable GLPs and GCPs, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or comparable

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foreign regulatory authorities may require us to perform additional preclinical studies or clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that any of our preclinical studies or clinical trials comply with applicable GLP or GCP regulations. In addition, our clinical trials must be conducted with biologic products produced in compliance with applicable cGMP regulations. Our failure to comply with these regulations may require us to repeat preclinical studies or clinical trials, which would delay the regulatory approval process.

Further, these laboratories, investigators and CROs are not our employees and we will not be able to control, other than by contract, the amount of resources, including time, which they devote to our product candidates and clinical trials. If independent laboratories, investigators or CROs fail to devote sufficient resources to the development of our product candidates, or if their performance is substandard, it may delay or compromise the prospects for approval and commercialization of any product candidates that we develop. In addition, the use of third-party service providers requires us to disclose our proprietary information to these parties, which could increase the risk that this information will be misappropriated.

Our CROs will likely have the right to terminate their agreements with us in specified circumstances, including in the event of an uncured material breach. In addition, some of our CROs may have an ability to terminate their respective agreements with us if we can be reasonably demonstrated that the safety of the subjects participating in our clinical trials warrants such termination, if we make a general assignment for the benefit of our creditors or if we are liquidated.

There is a limited number of third-party service providers that specialize or have the expertise required to achieve our business objectives. If any of our relationships with these third-party laboratories, CROs or clinical investigators terminate, we may not be able to enter into arrangements with alternative laboratories, CROs or investigators or to do so in a timely manner or on commercially reasonable terms. If laboratories, CROs or clinical investigators do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our preclinical or clinical protocols, regulatory requirements or for other reasons, our preclinical or clinical trials may be extended, delayed or terminated and we may not be able to obtain regulatory approval for or successfully commercialize our product candidates. As a result, our results of operations and the commercial prospects for our product candidates would be harmed, our costs could increase and our ability to generate revenues could be delayed.

Switching or adding additional laboratories or CROs (or investigators) involves additional cost and requires management time and focus. In addition, there is a natural transition period when a new laboratory or CRO commences work. As a result, delays occur, which can materially impact our ability to meet our desired clinical development timelines. Though we carefully manage our relationships with our contracted laboratories and CROs, there can be no assurance that we will not encounter similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business, financial condition and results of operations.

In addition, clinical investigators may serve as scientific advisors or consultants to us from time to time and may receive cash or equity compensation in connection with such services. If these relationships and any related compensation result in perceived or actual conflicts of interest or the FDA or comparable foreign regulatory authorities concludes that the financial relationship may have affected the interpretation of the preclinical study or clinical trial, the integrity of the data generated at the applicable preclinical study or clinical trial site may be questioned and the utility of the preclinical study or clinical trial itself may be jeopardized, which could result in the delay or rejection by the FDA or comparable foreign regulatory authorities. Any such delay or rejection could prevent us from commercializing our clinical-stage product candidate or any future product candidates.

The manufacturing of our product candidates is complex, and our third-party manufacturers may encounter difficulties in production. If we or any of our third-party manufacturers encounter such difficulties, our ability to provide supply of our product candidates for clinical trials, our ability to obtain marketing approval or our ability to provide supply of our products for patients, if approved, could be delayed or stopped.

The process of manufacturing pharmaceuticals is complex, time-consuming, highly regulated and subject to multiple risks. Our contract manufacturers must comply with legal requirements, cGMPs and guidelines for the manufacturing of pharmaceuticals used in clinical trials and, if approved, marketed products. Our contract manufacturers may have limited experience in the manufacturing of cGMP batches.

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Manufacturing pharmaceuticals is highly susceptible to product loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, inconsistency in yields, variability in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could result in reduced production yields, product defects and other supply disruptions. If microbial, viral or other contaminations are discovered at our third-party manufacturers’ facilities, such facilities may need to be closed for an extended period of time to investigate and remedy the contamination, which could delay clinical trials and adversely harm our business.

In addition, there are risks associated with large-scale manufacturing for clinical trials or commercial scale including, among others, cost overruns, potential problems with process scale-up, process reproducibility, stability issues, compliance with cGMPs, lot consistency and timely availability of raw materials. Even if we or our future collaborators obtain regulatory approval for any of our product candidates, there is no assurance that manufacturers will be able to manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in sufficient quantities to meet the requirements for the potential launch of the product or to meet potential future demand. If manufacturers are unable to produce sufficient quantities for clinical trials or for commercialization, commercialization efforts would be impaired, which would have an adverse effect on our business, financial condition, results of operations and prospects.

Scaling up a pharmaceutical manufacturing process is a difficult and uncertain task, and our third-party manufacturers may not have the necessary capabilities to complete the implementation, manufacturing and development process. If we are unable to adequately validate or scale-up the manufacturing process at our current manufacturers’ facilities, we will need to transfer to another manufacturer and complete the manufacturing validation process, which can be lengthy. If we are able to adequately validate and scale-up the manufacturing process for our product candidates with a contract manufacturer, we will still need to negotiate with such contract manufacturer an agreement for commercial supply and it is not certain we will be able to come to agreement on terms acceptable to us.

We cannot assure that any stability or other issues relating to the manufacture of any of our current or future product candidates will not occur in the future. If our third-party manufacturers were to encounter any of these difficulties, our ability to provide any product candidates to patients in planned clinical trials and products to patients, once approved, would be jeopardized. Any delay or interruption in the supply of clinical trial supplies could delay the completion of planned clinical trials, increase the costs associated with maintaining clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at additional expense or terminate clinical trials completely. Any adverse developments affecting clinical or commercial manufacturing of our product candidates or products may result in shipment delays, inventory shortages, lot failures, product withdrawals or recalls or other interruptions in the supply of our product candidates or products. We may also have to take inventory write-offs and incur other charges and expenses for product candidates or products that fail to meet specifications, undertake costly remediation efforts or seek more costly manufacturing alternatives. Accordingly, failures or difficulties faced at any level of our supply chain could adversely affect our business and delay or impede the development and commercialization of any of our product candidates or products, if approved, and could have an adverse effect on our business, prospects, financial condition and results of operations.

As part of our process development efforts, we also may make changes to the manufacturing processes at various points during development, for various reasons, such as controlling costs, achieving scale, decreasing processing time, increasing manufacturing success rate or other reasons. Such changes carry the risk that they will not achieve their intended objectives, and any of these changes could cause our current or future product candidates to perform differently and affect the results of our current or future clinical trials. In some circumstances, changes in the manufacturing process may require us to perform ex vivo comparability studies and to collect additional data from patients prior to undertaking more advanced clinical trials. For instance, changes in our process during the course of clinical development may require us to show the comparability of the product used in earlier clinical phases or at earlier portions of a trial to the product used in later clinical phases or later portions of the trial.

Reliance on third parties requires us to share our trade secrets or other confidential information, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

Reliance on third parties to manufacture or commercialize our current or any future product candidates and on collaborations with additional third parties for the development of our current or any future product candidates, requires us to share trade secrets or other confidential information with these third parties. We may also conduct joint

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research and development programs that may require us to share trade secrets or other confidential information under the terms of our research and development partnerships or similar agreements. We seek to protect our proprietary technology in part by entering into confidentiality agreements and, if applicable, material transfer agreements, services agreements, consulting agreements or other similar agreements with our advisors, employees, third-party contractors and consultants prior to beginning research or disclosing proprietary information. These agreements typically limit the rights of the third parties to use or disclose our confidential information, including any trade secrets. Despite the contractual provisions employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that such trade secrets or other confidential information become known by our competitors, are inadvertently incorporated into the technology of others or are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our confidential know-how and trade secrets, a competitor’s discovery of our trade secrets or other confidential information or other unauthorized use or disclosure could have an adverse effect on our business and results of operations.

In addition, these agreements typically restrict the ability of our advisors, employees, third-party contractors and consultants to publish data potentially relating to our trade secrets. Despite our efforts to protect our trade secrets or other confidential information, our competitors may discover our trade secrets or other confidential information, either through breach of our agreements with third parties, independent development or publication of information by any third-party collaborators. A competitor’s discovery of our trade secrets or other confidential information could harm our business.

Risks Related to Intellectual Property

We have licensed intellectual property rights from third parties and may do so in the future. Such licenses may be subject to early termination if we fail to comply with our obligations in our licenses with third parties, which could result in the loss of rights or technology that are material to our business.

We are a party to licenses, including licenses under the Khanda Agreements, that give us rights to third-party intellectual property or technology that is necessary or useful for our business, and we may enter into additional licenses in the future. For example, the intellectual property covering our lead product candidate TALA-125 is exclusively licensed from Khanda pursuant to the TALA-125 License Agreement and we have additional rights to intellectual property from Khanda pursuant to our DC License Agreement and Antibody Discovery and Option Agreement. Under the Khanda Agreements, we are or may become obligated to pay milestone, royalty, reimbursement or other payments to Khanda. These payments, or payments that we may be obligated to pay under future license agreements, may be significant, which could make it difficult for us to achieve or maintain profitability. In addition, under certain of such agreements, we are or may become required to diligently pursue the development of products using the licensed technology. If we fail to comply with these obligations, including due to our use of the intellectual property licensed to us in an unauthorized manner, and fail to cure our breach within a specified period of time, the licensor may have the right to terminate the applicable license, in which event we could lose valuable rights and technology that are material to our business, harming our ability to develop, manufacture and commercialize our product candidates.

In addition, the agreements under which we license intellectual property or technology to or from third-parties can be complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The licensing and acquisition of third-party intellectual property rights is a competitive practice, and companies that may be more established, or have greater resources than we do, may also be pursuing strategies to license or acquire third-party intellectual property rights that we may consider necessary or attractive in order to commercialize our product candidates. More established companies may have a competitive advantage over us due to their larger size and cash resources or greater clinical development and commercialization capabilities. There can be no assurance that we will be able to successfully complete such negotiations and ultimately acquire the rights to the intellectual property surrounding the additional product candidates that we may seek to acquire. The failure to obtain or in-license any compositions, methods of use, processes or other third-party intellectual property rights at a reasonable cost or on reasonable terms, could harm our business. If we fail to obtain licenses to necessary third-party intellectual property

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rights, we may need to cease use of the compositions or methods covered by such third-party intellectual property rights. Furthermore, we may need to seek to develop alternative approaches that do not infringe on such intellectual property rights which may entail additional costs and development delays, even if we were able to develop such alternatives, which may not be feasible. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to develop or license replacement technology.

Our intellectual property portfolio is at an early stage. Therefore, our ability to obtain and protect patent rights, and protect other proprietary rights, is uncertain, exposing it to the possible loss of competitive advantage.

We expect to rely upon a combination of patents, trademarks, trade secret protection, copyrights and confidentiality agreements and licenses to protect the intellectual property related to our programs and technologies and to prevent third parties from competing unfairly with us. Our success depends in large part on our ability to obtain and maintain patent protection for our product candidates and their uses, as well as our ability to operate without infringing on or violating the proprietary rights of others. If we are unable to obtain patent protection with respect to TALA-125, or any future product candidates, our business, financial condition, results or operations and prospects could be materially harmed.

Our intellectual property portfolio is at an early stage. As of June 30, 2026, we exclusively license from Khanda two U.S. provisional applications: one covering the composition of matter of TALA-125 and one generically covering the composition of matter for a component of TALA-125 and TALA-307. We do not currently own or in-license any issued patents or pending non-provisional patent applications.

Any issued patents may not afford sufficient protection of our product candidates or their intended uses against competitors, nor can there be any assurance that the patents issued will not be infringed, designed around, or invalidated by third parties, or effectively prevent others from commercializing competitive technologies, products, or product candidates. Even if these patents are granted, they may be difficult to enforce. Further, any issued patents that we may license or own covering our product candidates could be narrowed or found invalid or unenforceable if challenged in court or before administrative bodies in the United States or abroad, including the USPTO. If we do not obtain patent coverage for the work we are conducting, or if we obtain such rights but they are invalidated or rendered unenforceable, we may be unable to exclude competitors from pursuing and marketing the same or similar product candidates. Other risks that we face if we are not able to obtain and maintain patent coverage for our product candidates are the reduction in valuation of our product candidates, and ultimately the reduction in valuation of our company, by potential investors, and our inability to assert claims for infringement against third parties or counterclaim against such third parties or negotiate more advantageous settlement parameters. Further, if we encounter delays in its clinical trials or delays in obtaining regulatory approval, the period of time during which we could market our product candidates under patent protection would be reduced. Thus, the patents that we may own or license may not afford us any meaningful exclusivity period or competitive advantage.

Additionally, we may not be able to obtain or protect our intellectual property rights throughout the world and the legal systems in certain countries may not favor enforcement or protection of at least certain patents, trade secrets, or other intellectual property. Filing, prosecuting, maintaining, and defending patents on product candidates and other related inventions worldwide would be expensive and our intellectual property rights in some foreign jurisdictions can be less extensive than those in the United States; the reverse may also occur. As such, we may not have patents in all countries or all major markets and may not be able to obtain patents in all jurisdictions even if we or our licensor files patent applications to obtain such rights. Our competitors may operate in countries where we do not have patent protection and may be able to freely use our technologies and discoveries in such countries, at least to the extent not forbidden by law.

In addition to seeking patents for some of its technology and product candidates, we may also rely on trade secrets, including unpatented know-how, technology, and other proprietary information, to maintain our competitive position. Any disclosure, either intentional or unintentional, by our employees or third-party consultants and vendors that we engage to perform research, clinical trials or manufacturing activities, or misappropriation by third parties (such as through a cybersecurity breach) of our trade secrets or proprietary information could enable competitors to duplicate or surpass our technological achievements, thus eroding our competitive position in its market. In order to protect its proprietary technology and processes, we rely in part on confidentiality agreements with our advisors, employees, third-party contractors and consultants. These agreements may not effectively prevent disclosure of confidential

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information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential information. We may need to share our proprietary information, including trade secrets, with future business partners, collaborators, contractors, and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or state actors and those affiliated with or controlled by state actors. In addition, while we undertake reasonable efforts to protect our trade secrets and other confidential information from disclosure, others may independently discover trade secrets and proprietary information, and in such cases, we may not be able to assert any trade secret rights against such party. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our proprietary rights and failure to obtain or maintain trade secret protection could adversely affect our competitive business position.

Lastly, if our trademarks and trade names are not registered or adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our success will depend in part on our and our licensors’ ability to obtain, maintain and enforce patent protection for our licensed intellectual property.

Our success will depend in part on it and our ability to obtain, maintain and enforce patent protection for our licensed intellectual property. Under the Khanda Agreements, the control of the prosecution, maintenance, enforcement, and defense of patents is shared with Khanda. Therefore, we will not have exclusive control over the prosecution, maintenance, enforcement, and defense of our product candidates licensed from Khanda, including TALA-125. We and our licensors (including Khanda) may not successfully prosecute the patent applications that cover its product candidates. Even if patents are issued in respect of these patent applications, we and our licensors (including Khanda) may fail to maintain these patents, may determine not to pursue litigation against other companies that are infringing these patents, or may pursue such litigation less aggressively than we would. Without protection for any in-licensed intellectual property, other companies might be able to offer substantially identical products for sale, which could adversely affect our competitive business position and harm our business prospects.

Our success depends in part on our ability to protect our intellectual property. It is difficult and costly to protect our proprietary rights and technology, and we may not be able to ensure their protection.

Our commercial success will depend in large part on obtaining and maintaining patent, trademark and trade secret protection of our proprietary technologies and our product candidates, their respective components, formulations, combination therapies, and methods used to manufacture them and methods of treatment, as well as successfully defending these patents against third-party challenges. Our ability to stop unauthorized third parties from making, using, selling, offering to sell or importing our product candidates is dependent upon the extent to which we have rights under valid and enforceable patents that cover these activities. If we are unable to secure and maintain patent protection for any product or technology we develop, or if the scope of the patent protection secured is not sufficiently broad, our competitors could develop and commercialize products and technology similar or identical to ours, and our ability to commercialize any product candidates we may develop may be adversely affected. The patenting process is expensive and time-consuming, and we may not be able to file, prosecute and maintain or in-license, all necessary or desirable patent applications at a reasonable cost or in a timely manner. In addition, we may not pursue, obtain or maintain patent protection in all relevant markets. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications or to maintain the patents, covering technology that we license from or license to third parties, and are reliant for such purposes on our licensors or licensees. In addition, we cannot guarantee that patent applications or patents that we initially believe to be owned by the company or a licensor will not be found to be encumbered by third party ownership or other third party rights that may not have been evident to us at the time of preparation, filing or in-licensing. For instance, such rights could arise from the intellectual contributions of company employees who were previously employed by third parties, such as universities or other biopharmaceutical, biotechnology or pharmaceutical companies, including our competitors or potential competitors, or from the intellectual contributions of company consultants, advisors or independent contractors with current or previous relationships with such third parties. Therefore, these patents and applications may not be prepared, filed, prosecuted or enforced in a manner consistent with the best interests of our business. Furthermore, licenses from such third parties may be required or desirable but may not be available on reasonable terms, or at all.

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The strength of patents in the biotechnology field involves complex legal and scientific questions and can be uncertain. The patent applications that we own or in-license may fail to result in issued patents with claims that cover our product candidates or uses thereof in the United States or in other foreign countries. Even if the patents are successfully issued, third parties may challenge the validity, enforceability or scope thereof, which may result in such patents being narrowed, invalidated or held unenforceable. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately protect our intellectual property or prevent others from designing around its claims. If the breadth or strength of protection provided by the patent applications we hold with respect to our product candidates is threatened, this could dissuade companies from collaborating with us to develop, and threaten our ability to commercialize, our product candidates. Further, if we encounter delays in our clinical trials, the period of time during which we could market our product candidates under patent protection would be reduced. Since patent applications in the United States and most other countries are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent application related to our product candidates.

We may be required to disclaim part or all of the term of certain patents or all of the term of certain patent applications. There may be prior art of which we are not aware that may affect the validity or enforceability of a patent claim, and we may be subject to a third-party submission of prior art to the United States Patent and Trademark Office (“USPTO”) in connection with pending patent applications, and any analogous procedures outside the United States. There also may be prior art of which we are aware, but which we believe does not affect the validity or enforceability of a claim, which may, nonetheless, ultimately be found to affect the validity or enforceability of a claim. No assurance can be given that if challenged, our patents would be found by a court to be valid or enforceable or that even if found valid and enforceable, a competitor’s technology or product would be found by a court to infringe our patents. We may analyze patents or patent applications of our competitors that we believe are relevant to our activities and conclude that we are free to operate in relation to our product candidates, but our competitors may ultimately obtain issued claims, including in patents we consider to be unrelated, which block our efforts or may potentially result in our product candidates or our activities infringing such claims. The possibility exists that others will develop products which compete with our products on an independent basis which do not infringe our patents or other intellectual property rights or will design around the claims of patents to which we have rights that cover our products.

The United States has enacted and implemented wide-ranging patent reform legislation. The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available or the availability of patent protection in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents that have already issued. Depending on actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce patents that we have licensed or that we might obtain in the future. For example, recent decisions raise questions regarding the award of patent term adjustment (“PTA”) for patents in families where related patents have issued without PTA. Thus, it cannot be said with certainty how PTA will/will not be viewed in the future and whether patent expiration dates, or even patent validity, may be impacted. Similarly, changes in patent law and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in how the relevant governmental authority enforces patent laws or regulations may weaken our ability to obtain new patents or to enforce patents that we have licensed or that we may obtain in the future. For example, the complexity and uncertainty of European patent laws have also increased in recent years. In Europe, a new unitary patent system took effect June 1, 2023, which has significantly impacted European patents, including those granted before June 1, 2023. Under the unitary patent system, European applications have the option, upon grant of a patent, of becoming a Unitary Patent which is subject to the jurisdiction of the Unitary Patent Court (“UPC”). Additionally, certain non-Unitary Patents that are European patents may also be subject to the jurisdiction of the UPC. As the UPC is a new court system, there is only a limited established body of substantive and procedural precedents, which increases the uncertainty of any litigation. Proprietors of certain European patents granted before the implementation of the UPC have the option of opting such patents out of the jurisdiction of the UPC and designating such patents as being subject to the jurisdiction of national courts. Patents that remain under the jurisdiction of the UPC will be potentially vulnerable to a single UPC-based revocation challenge that, if successful, could invalidate the patent in all countries who are signatories to the UPC. We cannot predict with certainty the long-term effects of any potential changes.

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The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep our competitive advantage. For example:

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others may be able to make or use compounds or proteins that are similar to our product candidates but that are not covered by the claims of patents to which we have rights;

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biologic drugs that are among our current product candidates may eventually become commercially available in biosimilar drug products. Patent protection for our products may not be available at all or may only be available with regard to the formulation of such products or methods of using such products, which are considered to provide limited protection;

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we or our licensors, as the case may be, may fail to meet our obligations to the U.S. government in regards to any in-licensed patents and patent applications funded by U.S. government grants, leading to the loss of patent rights and exclusivity;

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we or our licensors, as the case may be, might not have been the first to file patent applications for these inventions and, as a result, may be unable to obtain any patent protection for such inventions;

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others may independently develop similar or alternative technologies or duplicate any of our technologies;

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it is possible that our pending patent applications will not result in issued patents;

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it is possible that there are prior public disclosures that could invalidate our or our licensors’ patents, as the case may be, or parts of our patents or licensors’ patents;

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it is possible that others may circumvent our owned or in-licensed patents without infringing them;

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it is possible that there are unpublished applications or patent applications maintained in secrecy that may later issue with claims covering our products or technology similar to our own;

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the laws of foreign countries may not protect ours or our licensors’, as the case may be, proprietary rights to the same extent as the laws of the United States;

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the claims of our owned or in-licensed issued patents or patent applications, if and when issued, may not cover our product candidates;

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our owned or in-licensed issued patents may not provide us with any competitive advantages, may be narrowed in scope or be held invalid or unenforceable as a result of legal challenges by third parties;

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the inventors of our owned or in-licensed patents or patent applications may become involved with competitors, develop products or processes which design around our patents or become hostile to us or the patents or patent applications on which they are named as inventors;

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it is possible that our owned or in-licensed patents or patent applications omit individual(s) that should be listed as inventor(s) or include individual(s) that should not be listed as inventor(s), which may cause these patents or patents issuing from these patent applications to be held invalid or unenforceable;

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we have engaged in scientific collaborations in the past and will continue to do so in the future. Such collaborators may develop adjacent or competing products to ours that are outside the scope of our patents;

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we may not develop, or may not be able to develop, additional proprietary technologies for which we can obtain patent protection;

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it is possible that product candidates we develop may be covered by third parties’ patents or other exclusive rights; and

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the patents of others may have an adverse effect on our business.

We cannot ensure that patent rights relating to inventions described and claimed in our pending patent applications will issue or that patents based on our patent applications will not be challenged and rendered invalid or unenforceable.

The patent application process is subject to numerous risks and uncertainties, and we or any of our potential collaborators may not be successful in protecting our product candidates by obtaining and successfully defending and enforcing patents. For example, we may not be aware of all third-party intellectual property rights potentially relating to our product candidates or their intended uses, and, as a result, the impact of such third-party intellectual property rights upon the patentability of our own patents and patent applications, including in-licensed patents and patent applications, as well as the impact of such third-party intellectual property upon our freedom to operate, is highly uncertain. Patent applications in the United States and other foreign jurisdictions are typically not published until 18 months after filing or, in some cases, not at all. Therefore, we cannot know with certainty whether we or our licensors were the first to make the inventions claimed in patents or pending patent applications to which we have rights or that we or our licensors were the first to file for patent protection of such inventions. As a result, the issuance, inventorship, scope, validity, enforceability and commercial value of our patent rights are highly uncertain. We or any of our potential future collaborators may not be successful in protecting our product candidates by obtaining and defending patents. As of June 30, 2026, we only have rights to two U.S. provisional applications, and therefore we cannot predict:

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if and when patents may issue based on our or our licensors’ patent applications;

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the scope of protection of any patent issuing based on our or our licensors’ patent applications;

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whether the claims of any patent issuing based on our or our licensors’ patent applications will provide protection against competitors;

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whether or not third parties will find ways to invalidate or circumvent our patent rights;

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whether or not others will obtain patents claiming aspects similar to those covered by our or our licensors’ patents and patent applications;

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whether we will need to initiate litigation or administrative proceedings to enforce or defend our patent rights which will be costly, time-consuming and require us to expend resources, whether we win or lose;

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whether the patent applications that we own or in-license will result in issued patents with claims that cover our product candidates or uses thereof in the United States or in other foreign countries; and

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whether we may experience patent office interruption or delays to our ability to timely secure patent rights covering our product candidates.

The claims in our or our licensors’ patent applications directed to our product candidates or technologies may not be considered patentable by the USPTO or by patent offices in foreign countries. Any such patent applications may not be issued as granted patents. One aspect of the determination of patentability of our inventions depends on the scope and content of the “prior art,” which is information that was or is deemed available prior to the priority date of the claimed invention. There may be prior art of which we are not aware that may affect the patentability of our or our licensors’ patent application claims or, if issued, affect the validity or enforceability of a patent claim. There may be disallowed double patenting among patents to which we have rights, which the patent examiner(s) fail to raise during prosecution. Even if the patents do issue based on our or our licensors’ patent applications, third parties may challenge the validity, enforceability or scope thereof, which may result in such patents being narrowed, invalidated or held unenforceable. Furthermore, even if they are unchallenged, patents in our portfolio (including in-licensed patents) may not adequately exclude third parties from practicing relevant technology or prevent others from designing around our claims. If the breadth or strength of our intellectual property position with respect to our product candidates is threatened, this could dissuade companies from collaborating with us to develop, and threaten our ability to commercialize, our product candidates.

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Our and our licensors’ pending patent applications may be challenged in the USPTO or in patent offices in foreign countries. Also, because the issuance of a patent is not conclusive as to its scope, validity or enforceability, even issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings instituted by third parties before various patent offices or in courts. For example, our and our licensors’ pending patent applications may be subject to third-party pre-issuance submissions of prior art to the USPTO or patent offices in foreign countries, or our issued patents may be subject to post-grant review (“PGR”) proceedings, oppositions, derivations, reexaminations or inter partes review (“IPR”) proceedings, in the United States or elsewhere, challenging our patent rights. An adverse determination in any such challenges may result in loss of exclusivity or in our patent rights being narrowed, invalidated or held unenforceable, in whole or in part, which could limit our ability to stop others from using or commercializing similar or identical technologies and products or limit the duration of the patent protection of our technologies and product candidates. In addition, given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a result, only limited protection may be available and our patent rights may not provide us with sufficient rights or permit us to gain or keep any competitive advantage. Any failure to obtain or maintain patent protection with respect to our product candidates or their uses could have a material adverse effect on our business, financial condition, results of operations and prospects.

We may rely on trade secret and proprietary know-how which can be difficult to trace and enforce and, if we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

In addition to seeking patent protection for our product candidates and technologies, we may rely on trade secret protection and confidentiality agreements to protect proprietary know-how that is not patentable, processes for which patents are difficult to enforce and any other elements of our discovery and development processes that involve proprietary know-how, information or technology that is not covered by patents or that may alternatively be covered by trade secret protection or through measures of confidentiality. Elements of our product candidates, including processes for their preparation and manufacture, may involve proprietary know-how, information or technology that is not covered by patents, or that is more advantageously protected by trade secrets or confidentiality, and thus for these aspects we may consider trade secrets and know-how to be our primary intellectual property. We may also rely on trade secret protection as temporary protection for concepts that may be included in a future patent filing. We expect to rely on our collaborators (including Khanda), CROs and third parties to generate biologic candidates and important research data. Any disclosure, either intentional or unintentional, by our employees or third-party consultants and vendors or CROs that we engage to perform research, clinical trials or manufacturing activities or misappropriation by third parties (such as through a cybersecurity breach) of our trade secrets or proprietary information could enable competitors to duplicate or surpass our technological achievements, thus eroding our competitive position in our market. Because we rely on third parties in the development and manufacture of our product candidates, we must, at times, share trade secrets with them. Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.

However, trade secret protection will not protect us from innovations that a competitor develops independently of our proprietary know-how. If a competitor independently develops a technology that we protect as a trade secret and files a patent application on that technology, then we may not be able to patent that technology in the future, may require a license from the competitor to use our own technology or know-how, and if the license is not available on commercially viable terms, then we may not be able to complete development of, or commercialize, our products. Although we require all of our employees, consultants, collaborators, CROs, contract manufacturers, advisors and any third parties who have access to our proprietary know-how, information or technologies to enter into confidentiality agreements, we cannot guarantee that we have entered into such agreements with each party that may have or has had access to our trade secrets or proprietary technology and processes. We cannot be certain that our trade secrets and other confidential proprietary information may not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies for such breaches. Enforcing a claim that a party unlawfully disclosed or misappropriated a trade secret is difficult, expensive and time-consuming, and the outcome is unpredictable. Furthermore, the laws of some foreign countries do not protect proprietary rights, such as trade secrets rights, to the same extent or in the same manner as the laws of the United States. As a result, we may encounter significant problems in protecting and defending our intellectual property both in the United States and abroad. We

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may need to share our proprietary information, including trade secrets, with future business partners, collaborators, contractors and others located in countries at heightened risk of theft of trade secrets, including through direct intrusion by private parties or foreign actors, and those affiliated with or controlled by state actors. We also seek to preserve the integrity and confidentiality of our data and trade secrets by maintaining physical security of our premises and physical and electronic security of our information technology systems. While we have confidence in these individuals, organizations and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. If we are unable to prevent unauthorized material disclosure of our intellectual property to third parties, we will not be able to establish or maintain a competitive advantage in our market, and this scenario could materially adversely affect our business, financial condition and results of operations.

Changes in U.S. patent law or the patent law of other countries or jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our current and any future product candidates.

Changes in either the patent laws or interpretation of the patent laws in the United States and other foreign countries could increase uncertainties and costs and may diminish our ability to protect our inventions, obtain, maintain and enforce our intellectual property rights and, more generally, could affect the value of our patent rights or narrow the scope of our patent rights. The Leahy-Smith America Invents Act of 2011 (the “Leahy-Smith Act”) included several significant changes to U.S. patent law that impacted how patent rights could be prosecuted, enforced and defended. These include provisions that affect the way patent applications are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent by USPTO administered post-grant proceedings, including PGR, IPR and derivation proceedings. Further, because of a lower evidentiary standard in these USPTO post-grant proceedings compared to the evidentiary standard in United States federal courts necessary to invalidate a patent claim, a third party could potentially provide evidence in a USPTO proceeding sufficient for the USPTO to hold a patent claim invalid even though the same evidence would be insufficient to invalidate the patent claim if first presented in a district court action. Accordingly, a third party may attempt to use the USPTO procedures to invalidate our or our licensors’ patent claims that would not have been invalidated if first challenged by the third party as a defendant in a district court action. Thus, the Leahy-Smith Act and its implementation could increase the uncertainties and costs surrounding the prosecution of our and our licensors’ patent applications and the enforcement or defense of our or our licensors’ issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, under the Leahy-Smith Act, the United States transitioned from a “first-to-invent” system to a “first-to-file” system in which, assuming that the other statutory requirements are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. A third party that files a patent application in the USPTO after March 2013, but before we or our licensors file an application covering the same invention, could therefore be awarded a patent covering an invention to which we have rights even if we or our licensors made the invention before it was made by such third party. This will require us and our licensors to be cognizant of the time from invention to filing of a patent application. Since patent applications in the United States and most other countries are confidential for a period of time after filing or until issuance, we cannot be certain that we or our licensors were the first to either (i) file any patent application related to our product candidates and other proprietary technologies we may develop or (ii) invent any of the inventions claimed in our or our licensor’s patents or patent applications. Even where we have a valid and enforceable patent, we may not be able to exclude others from practicing the claimed invention where the other party can show that they used the invention in commerce before our filing date or the other party benefits from a compulsory license.

These and future changes in patent law could increase the uncertainties and costs surrounding the prosecution of our and our licensors’ patent applications and the enforcement or defense of our and our licensors’ issued patents, all of which could have a negative effect on our business.

In addition, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our and our licensors’ ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents, already obtained. Depending on actions by the U.S. Congress, the federal courts and the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our and our licensors’ ability to obtain new patents or to enforce patents that we have licensed or that we might obtain or license in the future. Similarly, changes in patent law and regulations in other countries or jurisdictions or changes in the governmental bodies that enforce them or changes in

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how the relevant governmental authority enforces patent laws or regulations may weaken our and our licensors’ ability to obtain new patents or to enforce patents that we have licensed or that we may obtain or license in the future.

We may be involved in lawsuits or proceedings to protect or enforce our patents or other intellectual property or the patents of our licensors, which could be expensive, time-consuming and unsuccessful.

Competitors or other third parties may infringe or otherwise violate our patents, trademarks or other intellectual property or the patents of our licensors. To stop infringement or unauthorized use, we or our licensors may be required to file infringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that one or more of our or licensors’ patents is not valid or is unenforceable or may refuse to stop the other party from using the technology at issue on the grounds that our or our licensors’ patents do not cover the technology in question. An adverse result in any litigation or defense proceedings could put one or more patents to which we have rights at risk of being invalidated, held unenforceable or interpreted narrowly and could place patent applications to which we have rights under the risk of not issuing. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business.

We may choose to challenge the patentability of claims in a third party’s U.S. patent by requesting that the USPTO review the patent claims in an ex-parte re-exam, inter partes review or post-grant review proceedings. These proceedings are expensive and may consume our time or other resources. We may choose to challenge a third party’s patent in patent opposition proceedings in the foreign patent offices. The costs of these opposition proceedings could be substantial and may consume our time or other resources. If we fail to obtain a favorable result at the USPTO or other patent office then we may be exposed to litigation by a third party alleging that the patent is infringed by our product candidates or proprietary technologies.

In addition, because (i) some patent applications in the United States may be maintained in secrecy until the patents are issued, (ii) other patent applications in the United States and patent applications in many foreign jurisdictions are typically not published until 18 months after filing and (iii) publications in the scientific literature often lag behind actual discoveries, we cannot be certain that others have not filed patent applications for technology covered by our owned or in-licensed issued patents or our owned or in-licensed pending applications, or that we or, if applicable, a licensor, was the first to invent the technology. Our competitors may have filed, and may in the future file, patent applications covering products or technology similar to ours before we or our licensors do so. Any such patent application may have priority over our owned and in-licensed patent applications or patents, which could require us to eventually seek to obtain rights to issued patents covering such technologies from third parties. If another party has filed a U.S. patent application on inventions similar to those owned by or in-licensed to us, we or, in the case of in-licensed technology, the licensor, may have to participate in an interference proceeding declared by the USPTO to determine priority of invention in the United States. We or our licensors may lose patent rights as a result. If we or one of our licensors is a party to an interference proceeding involving a U.S. patent application on inventions owned by or in-licensed to us, we may incur substantial costs, unduly occupy our management’s time in connection with legal proceedings, divert management from its usual duties and substantially expend other resources, even if we are successful.

Interference proceedings provoked by third parties or brought by the USPTO may be necessary to determine the priority of inventions with respect to our patents or patent applications or those of our licensors. An unfavorable outcome could result in a loss of our or our licensors’ current patent rights and could require us to cease using the related technology or to attempt to license rights to it from a prevailing third party or other third party. Our business could be harmed if the prevailing party or the other third party does not offer us a license on commercially reasonable terms or at all. Litigation or interference proceedings may result in a decision adverse to our interests and, even if we are successful, may result in substantial costs and distract our management and other employees. We may not be able to prevent, alone or with our licensors, misappropriation of our proprietary or confidential information, particularly in countries where the laws may not protect those rights as fully as in the United States.

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Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during intellectual property litigation. In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.

Because of the expense and uncertainty of litigation, we may not be in a position to enforce our intellectual property rights against third parties.

Because of the expense and uncertainty of litigation, we may conclude that even if a third party is infringing our or our licensors’ issued patent, or any patents that may be issued as a result of our or our licensors’ pending or future patent applications or other intellectual property rights, the risk-adjusted cost of bringing and enforcing such a claim or action may be too high or not in the best interest of our company or our stockholders, or it may be otherwise impractical or undesirable to enforce our intellectual property. Our competitors or other third parties may be able to sustain the costs of complex patent litigation or proceedings more effectively than we can because of their greater financial resources and more mature and developed intellectual property portfolios. In such cases, we may decide that the more prudent course of action is to simply monitor the situation or initiate or seek some other non-litigious action or solution. In addition, the uncertainties associated with litigation could compromise our ability to raise the funds necessary to continue our clinical trials, continue our internal research programs, in- license needed technologies or other product candidates or enter into development partnerships that would help us bring our product candidates to market.

We may be subject to claims that our employees, consultants or advisors have wrongfully used or disclosed trade secrets or other confidential information of their current or former employers or claims asserting inventorship or ownership of what we regard as our own intellectual property.

Many of our employees, consultants and advisors are currently or were previously employed at universities or other healthcare, biotechnology or pharmaceutical companies, including our competitors or potential competitors and our licensors. Although we try to ensure that our employees, consultants and advisors do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or these individuals have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such individual’s current or former employer or client without authorization. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs, the expenditure of other resources and be a distraction to management.

We may be subject to claims that former employees, collaborators or other third parties have an interest in our or our licensors’ patents or other intellectual property as an inventor or co-inventor. The failure to name the proper inventors on a patent application can result in the patents issuing thereon being invalid or unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our product candidates or as a result of questions regarding co-ownership of potential joint inventions. For example, we may have inventorship disputes arise from conflicting obligations of consultants or others who are involved in developing our product candidates. Litigation may be necessary to defend against these and other claims challenging inventorship. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, or rights to use, valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs, the expenditure of other resources and be a distraction to our management and other employees.

Our licensors may have relied on third-party consultants or collaborators or on funds from third parties, such as the U.S. government, such that our licensors are not the sole and exclusive owners of the patents we in-licensed. If other third parties have ownership rights or other rights to our in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing product candidates and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

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In addition, while it is our policy to require our employees and contractors who may be involved in the conception or development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who, in fact, conceives or develops intellectual property that we regard as our own. The assignment of intellectual property rights may not be self-executing, or the assignment agreements may be breached, and we may be forced to bring claims against third parties, or defend claims that they may bring against us, to determine the ownership of what we regard as our intellectual property. Our in-licensed intellectual property is also subject to such risks. Any claims that we may be forced to defend against or that we assert could have a material adverse effect on our business, financial condition, results of operations and prospects.

Rights to improvements to our product candidates may be held by third parties.

In the course of testing our current or future product candidates, we may enter into agreements with third parties to conduct specified research or clinical testing, which may provide that improvements to our product candidates may be owned solely by a third party or jointly between the parties. If we determine that rights to such improvements owned solely by a third party are necessary to commercialize our product candidates or maintain our competitive advantage, we may need to obtain a license from such third party in order to use the improvements and continue developing, manufacturing or marketing the product candidates. However, we may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain such a license, it could be granted on non-exclusive terms, thereby potentially giving our competitors and other third parties access to the same technologies licensed to us. Failure to obtain a license on commercially reasonable terms or at all, or to obtain an exclusive license, could prevent us from commercializing our current or future product candidates or force us to cease some of our business operations, which could materially harm our business. If we determine that rights to improvements jointly owned between us and a third party are necessary to commercialize our product candidates or maintain our competitive advantage, we may need to obtain an exclusive license from such third party. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such improvements, such co-owners may be able to license their rights to other parties, including our competitors, and our competitors could market competing products and technology. In addition, we may need the cooperation of any such co-owners of our intellectual property in order to enforce such intellectual property against other parties, and such cooperation may not be provided to us. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

We may not identify relevant third-party patents or may incorrectly interpret the relevance, scope or expiration date of a third-party patent, which might adversely affect our ability to develop and market our products.

We cannot guarantee that any patent searches or analyses that are performed, including the identification of relevant patents, the scope of patent claims or the expiration dates of relevant patents, are complete or thorough, nor can we be certain that we have identified each and every third-party patent and pending application in the United States and abroad that is relevant to or necessary for the commercialization of our current or future product candidates in any jurisdiction. The scope of a patent claim is determined by an interpretation of the law, the language of the claim, the written disclosure in the relevant patent and the patent’s prosecution history. Our interpretation of the relevance or the scope of a patent or a pending application may be incorrect, which may negatively impact our ability to market our future products. We may incorrectly determine that our products are not covered by a third-party patent or may incorrectly predict whether a third-party’s pending application will issue with claims of relevant scope. Our determination of the expiration date of any patent in the United States or abroad that we consider relevant may be incorrect, which may negatively impact our ability to develop and market our product candidates. Our failure to identify and correctly interpret relevant patents may negatively impact our ability to develop and market our future products.

We may not be successful in obtaining or maintaining necessary rights to our product candidates through acquisitions and in-licenses.

Because our programs may in the future require the use of proprietary rights held by third parties, the growth of our business may depend in part on our ability to acquire, in-license or use these third-party proprietary rights. We may be unable to acquire or in-license any compositions, methods of use, processes or other third-party intellectual property rights from third parties that we identify as necessary for our product candidates. The licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater

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clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return on our investment or at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain the existing intellectual property rights we have, we may have to abandon development of the relevant program or product candidate, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

While we seek to obtain the right to control prosecution, maintenance and enforcement of the patents relating to our product candidates, there may be times when the filing and prosecution activities for patents and patent applications relating to our product candidates are controlled by our licensors or collaboration partners. For example, under the Khanda Agreements, the control of the prosecution, maintenance, enforcement, and defense of patents is shared with Khanda. Therefore, we will not have exclusive control over the prosecution, maintenance, enforcement, and defense of our product candidates licensed from Khanda, including TALA-125. If any of our future licensors or collaboration partners fail to prosecute, maintain and enforce such patents and patent applications in a manner consistent with the best interests of our business, including by payment of all applicable fees for patents covering our product candidates, we could lose our rights to the intellectual property or our exclusivity with respect to those rights, our ability to develop and commercialize those product candidates may be adversely affected and we may not be able to prevent competitors from making, using and selling competing products. In addition, even where we have the right to control patent prosecution of patents and patent applications we have licensed to and from third parties, we may still be adversely affected or prejudiced by actions or inactions of our licensees, our future licensors and their counsel that took place prior to the date upon which we assumed control over patent prosecution.

We may enter into license agreements in the future with others to advance our existing or future research or allow commercialization of our current or future product candidates. These licenses may not provide exclusive rights to use such intellectual property and technology in all relevant fields of use and in all territories in which we may wish to develop or commercialize our product candidates in the future.

In addition, subject to the terms of any such license agreements, we may not have the right to control the preparation, filing, prosecution, maintenance, enforcement and defense of patents and patent applications covering the technology that we license from third parties. In such an event, we cannot be certain that these patents and patent applications will be prepared, filed, prosecuted, maintained, enforced and defended in a manner consistent with the best interests of our business. If our future licensors fail to prosecute, maintain, enforce and defend such patents or patent applications or lose rights to those patents or patent applications, the rights we have licensed may be reduced or eliminated, and our right to develop and commercialize any of our current or future product candidates that are subject of such licensed rights could be adversely affected.

Our future licensors may rely on third-party consultants or collaborators or on funds from third parties such that our future licensors are not the sole and exclusive owners of the patents we in-license. If other third parties have ownership rights to our future in-licensed patents, they may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

It is possible that we may be unable to obtain necessary licenses at a reasonable cost or on reasonable terms, if at all. Even if we are able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources to redesign our technology, product candidates or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected product candidates, which could harm our business, financial condition, results of operations and prospects significantly. We cannot provide any assurances that third-party patents do not exist which might be enforced against our current technology, manufacturing methods, product candidates or future methods or products resulting in either an injunction prohibiting our manufacture or future sales or, with respect to our future sales, an obligation on our part to pay royalties or other forms of compensation to third parties, which could be significant.

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Disputes may arise between us and our future licensors regarding intellectual property subject to a license agreement, including:

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the scope of rights granted under the license agreement and other interpretation-related issues;

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whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

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our right to sublicense patents and other rights to third parties;

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our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

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our right to transfer or assign the license;

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when and under what conditions the license agreement may be terminated and the consequences thereof;

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the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our future licensors and us and our partners; and

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the priority of invention of patented technology.

In addition, the agreements under which we license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we license in the future prevent or impair our ability to maintain our licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business, financial conditions, results of operations and prospects.

In spite of our best efforts, our future licensors might conclude that we materially breached our license agreements and might therefore terminate the license agreements, thereby removing our ability to develop and commercialize products and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patents fail to provide the intended exclusivity, competitors might have the freedom to seek regulatory approval of, and to market, products identical to ours. This could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

From time to time, we may be required to license technologies relating to our programs from additional third parties to further develop or commercialize our current or future product candidates. Should we be required to obtain licenses to any third-party technology, including any such patents required to manufacture, use or sell our product candidates, such licenses may not be available to us on commercially reasonable terms, or at all. The inability to obtain any third-party license required to develop or commercialize any of our product candidates could cause us to abandon any related efforts, which could seriously harm our business and operations.

Third-party claims of intellectual property infringement may prevent or delay our product discovery, development and commercialization efforts.

Our commercial success depends in part on our ability to develop, manufacture, market and sell our product candidates and use our proprietary technologies without infringing the proprietary rights of third parties. There is a substantial amount of litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative proceedings for challenging patents, including interference, derivation, inter partes review, post grant review and reexamination proceedings before the USPTO or oppositions and other comparable proceedings in foreign jurisdictions. We may be exposed to, or threatened with, future litigation by third parties having patent or other intellectual property rights alleging that our product candidates and proprietary technologies infringe their intellectual property rights. Numerous U.S. and foreign issued patents and pending patent applications, which are owned by third parties, exist in the fields in which we are developing our product candidates.

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There may be third-party patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to our product candidates and programs. As the biotechnology and pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may give rise to claims of infringement of the patent rights of others. Moreover, it is not always clear to industry participants, including us, which patents cover various types of drugs, products or their methods of use or manufacture. Thus, because of the large number of patents issued and patent applications filed in our fields, there may be a risk that third parties may allege they have patent rights encompassing our product candidates, technologies or methods.

If a third-party claims that we infringe its intellectual property rights, we may face a number of issues, including, but not limited to:

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infringement and other intellectual property claims which, regardless of merit, may be expensive and time-consuming to litigate and may divert our management’s attention from our core business;

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substantial damages for infringement, which we may have to pay if a court decides that the product candidate or technology at issue infringes on or violates the third party’s rights, and, if the court finds that the infringement was willful, we could be ordered to pay treble damages and the patent owner’s attorneys’ fees;

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a court prohibiting us from developing, manufacturing, marketing or selling our product candidates, or from using our proprietary technologies, unless the third party licenses its product rights to us, which it is not required to do;

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if a license is available from a third party, we may have to pay substantial royalties, upfront fees and other amounts or grant cross-licenses to intellectual property rights for its products; and

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redesigning our product candidates or processes so they do not infringe, which may not be possible or may require substantial monetary expenditures and time.

Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise the funds necessary to continue our operations or could otherwise have a material adverse effect on our business, results of operations, financial condition and prospects.

Third parties may assert that we are employing their proprietary technology without authorization. Generally, conducting clinical trials and other development activities in the United States is protected under the Safe Harbor exemption as set forth in 35 U.S.C. § 271, and there are similar laws in some foreign jurisdictions. If any of our product candidates are approved by the FDA, that certain third party may then seek to enforce its patent by filing a patent infringement lawsuit against us. Even if we believe that any claims of such patent that could otherwise materially adversely affect commercialization of our product candidates, if approved, are valid and enforceable, we may be incorrect in this belief, or we may not be able to prove it in a litigation. In this regard, patents issued in the United States by law enjoy a presumption of validity that can be rebutted only with evidence that is “clear and convincing,” a heightened standard of proof. There may be third-party patents of which we are currently unaware with claims to materials, formulations, methods of manufacture or methods for treatment related to the use or manufacture of our product candidates. Because patent applications can take many years to issue, there may be currently pending patent applications which may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of our product candidates, constructs or molecules used in or formed during the manufacturing process, or any final product itself, the holders of any such patents may be able to block our ability to commercialize the product candidate unless we obtained a license under the applicable patents or until such patents expire or they are finally determined to be held invalid or unenforceable. Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of our formulations, processes for manufacture or methods of use, the holders of any such patent may be able to block our ability to develop and commercialize the product candidate unless we obtained a license or until such patent expires or is finally determined to be held invalid or unenforceable. In either case, such a license may not be available on commercially reasonable terms or at all. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable terms, or at all, our ability to commercialize our product candidates may be impaired or delayed, which could in turn significantly harm our business. Even if we obtain a license, it may be non-exclusive,

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thereby giving our competitors access to the same technologies licensed to us. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

Parties making claims against us may seek and obtain injunctive or other equitable relief, which could effectively block our ability to further develop and commercialize our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. In the event of a successful claim of infringement against us, we may have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay royalties or redesign its infringing products, which may be impossible or require substantial time and monetary expenditure. We cannot predict whether any such license would be available at all or whether it would be available on commercially reasonable terms. Even if such a license is available, it may be non-exclusive, which could result in our competitors gaining access to the same intellectual property. Furthermore, even in the absence of litigation, we may need to obtain licenses from third parties to advance our research or allow commercialization of our product candidates. We may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize our product candidates, which could harm our business significantly.

Lastly, we may need to indemnify our customers and distributors against claims relating to the infringement of intellectual property rights of third parties related to our product candidates. Third parties may assert infringement claims against our customers or distributors. Our agreements with our customers or distributors may require us to initiate or defend protracted and costly litigation on behalf of our customers or distributors, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages on behalf of our customers, suppliers or distributors or may be required to obtain licenses for the product candidates or services they use. If we cannot obtain all necessary licenses on commercially reasonable terms, our customers may be forced to stop using our products or services.

Our intellectual property licensed from third parties may be subject to retained rights.

Our future licensors may retain certain rights under their agreements with us, including the right to use the underlying technology for noncommercial academic and research use, to publish general scientific findings from research related to the technology and to make customary scientific and scholarly disclosures of information relating to the technology. It is difficult to monitor whether our licensors limit their use of the technology to these uses, and we could incur substantial expenses to enforce our rights to our licensed technology in the event of misuse. In addition, while the Khanda Agreements include certain restrictions on Khanda’s ability to develop or license products competitive with Talawar’s product candidates licensed thereunder, these restrictions are time limited and will lapse five years following the effective date of the applicable agreement. Following the expiration of these five-year covenants, Khanda may develop or license competing product candidates to third parties without restriction, subject to the exclusive license held by us. We cannot assure you that these restrictions are, or will remain, sufficient to prevent Khanda from licensing the underlying technology to third parties for uses that compete directly or indirectly with the applicable product candidate. Furthermore, we may not have the practical ability to monitor Khanda’s licensing activities with respect to third parties, and any breach by Khanda of these restrictions may not come to our attention until after material harm has occurred. If Khanda develops, licenses or otherwise makes available to third parties technology that leads to product candidates competitive with ours, this could have a material adverse effect on our competitive position, business, financial condition, results of operations and prospects.

Government agencies may provide funding, facilities, personnel or other assistance in connection with the development of the intellectual property rights owned by or licensed to us. Such government agencies may have retained rights in such intellectual property. The United States federal government retains certain rights in inventions produced with its financial assistance under the Patent and Trademark Law Amendments Act (the “Bayh-Dole Act”), including the right to grant or require us to grant mandatory licenses or sublicenses to such intellectual property to third parties under certain specified circumstances, including if it is necessary to meet health and safety needs that we are not reasonably satisfying or if it is necessary to meet requirements for public use specified by federal regulations, or to manufacture products in the United States. Any exercise of such rights, including with respect to any such required sublicense of these licenses could result in the loss of significant rights and could harm our ability to commercialize licensed products. While we currently are not engaging with university partners, we cannot be sure that any co-developed intellectual property will be free from government rights pursuant to the Bayh-Dole Act. If, in

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the future, we co-own or license in technology which is critical to our business that is developed in whole or in part with federal funds subject to the Bayh-Dole Act, our ability to enforce or otherwise exploit patents covering such technology may be adversely affected.

Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent offices in several stages over the lifetime of the patent. Certain foreign jurisdictions also require the payment of periodic annuity payments to maintain patent applications and avoid their abandonment. The USPTO and various foreign governmental patent agencies require compliance with a number of other procedural, documentary, fee payment and other provisions during the patent application process and following the issuance of a patent. While an inadvertent lapse can in many cases be cured by payment of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. In such an event, we or our licensors may fail to obtain patent protection, and our competitors might be able to enter the market, which would have a material adverse effect on our business.

Intellectual property rights do not necessarily address all potential threats to our business.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations and may not adequately protect our business. The following examples are illustrative:

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others may be able to make biologics that are similar to our product candidates but that are not covered by the claims of any patents that we own or control;

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we or any strategic partners might not have been the first to make the inventions covered by the issued patents or pending patent applications that we own or control, which may cause such patents to be invalidated;

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we or our licensors might not have been the first to file patent applications covering certain of the inventions we own or control, which may prevent the patent applications from being granted or, if already granted, might cause them to be invalidated;

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others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

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it is possible that noncompliance with the USPTO and foreign governmental agencies requirement for a number of procedural, documentary, fee payment and other provisions during the patent process or technology export can result in abandonment or lapse of a patent or patent application and partial or complete loss of patent rights in the relevant jurisdiction;

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pending patent applications that we own or control may not lead to issued patents;

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issued patents that we own or control may be held invalid or unenforceable as a result of legal challenges;

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our competitors might conduct research and development activities in the United States and other foreign countries that provide a safe harbor from patent infringement claims for certain research and development activities, as well as in countries where we do not have patent rights and then use the information learned from such activities to develop competitive product candidates for sale in our major commercial markets;

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we cannot predict the scope of protection of any patent issuing based on our patent applications, including whether the patent applications that we own or in-license will result in issued patents with claims directed to our product candidates or uses thereof in the United States or in other foreign countries;

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there may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection both inside and outside the United States for disease treatments that prove successful, as a matter of public health policy;

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countries other than the United States may have patent laws that are less favorable to patentees than those upheld by U.S. courts, allowing foreign competitors a better opportunity to create, develop and market competing product candidates;

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the claims of any patent issuing based on our patent applications may not provide protection against competitors or any competitive advantages or may be challenged by third parties;

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if enforced, a court may find that our patents are invalid, unenforceable or not infringed;

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we may not develop additional proprietary technologies that are patentable; and

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the patents of others may have an adverse effect on our business, including if others obtain patents claiming subject matter similar to or improving that covered by our patents and patent applications.

We may not be able to protect our intellectual property rights throughout the world, which could negatively impact our business.

Filing, prosecuting and defending patents covering our current and any future product candidates throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can have a different scope and strength than do those in the United States. Consequently, we may not be able to prevent third parties from practicing our or our licensors’ inventions in all countries outside the United States or from selling or importing products made using our or our licensors’ inventions in and into the United States or other countries. Competitors may use our or our licensors’ technologies in jurisdictions where we have not obtained patent protection to develop their own product candidates and, further, may export otherwise infringing product candidates to territories where we or our licensors may obtain patent protection, but where patent enforcement is not as strong as that in the United States. These product candidates may compete with our product candidates in jurisdictions where we and our licensors do not have any issued or licensed patents, and any future patent claims or other intellectual property rights may not be effective or sufficient to prevent them from so competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property, particularly those relating to biopharmaceutical and biotechnology products, which could make it difficult in those jurisdictions for us to stop the infringement or misappropriation of our patent rights or other intellectual property rights, or the marketing of competing products in violation of our proprietary rights. Proceedings to enforce our patent and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Furthermore, such proceedings could put our patent rights at risk of being invalidated, held unenforceable or interpreted narrowly, could put our or our licensors’ patent applications at risk of not issuing and could provoke third parties to assert claims of infringement or misappropriation against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Similarly, if our trade secrets are disclosed in a foreign jurisdiction, competitors worldwide could have access to our proprietary information and we may be without satisfactory recourse.

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Such disclosure could have a material adverse effect on our business. Moreover, our ability to protect and enforce our intellectual property rights may be adversely affected by unforeseen changes in foreign intellectual property laws. In addition, certain developing countries, including China and India, have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In those countries, we and our licensors may have limited remedies if patents are infringed or if we or our licensors are compelled to grant a license to a third party, which could materially diminish the value of those patents. In addition, many countries limit the enforceability of patents against government agencies or government contractors. This could limit our potential revenue opportunities. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

If our trademarks and trade names are not adequately protected, we may not be able to build name recognition in our markets of interest and our business may be adversely affected.

Our current or future trademarks or trade names may be challenged, opposed, infringed, circumvented, invalidated, cancelled, declared generic, determined to be not entitled to registration or determined to be infringing on other marks. During trademark registration proceedings, we may receive rejections of our applications by the USPTO or in foreign jurisdictions. Although we would be given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. Any trademark litigation could be expensive. In addition, we could be found liable for significant monetary damages, including treble damages, disgorgement of profits and attorneys’ fees, if we are found to have willfully infringed a trademark. We may not be able to protect our exclusive right to these trademarks and trade names or may be forced to stop using these names, which we need for name recognition by potential collaborators or customers in our markets of interest. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. We may license our trademarks and trade names to third parties, such as distributors. Though these license agreements may provide guidelines for how our trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and tradenames by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names.

Moreover, any name we propose to use with our product candidates in the United States must be approved by the FDA, regardless of whether we have registered it, or applied to register it, as a trademark. Similar requirements exist in Europe and other jurisdictions. The FDA typically conducts a review of proposed product names, including an evaluation of potential for confusion with other product names. If the FDA (or an equivalent administrative body in a foreign jurisdiction) objects to any of our proposed proprietary product names, we may be required to expend significant additional resources in an effort to identify a suitable substitute name that would qualify under applicable trademark laws, not infringe the existing rights of third parties and be acceptable to the FDA. Furthermore, in many countries, owning and maintaining a trademark registration may not provide an adequate defense against a subsequent infringement claim asserted by the owner of a senior trademark. Trademark-related risks similar to those present in the United States may also be present in foreign jurisdictions.

Additional Risks Related to Ownership of the Post-Closing Company’s Common Stock Following the Business Combination and the Post-Closing Company Operating as a Public Company

We do not know whether an active, liquid and orderly trading market will develop for our common stock or what the market price of our common stock will be, and, as a result, it may be difficult for you to sell your shares of our common stock.

Prior to the Business Combination, there was no public trading market for our common stock. If a liquid market for our common stock does not develop or is not sustained, it may be difficult for you to sell your shares of our common stock at an attractive price or at all. We cannot predict the prices at which our common stock will trade. It is possible that in one or more future periods our results of operations may be below the expectations of public market analysts and investors, and, as a result of these and other factors, the price of our common stock may fall. An inactive market

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may also impair our ability to raise capital by selling our common stock and our ability to acquire other companies, products or technologies by using our common stock as consideration.

The market price of shares of the Post-Closing Company’s common stock may be volatile, which could cause the value of your investment to decline.

If you purchase shares of the Post-Closing Company’s common stock, you may not be able to resell those shares at or above the price you paid. The market price of the Post-Closing Company’s common stock may be highly volatile and may fluctuate or decline significantly in response to numerous factors, some of which are beyond our control, and which include, but are not limited to the following factors:

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volatility and instability in the financial and capital markets;

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adverse macroeconomic conditions or geopolitical events, including any health epidemics and their residual effects, global conflicts, including those involving Ukraine, Russia or Iran, high levels of inflation, heightened interest rates, and bank failures;

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announcements relating to our product candidate, including the results of clinical trials by us or our collaborators and the timing thereof;

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announcements by competitors that impact our competitive outlook;

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negative developments with respect to our product candidate, or similar products or product candidates with which we compete;

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developments with respect to patents or intellectual property rights;

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announcements of technological innovations, new product candidates, new products or new contracts by us or our competitors;

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announcements relating to strategic transactions, including acquisitions, collaborations, licenses, or similar arrangements;

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actual or anticipated variations in our operating results due to the level of development expenses and other factors;

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changes in views of equities research analysts;

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announcement or expectation of additional financing efforts and receipt, or lack of receipt, of funding in support of conducting our business;

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sales of our common stock by us, our insiders, or other stockholders, or issuances by us of shares of our common stock in connection with strategic transactions;

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expiration of market standoff or lock-up agreements entered into in connection with the Business Combination;

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conditions and trends in the pharmaceutical, biotechnology, and other industries;

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recruitment and departures of key personnel;

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regulatory developments within, and outside of, the United States, including changes in the structure of health care payment systems;

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litigation or arbitration;

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general economic, political, and market conditions and other factors; and

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the occurrence of any of the risks described in this section titled “Risk Factors”.

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In recent years, the stock market in general, and the market for pharmaceutical and biotechnology companies in particular, has experienced significant price and volume fluctuations that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing those price and volume fluctuations. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our actual operating performance. These fluctuations may be even more pronounced in the trading market for our stock shortly following the Closing.

Following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against such company. Such litigation could result in substantial costs and a diversion of management’s attention and resources. See also “— Risks Related to General Risk Factors— We may become involved in litigation that could divert management’s attention and harm our business, and insurance coverage may not be sufficient to cover all costs and damages”.

The Merger may result in adverse U.S. federal income tax consequences to U.S. Holders of Public Shares.

As discussed more fully below under “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares,” the U.S. federal income tax consequences of the Merger to U.S. Holders of Public Shares will depend primarily upon (i) whether the Merger qualifies as a reorganization within the meaning of Section 368(a) of the Code and (ii) whether the Merger, taken together with certain related transactions, qualifies as a transaction governed by Section 351 of the Code. Legal counsel to JATT is unable to opine regarding the qualification of the Merger under Section 368(a) of the Code or Section 351 of the Code because of certain legal and factual uncertainties, and there is a material risk that the Merger will be a taxable transaction to U.S. Holders of Public Shares. If the Merger is treated as a taxable transaction, a U.S. Holder that surrenders its Public Shares in connection with the Merger will recognize gain or loss with respect to the Public Shares as discussed below under “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

The tax consequences of the Merger are complex and will depend on a holder’s particular circumstances. All U.S. Holders are urged to consult their tax advisors regarding the tax consequences to them of the Merger, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Merger, including the PFIC rules, see the section entitled “Material U.S. Federal Income Tax Considerations for JATT, Holders of Public Shares and Holders of Talawar Shares.”

Securities of companies formed through mergers such as the Business Combination may experience a material decline in price relative to the share price of the Public Shares prior to the Business Combination.

As with most initial public offerings of a SPAC in recent years, JATT issued shares at $10.00 per share upon the closing of its IPO. As with other SPACs, the $10.00 per share price of JATT reflected each share having a right to redeem such share for a pro rata portion of the proceeds of the IPO held in the Trust Account prior to the Closing and certain other events. Following the IPO the proceeds held in the Trust Account were initially equal to approximately $10.00 per share, and as of September 30, 2026 were equal to approximately $10.16 per share. Following the Closing, the shares outstanding will no longer have any such redemption right and will be solely dependent upon the fundamental value of the Post-Closing Company, which, like the securities of other companies formed through SPAC mergers in recent years, may be significantly less than both the redemption price and the amount per share initially held in the Trust Account upon consummation of the IPO.

Provisions contained in the Post-Closing Company’s Certificate of Incorporation and bylaws and Delaware law could prevent a takeover that stockholders consider favorable and could also reduce the market price of the Post-Closing Company’s stock.

The Post-Closing Company’s Certificate of Incorporation and bylaws and Delaware law contain provisions that could delay or prevent a change in control of the Post-Closing Company. These provisions could also make it more difficult for stockholders to elect directors and take other corporate actions. These include:

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providing that the Post-Closing Company’s Board will be classified into three classes of directors with staggered three-year terms;

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allowing stockholders to remove directors only for cause;

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providing that authorized number of directors may be fixed only by resolution of the Post-Closing Company’s Board;

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providing that vacancies on the Post-Closing Company’s Board may be filled only by a majority of directors then in office, even though less than a quorum;

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authorizing the Post-Closing Company’s Board to adopt or amend bylaws;

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prohibiting cumulative voting in the election of directors;

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eliminating stockholders’ ability to act via written consent;

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providing that a special meeting of stockholders may only be called by the Post-Closing Company’s Board;

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requiring advance notification of stockholder nominations and proposals;

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limiting the liability of, and providing for the indemnification of, the Post-Closing Company’s directors;

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requiring the consent of the Post-Closing Company’s Board and the affirmative vote of a majority of the voting power of the then outstanding voting securities to amend or repeal certain of the foregoing provisions; and

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authorizing the Post-Closing Company’s Board to issue preferred stock with voting or other rights or preferences that could discourage a takeover attempt or delay changes in control.

These provisions may frustrate or prevent any attempts by the Post-Closing Company’s stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of the Post-Closing Company’s Board, which is responsible for appointing the members of the Post-Closing Company’s management. In addition, the provisions of Section 203 of the DGCL govern the Post-Closing Company. These provisions may prohibit large stockholders, in particular those owning 15% or more of the Post-Closing Company’s outstanding voting stock, from merging or combining with the Post-Closing Company for a certain period of time without the consent of Post-Closing Company’s Board unless certain provisions are met.

These and other provisions in the Post-Closing Company’s Certificate of Incorporation and bylaws and under Delaware law could discourage potential takeover attempts, reduce the price investors might be willing to pay in the future for shares of the Post-Closing Company Common Stock and result in the market price of the Post-Closing Company’s common stock being lower than it would be without these provisions.

Conflicts of interest may arise between us and Khanda or us and Access.

We have two non-employee directors that are affiliated with Access and three affiliated with Khanda. The remaining members of the Talawar Board, which is expected to constitute the Post-Closing Company’s Board are not affiliated with Access or Khanda. In addition, Khanda, which owns 9,000,000 Talawar Shares representing approximately 95.0% of the total voting power of the outstanding Talawar Shares, and Access is a principal security holder in Khanda, and upon Closing as a result of the conversion of its SAFE into Post-Closing Company Shares and its participation in the PIPE Financing, will be a significant stockholder of the Post-Closing Company. Upon the Closing, Khanda and Access are anticipated to be beneficial owners of 22.3% and 14.7% of our common stock, respectively, assuming a No Redemptions Scenario.

Our relationship with Khanda and Access and its affiliates may create conflicts of interest, or the appearance of conflicts of interest, when we are faced with decisions that could have different implications on Khanda and Access than the decisions have for us. For example, such conflicts may arise in connection with the Khanda Agreements, including the selection of additional targets and the exercise of the option under the Antibody Discovery and Option Agreement, the negotiation of the terms of any future license agreements, the allocation of resources and expenses,

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the enforcement or defense of intellectual property rights, the pursuit of strategic partnerships or transactions, or the resolution of any disputes that may arise between us and Khanda or Access. We expect that the decision to amend any of the Khanda Agreements or enter into any similar agreements or license agreements with Khanda will be subject to the approval of the Post-Closing Company’s Board. In addition, a conflict of interest, or the appearance of conflicts of interest, may arise as a result of Khanda and/or Access electing to dispose of their Post-Closing Company Common Stock or as a result of the election by Khanda and/or Access to exercise their substantial voting power in contradiction with the desires of the Post-Closing Company Board. Additional developments may arise from time to time that may create an additional conflict of interest, or the appearance of a conflict of interest. All directors owe fiduciary duties pursuant to Delaware law, and directors are expected to comply with their respective fiduciary duties under Delaware law relevant to related party transactions. Our audit committee will be responsible for the review, consideration and approval or ratification of related party transactions and the implementation of any related party transaction approval policy.

Furthermore, because Khanda and Access have interests in other biotechnology companies that may compete with us or pursue similar or complementary product candidates or technologies, they may have an incentive to favor or support such other companies over us. These potential conflicts of interest may make it more difficult for us to favorably advance our business interests and may adversely affect our competitive position, business, financial condition, results of operations and prospects.

If we experience material weaknesses in our internal control over financial reporting in the future or otherwise fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect investor confidence in us and, as a result, the value of our common stock.

We may in the future discover material weaknesses in our system of internal financial and accounting controls and procedures that could result in a material misstatement of our financial statements. Our internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

We, and our independent registered public accounting firm, were not required to perform an evaluation of our internal control over financial reporting as of June 30, 2026 in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we will not in the future identify material weaknesses. Material weaknesses may exist when we become required to report on the effectiveness of our internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act after the Closing.

Once we become subject to Section 404 of the Sarbanes-Oxley Act, if we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we are unable to maintain proper and effective internal controls over financial reporting, we may not be able to produce timely and accurate financial statements. If that were to happen, our investors could lose confidence in our reported financial information, the market price of our stock could decline, and we could be subject to sanctions or investigations by the stock exchange on which our common stock is listed, the SEC or other regulatory authorities.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

The Post-Closing Company will be subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably ensure that information we must disclose in reports we file or submit pursuant to the Exchange Act is accumulated and communicated to management, recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures, or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make any related person transaction disclosures. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people

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or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Our quarterly and annual operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts or any guidance we may publicly provide, each of which may cause our stock price to fluctuate or decline.

We expect our operating results to be subject to quarterly and annual fluctuations which may, in turn, cause the price of our common stock to fluctuate substantially. Our net loss and other operating results will be affected by numerous factors, including:

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variations in the level of expense related to the ongoing development of our product candidates;

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results and timing of preclinical studies and clinical trials, or the addition or termination of any such clinical trials;

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the timing of payments we may make or receive under existing license and collaboration arrangements or the termination or modification thereof;

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our execution of any strategic transactions, including acquisitions, collaborations, licenses, or similar arrangements, and the timing and amount of payments we may make or receive in connection with such transactions;

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any intellectual property infringement lawsuit or opposition, interference, or cancellation proceeding in which we may become involved;

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recruitment and departures of key personnel;

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if our product candidate receives regulatory approval in the future, the terms of such approval, and market acceptance and demand for such products;

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regulatory developments affecting our product candidate or those of our competitors;

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global or regional public health emergencies, including any health epidemics and their residual effects, natural disasters, or major catastrophic events;

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adverse macroeconomic conditions or geopolitical events, including global conflicts, including those involving Ukraine, Russia or Iran, high levels of inflation, heightened interest rates, and bank failures;

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the impacts of inflation and rising interest rates on our business and operations; and

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changes in general market and economic conditions.

If our quarterly or annual operating results fall below the expectations of investors or securities analysts or any forecasts or guidance we may provide to the market, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide. We believe that quarterly or annual comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of our future performance.

Compliance obligations under the Sarbanes-Oxley Act will require substantial financial and management resources.

Talawar is not currently subject to Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Talawar as a privately held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable to the Post-Closing Company after the Business Combination. If the Post-Closing Company is not able to implement the requirements of Section 404, including any additional requirements once the Post-Closing Company is

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no longer an emerging growth company, in a timely manner or with adequate compliance, the Post-Closing Company may not be able to assess whether internal controls over financial reporting are effective, which may subject the Post-Closing Company to adverse regulatory consequences and could harm investor confidence and the market price of the Post-Closing Company’s common stock.

If securities or industry analysts do not publish research or reports about the Post-Closing Company’s business or publish negative reports about its business, the Post-Closing Company’s share price and trading volume could decline.

The trading market for the Post-Closing Company’s common stock will depend on the research and reports that securities or industry analysts publish about the Post-Closing Company and its business. The Post-Closing Company may not be able to obtain or retain analyst coverage. In the event the Post-Closing Company obtains analyst coverage, it will not have any control over such analysts. The market price of the Post-Closing Company’s common stock could decline if its actual results do not match the analysts’ projections. If one or more of the analysts who cover the Post-Closing Company downgrade its shares or change their opinion of its common stock, the Post-Closing Company’s share price would likely decline. If one or more of these analysts cease coverage of the Post-Closing Company or fail to regularly publish reports on the Post-Closing Company, it could lose visibility in the financial markets, which could cause its share price or trading volume to decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of the Post-Closing Company Common Stock may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of Post-Closing Company’s common stock may decline. The market value of Public Shares at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Public Shareholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement is based on the Redemption Price and will not be adjusted to reflect any changes in the market price of Public Shares, the market value of the Post-Closing Company Common Stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, the holders of Post-Closing Company Common Stock will not have any redemption rights like the holders of the Public Shares had before the Business Combination and fluctuations in the price of the Post-Closing Company Common Stock could contribute to the loss of all or part of your investment. The trading price of the Post-Closing Company Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond JATT’s or Talawar’s control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute to potential downward pressures in market value of Public Shares and the Post-Closing Company Common Stock. Additionally, any of the risk factors discussed in this proxy statement/prospectus could have a material adverse effect on your investment in Public Shares and the Post-Closing Company Common Stock, and such securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of Public Shares or the Post-Closing Company Common Stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of the Post-Closing Company Common Stock irrespective of the Post-Closing Company’s operating performance. The stock market in general, and Nasdaq specifically, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to the Post-Closing Company could depress the Post-Closing Company’s share price regardless of the Post-Closing Company’s business, prospects, financial conditions or results of operations. A decline in the market price of the Post-Closing Company’s securities also could adversely affect the Post-Closing Company’s ability to issue additional securities and the Post-Closing Company’s ability to obtain additional financing in the future.

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The Post-Closing Company does not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock, and we do not anticipate paying any cash dividends in the foreseeable future. Additionally, following the Business Combination, the Post-Closing Company currently intends to retain its future earnings, if any, to finance the further development and expansion of its business and does not intend to pay cash dividends in the foreseeable future. Any future determination to pay dividends will be made at the discretion of the Post-Closing Company’s Board, subject to applicable laws. It will depend on a number of factors, including the Post-Closing Company’s financial condition, results of operations, capital requirements, contractual, legal, tax and regulatory restrictions, general business conditions and other factors that the Post-Closing Company Board may deem relevant. In addition, the ability to pay cash dividends may be restricted by the terms of debt financing arrangements, as any future debt financing arrangement likely will contain terms restricting or limiting the amount of dividends that may be declared or paid on the Post-Closing Company’s common stock. As a result, stockholders may not receive any return on an investment in the Post-Closing Company’s common stock unless they sell their shares for a price greater than what they paid for them.

The provisions of the Post-Closing Company’s Certificate of Incorporation requiring exclusive forum in the Court of Chancery of the State of Delaware and the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against our directors and officers, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable.

The Post-Closing Company’s Certificate of Incorporation provides that, to the fullest extent permitted by law, and unless the Post-Closing Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, the federal district court for the District of Delaware) and any appellate court therefrom will be the sole and exclusive forum for (i) any derivative claim or cause of action brought on behalf of the Post-Closing Company, (ii) any claim or cause of action for breach of a fiduciary duty owed by any current or former director, officer, stockholder or other employee of the Post-Closing Company to the Post-Closing Company or the Post-Closing Company’s stockholders, (iii) any claim or cause of action against the Post-Closing Company or any current or former director, officer or other employee of the Post-Closing Company arising out of or pursuant to any provision of the DGCL or the Post-Closing Company’s Certificate of Incorporation or bylaws, as either may be amended from time to time, (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Post-Closing Company’s Certificate of Incorporation or bylaws, as either may be amended from time to time, (v) any claim or cause of action as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or (vi) any claim or cause of action against the Post-Closing Company or any current or former director, officer or other employee of the Post-Closing Company governed by the internal affairs doctrine or otherwise related to the Post-Closing Company’s internal affairs. The Post-Closing Company’s Certificate of Incorporation also provides that, unless the Post-Closing Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the rules and regulations promulgated thereunder, including all causes of action asserted against any defendant to such complaint. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

For the avoidance of doubt, this provision is intended to benefit and may be enforced by the Post-Closing Company, its officers and directors, the underwriter for any offering giving rise to such complaint and any other professional entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the documents underlying the offering.

These provisions may have the effect of discouraging certain lawsuits, including derivative lawsuits and lawsuits against directors and officers of the Post-Closing Company, by limiting plaintiffs’ ability to bring a claim in a judicial forum that they find favorable. The enforceability of similar choice of forum provisions in other companies’ certificates of incorporation or bylaws has been challenged in legal proceedings, and it is possible that, in connection with any applicable action brought against the Post-Closing Company, a court could find the choice of forum provisions contained in the Post-Closing Company’s Certificate of Incorporation to be inapplicable or unenforceable in such action.

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While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions, and there can be no assurance that such provisions will be enforced by a court in those other jurisdictions. Investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Following the Business Combination, the Post-Closing Company is expected to be an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and to the extent the Post-Closing Company takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make the Post-Closing Company’s securities less attractive to investors and may make it more difficult to compare the Post-Closing Company’s performance with other public companies.

Following the Business Combination, the Post-Closing Company is expected to be an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and the Post-Closing Company may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Post-Closing Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, the Post-Closing Company’s stockholders may not have access to certain information they may deem important. Neither we nor JATT can predict whether investors will find the Post-Closing Company’s securities less attractive because the Post-Closing Company will rely on these exemptions. If some investors find the Post-Closing Company’s securities less attractive as a result of its reliance on these exemptions, the trading prices of the Post-Closing Company’s securities may be lower than they otherwise would be, there may be a less active trading market for the securities and the trading prices of the Post-Closing Company’s securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. JATT has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Post-Closing Company as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Post-Closing Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The Post-Closing Company will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of JATT’s IPO, (b) in which the Post-Closing Company has total annual gross revenue of at least $1.235 billion, or (c) in which Talawar is deemed to be a large accelerated filer, which means the market value of the Post-Closing Company’s common stock that is held by non-affiliates exceeds $700 million as of the end of the prior June 30; and (2) the date on which the Post-Closing Company has issued more than $1.0 billion in nonconvertible debt during the prior three-year period. If the Post-Closing Company ceases to be an emerging growth company, the Post-Closing Company will no longer be able to take advantage of certain exemptions from reporting, and, absent other exemptions or relief available from the SEC, the Post-Closing Company will also be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. The Post-Closing Company will incur additional expenses in connection with such compliance and the Post-Closing Company’s management will need to devote additional time and effort to implement and comply with such requirements.

Additionally, after the Business Combination, the Post-Closing Company is expected to be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. The Post-Closing Company will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of the Post-Closing Company’s common stock held by non-affiliates equals or exceeds

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$250 million as of the end of that year’s second fiscal quarter, or (2) the Post-Closing Company’s annual revenues equaled or exceeded $100 million during such completed fiscal year or the market value of the Post-Closing Company’s common stock held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent the Post-Closing Company takes advantage of such reduced disclosure obligations, it may also make comparison of the Post-Closing Company’s financial statements with other public companies difficult or impossible.

Following the Closing, the Post-Closing Company will be required to re-determine its status as a smaller reporting company prior to the time it makes its first filing with the SEC (other than the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act)). If the Post-Closing Company is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the Closing. We expect that the Post-Closing Company will remain a smaller reporting company after the Closing. To the extent that the Post-Closing Company takes advantage of the reduced disclosure obligations available for smaller reporting companies, it may also make comparison of our financial statements with other public companies difficult or impossible.

If a significant number of JATT Ordinary Shares are elected to be redeemed in connection with the Business Combination, the stock ownership of the Post-Closing Company will be more concentrated, which will reduce the public “float” and may adversely affect the market price of the Post-Closing Company’s common stock.

If a significant number of JATT Ordinary Shares are redeemed in connection with the Business Combination, the stock ownership of the Post-Closing Company will be more concentrated within a smaller number of holders. This will reduce the public “float” of the Post-Closing Company’s common stock and may adversely affect the market price and liquidity of such common stock following the Business Combination. In addition, if redemptions are sufficiently large, the “available cash” condition to Closing, which requires available cash of at least $125,000,000 after payment of, or accrual for, transaction expenses, may not be satisfied, in which case the Business Combination may not be completed unless JATT is able to obtain additional financing or we agree to waive or modify such condition. There can be no assurance that any such additional financing would be available on acceptable terms, or at all.

There is no guarantee that the decision by any holder (each, a “Public Shareholder”) of ordinary shares of JATT, par value $0.0001 per share (“JATT Ordinary Shares”) to not redeem their JATT Ordinary Shares will put such shareholders in a better future economic position. Such shareholders will experience immediate dilution as a result of the issuance of Post-Closing Company Common Stock as consideration in connection with the Business Combination, as well as from the PIPE Financing.

If a Public Shareholder decides not to redeem their JATT Ordinary Shares and elects to continue as a holder of the Post-Closing Company Common Stock following the Closing, JATT cannot assure you as to the price at which Public Shareholders may be able to sell the shares of Post-Closing Company Common Stock in the future. Certain events following the consummation of the Business Combination may cause a decrease in the Post-Closing Company Common Stock price over time, and a decision not to redeem JATT Ordinary Shares may ultimately result in a lower value realized by a Public Shareholder relative to a decision to redeem in connection with the Closing. Specifically, if a Public Shareholder does not redeem their shares, such shareholder will bear the risk of ownership of Post-Closing Company Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder will be able to sell their shares of Post-Closing Company Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult his, her, or its own tax or financial advisor for assistance on how this may affect its individual situation.

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Specifically, upon the Business Combination, the percentage ownership of the Post-Closing Company by Public Shareholders who do not redeem their JATT Ordinary Shares will be diluted as a result of the issuance of Post-Closing Company Common Stock as consideration in connection with the Business Combination. If any of the Public Shareholders exercise their redemption rights, the percentage of shares of Post-Closing Company Common Stock held by the former Public Shareholders will decrease and the percentages of outstanding Post-Closing Company Common Stock held by the Sponsor and our stockholders will increase, in each case, relative to the percentage held if none of the JATT Ordinary Shares are redeemed. Public Shareholders who do not redeem will also be diluted by the PIPE Financing, the price per share of which ($10.00) is below the market price of JATT Ordinary Shares as of June 30, 2026 ($11.36).

Subsequent to the consummation of the Business Combination, the Post-Closing Company may issue additional Post-Closing Company Shares, which would increase the number of shares eligible for future resale in the public market and result in dilution to its stockholders.

The Post-Closing Company may issue additional Post-Closing Company Shares or other equity securities of equal or senior rank in the future in connection with, among other things, capital-raising initiatives, future investments and acquisitions, or repayment of outstanding indebtedness, in most cases without stockholder approval.

In addition, pursuant to the Company’s 2026 Stock Incentive Plan (the “2026 SIP”) and 2026 Employee Stock Purchase Plan (the “ESPP”), the Post-Closing Company expects to issue additional Post-Closing Company Shares, or securities exercisable for Post-Closing Company Shares. Once shares are issued pursuant to the 2026 SIP and the ESPP, those shares will become eligible for sale in the public market, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. A total number of shares representing 12% of the fully diluted, and as converted, outstanding Post-Closing Company Common Stock immediately following consummation of the Business Combination are expected to be reserved for future issuance under the 2026 SIP. A total number of shares representing of the fully diluted, and as converted, outstanding Post-Closing Company Common Stock immediately following the consummation of the Business Combination are expected to be reserved for future issuance under the ESPP. The Post-Closing Company expects to file one or more registration statements on Form S-8 under the Securities Act to register Post-Closing Company Shares or securities convertible into or exchangeable for the Post-Closing Company’s issued common stock pursuant to the 2026 SIP and the ESPP. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

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existing stockholders’ proportionate ownership interest will decrease;

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the number of shares eligible for resale in the public market will increase;

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the amount of cash available per share, including for payment of dividends in the future, may decrease;

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the relative voting strength of each share of previously outstanding common stock may be diminished; and

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the market price of the Post-Closing Company’s common stock may decline.

The Post-Closing Company’s executive officers, directors and principal stockholders will have the ability to control or significantly influence all matters submitted to our stockholders for approval.

Upon the consummation of the Business Combination, our executive officers, directors and stockholders beneficially owning 5% or greater of Post-Closing Company Shares will, in the aggregate, beneficially own approximately 66% of the then outstanding Post-Closing Company Shares. As a result, if these stockholders were to choose to act together, they would be able to control or significantly influence all matters submitted to the Post-Closing Company’s stockholders for approval, as well as its management and affairs. For example, these stockholders, if they choose to act together, would control or significantly influence the election of directors and approval of any merger, consolidation or sale of all or substantially all of the Post-Closing Company’s assets. This concentration of voting power could delay or prevent an acquisition of the Post-Closing Company on terms that other stockholders may desire.

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The Post-Closing Company will have broad discretion in the use of cash, cash equivalents and short-term investments and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

The Post-Closing Company will have broad discretion over the use of cash, cash equivalents and short-term investments. You may not agree with the Post-Closing Company’s decisions, and the Post-Closing Company’s use of the proceeds may not yield any return on your investment. The Post-Closing Company’s failure to apply these resources effectively could compromise the Post-Closing Company’s ability to pursue the Post-Closing Company’s growth strategy and we might not be able to yield a significant return, if any, on the Post-Closing Company’s investment of these net proceeds. You will not have the opportunity to influence our decisions on how to use our cash resources.

The Post-Closing Company will incur significant expenses and administrative burdens as a public company, which may adversely affect our business, prospects, financial condition, and results of operations.

We will face increased legal, accounting, administrative and other costs and expenses as a public company that we did not incur as a private company. The Exchange Act, Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the rules and regulations promulgated and to be promulgated thereunder, as well as the Public Company Accounting Oversight Board and the stock exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements require us to carry out activities we have not done previously. For example, we will create new committees for Post-Closing Company’s Board and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors identify additional material weaknesses or significant deficiencies in the internal control over financial reporting), we may incur additional costs rectifying those issues, and the existence of those issues may adversely affect our reputation or investor perceptions of it.

Risks associated with our status as a public company may make it more difficult to attract and retain qualified persons to serve on Post-Closing Company’s Board or as executive officers of the Post-Closing Company. For example, the rules and regulations governing public companies will likely make it more difficult and more expensive for the Post-Closing Company to obtain director and officer liability insurance, and it may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be difficult for the Post-Closing Company to attract and retain qualified people to serve on its board of directors, its board committees or as executive officers. The additional reporting and other obligations imposed by these rules and regulations increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. To the extent necessary to supplement our internal personnel with professional advisors, such costs may be significantly increased. These increased costs will require us to divert a significant amount of money that may otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, resulting in further increased costs.

The Post-Closing Company’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/ prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Post-Closing Company’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of the Post-Closing Company. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

Our business and operations could be negatively affected if we become subject to litigation, including any securities litigation or stockholder activism, which could cause us to incur significant expense, hinder execution of business and growth strategy and impact our stock price.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower and other litigation and claims, and governmental and other regulatory investigations and proceedings.

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Such matters can be time-consuming, divert management’s attention and resources from the operation of our business and cause us to incur significant expenses or liability or require us to change our business practices. Because of the potential risks, expenses, and uncertainties of litigation, from time to time, we may settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Furthermore, in the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Post-Closing Company Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Post-Closing Company’s Board’s attention and resources from our business, which may adversely affect our business, financial condition and results of operations. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to our future, adversely affect our relationships with service providers and make it more difficult to attract and retain qualified personnel. We may also be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters.

Further, our stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Claims for indemnification by the Post-Closing Company’s directors and officers may reduce the Post-Closing Company’s available funds to satisfy successful third-party claims against the Post-Closing Company and may reduce the amount of money available to the Post-Closing Company.

The Post-Closing Company’s Certificate of Incorporation and bylaws provide that the Post-Closing Company will indemnify the Post-Closing Company’s directors and officers, in each case to the fullest extent permitted by Delaware law.

In addition, as permitted by Section 145 of the DGCL, the Post-Closing Company’s bylaws and the indemnification agreements that the Post-Closing Company entered into with the Post-Closing Company’s directors and officers provide that:

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the Post-Closing Company will indemnify the Post-Closing Company’s directors and officers for serving in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

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the Post-Closing Company may, in the Post-Closing Company’s discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

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the Post-Closing Company will be required to advance expenses, as incurred, to the Post-Closing Company’s directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

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the Post-Closing Company will not be obligated pursuant to the Post-Closing Company’s bylaws to indemnify a person with respect to proceedings initiated by that person against the Post-Closing Company or the Post-Closing Company’s other indemnitees, except with respect to proceedings authorized by the Post-Closing Company’s Board of Directors or brought to enforce a right to indemnification;

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the rights conferred in the Post-Closing Company’s bylaws are not exclusive, and the Post-Closing Company is authorized to enter into indemnification agreements with the Post-Closing Company’s directors, officers, employees and agents and to obtain insurance to indemnify such persons; and

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the Post-Closing Company may not retroactively amend the Post-Closing Company’s bylaws provisions to reduce the Post-Closing Company’s indemnification obligations to directors, officers, employees and agents.

Future resales of common stock may cause the market price of the Post-Closing Company’s securities to drop significantly, even if the Post-Closing Company’s business is doing well.

Sales of a substantial number of shares of Post-Closing Company Common Stock in the public market could occur. Following the Closing, there will be an estimated 42,684,278 Post-Closing Company Shares outstanding assuming the No Redemptions Scenario. If the Post-Closing Company’s stockholders sell, or the market perceives that the Post-Closing Company’s stockholders intend to sell, substantial amounts of Post-Closing Company Common Stock in the public market, the market price of the Post-Closing Company’s stock could decline significantly. Following the Business Combination, pursuant to the Registration Rights and Lock-Up Agreement, the holders of Post-Closing Company Shares that are a signatory thereto have agreed not to transfer their respective Post-Closing Company Shares for a period of 180 days following the Closing Date, subject to certain exceptions. See “Proposal No. 1—The Business Combination Proposal—Certain Agreements Related to the Business Combination—Registration Rights and Lock-Up Agreement” for additional information. Additionally, the PIPE Investors will not be restricted from selling any of their shares of the Post-Closing Company’s common stock following the Closing, other than by applicable securities laws.

The PIPE investors, and, once such securities are released from lock-up restrictions, the applicable stockholders will not be restricted from selling shares of the Post-Closing Company Common Stock held by them, other than by applicable securities laws. Sales of a substantial number of shares of the Post-Closing Company’s common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Post-Closing Company’s common stock.

As restrictions on resale end, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the Post-Closing Company’s share price or the market price of the Post-Closing Company’s common stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

Moreover, following the Closing, the Post-Closing Company will be obligated to file one or more registration statements with the SEC for the registration for resale of certain securities held by the Sponsor and certain of the Post-Closing Company’s significant stockholders. If any of these additional shares are sold, or if it is perceived that they will be sold, in the public market, the market price of the Post-Closing Company’s common stock could decline.

Future issuances of debt securities and equity or equity-linked securities may adversely affect the market price of the Post-Closing Company’s common stock and may be dilutive to existing stockholders.

In the future, the Post-Closing Company may incur debt or issue equity ranking senior to its common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that the Post-Closing Company issues in the future may have rights, preferences and privileges more favorable than those of its common stock. Because the Post-Closing Company’s decision to issue debt or equity in the future will depend on market conditions and other factors beyond the Post-Closing Company’s control, the Post-Closing Company cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of the Post-Closing Company’s common stock and be dilutive to existing stockholders.

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There can be no assurance that the Post-Closing Company Common Stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.

Talawar intends to apply to list the Post-Closing Company Common Stock on Nasdaq under the proposed symbol “TLWR” upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, JATT and Talawar are each required to use reasonable best efforts to cause the Post-Closing Company Common Stock issued in connection with the Business Combination to be approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our Extraordinary General Meeting, we may not have received from Nasdaq confirmation of the listing of the Post-Closing Company Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement; provided, however that such condition is also waived by the PIPE Investors. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such listing condition is waived and therefore the Post-Closing Company Common Stock would not be listed on any nationally recognized securities exchange. If such condition is waived, JATT may not recirculate an updated proxy statement/prospectus or solicit a new vote of JATT shareholders prior to proceeding with the Business Combination and the Merger.

The Post-Closing Company’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of The Post-Closing Company’s securities.

If the Post-Closing Company fails to satisfy the continued listing requirements of Nasdaq, such as Nasdaq’s requirements with respect to corporate governance or the minimum closing bid price, Nasdaq may take steps to delist the Post-Closing Company’s securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, the Post-Closing Company can provide no assurance that any action taken by the Post-Closing Company to restore compliance with listing requirements would allow the Post-Closing Company’s securities to become listed again, stabilize the market price or improve the liquidity of the Post-Closing Company’s securities, prevent the Post-Closing Company’s securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if the Post-Closing Company’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Markets, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of the Post-Closing Company’s securities may be more limited than if the Post-Closing Company was quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

There are risks to unaffiliated investors by taking us public through a merger rather than through an underwritten offering.

Unaffiliated investors are subject to certain risks as a result of our going public through a merger rather than through a traditional underwritten initial public offering. Unlike a traditional underwritten initial public offering of our securities, the initial listing of the Post-Closing Company Common Stock as a result of the Business Combination will not benefit from the following:

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the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed securities; and

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underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing.

The lack of such a process in connection with the listing of the Post-Closing Company’s securities could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for the Post-Closing Company’s securities during the period immediately following the listing than in connection with an underwritten initial public offering.

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General Risk Factors

Our insurance policies are expensive and only protect us from some business risks, which will leave us exposed to significant uninsured liabilities.

While we maintain commercial insurance at a level we believe is appropriate against certain risks commonly insured in the industry in which we operate, there is no guarantee that our insurer will cover costs or that we will be able to obtain the desired level of coverage on acceptable terms in the future. Some of the policies we currently maintain include general liability, crime insurance, products liability, workers’ compensation, cyber, directors’ and officers’, employment practices and fiduciary liability insurance. We do not know, however, if we will be able to maintain insurance with adequate levels of coverage. Changes in the market conditions and our business operations may necessitate the addition of new insurance policies or change of our existing insurance policies. Any significant uninsured liability may require us to pay substantial amounts, which would adversely affect our financial position and results of operations.

We also expect that operating as a U.S. public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified people to serve on Post-Closing Company’s Board or on its committees or as executive officers of the Post-Closing Company. We do not know, however, if we will be able to maintain existing insurance with adequate levels of coverage. Any significant uninsured liability may require us to pay substantial amounts, which would negatively affect our business, financial condition and results of operations.

We may become involved in litigation that could divert management’s attention and harm our business, and insurance coverage may not be sufficient to cover all costs and damages.

From time to time we may be subject to litigation claims through the ordinary course of our business operations regarding, but not limited to, securities litigation, employment matters, security of patient and employee personal data, contractual relations with collaborators and licensors and intellectual property rights. We may be exposed to such litigation or investigation even if no wrongdoing occurred. Litigation and investigations are usually expensive and divert management’s attention and resources, which could adversely affect our business and cash resources.

Uncertain global macroeconomic and political conditions could materially adversely affect our business prospects, financial condition, results of operations and cash flows.

Our results of operations could be materially affected by economic and political conditions in the United States and internationally, including inflation, deflation, interest rates, availability of capital, energy and commodity prices, trade laws and the effects of governmental initiatives to manage economic conditions. Potential customers may delay or decrease spending as their business and budgets are impacted by economic conditions. The inability of potential customers to pay us for our services may adversely affect our earnings and cash flows.

Further, the ongoing military conflicts, the United States and other countries have led to, and are likely to lead to additional, market disruptions, including significant volatility in commodity prices, credit, and capital markets, as well as supply chain interruptions for equipment, which could have an adverse impact on our operations and financial performance. Global supply chain disruptions have increasingly affected both the availability and cost of materials, component manufacturing and deliveries. Disruptions such as military conflicts, sanctions, and other countermeasures between nations, as well as any escalation in tension between nations, may result in delays in equipment deliveries and cost escalations that could adversely affect our business prospects, financial condition, results of operations and cash flows.

Risks Related to JATT

Unless the context otherwise requires, references in this subsection “— Risks Related to JATT” to “we”, “us”, and “our” generally refer to JATT in the present tense or the Post-Closing Company from and after the Business Combination.

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The Sponsor, JATT’s directors and officers and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the Public Shareholders generally.

When you consider the recommendation of the JATT Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor and JATT’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the Public Shareholders generally. These interests include, among other things:

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the fact that the Insiders have agreed not to redeem any JATT Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

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the fact that the Sponsor paid an aggregate of $25,000 for the Founder Shares, which will be converted into 1,350,000 shares (after giving effect to the 225,000 Founder Shares surrendered by the Sponsor to JATT for no consideration following the closing of the IPO upon the non-exercise of the underwriters’ over-allotment option and to the Sponsor Forfeiture) of Post-Closing Company Common Stock upon consummation of the Business Combination and that such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $ million based upon the closing price of $ per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of Public Shares and the number of Post-Closing Company Common Stock that the Sponsor will receive upon Closing of the Business Combination, the Sponsor may earn a positive rate of return on their investment even if the Post-Closing Company Common Stock trades below the price initially paid for the Public Shares in the IPO and Public Shareholders experience a negative rate of return following the Closing. Thus, our Sponsor and its affiliates may have more of an economic interest for JATT to, rather than liquidate if JATT fails to complete our initial business combination, enter into an initial business combination on potentially less favorable terms with potentially less favorable, riskier, weaker-performing or financially unstable business, or an entity lacking an established record of revenues or earnings, that would be the case if such parties had paid the full offering price for their Founder Shares;

•

the fact that the Insiders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if JATT fails to complete an initial business combination by April 20, 2028;

•

the fact that the Sponsor purchased 300,000 Private Placement Shares for an aggregate purchase price of $3,000,000 ($10.00 per Private Placement Share) and if JATT does not consummate an initial business combination by April 20, 2028, then the proceeds from the sale of the Private Placement Shares will be part of the liquidating distribution to the Public Shareholders and the Private Placement Shares held by the Sponsor will be worthless. The Private Placement Shares held by the Sponsor had an estimated aggregate market value of approximately $ , based upon the closing price of $ per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that, in the aggregate, the Sponsor has approximately $3,025,000 at risk that depends upon the completion of a business combination, and following the consummation of the Business Combination, the aggregate value of the Sponsor’s investment will be $ , based upon the closing price of $ per JATT Ordinary Share on Nasdaq on , 2026, the most recent practicable date prior to the date of this proxy statement/prospectus;

•

the fact that JATT Ventures II Ltd is the sole general partner of the Sponsor, and its Chairman and Chief Executive Officer, Dr. Someit Sidhu is a limited partner of the Sponsor. Dr. Someit Sidhu is also the sole member of JATT Ventures II Ltd. Dr. Someit Sidhu has voting and investment discretion with respect to the ordinary shares held of record by JATT Ventures II L.P., and therefore may be deemed to beneficially own the JATT Ordinary Shares owned by Sponsor. For more information about our officers’ and directors’ economic interests in the Transactions, see the section entitled “Beneficial Ownership of Securities”;

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•

if the Trust Account is liquidated, including in the event JATT is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to JATT if and to the extent any claims by a third-party for services rendered or products sold to JATT, or a prospective target business with which JATT has entered into a written letter of intent, confidentiality or other similar agreement or merger agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per public share; or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•

the fact that JATT’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination;

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the fact that JATT has certain provisions in its organizational documents that waive the corporate opportunities doctrine on an ongoing basis, JATT’s officers and directors have not been obligated and continue to not be obligated to bring all corporate opportunities to JATT. The potential conflict of interest relating to the waiver of the corporate opportunities doctrine in JATT’s organizational documents did not, to JATT’s knowledge, impact JATT’s search for an acquisition target or prevent JATT from reviewing any opportunities as a result of such waiver;

•

the fact that JATT’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on JATT’s behalf, such as identifying and investigating possible business targets and business combinations and with respect to the PIPE Financing. As of the date of this proxy statement/prospectus, such reimbursement is estimated to be approximately $    in the aggregate. However, if JATT fails to consummate a business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, JATT may not be able to reimburse these expenses if the Transactions or another business combination are not completed within the completion window;

•

the fact that, pursuant to the Registration Rights and Lock-Up Agreement, JATT’s officers and directors, the Sponsor and its members and certain other security holders named therein will have customary registration rights, including demand piggy-back rights, subject to cooperation and cut-back provisions with respect to the Post-Closing Company Common Stock held by such parties following the consummation of the Business Combination;

•

the fact that Arjun Goyal and Christopher Staral, directors of JATT, are each affiliated with an investment fund participating in the PIPE Financing, pursuant to which the PIPE Investors have agreed to buy Post-Closing Company Common Stock at a purchase price of $10.00 per share. The closing price of the JATT Ordinary Shares on Nasdaq was $    per share on    , the Record Date; and

•

the fact that Someit Sidhu, the Chairman and Chief Executive Officer of JATT, a director of Talawar, and an expected director of the Post-Closing Company, is also the Chief Executive Officer and member of the board of Khanda, which is also a principal securityholder of Talawar. Dr. Sidhu recused himself from any JATT Board deliberations or decisions relating to a potential transaction with Talawar. For additional information, please see the section entitled “Certain Relationships and Related Person Transactions—Khanda Agreements.”

As a result of the foregoing interests, the Sponsor and JATT’s directors and officers will benefit from the completion of a business combination, including this proposed Business Combination, and may be incentivized to complete an acquisition of a less favorable target company or on terms that would be less favorable to Public Shareholders.

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The existence of financial and personal interests of one or more of JATT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of JATT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Shareholder Proposals.

The financial and personal interests of the Sponsor, as well as JATT’s directors and officers, may have influenced their motivation in identifying and selecting Talawar as a business combination target, completing an initial business combination with Talawar and influencing the operation of the business following the initial business combination. In considering the recommendations of the JATT Board to vote for the Shareholder Proposals, its shareholders should consider these interests.

The Insiders have agreed to vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, they may hold in favor of the Business Combination and the Sponsor has agreed to also vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares it may hold in favor of the other Shareholder Proposals, regardless of how our Public Shareholders vote.

As of the Record Date, the Insiders beneficially owned, collectively, % of the issued and outstanding JATT Ordinary Shares. The Insiders also may from time to time purchase Public Shares prior to our initial business combination, including the proposed Business Combination. The Articles of Association provide that, if we seek shareholder approval of an initial business combination, such initial business combination must be approved by ordinary resolution under the Cayman Act, which requires the affirmative vote of a majority of the shareholders who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting, and includes a unanimous written resolution. The Insiders have agreed to vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares, they may hold in favor of the Business Combination Proposal (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination Proposal in accordance with Rule 14e-5 under the Exchange Act), regardless of how our Public Shareholders vote while the Sponsor has agreed to also vote all the JATT Ordinary Shares, including the Founder Shares and Private Placement Shares it may hold, in favor of the other Shareholder Proposals, regardless of how our Public Shareholders vote. Accordingly, the agreement by our Insiders will cause us to receive an ordinary resolution, being the requisite shareholder approval for the Business Combination. As a result, JATT would need Public Shares, or approximately % of the issued and outstanding Public Shares, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted). If only the minimum number of shares representing a quorum are voted, JATT would not need any Public Shares to be voted in favor of the Business Combination.

The Business Combination may be unsuccessful and you would have to wait for liquidation in order to redeem your Public Shares.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by the Articles of Association. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time our Public Shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate, or you are able to sell your Public Shares in the open market.

The Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates may elect to purchase Public Shares, which may influence a vote on the Business Combination and reduce the public “float” of the Public Shares.

At any time prior to the Extraordinary General Meeting, during a period when they are not then aware of any material non-public information regarding JATT or its securities, JATT’s officers and directors and/or their affiliates may enter into a written plan to purchase JATT’s securities pursuant to Rule 10b5-1 of the Exchange Act, and may engage in other public market purchases, as well as private purchases, of securities. In addition, at any time at or prior to the Extraordinary General Meeting, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public

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Shares in favor of the Shareholder Proposals or not redeem their Public Shares. They have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

The purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the Shareholder Proposals or (ii) increase the amount of cash available to Post-Closing Company following the Business Combination. Any such purchases of our securities may result in the Closing which may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of JATT and Post-Closing Company securities may be reduced and the number of beneficial holders of JATT and Post-Closing Company securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates anticipate that they may identify the securityholders with whom they may pursue privately negotiated transactions by either the securityholders contacting JATT or Talawar directly or by JATT’s receipt of redemption requests submitted by shareholders (in the case of Public Shares) following the mailing of the proxy materials in connection with the Business Combination. The Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates will select which securityholders to purchase securities from based on the negotiated price and number of securities and any other factors that they may deem relevant, and will be restricted from purchasing securities if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws. To the extent that the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination and redemptions rights (if any) over such purchased securities would be waived by the aforementioned persons.

The Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates were to purchase Public Shares, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•

this proxy statement/prospectus discloses the possibility that the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates may purchase Public Shares outside the redemption process, along with the purpose of such purchases;

•

if the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the redemption price;

•

this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•

the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•

we will disclose in a Form 8-K, before the Extraordinary General Meeting, the following material items:

o

the amount of securities purchased outside of the redemption offer by the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates, along with the purchase price;

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o

the purpose of the purchases by the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates;

o

the impact, if any, of the purchases by the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

o

the identities of the security holders who sold to the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, JATT’s or Talawar’s directors, officers, advisors and their affiliates; and

o

the number of Public Shares for which JATT has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may have a depressive effect on the price of the Post-Closing Company Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Extraordinary General Meeting. In addition, such transactions would have the effect of increasing the likelihood of satisfaction of the requirements that both the Business Combination Proposal and the Merger Proposal are approved while also causing the public “float” of our Public Shares and the number of beneficial holders of our securities to potentially be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us or in the future performance of the post-Business Combination entity.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team, including with respect to JATT Acquisition Corp, is not a guarantee of success with respect to the Business Combination with Talawar. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in JATT or the Post-Closing Company or the returns we will, or are likely to, generate going forward. There can be no assurance that JATT will successfully complete the Business Combination or that an investment in JATT or the Post-Closing Company will be successful.

JATT cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Talawar’s business, including any material omissions or misstatements contained in the registration statement or this proxy statement/prospectus relating to the Business Combination, than an investor in an underwritten initial public offering.

Even though JATT conducted due diligence on Talawar, this diligence may not have surfaced all material issues with Talawar, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of Talawar’s and outside of JATT’s or Post-Closing Company’s control may later arise.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Talawar pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the Post-Closing Company Common Stock that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on Post-Closing Company’s financial condition, results of operations and the share price of Post-Closing Company Common Stock, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

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The fairness opinion received by the JATT Board from Houlihan Capital prior to execution of the Business Combination Agreement does not reflect changes in circumstances subsequent to the date of the opinion, and was based on estimates and assumptions at the date of such opinion.

Houlihan Capital delivered to the JATT Board its written opinion, dated as of June 29, 2026, to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered and qualifications and limitations set forth in the opinion, the purchase price payable by JATT pursuant to the Business Combination Agreement is fair, from a financial point of view, to the shareholders of JATT (other than the Sponsor). The opinion speaks only as of the date of such opinion. The opinion does not speak to the time the Transactions will be completed or to any dates other than the date of the opinion. The opinion does not reflect changes that may occur or may have occurred after the date of the opinion, including changes to the operations and prospects of Talawar, changes in general market and economic conditions or regulatory or other factors. Any such changes may materially alter or affect the relative values of Talawar. JATT has not obtained, and will not obtain, an updated opinion as of the date of this proxy statement/prospectus from Houlihan Capital.

JATT will not have any right to make damage claims against Talawar for the breach of any representation, warranty or covenant made by Talawar in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. As a result, JATT will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Talawar at the time of the Business Combination.

If third parties bring claims against JATT, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.16 per share, which is the estimated redemption price as of September 30, 2026.

Based upon the amount of cash in the Trust Account as of September 30, 2026, the approximate redemption price is $10.16 per share. The actual redemption price for any lawfully submitted redemption requests will be determined at the time of Closing, and the foregoing is merely an estimate at this time.

JATT’s placing of funds in the Trust Account may not protect those funds from third party claims against JATT. Although JATT seeks to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against JATT’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, JATT’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of JATT under the circumstances.

Examples of possible instances where JATT may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with JATT and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if we are unable to complete the Business Combination or another initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination or another initial business combination, JATT will be required to provide for payment of claims of creditors that were not waived that may be brought against JATT within the ten (10) years following Redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter Agreement which is filed as an exhibit to this registration statement of which this proxy statement/prospectus forms a part, the Sponsor has agreed that it will

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be liable to JATT if and to the extent any claims by a third party for services rendered or products sold to JATT (except for its independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under JATT’s indemnity obligations to the IPO’s underwriters for certain liabilities, including liabilities under the Securities Act. However, JATT has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and JATT believes that the Sponsor’s only assets are securities of JATT. Therefore, JATT cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination or another initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, JATT may not be able to complete the Business Combination or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of JATT’s officers or directors will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

JATT’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.00 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, JATT’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While JATT currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to JATT, it is possible that JATT’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If JATT’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to JATT’s Public Shareholders may be reduced below $10.00 per share.

JATT may not have sufficient funds to satisfy indemnification claims of our directors and officers.

JATT has agreed to indemnify its officers and directors to the fullest extent permitted by law. However, JATT’s officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by JATT only if: (i) JATT has sufficient funds outside of the Trust Account; or (ii) JATT consummates an initial business combination. JATT’s obligation to indemnify its officers and directors may discourage shareholders from bringing a lawsuit against its officers or directors for breach of their fiduciary duties. These provisions also may have the effect of reducing the likelihood of derivative litigation against JATT’s officers and directors, even though such an action, if successful, might otherwise benefit JATT and its shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent JATT pays the costs of settlement and damage awards against its officers and directors pursuant to these indemnification provisions.

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If, before distributing the proceeds in the Trust Account to our Public Shareholders, JATT files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against JATT that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of JATT’s shareholders and the per-share amount that would otherwise be received by JATT’s shareholders in connection with JATT’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, JATT files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in JATT’s bankruptcy estate and subject to the claims of third parties with priority over the claims of JATT’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by JATT’s shareholders in connection with our liquidation may be reduced.

If, after JATT distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the JATT Board may be viewed as having breached their fiduciary duties to JATT’s creditors, thereby exposing the members of the JATT Board and JATT to claims of punitive damages.

If, after JATT distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by JATT’s shareholders. In addition, the JATT Board may be viewed as having breached its fiduciary duty to JATT’s creditors and/or having acted in bad faith, thereby exposing itself and JATT to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•

restrictions on the nature of our investments; and

•

restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination, or any other initial business combination

•

In addition, we may have imposed upon us burdensome requirements, including:

o

registration as an investment company with the SEC;

o

adoption of a specific form of corporate structure; and

o

reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination, such as the Business Combination, and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

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In 2024, the SEC provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to JATT and its operations we do not believe that our principal activities will subject us to the Investment Company Act. To this end, JATT was formed for the purpose of completing an initial business combination with one or more businesses, such as the Business Combination with Talawar. Since our inception, our business has been and will continue to be focused on identifying and completing the Business Combination with Talawar, or another initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Articles of Association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.