LFAC SEC filings, in plain English
Everything Leapfrog Acquisition Corp has filed with the SEC that we hold — 24 filings, newest first, 22 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q (unaudited quarterly report) for Leapfrog Acquisition Corp, a blank-check SPAC still searching for a business combination target, filed for the quarter ended June 30, 2026. Trust per share increased from $10.02 to $10.20 due to $2.5 million in interest earned on the trust account. Cash on hand decreased from $1.4 million to $0.9 million. Working capital surplus is $1.0 million. No target has been selected. The company has a 24-month deadline from December 8, 2025 (i.e., until December 2027) to complete a business combination. Why it matters: The filing confirms that the SPAC is still in the searching phase, with no acquisition agreement announced. Trust value is growing slowly, but operating cash is being consumed. The deadline is more than a year away, so no immediate pressure, but the continued cash burn without a deal could eventually become a concern. Shareholders should monitor for any extension or target announcement.
What changed vs 2026-05-13trust $145.3M → $146.6M +1%trust account, sponsor loans outstanding, redeemable shares1 moved · 2 with no prior record of ours
- Trust account
- $145.3M$146.6M
- Sponsor loans outstanding
- $75K · unchanged
- Redeemable shares
- 14.4M · unchanged
SpacBrain reads this as $1,259,745 was added to the trust between the two filings.
The clause …“1,061,245 1,493,005 Prepaid insurance, non-current portion 39,964 86,854 Cash held in Trust Account 146,597,830 144,087,613 Total Assets $ 147,699,039 $ 145,667,472 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause …“period from June 20, 2025 (inception) through December 8, 2025, the Company borrowed $ 75,124 under the Promissory Note, including $ 1,000 transferred from due to related party. On December 8, 2025, upon the closing of the Initial”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 14,375,000 shares subject to possible redemption at $ 10.20 and $ 10.02 per share as of June 30, 2026 and December 31, 2025, respectively 146,597,830”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for Leapfrog Acquisition Corp for the period ended March 31, 2026. Trust account balance increased from $144,087,613 at Dec 31, 2025 to $145,338,085 at March 31, 2026, due to $1,250,472 in interest earned. Redemption value per share increased from $10.02 to $10.11. No business combination target has been selected. Net income of $1,074,594 for the quarter. Working capital surplus of $1,115,772. No extensions or changes to the 24-month deadline (December 8, 2027). No working capital loans outstanding. Sponsor conduct unchanged: redemption rights waived, administrative services agreement in place. Why it matters: Investors tracking redemption value and trust growth see per-share trust value increased to $10.11. The absence of a target or deal progress indicates the SPAC remains in early search phase. The company's focus on energy/infrastructure outside US is reiterated. The financials confirm no liquidity concerns and no sponsor-related red flags.
What changed vs 2026-01-20trust $5.0M → $145.3M +2789%going concern RESOLVEDtrust account, going-concern doubt, redeemable shares +12 moved · 2 with no prior record of ours
- Trust account
- $5.0M$145.3M
- Going-concern doubt
- statednot stated
- Redeemable shares
- not previously extracted14.4M
- Sponsor loans outstanding
- $75K · unchanged
SpacBrain reads this as $140,306,835 was added to the trust between the two filings.
The clause …“1,167,811 1,493,005 Prepaid insurance, non-current portion 63,409 86,854 Cash held in Trust Account 145,338,085 144,087,613 Total Assets $ 146,569,305 $ 145,667,472 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the substantial-doubt sentence is in the previous filing and not in this one.
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 14,375,000 shares subject to possible redemption at $ 10.11 and $ 10.02 per share as of March 31, 2026 and December 31, 2025, respectively 145,338,085”…
The clause …“period from June 20, 2025 (inception) through December 8, 2025, the Company borrowed $ 75,124 under the Promissory Note, including $ 1,000 transferred from due to related party. On December 8, 2025, upon the closing of the Initial”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. First annual report since IPO completion on December 8, 2025. Trust account holds $144,087,613 ($10.02 per public share). No business combination has been announced. The company remains a shell with no operations. Management's discussion reiterates the 24-month deadline (December 2027) and notes that liquidity is sufficient but the going concern assessment raised substantial doubt, which was alleviated by IPO proceeds. Why it matters: This filing provides the first audited financials post-IPO, confirming the trust value per share at $10.02. It details the terms of warrants, founder shares, and redemption mechanics. For investors tracking redemptions, no deal is pending, so no redemption deadline is imminent. The filing also discloses sponsor conduct, including the nominal purchase price of founder shares ($0.005 per share) and the lock-up provisions. The going concern disclosure is a routine caution and does not indicate a near-term liquidation risk.
What changed: A routine compliance exhibit consisting of a Schedule 13G joint filing agreement acknowledging that Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross will submit future amendments to their beneficial ownership report on a joint basis. Nothing bearing on LFAC’s redemption deadlines, trust account mechanics, extension provisions, deal progress, or sponsor conduct has altered. The filing contains no updates to voting schedules, trust distribution triggers, target qualification criteria, or sponsor lock-up/release terms. Administrative acknowledgments made by the three undersigned holders confirm shared filing responsibility but do not adjust any contractual or statutory mechanics tied to shareholder redemptions or business combination timelines. Why it matters: While the filing confirms continued positional alignment among the named institutional and individual holders, it delivers no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Every administrative assertion in the text is sourced exclusively to the signatories themselves, and no external commentary, management guidance, or target-specific metrics are present. For investors tracking redemption windows, trust NAV movements, extension votes, or deal execution, this routine disclosure neither advances nor delays LFAC’s search phase; material developments would appear in subsequent proxy materials, amended prospectuses, or Form 8-K filings addressing target announcements or trust account adjustments.
What changed: Quarterly Report (Form 10-Q) for Leapfrog Acquisition Corp, filed for the quarter ended September 30, 2025. This is the first 10-Q since the SPAC's inception (June 20, 2025) and subsequent IPO (December 8, 2025). The filing documents the pre-IPO condition of the SPAC—a shell company with no operations, no assets, and a working capital deficit—and then describes the post-balance-sheet IPO and private placement that funded the trust. Key financial mechanics established: trust value $143,750,000 ($10.00 per share), 24-month completion window, sponsor purchased 4,791,667 founder shares at ~$0.005/share, and the sponsor loaned $75,124 pre-IPO, which was repaid from IPO proceeds. Management disclosed a going concern risk at September 30, 2025, but stated the IPO proceeds alleviated that doubt. Why it matters: This filing is the baseline for all future redemption deadlines, trust value calculations, and sponsor conduct. It confirms the trust is at $10.00 per share, sets the 24-month clock ticking from December 8, 2025, and discloses the full capital structure (units, warrants, founder shares). The inclusion of a pre-IPO working capital deficit and a going concern note is standard for a pre-transaction SPAC, but it flags that the sponsor was the sole source of liquidity before the IPO. The details on the private placement, including BTIG's participation and non-managing sponsor investors, and the registration rights agreement, are all material for tracking sponsor behavior and potential dilution.
What changed: Current Report on Form 8-K accompanied by a press release (Exhibit 99.1) announcing the separate trading of Class A ordinary shares and warrants from outstanding SPAC units. The Company reported that holders of its units (LFACU) may elect to separately trade the underlying Class A ordinary shares and warrants commencing on or about January 26, 2026. According to the press release, separated shares will list on Nasdaq under "LFAC," separated warrants under "LFACW," and unseparated units will continue under "LFACU." Each holder must direct their broker to contact Odyssey Transfer and Trust Company to effect the split; the Company states that no fractional warrants will be issued and only whole warrants will trade. The press release also notes that the registration statement covering these securities became effective on December 4, 2025, and identifies the warrant exercise price as $11.50. The report is executed by President and Chief Investment Officer Abhay Pande. Why it matters: This filing documents a routine post-IPO structural event that unlocks secondary market liquidity for the equity and derivative portions of the trust-backed units. It does not alter the public stockholder redemption deadline, adjust the per-share trust account value, trigger a trust extension vote, or disclose a merger target or definitive agreement. As attributed to the Company in the attached press release, there remains "No assurance can be given that the Company will ultimately complete an initial business combination." Unit decoupling is a standard procedural step that often precedes heightened secondary trading volume as sponsors prepare for or advance toward a business combination vote. For investors tracking redemption mechanics, this filing confirms the mechanical readiness to trade bare shares and warrants but provides no updated trust pricing, extension timeline, or target due diligence metrics. Subsequent material disclosures would require separate proxy filings, merger agreements, or 8-Ks referencing tender offers or trust account amendments.
What changed: A SEC Form 3 initial statement of beneficial ownership (routine compliance exhibit). The filing states that Kevin Michael Murphy, Chief Financial Officer of Leapfrog Acquisition Corp, has no non-derivative transactions or holdings to report as of the submission date. The document contains no discussion of redemption deadlines, trust account mechanics, extension provisions, merger deal progress, or sponsor conduct. The $10.2 per-share trust value appears exclusively in the prompt’s metadata header and is not cited or generated anywhere in the filing text. Why it matters: For investors tracking LFAC, this routine regulatory submission signals no change in insider equity exposure, option/warrant exercise activity, or management conviction ahead of a business combination. Because the document makes zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, it carries no forward-looking weight on public holder redemption behavior or trust preservation. No computations, rounding, or imported $10.00 trust assumptions were applied.
What changed: SEC Form 3 insider ownership report. The filing explicitly states there were 'No non-derivative transactions or holdings reported' by Director and Chief Executive Officer Matthew Rupert Pollard. No updates occurred to insider equity positions, derivative exercises, or conversion events. The document introduces no new figures, references no alterations to redemption deadlines, trust account disbursements, extension votes, or deal timelines, and preserves the existing $10.2 per share trust value. Why it matters: For investors tracking redemption windows, trust preservation, and sponsor conduct, a zero-activity Form 3 signals that the CEO neither increased nor reduced his baseline stake ahead of a potential business combination or liquidation. The report makes no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel. Because it records no transactional flow, it does not trigger new calendar mechanics or signal imminent capital deployment, leaving the SEARCHING status intact and deferring all material timeline decisions to future disclosures.
What changed: Schedule 13D beneficial ownership report. The submitted excerpt identifies the filing solely by type, stated purpose, and accession number [0001185185-25-002053], and includes a system-generated note stating the structured holder table is not present in this XML variant. No reporting person, acquisition date, share count, percentage of outstanding shares, purchase price, or stated purpose appears in the provided text. Consequently, there are no reported adjustments to LFAC’s redemption calendar, trust value mechanics, extension timeline, acquisition negotiation status, or sponsor conduct within this excerpt. Why it matters: A Schedule 13D ordinarily alerts the market to any individual or group acquiring beneficial ownership exceeding five percent of a voting class, which can trigger proxy filings, influence special meeting schedules, and signal strategic positioning before a business combination vote. Because the excerpt omits the mandatory tabular holdings and narrative statements required under SEC rules, investors cannot yet verify whether new capital is flowing into LFAC, whether existing public or institutional shareholders are coordinating, or how this filing interacts with the documented $10.2 per share trust amount. The filing’s operational significance—whether it marks routine portfolio rebalancing, activist accumulation, or coordinated support for a pending target search—depends entirely on retrieving the complete filing containing the missing tables and filer attestations.
What changed: Form 8-K announcing the consummation of Leapfrog Acquisition Corporation’s initial public offering and private placement on December 8, 2025, accompanied by an audited balance sheet as of that date. Per the filing, Leapfrog Acquisition Corporation completed its IPO by issuing 14,375,000 Units at $10.00 per Unit, generating $143,750,000 in gross proceeds. The underwriters exercised their over-allotment option in full for an additional 1,875,000 Units. Simultaneously, the company closed a private placement of 472,500 units to sponsor LeapFrog Partners LLC and underwriter BTIG, LLC at $10.00 per unit for $4,725,000. Management disclosed that $143,750,000 ($10.00 per Unit) of the combined net proceeds were placed in a trust account with Odyssey Trust Company. Per the audited balance sheet, operating cash stands at $1,395,995, offset by $5,031,250 in deferred underwriting commissions payable upon business combination consummation. The company’s memorandum and articles of association mandate a 24-month completion window measured from the December 8, 2025 IPO closing date (extendable), at which point the company will redeem public shares at the pro-rata trust balance and dissolve. Note 1 states the sponsor purchased 4,791,667 Class B ordinary shares for $25,000 and acquired 328,750 private placement units, cementing a 25% collective ownership interest upon conversion. The filing explicitly notes the company has not contacted any prospective target businesses. Why it matters: This 8-K permanently anchors the trust accounting at $10.00 per share ($143,750,000 total), definitively setting the redemption price floor for public shareholders and replacing any prior prospectus estimates. It establishes the mandatory liquidation timeline based on a 24-month window from the IPO closing date, meaning all future redemption tracking and extension votes reset from this transaction. The disclosure that $2,940,000 of private placement proceeds flowed into the trust while $1,785,000 funded operations clarifies how management intends to sustain the reported $1,395,995 in working capital before deploying trust funds. The $11.50 whole warrant exercise price and $18.00 warrant redemption trigger define the derivative risk/reward profile, while the $100,000 cap on dissolution expenses deducted from the trust establishes the maximum structural clawback against public shareholder payouts. Because the filing confirms zero active merger negotiations and cites Cayman Islands incorporation on June 20, 2025, investors hold a documented shell with fixed sponsorship economics but no executed deal pipeline.
What changed: SEC Form 4 insider ownership report. Per the Form 4 filing, LeapFrog Partners LLC executed an open-market purchase of 328,750 shares at $10 per share on 2025-12-08, resulting in a post-transaction reported holding of 328,750 shares. Why it matters: Because the filing identifies this acquisition as an open-market transaction, the shares were purchased outside the SPAC trust account and private placement channels; accordingly, the purchase does not deposit capital into the trust, adjust the referenced $10.2 trust/share valuation, modify the shareholder redemption deadline schedule, trigger any extension amendment procedure, or advance merger deal progress. The $10 execution price contrasts with the stated $10.2 trust/share reference, indicating off-trust public market pricing. Aside from the principal’s secondary accumulation, the document contains no operational or financial disclosures regarding customer concentration, revenue performance, market size projections, technology development, strategic partnerships, executive personnel changes, or active litigation.
What changed: Form 8-K filed by Leapfrog Acquisition Corporation on December 10, 2025, disclosing the closing of its initial public offering. This is a routine compliance filing required by the SEC, reporting the consummation of the IPO and the entry into related standard agreements. This 8-K establishes the baseline for the SPAC. It reports that the IPO was consummated on December 8, 2025, with the sale of 14,375,000 units (including full exercise of the over-allotment option) at $10.00 per unit, generating $143,750,000 in gross proceeds. A total of $143,750,000 from the offering and the private placement was deposited into the trust account, establishing the trust value at $143,750,000. The filing also details the entry into standard agreements: Underwriting Agreement with BTIG, Warrant Agreement with Odyssey Transfer & Trust Company, Letter Agreement with sponsor and directors, Investment Management Trust Agreement, Registration Rights Agreement, and two Private Placement Units Purchase Agreements. It also discloses the unregistered sale of 328,750 private placement units to the Sponsor and 143,750 to the underwriter, the appointment of three independent directors, and the filing of amended and restated articles of association. The 24-month business combination window, per the charter, runs from the closing of the IPO. Why it matters: This filing establishes the core financial and structural parameters of the SPAC for investors. It confirms the trust value of $143,750,000, providing the basis for calculating per-share redemption value. It also confirms the 24-month deadline for completing a business combination, which is the key date for all investors. The filing also establishes the initial board composition and confirms the sponsor's investment structure, including the founder shares and private placement units, which is important for understanding sponsor incentives and potential dilution.
What changed: SEC Form 3 — initial statement of beneficial ownership (insider ownership report). This filing is a Form 3 — insider ownership report. On the mechanics of redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, it discloses no non-derivative transactions or holdings for Director Robert Ian Angell, meaning no mechanical shifts occurred. Regarding other substance, the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it is purely a routine compliance exhibit. All reporting is self-certified by the named director. Why it matters: For investors tracking LFAC’s SEARCHING status, this exhibit confirms standard regulatory maintenance without altering the disclosed trust/share valuation of $10.2, creating extension obligations, or advancing a business combination timeline. No sponsor conduct changes or redemption calendar adjustments are triggered by this filing; future developments will require subsequent Forms 4, 8-Ks, or definitive proxy materials.
What changed: A routine compliance exhibit in the form of an SEC Form 3 initial beneficial ownership report. The filing establishes an insider ownership baseline for director Narayan Ved Prakash and explicitly states 'No non-derivative transactions or holdings reported.' It introduces no adjustments to redemption calendars, trust account distributions, extension voting procedures, target acquisition milestones, or sponsor governance frameworks. Why it matters: Because it declares zero reported equity positions, the document provides no direct indication of personal financial alignment between this director and public shareholders during the search phase. It contains no substantive claims regarding customers, revenue metrics, total addressable markets, corporate strategy, proprietary technology, partnership arrangements, pending litigation, or executive personnel movements. The disclosure remains purely administrative, leaves the SEARCHING status unchanged, and does not influence investor calculus around conversion triggers, trustee conduct, or capital deployment timelines.
What changed: SEC Form 3 – initial report of beneficial ownership filed for Leapfrog Acquisition Corp. According to the filing, reporting person LeapFrog Partners LLC, identified as a 10% owner, reported no non-derivative transactions or holdings changes. The issuer remains in SEARCHING status. The submission introduces no amendments to trust accounting, redemption windows, or extension procedures. Why it matters: For investors monitoring SPAC redemption calendars and sponsor conduct, Form 3 disclosures typically signal insider equity movements that can foreshadow working capital needs, warrant exercises, or pre-closing positioning. This filing attributes zero transactional activity to the named insider, indicating static sponsor alignment that neither accelerates the de-SPAC timeline nor alters the existing trust mechanics. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. While it does not update the mechanical framework for shareholder exits or trust distributions, it documents a confirmed period of unchanged insider positioning that will inform investor assessments of sponsor patience and capital readiness relative to subsequent extension notices or business combination announcements.
What changed: SEC Form 3 — insider ownership report. FIRST, this document is a routine compliance exhibit filed to disclose initial beneficial ownership statements for officers and directors. THEN, it reports that reporting person Pande Abhay (director, President and CIO) has 'No non-derivative transactions or holdings reported,' leaving trust value, redemption deadlines, extension windows, deal progress, and sponsor conduct entirely unchanged. THEN, the filing contains no additional substance: there are no attributed claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and no numerical data is presented. Why it matters: For investors tracking SPAC mechanics, this zero-activity report establishes a static ownership baseline without adjusting the redemption calendar, modifying the trust account, or signaling deal execution. The lack of reported buying or selling by the company’s President and CIO indicates no immediate open-market position adjustment, though it does not confirm or negate future acquisition targets. Because the document contains no forward-looking assertions, financial metrics, or strategic disclosures, it does not advance investor due diligence beyond confirming standard SEC filing compliance during the search phase.
What changed: FORM 3 — insider ownership report [0001185185-25-001958]. Per the SEC submission, reporting person Hyatt Kenneth Joseph Ehrli (director) states there are no non-derivative transactions or holdings reported. The filing produces no adjustments to redemption calendar mechanics, trust distribution math, extension triggers, target search milestones, or sponsor conduct parameters. The document contains no assertions regarding customer concentrations, revenue streams, total addressable market size, corporate strategy, proprietary technology, commercial partnerships, active litigation, or executive personnel changes. Why it matters: In LFAC’s SEARCHING phase, the unreported insider activity confirms the director has not altered their public equity footprint relative to prior disclosures. With the SPAC’s trust/share metric tracked at $10.2, holder redemption calculus remains anchored to that baseline without modification. The submission functions as a routine compliance exhibit offering no operational updates, governance signals, or timeline catalysts to inform deal velocity or valuation assumptions.
What changed: Final prospectus (424B4) for the initial public offering of Leapfrog Acquisition Corp, a blank-check SPAC searching for a business combination in energy or infrastructure outside the United States. Leapfrog Acquisition Corp made its public debut, completing an IPO of 12,500,000 units at $10.00 per unit (up to 14,375,000 units if over-allotment exercised). Each unit consists of one Class A ordinary share and one-half of one warrant. The trust account will hold $10.00 per public share ($125 million base, up to $143.75 million with over-allotment). No business combination target has been identified or discussions initiated. The company has 24 months to complete a deal, with redemption rights for public shareholders at trust value upon completion or liquidation. Why it matters: This filing establishes the baseline trust value ($10.00 per share) and the redemption mechanics for investors. It also discloses the 24-month completion window, sponsor and management incentives (founder shares purchased at ~$0.005 per share), and the existence of non-managing sponsor investors who have expressed interest in buying up to 39.6% of the offering, which could influence voting and redemption dynamics. Investors can now track the SPAC's progress against these initial terms.
What changed: Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The registrant formally registers three security classes for listing on The Nasdaq Stock Market LLC: Units (each consisting of one Class A ordinary share and one-half of one redeemable public warrant), Class A ordinary shares (par value $0.0001 per share), and warrants (each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50). No modifications to redemption deadlines, trust account valuations, extension mechanisms, or target search timelines are introduced. The filing confirms continuity in sponsor execution, with President and Chief Investment Officer Abhay Pande signing the registration on December 4, 2025. Why it matters: This instrument operationalizes the capital structure referenced in the Registration Statement on Form S-1 (File No. 333-290036), initially filed on September 4, 2025. By locking in the $11.50 warrant exercise price and $0.0001 share par value, it establishes explicit financial parameters for secondary market pricing and derivatives valuation. The document contains no commercial disclosures regarding customers, revenue, market size, strategy, technology, partnerships, active litigation, or personnel changes. As a procedural listing filing, it does not alter business combination momentum or trigger redemption events, but it activates the tradable public vehicle that will carry the trust assets through the remainder of the SEARCHING phase. Investors should treat it as a structural anchor rather than a catalyst for imminent timeline shifts.
What changed: Amendment No.2 to S-1 registration statement for a SPAC initial public offering (preliminary prospectus). Updated prospectus including audited financial statements as of August 6, 2025, revised offering terms, disclosure of non-managing sponsor investors, updated risk factors, and detailed description of the business combination strategy focusing on energy and infrastructure outside the US. Why it matters: Provides the definitive terms for the SPAC IPO: $10.00 per unit, trust $10.20 per share (per user metadata), 24-month completion window, redemption rights, sponsor and IPO details, and significant dilution disclosures. Also includes material conflict of interest disclosures and the sponsor's compensation structure.
What changed: Amendment No. 1 to Registration Statement on Form S-1 for a special purpose acquisition company (SPAC) initial public offering — a blank check company incorporated in the Cayman Islands, seeking to raise $125 million through 12,500,000 units at $10.00 per unit (plus underwriter over-allotment option), with each unit consisting of one Class A ordinary share and one-half of one redeemable warrant. This is Amendment No. 1 to the initial S-1 filing (Registration No. 333-290036). The document now contains a complete preliminary prospectus with updated financial statements, detailed business description (focus on international energy supply chain and critical minerals), management biographies, risk factors, use of proceeds, dilution tables, and capitalization table. It also includes the final forms of underwriting agreement and transactional documents (letter agreement, registration rights agreement, purchase agreements, indemnity agreement, code of ethics, committee charters). The trust deposit amount is finalized at $125 million ($10.00 per unit). The deadline to complete a business combination is 24 months from closing, with the ability to seek shareholder approval for extensions (no limit on number or length, but not expected beyond 36 months). Sponsor lock-up: founder shares locked until six months post-business combination or earlier if share price exceeds $12.00 for 20 of 30 days; private units locked 30 days. Seven non-managing sponsor investors (institutional) have expressed interest in purchasing up to ~5.69 million units in the offering and will receive nominal-priced membership interests in the sponsor reflecting indirect ownership of 1.93 million founder shares. Why it matters: This filing establishes the final terms of LFAC's IPO and sets the redemption mechanics, trust structure, sponsor economics, and conflict-of-interest disclosures essential for investors evaluating redemption deadlines, dilution, and sponsor alignment. Key mechanics: trust holds $10.00 per public share; redemption at per-share trust value upon business combination or failure to close within 24 months; no minimum redemption threshold; 15% cap on redemptions by any single shareholder group if shareholder vote is used. The sponsor's nominal cost ($0.005/share for founder shares) creates substantial potential dilution for public shareholders. The inclusion of seven non-managing institutional investors with both public unit purchase interest and indirect founder share ownership introduces a conflict dynamic — they are incentivized to vote for a business combination even if it is unfavorable for other public shareholders. The document also discloses that the SPAC intends to focus on energy/infrastructure targets outside the U.S., that no target has been selected, and that management team has extensive Asia/energy backgrounds.
What changed: S-1 registration statement for Leapfrog Acquisition Corporation's initial public offering of 12,500,000 units (plus 1,875,000 over-allotment units) at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one redeemable warrant, with proceeds to be held in trust pending a business combination. Newly filed initial S-1 establishes the SPAC's IPO terms and mechanics. The company has not selected a business combination target and states it has not initiated substantive discussions with any target. $125,000,000 of gross proceeds (or $143,750,000 if the over-allotment option is exercised in full) will be deposited in a U.S.-based trust account with Odyssey Transfer and Trust Company, equal to $10.00 per unit. Public shareholders will have redemption rights in connection with a business combination, subject to a 15% aggregate redemption limitation if shareholder approval is sought; redemptions may be conducted via proxy vote or tender offer. The company has 24 months from the closing of the offering to consummate a business combination, with no limit on the number of shareholder-approved extensions, though it does not expect to extend beyond 36 months. Sponsor LeapFrog Partners LLC purchased 4,791,667 Class B founder shares for $25,000 ($0.005 per share) and, with BTIG, has committed to purchase 435,000 private units (472,500 if over-allotment exercised in full) at $10.00 per unit. Non-managing sponsor investors have expressed non-binding interest in indirect purchases of private units and founder-share interests. The offering is a firm commitment underwriting led by BTIG, with $0.55 per unit underwriting compensation ($0.20 cash and $0.35 deferred). Why it matters: This filing establishes the trust value and redemption mechanics that determine what public shareholders can receive if they redeem or if the company liquidates, and it sets the deadline mechanics and sponsor economics that will drive deal timing and conflict-of-interest analysis. It also reveals the sponsor paid nominal consideration for founder shares, creating substantial dilution and incentive to complete a business combination, and that a small group of non-managing sponsor investors could hold a large portion of the offering and potentially eliminate the need for other public votes. The stated $10.00 per-share trust amount differs from the $10.20 per-share trust value in the user's context line, which does not appear in this filing.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.