Lafayette Digital Acq I

A $250 million tech-focused blank check where insiders effectively pre-place 1,925,000 founder shares plus 385,000 private units with five institutions that have no obligation to vote for a deal, and the excise-tax carve-out means redemption-related tax cost falls outside the trust.

Establishes the full IPO terms: $250M trust ($10.00/share), 24-month deadline with possible shareholder-approved extensions, redemption rights with 15% cap per group, founder shares with nominal cost ($0.003/share), anti-dilution protection for Class B conversion, and detailed sponsor and insider compensation. The filing also discloses a pre-IPO expression of interest from five institutional investors for up to 7M units and indirect founder share interests, which could concentrate ownership. The SPAC is focused on Ethereum-aligned digital-asset and fintech targets.

This filing gives investors their first look at the full terms and risks of the SPAC before the IPO. It includes audited financials (with a going-concern explanatory paragraph), a detailed business strategy targeting Ethereum-aligned digital-asset and fintech companies, sponsor compensation (founder shares at $0.003, private units at $10.00, up to $1.5M in convertible working capital loans), extended lock-ups, redemption mechanics, and the timeline to complete a business combination. The document is essential for evaluating the offering's trust value, dilution, and sponsor incentives.

What changed: A Schedule 13G filing that functionally operates as a routine compliance exhibit containing two Power of Attorney attachments executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC. The filing bears directly on regulatory reporting mechanics rather than SPAC corporate actions. It designates eighteen named employees as lawful attorneys-in-fact, granting them unilateral authority to execute and deliver Rule 13f-1 or Regulation 13D-G filings on behalf of the Goldman Sachs entities concerning securities deemed beneficially owned. The instruments explicitly supersede previously granted authorities dated July 29, 2024, and October 1, 2024, establish a hard expiration date of July 16, 2026, and specify that representation terminates for any agent who ceases employment or relevant functions prior to that expiration. The document contains zero adjustments to acquisition targets, shareholder approval thresholds, trust account withdrawals, extension mechanisms, or sponsor conduct rules. Why it matters: Beyond confirming administrative continuity for SEC ownership disclosures, the text contains no substantive operating claims. Neither entity asserts positions regarding prospective customers, historical or projected revenue, total addressable markets, business strategies, intellectual property, channel partnerships, active litigation, or executive personnel transitions. For investors tracking redemption windows, per-share trust valuations, conversion timelines, or merger execution, this submission provides no directional signal or mechanical trigger; it is strictly procedural housekeeping that requires no shareholder vote, capital commitment, or timeline recalculation by Lafayette Digital Acq I participants.

What changed: A joint filing agreement (Exhibit 99.1) accompanying a Schedule 13G beneficial ownership report. No mechanical terms shifted. The document does not touch redemption schedules, trust accounting, extension options, target acquisition milestones, or sponsor behavior. The named joint filers—Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman—solely executed this paper to consolidate their reporting obligations for a Schedule 13G dated March 31, 2026 under Rule 13d-1(k). Why it matters: Beyond confirming a procedural aggregation of holdings, the filing provides zero substantive insight into Lafayette Digital Acquisition Corp. I’s business trajectory. As contained in the document, there are no allegations or admissions regarding customers, revenue streams, addressable markets, strategic pivots, intellectual property, commercial partnerships, pending litigation, or executive transitions. The text comprises exclusively regulatory boilerplate and signature attributions to Hayley Stein as attorney-in-fact for David J. Snyderman, effective May 13, 2026, referencing compliance with the Securities Exchange Act of 1934.

What changed: 10-K (Annual Report) for fiscal year ended December 31, 2025, filed by Lafayette Digital Acquisition Corp. I, a blank-check SPAC still searching for a target. This is the SPAC's first 10-K, covering the pre-IPO period (inception through December 31, 2025) and including subsequent events for the IPO that closed on January 12, 2026. The filing establishes the redemption mechanics: trust value is $287,500,000, per-share trust value is $10.00, and the deadline to complete a business combination is 24 months from the IPO close (January 12, 2028). No extension or deal announcement has occurred. The filing discloses that the sponsor and BTIG purchased a total of 760,000 private placement units at $10.00 per unit for $7,600,000. The SPAC's business combination target criteria are disclosed, with a stated focus on financial services/technology, including blockchain-enabled financial infrastructure and the broader digital-asset ecosystem, with an expectation to prioritize opportunities aligned with Ethereum. Why it matters: This is the foundational financial filing for a newly-public SPAC. It locks in the trust value ($287.5M / $10.00 per share) and the 24-month deadline (January 2028). It also discloses the terms of the sponsor promote, insider ownership (sponsor holds 25.6% of pro forma shares), and the warrant structure (1/4 warrant per unit, exercisable at $11.50). The specific Ethereum-focused mandate is a differentiator compared to generalist SPACs. The disclosure that the CEO (Mr. Jernigan) founded the Ethereum Monetary Forum with a grant from the Ethereum Foundation signals a deep, possibly unique, sourcing network for potential targets.

What changed: Quarterly report (Form 10-Q) for the period from inception (August 5, 2025) through September 30, 2025, covering the pre-IPO formation period but including subsequent IPO closing details. First quarterly report. Confirms IPO closed on January 12, 2026: 28,750,000 units at $10.00 per unit, full over-allotment exercise, trust funded at $287,500,000 ($10.00 per share). Private placement of 760,000 units at $10.00. Net loss of $58,024 from formation costs. Sponsor promissory note of $101,085 repaid after IPO. No target identified. No changes to redemption mechanics or trust value. Why it matters: Establishes baseline financials and confirms trust per-share value at exactly $10.00 (not $10.17 as might be assumed). Business combination deadline is 24 months from IPO closing (January 12, 2028). No deal activity or target discussions disclosed. Investors should note the trust is precisely $10.00 per share and the company has until January 2028 to complete a deal.

What changed: Form 8-K Current Report and accompanying press release detailing the elective separation and Nasdaq trading commencement of the Class A ordinary shares and warrants underlying the company’s IPO units. The filing announces that commencing February 4, 2026, unit holders may elect to separately trade the underlying securities. Each Unit consists of one Class A ordinary share and one-fourth of one redeemable warrant. Holders requiring separation must direct their brokers to contact Continental Stock Transfer & Trust Company. Unseparated units will continue trading under ZKPU; separated shares will trade under ZKP and separated warrants under ZKPW. The press release specifies that no fractional warrants will be issued and only whole warrants will trade. The registration statement on Form S-1 (333-290473) is recorded as having been declared effective on January 8, 2026. Why it matters: This routine mechanical disclosure does not adjust the redemption calendar, trust account distribution schedule, or the stated January 12, 2028 termination deadline. It contains no announcements regarding target identification, acquisition negotiations, sponsor capital contributions, or trust balance movements. As outlined in the press release attributed to Chief Executive Officer and Chairman Samuel A. Jernigan IV, the blank check vehicle remains focused on pursuing technology sector business combinations. With no shift in deal progress, extension parameters, or sponsor conduct reported, the filing does not materially alter the cash conversion timeline or shareholder voting prerequisites, leaving the SPAC’s searching trajectory intact.

What changed: Form 8-K Current Report disclosing the consummation of the Company’s Initial Public Offering and submitting an audited balance sheet as of January 12, 2026. According to the filing, on January 12, 2026, the Company closed its IPO of 28,750,000 Units at $10.00 per Unit, generating $287,500,000 in gross proceeds, and concurrently closed a private placement of 760,000 Private Units to Lafayette Digital Sponsor I, LLC (435,000 units) and BTIG, LLC (325,000 units) at $10.00 per unit for $7,600,000 in gross proceeds. Management disclosed that $287,500,000 was deposited into a Trust Account administered by Continental Stock Transfer & Trust Company. The filing establishes a 24-month Completion Window from the IPO date, stating that if the Company cannot complete an initial Business Combination within this period, it will liquidate and redeem Public Shares at a pro rata price calculated from the Trust Account balance, expected to be approximately $10.00 per share excluding interest. Transaction costs amounted to $16,395,917, including $5,750,000 in cash underwriting fees and a $10,062,500 deferred underwriting fee owed solely upon consummation of a Business Combination. The Sponsor agreed in a letter agreement to waive redemption rights for Founder and Private Shares and accepted liability if third-party claims deplete the Trust below $10.00 per Public Share, though management explicitly stated it cannot assure the Sponsor can satisfy these obligations since its only assets are Company securities. Why it matters: This filing transitions ZKPU from a shell formation stage to an active searching phase with a definitive liquidity floor and timeline. The 24-month completion window sets the hard deadline for redemptions or a business combination, while the $287,500,000 trust balance anchors the per-share redemption calculation. The document materializes operational risks and capital constraints: working capital outside the trust stands at $1,780,926, subject to an administrative services agreement capping payments to the Sponsor at $20,000 per month. Deal mechanics require any acquired target to hold a fair market value equal to at least 80% of the net trust balance at signing and grant the post-combination entity control exceeding 50% of voting securities. Furthermore, warrant economics are fixed at $11.50 exercise price expiring five years post-deal, and early warrant redemption triggers activate if share prices hit $18.00 over a 20-day period. Management acknowledges geopolitical volatility and inflationary pressures from ongoing conflicts as headwinds that could delay deal sourcing or increase transaction costs, potentially straining the limited $1,780,926 in available operating cash.

What changed: A Joint Filing Agreement appended to a Schedule 13G beneficial ownership report regarding shares of Lafayette Digital Acquisition Corp. I. The filing documents an administrative agreement by which Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Siu Min Wong will submit a single Schedule 13G statement reflecting their aggregate beneficial ownership as of January 13, 2026, pursuant to Rule 13d-1(k). Saul Ahn signed the agreement on behalf of all four parties. According to the filing text, there are no reported amendments to the SPAC’s redemption calendar, trust share valuation, merger extension provisions, target business development, or sponsor management conduct. Why it matters: As a routine securities-law compliance exhibit, the document provides no updates on corporate actions, liquidity parameters, or combination trajectory. It solely confirms coordinated disclosure administration among current security holders. Because the filing contains no operational data, revenue projections, customer claims, partnership announcements, technology disclosures, or litigation reports, it offers no actionable intelligence for investors evaluating redemption windows, trust preservation, or deal progression.

What changed: 8-K Current Report filed to report the closing of the initial public offering (IPO) of Lafayette Digital Acquisition Corp. I, a blank-check company, and the entry into the material agreements governing the IPO, trust, warrants, and insider arrangements. The SPAC completed its IPO on January 12, 2026, selling 28,750,000 units (including full exercise of the over-allotment option) at $10.00 per unit for gross proceeds of $287,500,000. All net proceeds ($287,500,000) were deposited into the trust account. Simultaneously, a private placement of 760,000 units (435,000 to sponsor, 325,000 to BTIG) raised $7,600,000. The trust account now holds $287,500,000 ($10.00 per public share). The deadline to complete a business combination is 24 months from the IPO closing, i.e., January 12, 2028, subject to extension by shareholder vote. The board was expanded with three independent directors, and the company adopted its amended charter. Sponsor and insiders agreed to lock-up on Founder Shares (6 months after deal or $12.00 trigger) and on private placement units (30 days after deal). The administrative services agreement sets $20,000/month fee to sponsor. Why it matters: Establishes the baseline trust value of $10.00 per public share, the 24-month deadline (2028-01-12), and the contractual framework for redemptions, extensions, and sponsor conduct. Investors need this to track trust per share, monitor extensions, and evaluate any future business combination. The filing confirms no target has been selected and that the sponsor has voting and lock-up commitments.

What changed: IPO prospectus under Rule 424(b)(3) (Reg. No. 333-290473) for Lafayette Digital Acquisition Corp. I, a Cayman Islands blank check offering $250,000,000 of 25,000,000 units at $10.00, each unit one Class A ordinary share plus one-fourth of a warrant exercisable at $11.50, with a 45-day over-allotment option for 3,750,000 units; Nasdaq-listed with a technology focus and no target selected or contacted. Sponsor Lafayette Digital Sponsor I, LLC and BTIG, LLC committed to 685,000 private units at $10.00 ($6,850,000; 760,000 units / $7,600,000 if over-allotment is exercised in full), split 435,000 sponsor and 250,000 BTIG. Five unaffiliated institutional non-managing sponsor investors expressed interest in indirectly buying 385,000 private units ($3,850,000) and would receive, at nominal cost, membership interests reflecting 1,925,000 of the sponsor's founder shares; they also indicated interest in buying up to about 7.0 million units in the offering, none individually above 9.9%. On August 28, 2025 the sponsor bought 9,583,333 Class B ordinary shares for $25,000, about $0.003 per share, converting one-for-one at the business combination. Trust proceeds and interest may not be used to pay the Inflation Reduction Act excise tax, and a 15%-of-offering redemption cap applies if a vote is held without a tender offer. Why it matters: A $250 million tech-focused blank check where insiders effectively pre-place 1,925,000 founder shares plus 385,000 private units with five institutions that have no obligation to vote for a deal, and the excise-tax carve-out means redemption-related tax cost falls outside the trust.

What changed: A Joint Filing Agreement (Exhibit 99.1) executed on January 12, 2026, establishing that Lafayette Digital Sponsor I, LLC and Samuel A. Jernigan IV will jointly submit a Statement on Schedule 13G regarding beneficial ownership of the ordinary shares, par value $0.0001 per share, of Lafayette Digital Acquisition Corp. I, a Cayman Islands exempted company. The agreement assigns individual responsibility for the timeliness and accuracy of each party’s own disclosures while explicitly disclaiming liability for the co-filer’s information unless actual knowledge of inaccuracy exists. None. This exhibit contains no updates to the business combination deadline, extension voting mechanics, trustee arrangements, redemption thresholds, or target acquisition progress. It solely codifies the administrative protocol for filing the underlying Schedule 13G beneficial ownership report. Why it matters: The document contains no assertions regarding target demographics, revenue trajectories, market sizing, proprietary technology, commercial partnerships, pending litigation, or executive performance. As the filing explicitly states, the securities carry a par value of $0.0001 per share. By confining its operative language to liability allocation and signature authorization for the undersigned parties, the agreement functions strictly as a procedural compliance instrument. It provides no substantive intelligence on the sponsor’s deal execution conduct, strategic direction, or capital structure adjustments.