Leapfrog Acquisition Corp. 10-K Summary (Fiscal Year Ended December 31, 2025)
Business Context and Reporting Period
Company: Leapfrog Acquisition Corporation (Leapfrog)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: June 20, 2025)
Status: Cayman Islands exempted company; Special Purpose Acquisition Company (SPAC); Emerging Growth Company; Smaller Reporting Company.
Objective: To effect a merger, amalgamation, or similar business combination with one or more businesses, focusing on energy, infrastructure, and critical minerals sectors, particularly outside the United States.
Operations: No operating revenues to date. All activity relates to formation and the Initial Public Offering (IPO).
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Income | $205,296 |
| Interest Income (Trust Account) | $337,613 |
| General & Administrative Expenses | $132,317 |
| Cash (Operating) | $1,395,995 |
| Cash Held in Trust Account | $144,087,613 |
| Working Capital | $1,268,205 |
| Deferred Underwriting Fee | $5,031,250 |
| Shares Outstanding (Class A Public) | 14,375,000 |
| Shares Outstanding (Class B Founder) | 4,791,667 |
Material Changes and Capital Structure
- Initial Public Offering (IPO): Consummated on December 8, 2025. Sold 14,375,000 Units (including full over-allotment) at $10.00 per unit, generating gross proceeds of $143,750,000.
- Private Placement: Simultaneously sold 472,500 Private Placement Units to the Sponsor and underwriters (BTIG) at $10.00 per unit, generating $4,725,000.
- Trust Account: $143,750,000 was deposited into the Trust Account at closing. As of December 31, 2025, the balance grew to $144,087,613 due to interest earnings.
- Transaction Costs: Total costs were $8,293,874, comprising $2,875,000 in cash underwriting fees, $5,031,250 in deferred underwriting commissions, and $387,624 in other offering costs.
- Founder Shares: Sponsor purchased 4,791,667 Class B shares for $25,000 (approx. $0.005/share). These represent 25% of the post-IPO equity (excluding private placement shares).
Guidance, Outlook, and Risks
Completion Window: The Company has 24 months from the IPO closing (December 8, 2025) to consummate an initial business combination. This deadline may be extended with shareholder approval.
Liquidity and Going Concern: Management concluded that the liquidity condition raises substantial doubt about the Company's ability to continue as a going concern within one year, absent the proceeds from the IPO. Management believes the IPO proceeds alleviate this doubt.
Key Risks:
- Redemption Risk: Public shareholders may redeem shares for cash upon a business combination, potentially reducing funds available for the transaction.
- Extension Risk: If the combination is not completed within 24 months, the Company will liquidate and redeem public shares at the pro-rata Trust Account balance (approx. $10.02/share as of year-end).
- Geopolitical Factors: Conflicts in Ukraine, Iran, and the Middle East may disrupt markets and target operations.
- Regulatory Compliance: Subject to new SEC SPAC rules and potential Investment Company Act classification risks.
- Related Party Conflicts: Sponsor and management have significant financial incentives to complete a transaction, even if the target is risky, due to the nominal cost of founder shares.
Investor Verification Checklist
- Trust Account Balance: Verify the current pro-rata redemption value per share, which fluctuates with interest rates and market conditions.
- Extension Provisions: Review the specific terms required to extend the 24-month completion window and the associated redemption rights for shareholders.
- Deferred Fees: Confirm the $5,031,250 deferred underwriting fee obligation and its impact on net cash available post-transaction.
- Related Party Loans: Monitor for any Working Capital Loans from the Sponsor (up to $1,200,000 convertible) that may be drawn down prior to a deal.
- Target Criteria: Assess future target announcements against the stated focus on energy, infrastructure, and critical minerals outside the U.S.