false
--12-31
0002109823
0002109823
2026-09-17
2026-09-17
0002109823
LEDR:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2026-09-17
2026-09-17
0002109823
LEDR:ClassOrdinarySharesParValue0.0001PerShareMember
2026-09-17
2026-09-17
0002109823
LEDR:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtPriceOf11.50PerShareMember
2026-09-17
2026-09-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): September 23, 2026 (September 17, 2026)
Leader’s Advantage Acquisition Corp.
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
333-296772 |
|
98-1898982 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1288 NJ-73, Suite 401,
Mt Laurel Township, NJ 08054
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (856) 533-1866
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one-half of one Redeemable Warrant |
|
LEDRU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
LEDR |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole warrant exercisable for one Class ordinary share at a price of $11.50 per share |
|
LEDRW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On September 21, 2026,
Leader’s Advantage Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”)
of 15,000,000 units (the
“Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary
Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling
the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating
gross proceeds to the Company of $150,000,000. The Company has granted the underwriters a 45-day option to purchase up to an additional 2,250,000 Units at the initial public offering
price to cover over-allotments, if any.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-296772) related to the IPO, originally
filed with the U.S. Securities and Exchange Commission (the “Commission”) on September 14, 2026 (as amended, the “Registration
Statement”):
| ● | An Underwriting Agreement, dated
September 17, 2026, by and among the Company, Clear Street LLC and D. Boral Capital LLC (the “Underwriters”), a copy
of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| ● | A Warrant Agreement, dated September
17, 2026, by and between the Company and Odyssey Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as
Exhibit 4.1 hereto and incorporated herein by reference. |
| ● | An Investment Management Trust
Agreement, dated September 17, 2026, by and between the Company and Odyssey Stock Transfer & Trust Company, as trustee, a copy of
which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| ● | A Registration Rights Agreement,
dated September 17, 2026, by and among the Company, the Company’s sponsor, Leader’s Advantage Company, LLC (the “Sponsor”)
and the Underwriters, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Shares Purchase Agreement, dated September 17, 2026 (the “Underwriter Shares Purchase Agreement”), by and among the Company and the Underwriters, a copy of which is attached as Exhibit 10.3(a) hereto and incorporated herein by reference. |
| |
|
|
| |
● |
A Private Placement
Warrants Purchase Agreement, dated September 17, 2026 (the “Sponsor Warrant Purchase Agreement”), by and between
the Company and the Sponsor, a copy of which is attached as Exhibit 10.3(b) hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated September 17, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
|
|
| |
● |
An Administrative Services Agreement, dated September 17, 2026, by and among the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant
to the Underwriter Shares Purchase Agreement, the Company completed the private sale of an aggregate of 193,125 Class A ordinary shares (the “Private
Placement Shares”) to the Underwriters at a purchase price of $10.00 per Private Placement Share, generating gross proceeds
to the Company of $1,931,250. The Private Placement Shares are identical to the Class A ordinary shares included in the Units sold as
part of the Units in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were
paid with respect to such sale. The issuance of the Private Placement Shares was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act of 1933, as amended.
Simultaneously
with the closing of the IPO, pursuant to the Sponsor Warrant Purchase Agreement, the Company completed the private sale of an
aggregate of 1,750,000 warrants (the “Private Placement Warrants”) to the Sponsor at a purchase price of $2.00
per Private Placement Warrant, generating gross proceeds to the Company of $3,500,000. The Private Placement Warrants are identical
to the Warrants included in the Units sold as part of the Units in the IPO, except as otherwise disclosed in the Registration
Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement
Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as
amended.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
The Company’s Amended and Restated Memorandum
and Articles of Association (the “Memorandum and Articles”) was approved on September 17, 2026. A description of the
Memorandum and Articles is contained in the section of the prospectus, dated September 17, 2026 pursuant to Rule 424(b) under the Securities
Act (the “Prospectus”), entitled “Description of Securities” and is incorporated herein by reference. The
description is qualified in its entirety by reference to the full text of the Memorandum and Articles, which is attached as Exhibit 3.1
to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
Item 8.01. Other Events.
A total of
$151,125,000 of the proceeds from the IPO (which amount includes $6,000,000 of the underwriter’s deferred discount) was placed
in a U.S.-based trust account maintained by Odyssey Stock Transfer & Trust Company acting as trustee. Except with respect to
interest earned on the funds held in the trust account that may be released to the Company to pay its taxes (less up to $100,000
interest to pay dissolution expenses), the funds held in the trust account will not be released from the trust account until the
earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of any of the
Company’s public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and
restated certificate of incorporation (a) to modify the substance or timing of its obligation to redeem 100% of the Company’s
public shares if it does not complete its initial business combination within 18 months from the closing of the IPO or (b) with
respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the
redemption of the Company’s public shares if it is unable to complete its initial business combination within 18 months from
the closing of the IPO, subject to applicable law.
On September 17, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On September 21, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated September 17, 2026, by and between the Company and Clear Street LLC |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated September 17, 2026, by and between the Company and Odyssey Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, dated September 17, 2026, by and between the Company and Odyssey Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated September 17, 2026, by and among the Company, the Sponsor and the Underwriters. |
| |
|
|
| 10.3(a) |
|
Private Placement Shares Purchase Agreement, dated September 17, 2026, by and among the Company and the Underwriters. |
| |
|
|
| 10.3(b) |
|
Private Placement Warrants Purchase Agreement, dated September 17, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated September 17, 2026, by and among the Company, its officers, its directors and the Sponsor. |
| |
|
|
| 10.5 |
|
Administrative Support Agreement, dated September 17, 2026, between the Company and the Sponsor. |
| |
|
|
| 99.1 |
|
Press Release, dated September 17, 2026 |
| |
|
|
| 99.2 |
|
Press Release, dated September 21, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Leader’s Advantage Acquisition Corp. |
| |
|
|
| |
By: |
/s/
Dr. Paritosh M. Chakrabarti |
| |
|
Name: |
Dr. Paritosh Chakrabarti |
| |
|
Title: |
Chairman and Chief Executive Officer |
| |
|
|
| Dated: September 23, 2026 |
|
|
Exhibit 99.1
Leader’s
Advantage Acquisition Corp. Announces Pricing of $150 Million Initial Public Offering
Mount Laurel Township, NJ, Sept. 17, 2026 (GLOBE
NEWSWIRE) -- Leader’s Advantage Acquisition Corp. (the “Company”), a blank check company whose business purpose
is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, announced today that it has priced its initial public offering of 15,000,000 units at $10.00 per unit. Each
unit consists of one Class A ordinary share and one-half of one redeemable warrant. The units will be listed on the Nasdaq Global Market
(“Nasdaq”) and will begin trading tomorrow, September 18, 2026, under the ticker symbol “LEDRU." Each whole warrant
is exercisable to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Only whole warrants are exercisable
and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected
to be listed on the Nasdaq under the symbols “LEDR” and “LEDRW,” respectively. The offering is expected to close
on September 21, 2026, subject to customary closing conditions.
Clear Street LLC is acting as lead bookrunner
and D. Boral Capital LLC is acting as bookrunner for the offering. The Company has granted the underwriters a 45-day option to purchase
up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by means
of a prospectus. When available, copies of the final prospectus relating to the offering may be obtained from: Clear Street LLC, Attn:
Syndicate Department, 150 Greenwich Street, 45th Floor, New York, NY 10007, or via email at ecm@clearstreet.io and D. Boral
Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022, or via email at dbccapitalmarkets@dboralcapital.com.
A registration statement on Form S-1 (File No.
333-296772) relating to the securities was filed with, and declared effective by, the Securities and Exchange Commission (“SEC”)
on September 17, 2026. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute
“forward-looking statements.” Forward-looking statements include, but are not limited to, statements related to the anticipated
use of proceeds, that the offering will be completed on the terms described above or at all, or that the Company will ultimately complete
a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control
of the Company, including those set forth in the “Risk Factors” section of the Company's registration statement filed with
the SEC and the preliminary prospectus included therein. Copies of these documents are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required
by law.
About Leader’s Advantage Acquisition
Corp.
Leader’s Advantage Acquisition Corp. is
a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination with one or more businesses. The Company intends to focus on completing a business combination
with an established business of scale poised for continued growth, within the healthcare, specialty chemicals, pharmaceutical, and defense
industries.
Media Contact:
Paul Weiss
pweiss@pmc-group.com
Exhibit 99.2
Leader’s Advantage Acquisition Corp.
Announces Closing of $150,000,000 Initial Public Offering
Mt laurel Township, NJ, Sept. 21, 2026 (GLOBE
NEWSWIRE) -- Leader’s Advantage Acquisition Corp. (Nasdaq: LEDRU) (the “Company”), a blank check company whose business
purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses, announced today the closing of its previously announced initial public offering of 15,000,000 units. The
units were sold at a price of $10.00 per unit. The Company’s units began trading on September 18, 2026 on the Nasdaq Global Market
under the symbol “LEDRU”. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole
warrant is exercisable to purchase one Class A ordinary share of the Company at a price of $11.50 per share. Only whole warrants are exercisable
and will trade. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected
to be listed on the Nasdaq Global Market under the ticker symbols “LEDR” and “LEDRW,” respectively.
The Company’s primary focus will be
on completing a healthcare-focused business combination with an established business of scale along with first-in-class drug candidates
with large addressable markets poised for continued growth, led by a highly regarded management team, that the Company’s management
believes would benefit from financial, operational, strategic or managerial enhancement to maximize value. The Company is led by Dr. Paritosh
M. Chakrabarti, Chairman and Chief Executive Officer, Dr. Raj Chakrabarti, President, and Edward Krynski, Chief Financial Officer.
Clear Street LLC acted as lead book-running
manager and D. Boral Capital LLC acted as bookrunner for the offering. The Company has granted the underwriters a 45-day option to purchase
up to 2,250,000 additional units at the initial public offering price to cover over-allotments, if any.
A registration statement
on Form S-1 (File No. 333-296772), as amended, relating to the securities has been filed with the Securities and Exchange Commission
(“SEC”) and was declared effective on September 17, 2026. The public offering was made only by means of a prospectus. Copies
of the final prospectus relating to the offering may be obtained from: Clear Street LLC, Attn: Syndicate Department, 150 Greenwich Street,
45th Floor, New York, NY 10007, or via email at ecm@clearstreet.io and D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York,
NY 10022, or via email at dbccapitalmarkets@dboralcapital.com.
This press release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in
which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains
statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds
from the offering and the Company’s expectations regarding its ability to complete a business combination. No assurance can be
given that the Company will ultimately complete a business combination transaction in the sector it is targeting, or at all. Forward-looking
statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the
“Risk Factors” section of the Company’s registration statement filed with the SEC and the final prospectus for the Company’s
initial public offering filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company
undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
About Leader’s Advantage Acquisition
Corp.
Leader’s Advantage Acquisition Corp.
is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one or more businesses. The Company intends to focus on completing a business
combination with an established business of scale poised for continued growth, within the healthcare, specialty chemicals, pharmaceutical,
and defense industries.
Media Contact:
Paul Weiss
pweiss@pmc-group.com
