Leapfrog Acquisition Corp (LFACU) closes $143.75M SPAC unit offering

Rhea-AI Filing Summary

Leapfrog Acquisition Corporation consummated its initial public offering of 14,375,000 units, including 1,875,000 units issued upon full exercise of the underwriters’ over-allotment option, at $10.00 per unit, generating gross proceeds of $143,750,000.

Each unit consists of one Class A ordinary share and one-half of a redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The company also completed a private placement of 328,750 units to its sponsor and 143,750 units to BTIG, LLC at $10.00 per unit, for additional gross proceeds of $4,725,000, with no underwriting discounts or commissions. A total of $143,750,000 ($10.00 per unit), including $5,031,250 in deferred underwriting commissions, was placed in a trust account for the benefit of public shareholders, and an audited balance sheet as of December 8, 2025 was filed as an exhibit.

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Capital markets analyst

Leapfrog Acquisition’s SPAC IPO closed, raising cash now held in trust.

Leapfrog Acquisition Corporation completed a SPAC-style initial public offering of 14,375,000 units at $10.00 each, including 1,875,000 units from the underwriters’ over-allotment option, for gross proceeds of $143,750,000. Each unit combines one Class A ordinary share with one-half of a redeemable warrant, and each whole warrant is exercisable at $11.50 per share, giving investors equity plus optional upside through warrants.

Alongside the IPO, the company sold 328,750 private placement units to its sponsor and 143,750 units to BTIG, LLC at $10.00 per unit, adding $4,725,000 of gross proceeds without underwriting discounts or commissions. The structure aligns sponsor and underwriter interests through separate, non-publicly offered units that are otherwise identical to the public units, subject to terms described in the registration statement.

A total of $143,750,000, or $10.00 per unit, including $5,031,250 in deferred underwriting commissions, was deposited into a trust account for the benefit of public shareholders with Odyssey Trust Company as trustee. An audited balance sheet as of December 8, 2025, filed as Exhibit 99.1, documents receipt of the IPO and private placement proceeds and establishes the company’s initial financial position as a publicly traded acquisition vehicle.

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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): December 8, 2025

Leapfrog Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42993		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

350 Springfield Avenue, Suite 200 Summit, New Jersey		07901
(Address of principal executive offices)		(Zip Code)

(201) 379-4200

(Registrant’s telephone number, including area code)

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. l 4a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ( 17 CFR 240.I 4d-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		LFACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		LFAC		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		LFACW		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 8.01. Other Events.

As previously reported, on December 8, 2025, Leapfrog Acquisition Corporation, a Cayman Islands exempted company (the “Company”), consummated its initial public offering (the “Offering”) of 14,375,000 units (the “Units”), including 1,875,000 Units issued pursuant to the underwriters’ exercise of their over-allotment option in full. 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 (each, a “Warrant”), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment, pursuant to the Company’s registration statement on Form S-1 (File No. 333-290036) (the “Registration Statement”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $143,750,000.

As previously reported, on December 8, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 328,750 units to LeapFrog Partners LLC, the Company’s sponsor, and an aggregate of 143,750 units to BTIG, LLC, the representative of the underwriters (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $4,725,000 (the “Private Placement”). No underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Units are identical to the Units, except as described in the Registration Statement.

A total of $143,750,000 ($10.00 per Unit) of the net proceeds from the Offering and the Private Placement, which amount includes $5,031,250 in deferred underwriting commissions, was placed in a trust account established for the benefit of the Company’s public shareholders, with Odyssey Trust Company acting as trustee.

An audited balance sheet as of December 8, 2025 reflecting receipt of the proceeds from the Offering and the Private Placement has been issued by the Company and is filed as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Audited Balance Sheet as of December 8,2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

	LEAPFROG ACQUISITION CORPORATION
	By:	/s/ Abhay Pande
	Name:	Abhay Pande
	Title:	President and Chief Investment Officer

Date: December 12, 2025

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FAQ

What did Leapfrog Acquisition Corporation (LFACU) report in this filing?

Leapfrog Acquisition Corporation reported that it consummated its initial public offering of 14,375,000 units at $10.00 per unit, generating $143,750,000 in gross proceeds, and completed a concurrent private placement, with a substantial portion of proceeds placed into a trust account for public shareholders.

How many units did Leapfrog Acquisition Corporation (LFACU) sell in its IPO and at what price?

The company sold 14,375,000 units, including 1,875,000 units from the underwriters’ over-allotment option, at an offering price of $10.00 per unit, for total gross proceeds of $143,750,000.

What securities are included in each LFACU unit?

Each Leapfrog Acquisition Corporation unit consists of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment.

What private placement did Leapfrog Acquisition Corporation (LFACU) complete alongside the IPO?

Simultaneously with the IPO closing, the company completed a private placement of 328,750 units to its sponsor, LeapFrog Partners LLC, and 143,750 units to BTIG, LLC at $10.00 per unit, generating additional gross proceeds of $4,725,000, with no underwriting discounts or commissions paid on this private placement.

How much money did Leapfrog Acquisition Corporation (LFACU) place in its trust account for public shareholders?

The company placed $143,750,000, equal to $10.00 per unit and including $5,031,250 in deferred underwriting commissions, into a trust account established for the benefit of its public shareholders, with Odyssey Trust Company acting as trustee.

What financial statement was filed with this Leapfrog Acquisition Corporation (LFACU) report?

The company filed an audited balance sheet as of December 8, 2025 as Exhibit 99.1, reflecting receipt of proceeds from the initial public offering and the concurrent private placement.