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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
January 8, 2026
Date of Report (Date of earliest event reported)
Lafayette Digital Acquisition Corp. I
(Exact name of Registrant as specified in its charter)
| Cayman Islands |
|
001-43050 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
|
201 South Biscayne Blvd, 28th Floor
Miami, FL |
|
33131 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (305) 913-8999
N/A
(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 |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
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-fourth of one redeemable warrant |
|
ZKPU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
ZKP |
|
The Nasdaq Stock Market LLC |
| Warrants, each whole warrant exercisable for one Class A ordinary share |
|
ZKPW |
|
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 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 January 8, 2026, the registration statement
on Form S-1 (File No. 333-290473) (the “Registration Statement”) relating to the initial public offering (the “IPO”)
of Lafayette Digital Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) was declared effective by the
U.S. Securities and Exchange Commission (the “SEC”).
On January 12, 2026, the Company consummated its
IPO, which consisted of 28,750,000 units (the “Units”), including the exercise in full by the underwriters of an option to
purchase up to 3,750,000 Units at the offering price to cover over-allotments. Each Unit consists of one Class A ordinary share, $0.0001
par value (“Class A Ordinary Share”) and one-fourth of one redeemable warrant of the Company (each, a “Warrant”),
with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, subject to adjustment.
The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $287,500,000.
In connection with the IPO, the Company entered
into the following agreements, forms of which were previously filed as exhibits to the Registration Statement, filed
with the SEC:
| ● | Underwriting
Agreement, dated January 8, 2026, by and between the Company and BTIG, LLC, as representative
of the underwriters in the IPO (“BTIG”),
a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference; |
| ● | Warrant
Agreement, dated as of January 8, 2026, by and between the Company and Continental Stock
Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1
and incorporated herein by reference; |
| ● | Letter
Agreement, dated January 8, 2026, by and among the Company, Lafayette Digital Sponsor I,
LLC (the “Sponsor”) and the officers and directors of the Company, a copy of
which is attached as Exhibit 10.1 and incorporated herein by reference; |
| ● | Investment
Management Trust Agreement, dated as of January 8, 2026, by and between the Company and Continental
Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.2
and incorporated herein by reference; |
| ● | Registration
Rights Agreement, dated as of January 8, 2026, by and among the Company, Lafayette Digital
Sponsor I, LLC and certain security holders of the Company, a copy of which is attached as
Exhibit 10.3 and incorporated herein by reference; |
| ● | Private
Units Subscription Agreement, dated January 8, 2026, by and between the Company and the Sponsor,
a copy of which is attached as Exhibit 10.4 and incorporated herein by reference; |
| ● | Private
Units Subscription Agreement, dated January 8, 2026, by and between the Company and BTIG,
a copy of which is attached as Exhibit 10.5 and incorporated herein by reference; |
| ● | Indemnity
Agreement, dated as of January 8, 2026, by and among the Company and each of the officers
and directors of the Company, a copy of which is attached as Exhibit 10.6 and incorporated
herein by reference; and |
| ● | Administrative
Services Agreement, dated January 8, 2026, by and between the Company and the Sponsor, a
copy of which is attached as Exhibit 10.7 and incorporated
herein by reference. |
As of January 12, 2026, a total of $287,500,000
of the net proceeds from the IPO and the Private Placement (as defined below), which amount included $10,062,500 in deferred underwriting
commissions, was deposited in a trust account established for the benefit of the Company’s public shareholders.
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the
Company consummated a private placement (the “Private Placement”) of an aggregate of 760,000 units (the “Private Units”)
to the Sponsor and BTIG, at a price of $10.00 per Private Unit, generating total proceeds of $7,600,000. Each Private Unit consists of
one Class A Ordinary Share and one-fourth of one redeemable Warrant, with each whole Warrant entitling the holder thereof to purchase
one Class A Ordinary Share for $11.50 per share, subject to adjustment. Of those 760,000 Private Units, the Sponsor purchased 435,000
Private Units and BTIG purchased 325,000 Private Units.
The Private Units are identical to the Units sold
in the IPO except with respect to certain registration rights and transfer restrictions, as described in the Registration Statement. Additionally,
such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances,
as described in the Registration Statement) until 30 days after the completion of the Company’s initial business combination. The
holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private Units and the underlying
securities.
The Private Units were issued pursuant to Section
4(a)(2) of the Securities Act, as the transaction did not involve a public offering.
Item 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 8, 2026, in connection with the IPO,
Jason Glazer and Robert Cusack were appointed to the board of directors of the Company. Alexander Stein, Jason Glazer and Robert Cusack
are independent directors. Effective January 8, 2026, Alexander Stein, Jason Glazer and Robert Cusack were appointed to the Board’s
Audit Committee (with Mr. Glazer serving as chair of the Audit Committee); and Alexander Stein, Jason Glazer and Robert Cusack were appointed
to the Compensation Committee (with Mr. Stein serving as chair of the Compensation Committee).
Following the appointment of Jason Glazer and
Robert Cusack, the Board is comprised of three classes. The term of office of the first class of directors, consisting of Robert Munro,
will expire at the Company’s first annual meeting of shareholders. The term of office of the second class of directors, consisting
of Jason Glazer and Alexander Stein, will expire at the Company’s second annual meeting of shareholders. The term of office of the
third class of directors, consisting of Samuel A. Jernigan IV and Robert Cusack will expire at the Company’s third annual meeting
of shareholders.
On January 8, 2026, in connection with their appointments
to the Board, each of the members of the Board entered into the Letter Agreement as well as an Indemnity Agreement with the Company filed,
respectively, as Exhibits 10.1 and 10.6, herewith.
Other than the foregoing, none of the directors
are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to
any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03. Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
On January 8, 2026, and in connection with the
IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles
of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.
Item 8.01. Other Events.
On January 8, 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 January 12, 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.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated January 8, 2026, by and between the Company and BTIG, LLC, as representative of the underwriters |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association |
| 4.1 |
|
Warrant Agreement, dated as of January 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent |
| 10.1 |
|
Letter Agreement, dated January 8, 2026, by and among the Company, Lafayette Digital Sponsor I, LLC and the officers and directors of the Company |
| 10.2 |
|
Investment Management Trust Agreement, dated as of January 8, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee |
| 10.3 |
|
Registration Rights Agreement, dated as of January 8, 2026, by and among the Company, Lafayette Digital Sponsor I, LLC and certain security holders of the Company |
| 10.4 |
|
Private Units Subscription Agreement, dated January 8, 2026, by and between the Company and Lafayette Digital Sponsor I, LLC |
| 10.5 |
|
Private Units Subscription Agreement, dated January 8, 2026, by and between the Company and BTIG, LLC |
| 10.6 |
|
Indemnity Agreement, dated as of January 8, 2026, by and between the Company and each of the officers and directors of the Company |
| 10.7 |
|
Administrative Services Agreement, dated January 8, 2026, by and between the Company and Lafayette Digital Sponsor I, LLC |
| 99.1 |
|
Press Release Dated January 8, 2026 |
| 99.2 |
|
Press Release Dated January 12, 2026 |
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
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.
| Dated: January 12, 2026 |
|
|
| |
|
|
| |
Lafayette Digital Acquisition Corp. I |
| |
|
|
| |
By: |
/s/ Samuel A. Jernigan IV |
| |
Name: |
Samuel A. Jernigan IV |
| |
Title: |
Chief Executive Officer |
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