Leapfrog Acquisition Corp 10-K

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities Market Information Our units, Class A ordinary shares and warrants are each traded on the NASDAQ under the symbol “LFACU,” “LFAC” and “LFACW,” respectively. Holders As of March 20, 2026, there were three holders of record for our units, no holders of record for our Class A ordinary shares, one holder of record for our Class B ordinary shares and no holders of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account, provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the foreseeable future, except if we increase the size of the Initial Public Offering, in which case we will effect a share dividend or other appropriate mechanism immediately prior to the consummation of the Initial Public Offering in an amount necessary to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of the Initial Public Offering (not including the Class A ordinary shares that are included within the private units). Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities On December 8, 2025, simultaneously with the consummation of the Initial Public Offering, the Company consummated the private placement of 328,750 units to the Sponsor and an aggregate of 143,750 units to BTIG, as representative of the underwriters at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,725,000. 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, was 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 that so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (including the securities comprising such units and the Class A ordinary shares issuable upon exercise of the private placement warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants included in the Private Placement Units held by BTIG and/or its designees, will not be exercisable more than five years from the commencement of sales in the Company’s initial public offering in accordance with FINRA Rule 5110(g)(8). Use of Proceeds On December 8, 2025, we consummated the Initial Public Offering of 14,375,000 units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 units, at $10.00 per unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 472,500 Units at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor and BTIG, the representative of the underwriters, generating gross proceeds of $4,725,000. Of the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Units, an aggregate of $143,750,000 was placed in the trust account. Transaction costs amounted to $8,293,874, consisting of $2,875,000 of cash underwriting fees, $5,031,250 of deferred underwriting commissions which will be paid on the consummation of the initial business combination and $387,624 of other offering costs. Repurchases None. Item 6. [Reserved] 72 Table of Contents