Leapfrog Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal year ended December 31, 2025. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) of the Exchange act) during the most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the year ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 76 Table of Contents PART III Item 10. Directors, Executive Officers and Corporate Governance Our current directors and executive officers are as follows: Name Age Position Matthew Pollard 58 Board Member and Chief Executive Officer Abhay N. Pande 58 Board Member and President and Chief Investment Officer Kevin M. Murphy 65 Chief Financial Officer R. Ian Angell 64 Board Member Kenneth Hyatt 69 Board Member Ved P. Narayan 59 Board Member Matthew R. Pollard has more than 30 years of experience as a senior executive and investment banker, with expertise in direct investment, private equity, and infrastructure development across Asia. Since January 2014, he has served as founder and managing director of Capital Partners Group, a Singapore-based investment banking firm focused on capital raising and M&A advisory in the energy and infrastructure sectors. From July 2018 to July 2021, Mr. Pollard served as chief executive officer of Keppel Infrastructure Trust, an infrastructure business trust listed on the Singapore Exchange. As chief executive officer of Keppel Infrastructure Trust, he led a business transformation that included restructuring the fund management team, raising $1.1 billion in capital, and acquiring IXOM (a leading industrial and infrastructure firm in Australia and New Zealand) and Philippine Coastal Storage and Pipeline Corporation (the operator of the petroleum storage and pipeline facilities of the former U.S. military bases in the Philippines). Prior to his experience at Keppel Infrastructure Trust, Mr. Pollard was managing director of Keppel Capital from November 2017 to June 2018, chairman of Honiton Energy from February 2009 to May 2015, and managing director and head of infrastructure at Arcapita, an Islamic asset management firm from 2008 to September 2013. His background in banking and finance includes roles as director and co-head of energy, power and chemicals investment banking in Asia at Citigroup Corporate and Investment Banking from 2006 to 2008, managing director and head of corporate finance & origination in Asia at Dresdner Kleinwort Wasserstein from 2001 to 2006. Mr. Pollard holds a B.A. from Columbia University and an M.B.A. from the University of Chicago Booth School of Business. Abhay N. Pande has more than 30 years of experience in investment banking, private equity investing, and corporate strategy. Since 2020, he has been managing director at Princeton Capital Advisors, a global independent advisory firm, where he advises on mergers and acquisitions, capital raising, and strategic partnerships, with a focus on the energy, health care, and infrastructure sectors. Since 2017, he has also served as a senior advisor to the DGA Group, a global strategy firm. Mr. Pande currently serves as chairman of Ironmont Hydro Ltd., a Singapore-based investment company (since July 2016); member of the board of directors of Docketscope Inc., a privately owned SaaS regulatory technology company serving U.S. federal government agencies (since February 2022); and advisory board member of Clarendon Capital, a transportation- and logistics-focused private equity firm (since January 2019). Since December 2024, Mr. Pande has also served as a member of the board of directors and chair of the audit committee of zSpace Technologies Inc., a Nasdaq-listed company specializing in augmented and virtual technologies. Since June 2025, Mr. Pande has served as a member of the board of advisors for the Irving Institute for Energy and Society at Dartmouth College. Mr. Pande previously served as director of PT Arkora Hydro Tbk, a Jakarta exchange-listed hydroelectric power developer from November 2015 to August 2023. From 2013 to 2016, he was managing director at American Capital Energy and Infrastructure, a division of American Capital, a publicly listed private equity and asset management firm. While there, he originated, executed, and oversaw private equity investments in clean energy and infrastructure across emerging markets, was involved in fundraising and served on the investment committee. Previously, Mr. Pande spent 15 years at Citigroup’s investment banking division (formerly Salomon Smith Barney), where he held senior roles including managing director in the U.S. energy investment banking group, co-head of energy, power and chemicals investment banking in Asia, and Head of Southeast Asia industrials. During this time, he oversaw, originated, led, or executed a range of investment banking transactions, including initial public offerings, over $50 billion in corporate loans, bond, and equity issuances, and mergers and acquisitions. Earlier in his career, he was a Principal at Kearney (formerly A.T. Kearney), a global management consulting firm, where he advised multinational clients on corporate strategy, mergers and acquisitions, and valuation across a wide range of sectors. Mr. Pande holds an A.B. in economics from Dartmouth College and an M.B.A. with high honors in finance and strategy from the University of Chicago Booth School of Business. Kevin M. Murphy has over 25 years of experience in investment management, private equity, and business development across Asia Pacific markets. Since 1999, he has served as a director of The Pacific Group Ltd., a Hong Kong based independent investment management group active in both public markets and private investment activities. Since 2011, he has served as managing director and founder of Andaman Capital Partners in Yangon, Myanmar, which provides investment advisory, market entry, project management/execution and transactional services to local and foreign investors seeking to navigate Myanmar’s dynamic political economy. Since 2004, Mr. Murphy has also served as an executive director and co-founder of Synergenz Bioscience Ltd., a privately held company involved in genetic based medical tests that differentiate individuals at greatest risk from smoking-related pulmonary diseases including lung cancer and chronic obstructive pulmonary disease. 77 Table of Contents Since June 2025, Mr. Murphy has served as Vice President and member of the Board of Governors of the American Chamber of Commerce in Myanmar. From 2011 to 2015, Mr. Murphy served on the board of directors of Proximity Designs, a non-profit design firm located in Myanmar and focused on designing, manufacturing and distributing products and financial services for rural families. Prior to entering investment management in 1999, Mr. Murphy served as a correspondent and business development manager for the International Herald Tribune, focused on the Asia Pacific region. Mr. Murphy holds a B.A. in English Literature from Georgetown University, where he was a Baker Scholar. R. Ian Angell has 40 years of experience as a CEO, board member, private equity-backed start-up founder, corporate executive, professor, and strategy consultant in energy, resources, and infrastructure sectors. Mr. Angell has broad geographic experience, splitting his career between North American and Southeast Asia. Since August 2020, Mr. Angell has served as CEO-in-Residence and Professor of Strategy at Trinity Western University, where he teaches Corporate Finance, International Business, Entrepreneurship and Strategy at the graduate and undergraduate levels. Previously, Mr. Angell was the founder and CEO of Tamarind Resources, a Blackstone-backed oil and gas vehicle in Southeast Asia, serving as CEO/Managing Director from June 2014 to December 2019 and continuing as founder and advisor since January 2020. He took the vehicle from inception to operations in multiple Asia Pacific jurisdictions, growing the firm through the establishment of innovative infrastructure and operating vehicles. Since February 2025, Mr. Angell has served as a board member of Delta Water Products Group, a multi-sector provider of water management products and solutions. From December 2020 to May 2023, Mr. Angell served as Executive Chairman of Genesis Ray Energy, a clean energy-focused research, analytics and consulting startup. From January 2024 to April 2025, he served as Board Chair of BlueForce Energy Solutions. Prior to founding Tamarind Resources, from January 2009 to May 2014, Mr. Angell served as Head of Business Development at Talisman Energy. Before joining Talisman Energy, from June 2006 to December 2008, Mr. Angell served as Vice President at Wood Mackenzie, where he led the Singapore office for the Asia-Pacific advisory business and the Asia gas practice, growing the business from a handful of personnel to over 100 analysts, advisors and professionals. From 2004 to 2006, he was Senior Managing Consultant at Schlumberger. From 2000 to 2004, Mr. Angell was Managing Consultant at Arthur D. Little, initiating and building client relationships and leading strategy assignments. Mr. Angell holds an MBA from the National University of Singapore and a Bachelor of Commerce in Finance from the University of Saskatchewan in Canada. Kenneth Hyatt has over 40 years of experience as a management consultant, negotiation advisor, and senior government commercial diplomat. Since 2018, he has served as co-founder and partner of CMPartners, a senior advisor at DGA Group, and a senior advisor at Princeton Capital Advisors. Mr. Hyatt advises clients on critical negotiations, international commerce strategy, and trade and investment matters. He has extensive experience working with clients in investment banking, oil and gas, mining and critical minerals and manufacturing. Prior to rejoining CMPartners in 2018, Mr. Hyatt served in the U.S. Department of Commerce as Acting Under Secretary and Deputy Under Secretary for International Trade. In these roles, he oversaw the International Trade Administration, with an annual budget of under $500 million and more than 2,200 employees worldwide. During his tenure, he led the creation of Select USA, the U.S. government’s investment attraction agency and led the U.S. government’s support for BrandUSA, the U.S. national tourism promotion organization. He also co-led the first major reorganization of the International Trade Administration in its history and led the development of Department of Commerce strategy on trade and investment. He was nominated by the Department of Commerce for a Presidential Rank Award and awarded the Grande Oficial class of the Order of Rio Branco by the Government of Brazil. Prior to forming CMPartners, Mr. Hyatt was a principal at Conflict Management Inc., a negotiation advisory firm. Earlier in his career, Mr. Hyatt was a management consultant with Bain & Company in its Boston, London and Munich offices, where he led strategic and organizational projects at American and European multinational corporations. Mr. Hyatt serves as an adjunct lecturer at Johns Hopkins School of Advanced International Studies and has been an associate at the Harvard Negotiation Project. Mr. Hyatt holds a B.A. from Yale College and a J.D. from Harvard Law School. He was also a Fulbright/West German Exchange Service Scholar. Ved P. Narayan has over 36 years of experience as a senior executive in the technology industry, with demonstrated success in scaling technology companies across Asia and the United States. Since October 2024, he has served as Senior Vice President Asia Pacific at EOS GmbH, where he leads restructuring efforts and business development initiatives for the region. From July 2017 to September 2025, Mr. Narayan served as President Asia Pacific at Markforged Inc., a publicly listed company on the New York Stock Exchange, where he built the business from the ground up and participated as an executive team member in the company’s July 2021 IPO. Prior to Markforged, from November 2015 to July 2017, Mr. Narayan served as Vice President at Onshape Inc., an early-stage startup with a 3D cloud solution that was subsequently acquired by Parametric Technology Corporation in 2019. From August 2011 to October 2015, he was Vice President Asia Pacific at Newforma Inc., a project management software technology provider. From April 2002 to April 2011, Mr. Narayan served as Vice President Asia Pacific Operations at Dassault Systèmes, where he managed overall P&L for a team of over 950 people. He also managed Dassault Systèmes’ full brand portfolio for Southeast Asia. 78 Table of Contents Earlier in his career, Mr. Narayan held senior sales and management positions at Parametric Technology Corporation, Digital Equipment Corporation, and various technology startups in the United States and Asia. Mr. Narayan holds an MBA from the University of Chicago Booth School of Business and a Bachelor of Engineering in Computer Science from Birla Institute of Technology Mesra, India. Past performance of our management team and members of our board of directors or their respective affiliates is not a guarantee either (i) of success with respect to any business combination we may consummate or (ii) that we will be able to identify a suitable candidate for our initial business combination. You should not rely on the historical performance record of our management team or their affiliates as indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with respect to initial business combination opportunities. For a list of our officers and directors and entities for which a conflict of interest may or does exist between such persons and us, as well as the priority and preference that such entity has with respect to performance of obligations and presentation of business opportunities to us, please refer to the table and subsequent explanatory paragraph under “ Management — Conflicts of Interest ” of the registration statement. Number and Terms of Office of Officers and Directors Our board of directors consists of five (5) members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which will consist of Abhay N. Pande and R. Ian Angell, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Ved P. Narayan, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Matthew R. Pollard and Kenneth Hyatt, will expire at the third annual general meeting. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in Nasdaq rules and applicable SEC rules . Our board of directors has determined that Messrs. Angell, Hyatt and Narayan are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. Executive Officer and Director Compensation After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. 79 Table of Contents Committees of the Board of Directors Upon the commencement of the trading of our units on the Nasdaq, our board of directors established two standing committees: an audit committee and a compensation committee, as described below. Each committee operates under a charter approved by our board and has the composition and responsibilities described below. Audit Committee We have established an audit committee of our board of directors. Messrs. Angell, Hyatt and Narayan serve as the members of our audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Angell, Hyatt and Narayan each meet the independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act. Mr. Angell serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Mr. Angell qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a nominating committee of our board of directors. Messrs. Narayan and Hyatt serve as member of our compensation committee. Mr. Narayan served as chair of the compensation committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Messrs. Narayan and Hyatt are each independent. The compensation committee charter, details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; 80 Table of Contents ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Compensation Committee Interlocks and Insider Participation None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605I(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Messrs. Angell, Hyatt and Narayan. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of our Code of Ethics is filed as an exhibit to this Annual Report on Form 10-K. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report on Form 10-K or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. 81 Table of Contents Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty not to improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholder ● duty not to put themselves in a position in which there is a conflict between their duty to the Company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the Company and the general knowledge skill and experience of that director. Below is a table summarizing the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material management relationships: I ndividual Entity Entity’s Business Affiliation Matthew R. Pollard Capital Partners Group Pte. Ltd. Investment Banking Founders & Managing Director Abhay N. Pande Princeton Capital Advisors Investment Banking Managing Director DGA Group Strategic Advisory Senior Advisor Ironmont Hydro Pvt Ltd. Renewable Energy Investments Executive Director zSpace Technologies Inc. Technology Director Docketscope Inc. Technology Director Clarendon Capital Private Equity Advisory Board Member Kevin M. Murphy Andaman Capital Partners Investment Banking Managing Director The Pacific Group Ltd. Investment Management Director Synergenz Bioscience Ltd. Bioscience Executive Director R. Ian Angell Trinity Western University—Embark Incubator Director BAC Insights Consulting Director Delta Water Products Group Distribution Director Kenneth Hyatt CMP Partners Consulting Founder and Managing Partner Princeton Capital Advisers Investment Banking Senior Advisor DGA Group Strategic Advisory Senior Advisor Ved P. Narayan EOS GmbH Technology Sr. Vice President, Asia Pacific Evercurrent Technology Senior Advisor 82 Table of Contents As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete our initial business combination. In addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether to present business combination opportunities to us or to any other special purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target, which could materially affect our ability to complete our initial business combination. Investors should also be aware of the following other potential conflicts of interest: ● Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs ● Through our sponsor, our management team purchased founder shares prior to the date of the Initial Public Offering and purchased private units in a transaction that closed simultaneously with the closing of the Initial Public Offering. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares, private shares and public shares in connection with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares and the private shares if we fail to complete our initial business combination within the prescribed time frame, although they will be entitled to liquidating distributions from assets outside the trust account. If we do not complete our initial business combination within the prescribed time frame, the private units will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i) six months after the completion of our initial business combination or (ii) the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial business combination, the founder shares will be released from the lockup. The private units (including the component securities as well as any securities underlying those component securities) will not be transferable until 30 days following the completion of our initial business combination. Because each of our officers and director nominees will own ordinary shares or warrants indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. ● Members of our management team indirectly own our securities through their ownership interests in the sponsor, and accordingly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Our management team will have invested in us, through the sponsor, an aggregate of $712,500, comprised of the $25,000 purchase price for the founder shares (or approximately $0.005 per share) and the $687,500 purchase price for the private units (or $10.00 per unit), which will be forfeited if we fail to consummate an initial business combination. Accordingly, our management team may be more willing to pursue a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same per share price for the founder shares as our public shareholders paid for their public shares or if the private units would not lose their value if an initial business combination is not consummated. 83 Table of Contents ● Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. ● In the event our sponsor or members of our management team provide loans to us to finance transaction costs and/or incur expenses on our behalf in connection with an initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such loans may not be repaid and/or such expenses may not be reimbursed unless we consummate such business combination. ● Similarly, if we agree to pay our sponsor or a member of our management team a finder’s fee, advisory fee, consulting fee or success fee in order to effectuate the completion of our initial business combination, such persons may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as any such fee may not be paid unless we consummate such business combination. ● We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors, non-managing sponsor investors, or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers or directors or non-managing sponsor investors; accordingly, such affiliated person(s) may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination as such affiliated person(s) would have interests different from our public shareholders and would likely not receive any financial benefit unless we consummated such business combination. In the event we seek to complete our initial business combination with a company that is affiliated (as defined in our amended and restated memorandum and articles of association) with our sponsor (including its members), officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. We cannot assure you that any of the above-mentioned conflicts will be resolved in our company’s favor. In the event that we submit our initial business combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares and private shares, and any shares purchased during or after the offering in favor of our initial business combination, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the business combination transaction. The non-managing sponsor investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in the Initial Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing sponsor investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in the Initial Public Offering as the rights afforded to our other public shareholders. However, the non-managing sponsor investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares and private units, as further discussed in this Annual Report Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. Our amended and restated memorandum and articles of association will provide that our officers and directors will be indemnified by us to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. Our officers and directors have agreed, and any persons who may become officers or directors prior to the initial business combination will agree, to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. 84 Table of Contents We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Insider Trading Policy Our board of directors has adopted an insider trading policy placing restrictions on transactions in our common and preferred equity, debt securities, options and derivative instruments with respect to such securities, such as exchange-traded put or call options or swaps, securities that are convertible into or exchangeable for other securities, as well as common units representing partner interests. Such restrictions apply to our directors, executive officers, and other employees who have access to material non-public information, and include, but are not limited to, prohibition from trading in our securities during blackout periods and pre-clearance requirements for all transactions in our securities. We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable listing standards. Although the Company is not subject to our insider trading policy, the Company does not trade in its securities when it is in possession of material nonpublic information other than pursuant to previously adopted Rule 10b5-1 trading plans. Item 11. Executive Compensation Executive Officer Director Compensation After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; ● each of our executive officers and directors that beneficially owns our ordinary shares; and ● all our executive officers and director as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. The following table does not reflect record or beneficial ownership of the private warrants as these warrants are not exercisable within 60 days of the date of this Annual Report. 85 Table of Contents On August 6, 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares for an aggregate purchase price of $25,000 or approximately $0.005 per share. Prior to the initial investment in the Company of $25,000 by the sponsor, the Company had no assets, tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the Initial Public Offering (not including the Class A ordinary shares that are included within the private units). The non-managing sponsor investors have purchased (i) up to an aggregate of approximately 4,950,000 units in the Initial Public Offering at the offering price, or up to 39.6 % of the offering and (ii) through the sponsor, an aggregate of 260,000 private units at a price of $10.00 per unit ($2,600,000 in the aggregate); subject to each non-managing sponsor investor purchasing the public units allocated to it in connection with the Initial Public Offering, the sponsor issued membership interests at a nominal purchase price ($0.005 per share) to the non-managing sponsor investors at the closing of the Initial Public Offering reflecting interests in an aggregate of 2,080,000 founder shares. Class A ordinary shares Class B ordinary shares Name and Address of Beneficial Owner(1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned (2) Approximate Percentage of Class Sponsor LeapFrog Partners LLC (our Sponsor)(2) 328,750 1.8 % 4,791,667 100 % Matthew Pollard(2) 328,750 1.8 % 4,791,667 100 % Abhay N. Pande(2) 328,750 1.8 % 4,791,667 100 % Kevin Murphy 328,750 1.8 % 4,791,667 100 % R. Ian Angell -- -- -- -- Kenneth Hyatt -- -- -- -- Ved P. Narayan -- -- -- -- All directors and officers as a group (6 persons) 328,750 1.8 % 4,791,667 100 % (1) The business address for each of the following is 350 Springfield Avenue, Suite 200, Summit, NJ 07078. (2) LeapFrog Partners LLC, our sponsor, is the record holder of the shares. LeapFrog Management LLC is the managing member of LeapFrog Partners LLC. Matthew R. Pollard, Abhay N. Pande and Kevin M. Murphy are the managing members of LeapFrog Management LLC and share voting and dispositive power over the shares held. Each of Mr. Pollard, Mr. Pande and Mr. Murphy disclaims any beneficial ownership of the securities held by LeapFrog Partners LLC other than to the extent of any pecuniary interest they may individually have therein, directly or indirectly. Immediately after the Initial Public Offering, our initial shareholders beneficially owned 25% of the then issued and outstanding ordinary shares (not including the Class A ordinary shares that are included within the private units). Prior to the closing of our initial business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Because of this ownership block, our initial shareholders may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including the appointment and removal of directors or continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands), and approval of significant corporate transactions including our initial business combination. Our sponsor and BTIG purchased an aggregate of 472,500 private units at a price of $10.00 per unit, or $4,725,000 in the aggregate, in a private placement that occurred simultaneously with the closing of the Initial Public Offering. Of these private units, our management team purchased 328,750 private units and BTIG purchased 143,750 private units. The non-managing sponsor investors purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 private units ($2,600,000 in the aggregate) at a price of $10.00 per in a private placement that closed simultaneously with the closing of the Initial Public Offering. The sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,080,000 founder shares held by the sponsor. 86 Table of Contents The private units are identical to the units sold in the Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, the private units (including the component securities as well as any securities underlying those component securities) (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 warrants comprising part of the private units held by BTIG and/or their designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). A portion of the purchase price of the private units was added to the proceeds from the Initial Public Offering which was held in the trust account such that at the time of closing of the Initial Public Offering $143,750.000 was held in the trust account. If we do not complete our initial business combination within the completion window, the private units will expire worthless. The private units are subject to the transfer restrictions set forth in the Private Placement Unit Purchase Agreements included as exhibits to our Annual Report. LeapFrog Partners LLC, our sponsor, and our officers and directors are deemed to be our “promoters” as such term is defined under the federal securities laws. Changes in Control None. Item 13. Certain Relationships and Related Transactions In August 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares for an aggregate purchase price of $25,000. As a result our sponsor has purchased and holds an aggregate of 4,791,667 Class B ordinary shares (up to 625,000 of which were subject to forfeiture by the holders thereof if the underwriters’ over-allotment option had not been exercised in full). The number of founder shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 14,375,000 units if the underwriters’ over-allotment option was exercised in full, and therefore that such founder shares would represent 25% of the outstanding shares after the offering (not including the Class A ordinary shares that are included within the private units). Our management team, through our sponsor, and BTIG purchased an aggregate of 472,500 private units at a price of $10.00 per unit, or $4,725,000 in the aggregate , in a private placement that closed simultaneously with the closing of the Initial Public Offering. Of those private units, our sponsor purchased 328,750 private units (of which our management team indirectly purchased 68,750 units) and BTIG purchased 143,750 private units. The non-managing sponsor investors indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 private units at a price of $10.00 per ($2,600,000 in the aggregate) in a private placement that closed simultaneously with the closing of the Initial Public Offering. Subject to each non-managing sponsor investor purchasing the public units allocated to it in connection with the closing of the Initial Public Offering, the sponsor issued membership interests at a nominal purchase price to the non-managing sponsor investors reflecting interests in an aggregate of 2,080,000 founder shares held by the sponsor. The private units are identical to the units sold in the Initial Public Offering except that, so long as they are held by our sponsor or its permitted transferees, the private units (including the component securities as well as any securities underlying those component securities) (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 warrants included as part of the private units held by BTIG and/or their designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8). Prior to or in connection with the completion of our initial business combination, there may be payment by the Company to our sponsor, officers or directors, advisor, or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. Prior to the closing of the Initial Public Offering, our sponsor agreed to loan us funds in an aggregate amount of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. These loans would be non-interest bearing, unsecured and were due at the earlier of the closing of the Initial Public Offering or the date on which we determine not to conduct an initial public offering. A total of $75,124 was drawn down and repaid on the closing of our Initial Public Offering. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use amounts held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into private units of the post business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. 87 Table of Contents We have until the date that is 24 months from the closing of the Initial Public Offering or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business combination within such 24-month period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business combination. There are no limitations on the number of times we may seek shareholder approval for an extension or the length of time of any such extension. However, if we seek shareholder approval for an extension, holders of public shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable law. Any of the foregoing payments to our sponsor, repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using funds held outside the trust account. After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. Under a registration rights agreement signed in connection with the Initial Public Offering, the Company granted registration rights to the holders of the (i) founder shares, (ii) private units (including the component securities as well as any securities underlying those component securities), which were issued in the private placement simultaneously with the closing of the Initial Public Offering and (iii) units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of working capital loans to the Company. Pursuant to the registration rights agreement and assuming that $1,200,000 of working capital loans are converted into private units, the Company will be obligated to register up to 12,867,917 Class A ordinary shares. The Class A ordinary shares to be registered include (i) 7,187,500 shares underlying the public warrants, (ii) 4,791,667 shares to be issued upon conversion of the founder shares, (iii) 472,500 shares underlying the private units, (iv) 236,250 shares underlying the private warrants, (v) 120,000 shares underlying the units issued upon conversion of working capital loans, and (vi) 60,000 shares underlying the working capital private warrants. The Company agreed to use commercially reasonable efforts to register and maintain the current registration of shares issuable under the warrants. The holders of founder shares and private units are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the Company’s initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Policy for Approval of Related Party Transactions The audit committee of our board of directors will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy will include: (i) our directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, all of which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors has determined that Messrs. Angell, Hyatt and Narayan are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. 88 Table of Contents Item 14. Principal Accounting Fees and Services The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees . During the period from June 20, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $111,850 for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K. Audit-Related Fees . During the period from June 20, 2025 (inception) through December 31, 2025, our independent registered public accounting firm did not render assurance and related services related to the performance of the audit or review of financial statements. Tax Fees . During the period from June 20, 2025 (inception) through December 31, 2025, fees for our independent registered public accounting firm were approximately $5,250 for services related to tax compliance, tax advice and tax planning. All Other Fees . During the period from June 20, 2025 (inception) through December 31, 2025, there were no fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 89 Table of Contents PART IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this Annual Report: 1. Financial Statements: See “Index to Financial Statements” at page F-1. (b) Financial Statement Schedules. All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. (c) Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report. Exhibit No. Description 1.1 Underwriting Agreement among the Company and BTIG (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290036), filed on September 4, 2025). 4.1 Warrant Agreement between Odyssey Transfer & Trust Company and the Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 4.2 Specimen Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290036), filed on October 24, 2025). 4.3 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290036), filed on September 4, 2025). 4.5* Description of Securities. 10.1 Letter Agreement among the Company, the Sponsor and the Company’s officers and directors (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001--42993) filed with the SEC on December 4, 2025). 10.2 Investment Management Trust Agreement between Odyssey Transfer &Trust Company and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 10.3 Registration and Shareholder Rights Agreement among the Company, the Sponsor, BTIG and certain other equity holders named therein (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 10.4 Private Placement Units Purchase Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 10.5 Private Placement Units Purchase Agreement between the Company and the Underwriter (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 10.6 Administrative Services Agreement between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K (File No. 001-42993) filed with the SEC on December 4, 2025). 10.7 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290036, filed on October 24, 2025). 10.8 Promissory Note between the Company and the Sponsor (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, as amended (File No. 333-290036), filed on October 24, 2025). 19.1* Insider Trading Policy. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1* Clawback Policy. 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ** These certifications are not deemed filed by the SEC and are not to be incorporated by reference in any filing we make under the Securities Act of 1933 or the Securities Exchange Act of 1934, irrespective of any general incorporation language in any filings. Item 16. Form 10-K Summary Not applicable. 90 Table of Contents 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 thereunto duly authorized. LEAPFROG ACQUISITION CORPORATION Dated: March 20, 2026 By: /s/ Kevin Murphy Name: Kevin Murphy Title: Chief Financial Officer (principal financial and accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated: Name Position Date /s/ Matthew Pollard Chief Executive Officer and Director March 20, 2026 Matthew Pollard (principal executive officer) /s/ Kevin Murphy Chief Financial Officer March 20, 2026 Kevin Murphy (principal financial and accounting officer) /s/ Abhay Pande President, Chief Investment Officer and Director March 20, 2026 Abhay Pande /s/ Kenneth Hyatt Director March 20, 2026 Kenneth Hyatt /s/ R. Ian Angell Director March 20, 2026 R. Ian Angell /s/ Ved Narayan Director March 20, 2026 Ved Narayan 91 Table of Contents LEAPFROG ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID: 100 ) F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from June 20, 2025 (inception) through December 31, 2025 F-4 Statement of Changes in Shareholders’ Deficit for the period from June 20, 2025 (inception) through December 31, 2025 F-5 Statement of Cash Flows for the period from June 20, 2025 (inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-20 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Leapfrog Acquisition Corporation: Opinion on the Financial Statement We have audited the accompanying balance sheet of Leapfrog Acquisition Corporation (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholders’ deficit and cash flows for the period from June 20, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from June 20, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 4 Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ WithumSmith + Brown, P.C. We have served as the Company’s auditor since 2025. New York, New York March 19, 2026 PCAOB ID Number 100 F- 2 Table of Contents LEAPFROG ACQUISITION CORPORATION BALANCE SHEET DECEMBER 31, 2025 ASSETS Current Assets Cash $ 1,395,995 Prepaid expenses 97,010 Total Current Assets 1,493,005 Long-term prepaid insurance 86,854 Cash held in Trust Account 144,087,613 Total Assets $ 145,667,472 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT Current Liabilities Accounts payable and accrued expenses $ 217,300 Due to Sponsor 7,500 Total Current Liabilities 224,800 Deferred underwriting fee 5,031,250 Total Liabilities 5,256,050 Commitments and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 14,375,000 shares subject to possible redemption at $ 10.02 per share 144,087,613 Shareholders’ deficit Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding - Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 472,500 shares issued and outstanding (excluding 14,375,000 shares subject to possible redemption) 47 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 4,791,667 shares issued and outstanding 479 Additional paid-in capital - Accumulated deficit ( 3,676,717 ) Total Shareholders’ Deficit ( 3,676,191 ) Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit $ 145,667,472 The accompanying notes are an integral part of these financial statements. F- 3 Table of Contents LEAPFROG ACQUISITION CORPORATION STATEMENT OF OPERATIONS FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 132,317 Loss from operations ( 132,317 ) Other income Interest earned on cash held in Trust Account 337,613 Net income $ 205,296 Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares 1,769,231 Basic and diluted net income per share, redeemable ordinary shares $ 0.03 Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares 4,849,821 Basic and diluted net income per share, non-redeemable ordinary shares $ 0.03 The accompanying notes are an integral part of these financial statements. F- 4 Table of Contents LEAPFROG ACQUISITION CORPORATION STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance – June 20, 2025 (inception) - $ - - $ - $ - $ - $ - Class B ordinary shares issued to Sponsor - - 4,791,667 479 24,521 - 25,000 Sale of private placement units 472,500 47 - - 4,724,953 - 4,725,000 Fair value of warrants included in public units - - - - 2,824,688 - 2,824,688 Allocated value of offering costs to ordinary shares and warrants - - - - ( 175,444 ) - ( 175,444 ) Remeasurement of ordinary shares subject to possible redemption - - - - ( 7,398,718 ) ( 3,544,400 ) ( 10,943,118 ) Subsequent remeasurement of ordinary shares subject to possible redemption - - - - - ( 337,613 ) ( 337,613 ) Net income - - - - - 205,296 205,296 Balance - December 31, 2025 472,500 $ 47 4,791,667 $ 479 $ - $ ( 3,676,717 ) $ ( 3,676,191 ) The accompanying notes are an integral part of these financial statements. F- 5 Table of Contents LEAPFROG ACQUISITION CORPORATION STATEMENT OF CASH FLOWS FOR THE PERIOD FROM JUNE 20, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash flows from operating activities: Net income $ 205,296 Adjustment to reconcile net income to net cash used in operating activities: Interest earned on cash held in Trust Account ( 337,613 ) Changes in operating assets and liabilities: Prepaid expenses ( 157,864 ) Accounts payable and accrued expenses 217,300 Due to sponsor 7,500 Net cash used in operating activities ( 65,381 ) Cash flows from investing activities Cash deposited in Trust Account ( 143,750,000 ) Net cash used in investing activities ( 143,750,000 ) Cash flows from financing activities Proceeds from sale of units, gross 143,750,000 Proceeds from sale of private placement units 4,725,000 Payment of offering costs ( 3,188,500 ) Repayment of promissory note - related party ( 75,124 ) Net cash provided by financing activities 145,211,376 Net change in cash 1,395,995 Cash - beginning of period - Cash - end of period $ 1,395,995 Supplemental disclosure of noncash activities: Expenses paid by the Sponsor in exchange for issuance of Founder Shares $ 25,000 Expenses and deferred offering costs paid by the Sponsor $ 75,124 Deferred underwriting fee $ 5,031,250 The accompanying notes are an integral part of these financial statements. F- 6 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Leapfrog Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June 20, 2025 . The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. The Company has not selected any specific Business Combination target. The Company is not limited to a particular or geographic region for purposes of consummating a Business Combination. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from June 20, 2025 (inception) through December 31, 2025 relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on December 4, 2025. On December 8, 2025, the Company consummated the Initial Public Offering of 14,375,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), 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 . Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 472,500 units including 37,500 additional units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, in a private placement (the “Private Placement”) to the Company’s sponsor, Leapfrog Partners, LLC (the “Sponsor”), and BTIG, LLC, the representative of the underwriters, generating gross proceeds of $ 4,725,000 . Each Private Placement Unit consists of one Class A ordinary share and one-half of one redeemable warrant (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”). Each whole Warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units, and BTIG purchased 143,750 Private Placement Units. Out of the aggregate amount of $ 4,725,000 , the amount of $ 2,940,000 was added to the proceeds from the Initial Public Offering held in the Trust Account (as defined below) and the amount of $ 1,785,000 was transferred to the operating bank 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. The Company’s board of directors has broad discretion in determining the fair market value of a target business. While the Company generally must acquire a target with a fair market value of at least 80 % of the Trust Account (defined below) assets, this requirement does not apply if the Company is delisted from Nasdaq. An independent third-party valuation is only required if the board cannot make this determination or if the target is affiliated with insiders. The Company expects to acquire 100 % of a target’s equity or assets but may acquire less or merge directly with the target. The transaction must result in the Company owning at least 50 % of the target’s voting securities or gaining control sufficient to avoid classification as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the Initial Public Offering and the Private Placement, $ 143,750,000 ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”) with Odyssey Transfer and Trust Company acting as trustee and invested only in U.S. government treasury obligations, with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations, until the earliest of (i) the completion of an initial Business Combination, (ii) the redemption of the Public Shares (defined below) if the Company is unable to complete an initial Business Combination within the Completion Window (defined below), subject to applicable law, and (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of obligation to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window (defined below) or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of creditors, if any, which could have priority over the claims of public shareholders. F- 7 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company will provide its Class A ordinary shareholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. All of the Class A ordinary shares sold as part of the units in this offering contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial Business Combination and in connection with certain amendments to second amended and restated memorandum and articles of association. In accordance with U.S. Securities and Exchange Commission (“SEC”) guidance on redeemable equity instruments, which has been codified in Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Class A ordinary shares sold as part of the units in the offering were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The resulting discount to the initial carrying value of temporary equity was accreted upon the closing of the Initial Public Offering such that the carrying value was equal the redemption value on such date. The accretion or remeasurement is recognized as a reduction to retained earnings, or in the absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Each public shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed transaction. In addition, initial shareholders, directors and executive officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (as defined in Note 5), Private Shares and Public Shares held by them in connection with the completion of a Business Combination. Notwithstanding the foregoing redemption rights, the Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange of Act 1934, as amended (the “Exchange Act”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering, without the prior consent of the Company. The Company has determined not to have a minimum net tangible asset requirement to consummate any Business Combination which could be subject to Rule 419 promulgated under the Securities Act (defined in Note 2). Moreover, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires the Company to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third-party financing which may not be available on terms acceptable to the Company or at all. As a result, the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period, if at all. If the Company is unable to consummate the initial Business Combination within 24 months (which can be extended) from the Closing of the Initial Public Offering (the “Completion Window”), the Company will, (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable and less interest to pay dissolution expenses up to $ 100,000 ) divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of the Public Shareholders. In the event of liquidation and subsequent dissolution, the warrants will expire and will be worthless. Going Concern Consideration As of December 31, 2025, the Company had $ 1,395,995 in its operating bank account and a working capital surplus of $ 1,268,205 . The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will be sufficient to fund operations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements — 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 after the date that the financial statements are issued. Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviate the substantial doubt about the Company’s ability to continue as a going concern. F- 8 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with those of another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. F- 9 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Use of Estimates The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Warrant Instruments The Company has accounted for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned value. As of December 31, 2025, there were 7,187,500 Public Warrants and 236,250 Private Placement Warrants outstanding. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 1,395,995 in cash and no cash equivalents as of December 31, 2025. Cash Held in Trust Account At December 31, 2025, the cash held in the Trust Account amounted to $ 144,087,613 , which is being held in an interest-bearing deposit account at a bank until the earlier of consummation of the Company’s initial Business Combination and liquidation. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Offering Costs Associated with the Initial Public Offering Offering costs consisted principally of legal and other costs (including underwriting discounts and commissions) incurred that are directly related to the Initial Public Offering. The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment. F- 10 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC Topic 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there are no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. Class A Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, at December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet, as reconciled in the following table: Particular Amount Gross proceeds $ 143,750,000 Less: Proceeds allocated to public warrants ( 2,824,688 ) Less: Ordinary share issuance cost ( 8,118,430 ) Add: Remeasurement of carrying value to redemption value 10,943,118 Ordinary shares subject to possible redemption, December 8, 2025 143,750,000 Add: Subsequent remeasurement of carrying value to redemption value 337,613 Ordinary shares subject to possible redemption, December 31, 2025 $ 144,087,613 F- 11 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Net Income per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The statement of operations includes a presentation of income per redeemable share and income per non-redeemable share following the two-class method of income per share. In order to determine the net income attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income allocable to both the redeemable shares and non-redeemable shares and the undistributed income is calculated using the total net income less any dividends paid. The Company then allocated the undistributed income ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. The calculation of diluted net income per share does not consider the effect of the Public Warrants or Private Placement Warrants since the exercise of the warrants is contingent upon the occurrence of a future event. At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income per ordinary share is the same as basic net income per ordinary share for the period presented. The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts): For the Period from June 20, 2025 (Inception) through December 31, 2025 Redeemable Non-Redeemable Particulars Shares Shares Basic and diluted net income per share: Ownership percentage 27 % 73 % Numerators: Allocation of net income $ 54,874 $ 150,422 Denominators: Weighted-average shares outstanding 1,769,231 4,849,821 Basic and diluted net income per share $ 0.03 $ 0.03 Recent Accounting Standards In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This standard was effective for the Company starting June 20, 2025 (inception) and did not have a material impact on the Company’s financial statements (see Note 9). Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3. INITIAL PUBLIC OFFERING In its Initial Public Offering on December 8, 2025, the Company sold 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 a purchase price of $ 10.00 per Unit. Each Unit consists of one Public Share and one-half of one redeemable Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination , or earlier upon redemption or liquidation. F- 12 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor and BTIG, LLC purchased an aggregate of 472,500 Private Placement Units, including underwriters’ over-allotment of 37,500 units, at a price of $ 10.00 per Private Placement Unit), or $ 4,725,000 in the aggregate, in a private placement. Of those 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units, including underwriters’ over-allotment exercise of 18,750 units, at a price of $ 10.00 and BTIG, LLC purchased 143,750 Private Placement Units, including underwriters’ over-allotment exercise of 18,750 units, at a price of $ 10.00 with the underwriters paying for their units via a reduction in the cash underwriting discount due from the Company. Each Private Placement Unit consists of one Class A ordinary share and one-half of one Private Placement Warrant. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Of the Private Placement Units purchased by the Sponsor, non-managing sponsor investors have indirectly purchased, through the purchase of non-managing sponsor membership interests, an aggregate of 260,000 units (including underwriters’ over-allotment exercise of 18,750 units), at a price of $ 10.00 per unit, for an aggregate purchase price of $ 2,600,000 . An agreement with the non-managing investors was entered into directly with the Sponsor entity and it makes reference to the Private Placement Units and Founder Shares (as defined in Note 5) of the Company. The interests and units associated in the agreement are supported on one for one basis with the Company’s underlying Private Placement Units and Founder Shares. Each Private Placement Unit will be identical to the Units sold in the Initial Public Offering, except that it will not be redeemable, transferable, assignable or salable by the Sponsor or underwriters until 30 days after the completion of the initial Business Combination, except transfers permitted (a) to officers, directors, advisors or consultants, any affiliate or family member of any of the officers, directors, advisors or consultants, any members or partners of the Sponsor or their affiliates and funds and accounts advised by such members or partners, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual, as a gift to such person’s immediate family or to a trust, the beneficiary of which is a member of such person’s immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement, in connection with an extension of the Completion Window or in connection with the consummation of a Business Combination at prices no greater than the price at which the shares or warrants were originally purchased; (f) pro rata distributions from the Sponsor to its respective members, partners or shareholders pursuant to the Sponsor’s limited liability company agreement or other charter documents; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) in the event of liquidation prior to consummation of initial Business Combination; (i) in the event that, subsequent to consummation of an initial Business Combination, the Company completes a liquidation, merger, share exchange or other similar transaction which results in all of shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property; or (j) to a nominee or custodian of a person or entity to whom a transfer would be permissible under clauses (a) through (g); provided, however, that in the case of clauses (a) through (g) and clause (j) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements. NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On August 6, 2025, the Sponsor purchased 4,791,667 Class B ordinary shares (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share. The Sponsor has not forfeited any of the 625,000 Founder Shares subject to forfeiture as the over-allotment option was exercised in full by the underwriters. The Sponsor collectively owns, on an as-converted basis, 25 % of the Company’s issued and outstanding Public Shares and Founder Shares after the Initial Public Offering. F- 13 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares are identical to the ordinary shares included in the Units being sold in the Initial Public Offering, except that: ● the Founder Shares are subject to certain transfer restrictions; and ● the Founder Shares are entitled to registration rights. The Sponsor, officers and directors have entered into a letter agreement, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with the completion of an initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to a post-offering amended and restated memorandum and articles of association (a) to modify the substance or timing of the obligation to allow redemption in connection with an initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (b) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares and Private Placement Shares if the Company fails to complete an initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete an initial Business Combination within the prescribed time frame; and (iv) vote any Founder Shares and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of an initial Business Combination. The Founder Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares that are included within the private units), plus (ii) all Class A ordinary shares and equity linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private units issued to the Sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by Public Shareholders in connection with an initial Business Combination and any Class A ordinary shares redeemed by Public Shareholders in connection with any amendment to the amended and restated memorandum and articles of association made prior to the consummation of the initial Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A ordinary shares or pre-business combination activity; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis. With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to officers and directors and other persons or entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier of (A) six months after the completion of the initial Business Combination or earlier if, subsequent to the initial Business Combination, the closing price of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after the initial Business Combination , and (B) the date following the completion of the initial Business Combination on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property . F- 14 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Administrative Services Agreement Commencing on December 8, 2025, the Company agreed to pay an affiliate of the Sponsor a monthly fee of $ 10,000 for office space, utilities, secretarial support and administrative support. This arrangement will terminate upon the earlier of the completion of a Business Combination or the distribution of the Trust Account to the public shareholders. As of December 31, 2025, the Company incurred $ 7,500 in fees for these services, of which such amount is included in due to Sponsor in the accompanying balance sheet. In addition, the Sponsor, officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors of the Company or their affiliates. Any such payments prior to an initial Business Combination will be made from working capital or funds held outside the Trust Account. Promissory Note – Related Party On August 21, 2025, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to an aggregate of $ 300,000 to be used for the payment of costs related to the Initial Public Offering (the “Promissory Note”). The Promissory Note is non-interest bearing, unsecured and due on the earlier of March 31, 2026 or the completion of the Initial Public Offering. During the period from June 20, 2025 (inception) through December 8, 2025, the Company borrowed $ 75,124 under the Promissory Note, including $ 1,000 transferred from due to related party. On December 8, 2025, upon the closing of the Initial Public Offering, the Company repaid the then outstanding balance, $ 75,124 , and the Promissory Note is no longer available to be drawn upon. As of December 31, 2025, the Company had $ 0 outstanding under the Promissory Note. Due to Related Party The Sponsor pays certain formation, operating or deferred offering costs on behalf of the Company. These amounts are due on demand and non-interest bearing. During the period from June 20, 2025 (inception) through December 8, 2025, the Sponsor paid $ 26,000 on behalf of the Company, of which $ 25,000 was paid in exchange for the issuance of the Founder Shares and $ 1,000 was transferred to the Promissory Note, resulting in no balances due to related party as of December 31, 2025. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required on a non-interest basis. If the Company completes an initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use amounts held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $ 1,200,000 of such loans may be convertible into private units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the applicable lender. Such units would be identical to the private units. Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. As of December 31, 2025, no Working Capital Loans were outstanding. F- 15 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 6. COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, (ii) Private Placement Units (including the component securities as well as any securities underlying those component securities), which were issued in a Private Placement simultaneously with the closing of the Initial Public Offering and (iii) private placement-equivalent units (including the component securities as well as any securities underlying those component securities) that may be issued upon conversion of Working Capital Loans will have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. Pursuant to the registration rights agreement and assuming $ 1,200,000 of Working Capital Loans are converted into private units, the Company will be obligated to register up to 5,680,417 Class A ordinary shares. The number of Class A ordinary shares includes (i) 4,791,667 Class A ordinary shares to be issued upon conversion of Founder Shares, (ii) 472,500 Class A ordinary shares underlying the Private Placement Units, (iii) 236,250 Class A ordinary shares underlying the Private Warrants, (iv) 120,000 Class A ordinary shares underlying the units issued upon conversion of Working Capital Loans, and (v) 60,000 Class A ordinary shares underlying the warrants included in the units issued upon conversion of Working Capital Loans. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of an initial Business Combination. Notwithstanding anything to the contrary, the underwriters may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement of which the prospectus forms a part. In addition, the underwriters may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the registration statement of which the prospectus forms a part. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement On December 8, 2025, the underwriters exercised their over-allotment option in full to purchase 1,875,000 additional Units at the Initial Public Offering price, less the underwriting discounts and commissions. The underwriters were entitled to a cash underwriting discount of $ 0.20 per Unit, or $ 2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $ 0.35 per Unit, or $ 5,031,250 in the aggregate, payable to the underwriters from the amounts held in the Trust Account only upon the consummation of an initial Business Combination, subject to the terms of the underwriting agreement. Risks and Uncertainties The U.S. and global markets are facing volatility due to the Russia-Ukraine war and the Israel-Hamas and U.S.-Iran conflicts. These events may disrupt supply chains, increase cyber threats, and cause commodity price swings. Sanctions and geopolitical tensions could destabilize financial markets. U.S. tariffs and trade uncertainties may raise business costs and reduce margins. The overall impact on operations, liquidity, and potential Business Combinations remains uncertain. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas and U.S.-Iran conflicts and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. F- 16 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 7. SHAREHOLDERS’ DEFICIT Preference Shares — The Company is authorized to issue 1,000,000 preference shares, $ 0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with $ 0.0001 par value. As of December 31, 2025, there were 472,500 Class A ordinary shares issued and outstanding, excluding 14,375,000 Class A ordinary shares subject to possible redemption. Class B Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with $ 0.0001 par value. On August 6, 2025, an aggregate of 4,791,667 Founder Shares were issued to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately $ 0.005 per share. As of December 31, 2025, there were 4,791,667 Class B ordinary shares issued and outstanding. Prior to the consummation of the initial Business Combination, only holders of Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands. Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the Company’s amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of the holders representing at least 90% of the issued Class B ordinary shares. With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of the Class A ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum and articles of association (see Note 5 for related disclosure). Warrants — On December 8, 2025, 7,187,500 Public Warrants and 236,250 Private Placement Warrants were issued as part of the Initial Public Offering and Private Placement, respectively. The gross proceeds of the Initial Public Offering were allocated to the Public Warrants based on fair value, with $ 2,824,688 recorded in shareholders’ deficit related to the Public Warrants on December 8, 2025. The warrants are not remeasured to fair value on a recurring basis. For Public Warrants, each whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment, at any time commencing on the date that is 30 days after the completion of the initial Business Combination, provided that the Company have an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the warrant agreement, a warrant holder may exercise its warrants only for a whole number of Class A ordinary shares. This means only a whole warrant may be exercised at a given time by a warrant holder. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. Accordingly, unless warrant holders purchase at least two units, holders will not be able to receive or trade a whole warrant. The warrants will expire five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, subject to satisfying obligations described below with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. F- 17 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Company has agreed that, as soon as practicable after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which the prospectus forms a part or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement. Once the warrants become exercisable, the Company may redeem the outstanding warrants: ● in whole and not in part; ● at a price of $ 0.01 per warrant; upon a minimum of 30 days’ prior written notice of redemption (the “ 30 -day redemption period”); and ● if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of initial Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders. The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Class A ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those Class A ordinary shares is available throughout the measurement period. If and when the warrants become redeemable by the Company, it may not exercise its redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. The Company will use its commercially reasonable efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered by the Company in this offering. The Company has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and the Company issues a notice of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled redemption date. However, the price of the Class A ordinary shares may fall below the $ 18.00 redemption trigger price (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) as well as the $ 11.50 warrant exercise price after the redemption notice is issued. The Private Placement Warrants are identical to the Public Warrants underlying the Units being sold in the Initial Public Offering. The Company assessed the Public Warrants and the Private Placement Warrants to determine whether they should be classified as equity or liability instruments. This assessment was based on an evaluation of the specific terms of each instrument and applicable authoritative guidance in ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”), and ASC 815, “Derivatives and Hedging” (“ASC 815”). The assessment considers whether the instrument is freestanding financial instruments pursuant to ASC 480 meets the definition of a liability pursuant to ASC 480, and whether the instrument meets all of the requirements for equity classification under ASC 815, including whether the instrument is indexed to the Company’s own common stock, among other conditions for equity classification. Pursuant to such evaluation, both the Public Warrants and the Private Placement Warrants have been classified in shareholders’ deficit. F- 18 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 8. FAIR VALUE MEASUREMENTS The fair value of the Public Warrants issued in the Initial Public Offering was $ 2,824,688 , or $ 0.39 per Public Warrant. The fair value of the Public Warrants was determined using a call option pricing analysis under the Black-Scholes model (Level 3). The Public Warrants issued in the Initial Public Offering have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants issued in the Initial Public Offering as of December 8, 2025: Traded price of Unit $ 10.00 Expected term to initial Business Combination (years) 1.5 Probability of initial Business Combination 30 % Risk-free rate 3.86 % F- 19 Table of Contents LEAPFROG ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 9. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer, who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that there is only one reportable segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics which include net income or loss comprised of interest and dividends earned on cash and investments held in Trust Account and general and administrative expenses: December 31, 2025 Total assets $ 145,667,472 For the Period from June 20, 2025 (Inception) Through December 31, 2025 Interest earned on cash held in Trust Account $ 337,613 General and administrative expenses $ 132,317 The key measure of segment profit or loss reviewed by the CODM is net income or loss, which is comprised of interest and dividends earned on cash and investments held in Trust Account and general and administrative expenses. Net income or loss is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Completion Window. The CODM reviews interest and dividends earned on cash and investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. The CODM reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and the budget. NOTE 10. SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. F-20