What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-12 compared with 2026-05-13 · 138 added, 137 removed, 116 unchanged (70% of the section changed)

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Condition and Results of Operations

References in this report (the “Quarterly Report”) to

“we,” “us” or the “Company” refer to Leapfrog Acquisition Corporation.

References to our “management”

or our “management team” refer to our officers and directors, references to the “Sponsor” refer to LeapFrog Partners

References in this report (the “Quarterly Report”) to “we,”

“us” or the “Company” refer to Leapfrog Acquisition Corporation.

References to our “management” or

our “management team” refer to our officers and directors, references to the “Sponsor” refer to Leapfrog Partners

LLC, and references to “BTIG” refers to BTIG, LLC.

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“Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our ability to complete

an initial business combination (a “Business Combination”), the Company’s financial position, business strategy and

the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,” “believe,”

“anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions

are intended to identify such forward-looking statements.

Such forward-looking statements relate to future events or future performance,

but reflect management’s current beliefs, based on information currently available.

A number of factors could cause actual events,

performance or results to differ materially from the events, performance and results discussed in the forward-looking statements.

information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking

statements, please refer to the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial

Public Offering”) filed with the U.S.

an initial business combination , the Company’s financial position, business strategy and the plans and objectives of management

for future operations, are forward-looking statements.

Words such as “expect,” “believe,” “anticipate,”

“intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify

such forward-looking statements.

Such forward-looking statements relate to future events or future performance, but reflect management’s

current beliefs, based on information currently available.

A number of factors could cause actual events, performance or results to differ

materially from the events, performance and results discussed in the forward-looking statements.

For information identifying important

factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to

the Risk Factors section of the Company’s final prospectus for its initial public offering (the “Initial Public Offering”)

filed with the U.S.

Securities and Exchange Commission (the “SEC”).

The Company’s securities

filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new

information, future events or otherwise.

The Company’s securities filings can be accessed

on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities law, the Company

disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future

events or otherwise.

We are a blank check company incorporated as a Cayman Islands exempted

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reorganization or other similar business combination with one or more businesses or entities (the “Business Combination”).

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to identify and

acquire a business focusing on energy or infrastructure, and intend to focus particularly on markets outside the United States.

While we may pursue an acquisition opportunity in any business, industry, sector or geographical location, we intend to identify and acquire

a business focusing on energy or infrastructure, and intend to focus particularly on markets outside the United States.

On December 8, 2025, we consummated our initial public offering (the

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We have neither engaged in any operations nor generated any revenues

Our only activities from June 20, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to

prepare for the Initial Public Offering and identifying a target company for a Business Combination.

We do not expect to generate any

operating revenues until after the completion of our Business Combination.

We generate non-operating income in the form of

interest earned on investments held in Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting,

accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2026, the Company had a net income

of $1,074,594, which consisted of interest earned on cash held in Trust Account of $1,250,472, partially offset by general and administrative

expenses of $175,878.

Our only activities from June 20, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare

for the Initial Public Offering and identifying a target company for a Business Combination.

We do not expect to generate any operating

revenues until after the completion of our Business Combination.

We generate non-operating income in the form of interest earned

on investments held in Trust Account.

We incur expenses as a result of being a public company (for legal, financial reporting, accounting

and auditing compliance), as well as for due diligence expenses.

For the three and six months ended June 30, 2026, the Company had a

net income of $1,125,244 and $2,199,838, respectively, which consisted of interest earned on cash held in Trust Account, partially offset

by general and administrative expenses.

For the period from June 20, 2025 (inception) through June 30, 2025, the Company had a net loss

of $6,014, consisting of general and administrative expenses.

Liquidity and Capital Resources

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from the Sponsor.

As of March 31, 2026, the Company had $1,010,279 in cash and a working capital of $1,115,772.

On December 8, 2025, we consummated the Initial Public Offering of

14,750,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000.

As of June 30, 2026, the Company had $924,963 in cash and a working capital surplus of $1,004,716.

On December 8, 2025, we consummated the Initial Public Offering

of 14,375,000 Units at $10.00 per Unit, generating gross proceeds of $143,750,000.

Simultaneously with the closing of the Initial Public Offering, we

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and BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units.

Unless and until we complete our initial Business Combination, no

proceeds held in the Trust Account will be available for our use, except the withdrawal of interest to pay our taxes (but without deduction

for any excise or similar tax that may be due or payable) and/or to redeem our public shares in connection with an amendment to our amended

Unless and until we complete our initial Business Combination, no proceeds

held in the Trust Account will be available for our use, except the withdrawal of interest to pay our taxes (but without deduction for

any excise or similar tax that may be due or payable) and/or to redeem our public shares in connection with an amendment to our amended

and restated memorandum and articles of association.

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Such units would be identical to the Private Placement Units.

We do not believe we will need to raise additional funds in order

to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business,

undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so,

we may have insufficient funds available to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional

financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares

upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such

Business Combination.

Going Concern Consideration

As of March 31, 2026, the Company had $1,010,279 in its operating

bank account and a working capital surplus of $1,115,772.

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 has determined that, pursuant to the proceeds received from the

Initial Public Offering, it has access to funds that allow the Company to continue as a going concern.

As of June 30, 2026, the Company had $924,963 in its operating bank

account and a working capital surplus of $1,004,716.

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

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

has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that allow the Company

to continue as a going concern.

We do not believe we will need to raise additional funds in order to

meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target business, undertaking in-depth due

diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available

to operate our business prior to our Business Combination.

Moreover, we may need to obtain additional financing either to complete our

Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business

Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Related Party Transactions

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shares (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.005 per share.

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.

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.

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;

the Founder Shares are subject to certain transfer restrictions;

the Founder Shares are entitled to registration rights.

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

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.

For the three months ended March 31, 2026, the Company incurred $30,000 in fees for these services,

with related amounts of $37,500 and $7,500 included in due to Sponsor in the accompanying balance sheets as of March 31, 2026 and December

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.

For the three and six months ended June 30, 2026, the Company incurred $30,000 and $60,000 in fees for these services, respectively,

with related amounts of $33,103 and $7,500 included in due to Sponsor in the accompanying balance sheets as of June 30, 2026 and December

31, 2025, respectively.

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.

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

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the Initial Public Offering (the “Promissory Note”).

The Promissory Note is non-interest bearing, unsecured and due on the

The Promissory Note was 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.

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 March 31, 2026 and December 31, 2025, the Company had $0 outstanding under

the Promissory Note.

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 June 30, 2026 and December 31, 2025, the Company had $0 outstanding under the Promissory

Due to Related Party

The Sponsor pays certain formation, operating or deferred offering

costs on behalf of the Company.

Those 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 March 31, 2026

or December 31, 2025.

Prior to our Initial Public Offering, the Sponsor paid certain formation,

operating or deferred offering costs on behalf of the Company.

Those amounts were 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 June 30, 2026 or December 31, 2025.

Working Capital Loans

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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 may 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

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 March 31, 2026 and December 31, 2025, no Working Capital Loans were outstanding.

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 may 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.

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 June 30, 2026 and December 31, 2025, no Working Capital Loans were outstanding.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet

arrangements as of March 31, 2026.

arrangements as of June 30, 2026.

We do not participate in transactions that create relationships with unconsolidated entities or financial

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per Unit sold in the Initial Public Offering, 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

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 completion of an initial Business Combination, subject to the terms of the underwriting

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Making estimates requires management to exercise significant judgement.

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.

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 materially differ from those estimates.

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting

requirements for qualifying public companies.

We will qualify as an “emerging growth company” and under the JOBS Act will

be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised

accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies.

our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company

effective dates.

Additionally, we are in the process of evaluating the benefits of

relying on the other reduced reporting requirements provided by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act,

if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things:

(1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404

of the Sarbanes-Oxley Act;

(2) provide all of the compensation disclosure that may be required of non-emerging growth public companies

under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(3) comply with any requirement that may be adopted by the PCAOB

regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit

and the financial statements (auditor discussion and analysis);

and (4) disclose certain executive compensation-related items such as

the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer

an “emerging growth company,” whichever is earlier.

On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”) was signed into law.

The JOBS Act contains provisions that, among other things, relax certain reporting requirements

for qualifying public companies.

We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with

new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies.

We are electing to delay

the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the

relevant dates on which adoption of such standards is required for non-emerging growth companies.

As a result, our financial statements

may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we rely on the other reduced reporting requirements provided

by the JOBS Act.

Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we are not required

to, among other things:

(1) provide an auditor’s attestation report on our system of internal controls over financial reporting

pursuant to Section 404 of the Sarbanes-Oxley Act;

(2) provide all of the compensation disclosure that may be required of non-emerging

growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act;

(3) comply with any requirement that may

be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information

about the audit and the financial statements (auditor discussion and analysis);

and (4) disclose certain executive compensation-related

items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median

employee compensation.

These exemptions will apply for a period of five years following the completion of our initial public offering

or until we are no longer an “emerging growth company,” whichever is earlier.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet

effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Management does not believe that any recently issued, but not yet effective,

accounting standards, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures About Market Risk

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis