What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-27 compared with 2025-03-26 · 54 added, 36 removed, 4 unchanged (96% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

Market Information

Units, Public Shares and Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “LPAAU,” “LPAA”

and “LPAAW,” respectively.

Our Units commenced public trading on July 15, 2024, and our Public Shares and Public Warrants

commenced separate public trading on September 3, 2024.

On March 26, 2025, there were one holder of record of our Units, one

Market for Registrant’s Common

Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities.

(a) Market Information

Our Units, Public Shares and

Public Warrants are each traded on the Global Market tier of Nasdaq under the symbols “LPAAU,” “LPAA” and “LPAAW,”

respectively.

Our Units commenced public trading on July 15, 2024, and our Public Shares and Public Warrants commenced separate public

trading on September 3, 2024.

On March 26, 2026, there was one holder of record of our Units, one

holder of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares, and three holders of record of our

have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our

initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital

requirements and general financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends

subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time.

In addition, our

Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by

restrictive covenants we may agree to in connection therewith.

Securities Authorized for Issuance Under Equity Compensation Plans

Performance Graph

a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).

Recent Sales of Unregistered Securities

Simultaneously

with the closing of the Initial Public Offering, pursuant to the Warrant Subscription Agreements, we completed the sale of an aggregate

We have not paid any cash

dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial Business Combination.

The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general

financial condition subsequent to completion of our initial Business Combination.

The payment of any cash dividends subsequent to our

initial Business Combination will be within the discretion of our Board of Directors at such time.

In addition, our Board of Directors

is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future.

Further, if we incur any

indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants

we may agree to in connection therewith.

(d) Securities Authorized for Issuance

Under Equity Compensation Plans

(e) Performance Graph

As a smaller reporting company,

we are not required to provide the information required by Regulation S-K Item 201(e).

(f) Recent Sales of Unregistered

were no sales of unregistered securities during the fiscal year covered by this Report.

However, simultaneously with the closing

of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate

of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement

Warrant, generating gross proceeds to us of $6,000,000.

The Private Placement Warrants are identical to the Public Warrant sold in the

Initial Public Offering, except as otherwise disclosed in the IPO Registration Statement.

No underwriting discounts or commissions were

paid with respect to such sale.

The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained

in Section 4(a)(2) of the Securities Act.

Use of Proceeds from the Initial Public Offering

a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part I, Item 2 of our Quarterly

Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November 13, 2024.

There has been no

material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the Registration

Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000

Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants.

The Private Placement Warrants are identical to

the Public Warrants sold in the Initial Public Offering, except as otherwise disclosed in the IPO Registration Statement.

No underwriting

discounts or commissions were paid with respect to such sale.

The issuance of the Private Placement Warrants was made pursuant to the

exemption from registration contained in Section 4(a)(2) of the Securities Act.

(g) Use of Proceeds

were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the fiscal year covered

by this Report.

For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part

II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November 13,

There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described

in the Registration Statement.

The specific investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.

To mitigate the risk that

we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold

investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related

to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account

and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

(h) Purchases of Equity Securities

by the Issuer and Affiliated Purchasers

There were no purchases of our

equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.

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-K

Item 5. Market for Registrant’s Common Equity