What changed in this filing

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Item 1. Financial Statements

2026-08-13 compared with 2026-05-13 · 64 added, 65 removed, 395 unchanged (25% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

March 31, December 31,

Current assets

17 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

28,750,000 and no shares at redemption value of $ 10.08 and $ 0 per share as of March 31, 2026 and December 31, 2025, respectively 289,687,424 —

28,750,000 and no shares at redemption value of $ 10.17 and $ 0 per share as of June 30, 2026 and December 31, 2025, respectively 292,251,570 —

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding as of March 31, 2026 and December 31, 2025 — —

none issued or outstanding as of June 30, 2026 and December 31, 2025 — —

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

760,000 and no shares issued and outstanding (excluding 28,750,000 and no shares subject to possible redemption) as of March 31, 2026 and December 31, 2025, respectively 76 —

760,000 and no shares issued and outstanding (excluding 28,750,000 and no shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively 76 —

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

9,583,333 shares issued and outstanding as of March 31, 2026 and December 31, 2025 (1) 958 958

9,583,333 shares issued and outstanding as of June 30, 2026 and December 31, 2025 (1) 958 958

Additional paid-in capital — 24,042

7 unchanged sentences

LAFAYETTE DIGITAL ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF OPERATIONS

For the Three

General and administrative expenses $ 186,057 $ 491,514

3 unchanged sentences

Interest earned on investments held in Trust Account 2,564,146 4,751,570

Total other income 2,570,827 4,762,306

Net income $ 2,384,770 $ 4,270,792

4 unchanged sentences

Diluted weighted average shares outstanding of Class B non-redeemable ordinary shares (1) 9,583,333 9,583,333

Diluted net income per ordinary share, Class B ordinary shares $ 0.05

Diluted income per ordinary share, Class B ordinary shares $ 0.06 $ 0.12

(1) Includes an aggregate of up to 1,250,000 Class B ordinary shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5).

3 unchanged sentences

LAFAYETTE DIGITAL ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED MARCH 31, 2026

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

Ordinary Shares

Ordinary Shares (1)

Accumulated Total

Shareholders’

Shares Amount Shares Amount Capital Deficit Deficit

Balance – December 31, 2025 — $ — 9,583,333 $ 958 $ 24,042 $ ( 58,073 ) $ ( 33,073 )

6 unchanged sentences

Balance – March 31, 2026 (unaudited) 760,000 76 9,583,333 958 — ( 9,131,426 ) ( 9,130,392 )

Accretion for Class A ordinary shares to redemption amount — — — — — ( 2,564,146 ) ( 2,564,146 )

Net income — — — — — 2,384,770 2,384,770

Balance – June 30, 2026 (unaudited) 760,000 $ 76 9,583,333 $ 958 $ — $ ( 9,310,802 ) $ ( 9,309,768 )

(1) As of December 31, 2025, includes an aggregate of up to 1,250,000 Class B ordinary shares that were subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5).

4 unchanged sentences

CONDENSED STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2026

FOR THE SIX MONTHS ENDED JUNE 30, 2026

Cash Flows from Operating Activities:

24 unchanged sentences

Offering costs included in accrued offering costs $ 316,694

Deferred offering costs paid through promissory note – related party $ 56,023

Deferred underwriting fee payable $ 10,062,500

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

4 unchanged sentences

The Company has not selected any specific Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2026, the Company had not commenced any operations.

All activity for the period from August 5, 2025 (inception) through March 31, 2026 relates to the Company’s formation and the initial public offering by the Company of its Units (as defined below) (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

As of June 30, 2026, the Company had not commenced any operations.

All activity for the period from August 5, 2025 (inception) through June 30, 2026 relates to the Company’s formation and the initial public offering by the Company of its Units (as defined below) (the “Initial Public Offering”), and subsequent to the Initial Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

12 unchanged sentences

The Trust Account

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination.

The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

2 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Following the closing of the Initial Public Offering, on January 12, 2026, an amount of $ 287,500,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units and the Private Units was placed in a U.S.-based trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee.

6 unchanged sentences

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

Commencing on February 4, 2026, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and warrants included in the Units.

Any Units not separated will continue to trade on The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “ZKPU.” Any underlying Class A ordinary shares and warrants that are separated will trade on Nasdaq under the symbols “ZKP” and “ZKPW,” respectively.

Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate their Units into Class A ordinary shares and warrants.

Business Combination

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined below), Private Shares and Public Shares in connection with the completion of the initial Business Combination;

7 unchanged sentences

The Company’s liquidity needs up to January 12, 2026 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (see Note 5).

As of March 31, 2026, the Company had $ 846,656 in cash and had working capital of $ 851,100 .

As of June 30, 2026, the Company had $ 709,155 in cash and had working capital of $ 697,974 .

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required.

4 unchanged sentences

In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

As of March 31, 2026, there were no Working Capital Loans outstanding.

As of June 30, 2026, there were no Working Capital Loans outstanding.

Based on the foregoing, management does not believe that the Company will have sufficient working capital and borrowing capacity to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.

Over this time period, the Company will be using these funds to pay existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s projected future liquidity position raise substantial doubt about the Company’s ability to continue as a going concern.

In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation of Financial Statements – Going Concern” (“ASC 205-40”), management has determined that the Company’s projected future liquidity position raises substantial doubt about the Company’s ability to continue as a going concern.

The Company intends to complete its initial Business Combination before the mandatory liquidation date;

4 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 unchanged sentences

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on January 12, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on January 16, 2026.

The interim results for the three months ended March 31, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.

The interim results for the three and six months ended June 30, 2026, are not necessarily indicative of the results to be expected for the period ending December 31, 2026 or for any future periods.

Emerging Growth Company Status

11 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

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 $ 846,656 and no cash and no cash equivalents as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 709,155 and $ 0 in cash and did not have any cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Investments in Trust Account

As of March 31, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 289,687,424 and $ 0 , respectively, were held in money market funds,.

As of March 31, 2026, the assets held in the Trust Account are held in money market funds which are invested primarily in U.S.

As of June 30, 2026 and December 31, 2025, the assets held in the Trust Account, amounting to $ 292,251,570 and $ 0 , respectively, were held in money market funds, which are invested primarily in U.S.

treasury securities.

18 unchanged sentences

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

As of June 30, 2026 and December 31, 2025, there were 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.

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Net Income Per Ordinary Share

8 unchanged sentences

The following tables reflect the calculation of basic and diluted net income per ordinary share:

Three Months Ended

Class A Class B

For the Three Months

June 30, 2026 For the Six Months

June 30, 2026

Class A Class B Class A Class B

Basic net income per share:

2 unchanged sentences

Basic income per share $ 0.06 $ 0.06 $ 0.12 $ 0.12

Three Months Ended

Class A Class B

For the Three Months

June 30, 2026 For the Six Months

June 30, 2026

Class A Class B Class A Class B

Diluted net income per share:

3 unchanged sentences

Warrant Instruments

The Company accounts for the Warrants to be issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

As of March 31, 2026, there were 7,187,500 Public Warrants and 190,000 Private Warrants issued and outstanding.

The Company accounts for the Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.

As of June 30, 2026, there were 7,187,500 Public Warrants and 190,000 Private Warrants issued and outstanding.

LAFAYETTE DIGITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Class A Ordinary Shares Subject to Possible Redemption

4 unchanged sentences

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, as of March 31, 2026, 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 condensed balance sheet.

As of March 31, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:

Accordingly, as of June 30, 2026, 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 condensed balance sheet.

As of June 30, 2026, the Class A ordinary shares subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds $ 287,500,000

3 unchanged sentences

Class A ordinary shares subject to possible redemption, March 31, 2026 $ 289,687,424

Remeasurement of carrying value to redemption value 2,564,146

Class A ordinary shares subject to possible redemption, June 30, 2026 $ 292,251,570

Recent Accounting Pronouncements

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.

The Company adopted ASU 2023-07 on August 5, 2025, at inception.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

6 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Public 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 as discussed herein.

18 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Additionally, if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of Class A ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Class A ordinary shares.

15 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

The Company’s initial shareholders agreed not to transfer, assign or sell any of their Founder Shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) six months after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

7 unchanged sentences

On August 26, 2025, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan is non-interest bearing, unsecured and due promptly after the date on which the Company consummates an Initial Public Offering of its securities or the date on which the Company determines not to conduct an Initial Public Offering of its securities.

The loan was non-interest bearing, unsecured and due promptly after the date on which the Company either completed or decided not to pursue the Initial Public Offering.

As of January 12, 2026, the Company borrowed a total of $ 197,368 under the promissory note, which is due on demand.

5 unchanged sentences

Up to $ 1,500,000 of such Working Capital Loans may be convertible into Private Units of the post Business Combination entity at a price of $ 10.00 per Private Unit at the option of the lender.

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

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

Administrative Services Agreement

1 unchanged sentence

The Company agreed to pay the Sponsor up to $ 20,000 per month for these services during the 24-month period to complete a Business Combination.

For the three months ended March 31, 2026, the Company has incurred and paid $ 55,484 of fees for these services.

For the three and six months ended June 30, 2026, the Company has incurred and paid $ 60,000 and $ 115,484 of fees for these services, respectively.

LAFAYETTE DIGITAL ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

COMMITMENTS AND CONTINGENCIES

19 unchanged sentences

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 per share.

As of March 31, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

As of June 30, 2026 and December 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 per share.

As of March 31, 2026, there were 760,000 Class A ordinary shares issued and outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

As of June 30, 2026, there were 760,000 Class A ordinary shares issued and outstanding, excluding 28,750,000 Class A ordinary shares subject to possible redemption.

As of December 31, 2025, there were no Class A ordinary shares issued or outstanding.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 per share.

As of March 31, 2026 and December 31, 2025, there were 9,583,333 Class B ordinary shares issued and outstanding.

As of June 30, 2026 and December 31, 2025, there were 9,583,333 Class B ordinary shares issued and outstanding.

The Class B ordinary 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.

10 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

SEGMENT INFORMATION

9 unchanged sentences

Three Months Ended

Six Months Ended

General and administrative expenses $ 186,057 $ 491,514

4 unchanged sentences

The CODM will review the interest that will be earned and accrued on cash 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.

General and Administrative expense are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the business combination period.

General and Administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the business combination period.

The CODM also reviews formation, general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2026

JUNE 30, 2026

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about the Company’s assets that are measured at fair value as of March 31, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level March 31,

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Level June 30,

2026 December 31,

11 unchanged sentences

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the unaudited condensed financial statements was issued.

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date through the date that the unaudited condensed 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 unaudited condensed financial statements.

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 1. Financial Statements