Leapfrog Acquisition Corp. Files 8-K with Material Agreements

TL;DR

LFAC filed an 8-K detailing material agreements, equity sales, and board changes.

AI Summary

Leapfrog Acquisition Corp. (LFAC) entered into a Material Definitive Agreement on December 4, 2025. The company also reported on unregistered sales of equity securities, changes in its board of directors and officers, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential future business developments for Leapfrog Acquisition Corp., including material agreements and changes in governance.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate events and potential financial implications.

Key Numbers

• 001-42993 — SEC File Number (Identifies the specific SEC filing series for Leapfrog Acquisition Corp.)
• 11.50 — Warrant Exercise Price (Indicates the price at which warrants can be exercised for Class Ordinary Shares.)

Key Players & Entities

• Leapfrog Acquisition Corp. (company) — Filer of the 8-K
• LFAC (company) — Ticker symbol for Leapfrog Acquisition Corp.
• 0001185185-25-001995 (filing_id) — Accession number for the filing
• 20251210 (date) — Filing date
• 20251204 (date) — Period of report
• 350 SPRINGFIELD AVENUE (address) — Company's business and mailing address
• SUMMIT, NJ 07078 (address) — Company's business and mailing address

FAQ

Key Financial Figures

• $0.0001 — LC Class A ordinary shares, par value $0.0001 per share LFAC The Nasdaq Stock Mar
• $11.50 — ordinary share at an exercise price of $11.50 LFACW The Nasdaq Stock Market LLC
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to
• $143,750,000 — rating gross proceeds to the Company of $143,750,000. In connection with the Offering, the
• $4,725,000 — ment Unit, generating gross proceeds of $4,725,000 (the "Private Placement"). No underwrit

Filing Documents

• leapfrog8k120925.htm (8-K) — 54KB
• leapfrogex1-1.htm (EX-1.1) — 235KB
• leapfrogex3-1.htm (EX-3.1) — 350KB
• leapfrogex4-1.htm (EX-4.1) — 116KB
• leapfroge10-1.htm (EX-10.1) — 46KB
• leapfroge10-2.htm (EX-10.2) — 77KB
• leapfroge10-3.htm (EX-10.3) — 109KB
• leapfroge10-4.htm (EX-10.4) — 45KB
• leapfroge10-5.htm (EX-10.5) — 48KB
• leapfroge10-6.htm (EX-10.6) — 9KB
• leapfroge99-1.htm (EX-99.1) — 10KB
• leapfroge99-2.htm (EX-99.2) — 9KB
• ex3-1_002.jpg (GRAPHIC) — 12KB
• ex3-1_001.jpg (GRAPHIC) — 4KB
• 0001185185-25-001995.txt ( ) — 1599KB
• lfac-20251204.xsd (EX-101.SCH) — 4KB
• lfac-20251204_def.xml (EX-101.DEF) — 27KB
• lfac-20251204_lab.xml (EX-101.LAB) — 37KB
• lfac-20251204_pre.xml (EX-101.PRE) — 25KB
• leapfrog8k120925_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On December 4, 2025, the registration statement on Form S-1 (File No. 333-290036) (the "Registration Statement") relating to the initial public offering (the "Offering") of Leapfrog Acquisition Corporation, a Cayman Islands exempted company (the "Company"), was declared effective by the U.S. Securities and Exchange Commission. On December 8, 2025, the Company consummated the Offering of 14,375,000 units (the "Units"), including 1,875,000 Units issued pursuant to the underwriters' exercise of over-allotment in full. Each Unit consists of one Class A ordinary share, par value $0.0001 per share ("Class A Ordinary Shares"), and one-half of one redeemable warrant (each, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $143,750,000. In connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: An Underwriting Agreement, dated December 4, 2025, between the Company and BTIG, LLC, as representative of the underwriters named therein (the "Representative"), a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this "Report") and incorporated herein by reference; A Warrant Agreement, dated December 4, 2025, between the Company and Odyssey Transfer & Trust Company ("Odyssey"), as warrant agent, a copy of which is filed as Exhibit 4.1 to this Report and incorporated herein by reference; A Letter Agreement, dated December 4, 2025, among the Company, its directors and officers and LeapFrog Partners, LLC (the "Sponsor"), a copy of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference; An Investment Management Trust Agreement, dated December 4, 2025, b

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 4, 2025, the Company filed its amended and restated memorandum and articles of association (the "Amended Articles") with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 200,000,000 Class A Ordinary Shares, (ii) 20,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares, par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. A total of $143,750,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company's public shareholders (the "Trust Account"), with Odyssey acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes (excluding any 1% U.S. federal excise tax on stock repurchases under the Inflation Reduction Act of 2022, or similar tax, that is imposed on us, if any), if any, the funds held in the Trust Account will not be released from the Trust Account until the earliest of (i) the completion of our initial business combination, (ii) the redemption of our public shares if we are unable to complete our initial business combination within the completion window, subject to applicable law, or (iii) the redemption of our public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem l 00% of our public shares if we have 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. On December 5, 2025, the Company issued a press release announcing the pricing of the Offering, and on December 9, 2025, the Company issued a press release announcing the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this Report and incorporated herein by reference. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated December 4, 2025, between the Company and BTIG, LLC. 3.1 Amended and Restated Memorandum and Articles of Association of the Company. 4.1 Warrant Agreement, dated December 4, 2025, between the Company and Odyssey Transfer & Trust Company. 10.1 Letter Agreement, dated December 4, 2025, among the Company , its directors and officers and LeapFrog Partners, LLC. 10.2 Investment Management Trust Agreement, dated December 4, 2025, between the Company and Odyssey Transfer & Trust Company. 10.3 Registration Rights Agreement, dated December 4, 2025, among the Company, LeapFrog Partners, LLC and the holders signatory thereto. 10.4 Private Placement Units Purchase Agreement, dated December 4, 2025, between the Company and LeapFrog Partners, LLC. 10.5 Private Placement Units Purchase Agreement, dated December 4, 2025, between the Company and BTIG, LLC. 10.6 Administrative Services Agreement, dated December 4, 2025, between the Company and LeapFrog Partners, LLC. 10.7 Form of Indemnity Agreement (incorporated by reference to an exhibit to the Registrant's Form S-1/A (File No. 333-290036), filed with the SEC on October 24, 2025). 99.1 Press Release, dated December 5, 2025. 99.2 Press Release, dated December 9, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 3 SIGNATURE 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 hereunto duly authorized. LEAPFROG ACQUISITION CORPORATION By: /s/ Abhay Pande Name: Abhay Pande Title: President and Chief Investment Officer Date: December 10, 2025 4

View Full Filing

View this 8-K filing on SEC EDGAR