Leapfrog Acquisition Corp

As filed with the U.S. Securities and Exchange Commission on September 4, 2025.

Registration No. 333-

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

Washington, D.C. 20549

FORMS-1**

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Leapfrog Acquisition Corporation**

**(Exact name of registrant as specified in its charter)

**c/o LeapFrog Partners LLC

350 Springfield Avenue, Suite 200

Summit, NJ 07078

Tel: (201)-379-4200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

**Matthew R. Pollard

Chief Executive Officer

**Leapfrog Acquisition Corporation

c/o LeapFrog Partners LLC

350 Springfield Avenue, Suite 200

Summit, NJ 07078

Tel: (201)-379-4200

**(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

$125,000,000

12,500,000 Units

Leapfrog Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. 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.

This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion of our initial business combination and will expire five years after the completion of our initial business combination or earlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectus to purchase up to an additional 1,875,000 units to cover over-allotments, if any.

We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares that were sold as part of the units in this offering, which we refer to collectively as our public shares, upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account described below as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account, less taxes payable (but without deduction for any excise or similar tax that may be due or payable), divided by the number of then outstanding public Class A ordinary shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trust account and the interest earned thereon will not be used to pay for possible excise tax or any other fees or taxes that may be levied on the Company pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022 on any redemptions or stock buybacks by our company, prior to the release of such funds from the trust account upon our initial business combination.See“Summary — The Offering — Redemption rights for public shareholders upon completion of our initial business combination” and “Summary — The Offering — Redemption of public shares and distribution and liquidation if no initial business combination” for more information.

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our 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 Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initial business combination.See “Summary — The Offering — Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion of certain limitations on redemption rights.

Our sponsor, LeapFrog Partners LLC, and BTIG, LLC (“BTIG”), the representative of the underwriters, have committed, pursuant to written agreements, to purchase an aggregate of 435,000 private units (or 472,500 private units if the over-allotment option is exercised in full) at a price of $10.00 per unit for an aggregate purchase price of $4,350,000 (or $4,725,000 if the over-allotment option is exercised in full). Of these private units, our sponsor has agreed to purchase 310,000 private units (or 328,750 if the over-allotment option is exercised in full) and BTIG has agreed to purchase 125,000 private units (or 143,750 private units if the over-allotment option is exercised in full). Each private unit will be identical to the units sold in this offering, except as described in this prospectus. The private units will be sold in a private placement that will close simultaneously with the closing of this offering, including the over-allotment option, as applicable. The private units are identical to the units sold in this offering, subject to certain limited exceptions as described in this prospectus.

As part of the 310,000 private unit purchase that our sponsor has committed to make, [_____] institutional investors (none of which are affiliated with any member of our management, our sponsor, BTIG or any other investor), which we refer to as the “non-managing sponsor investors” throughout this prospectus, have expressed an interest to indirectly purchase, through the purchase of non-managing sponsor membership interests, an aggregate of 243,333 private units ($2,433,330 in the aggregate) at a price of $10.00 per unit (or 262,083 private units ($2,620,830 in the aggregate) if the over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. Subject to each non-managing sponsor investor purchasing the public units allocated to it in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price ($0.005 per share) to the non-managing sponsor investors reflecting interests in an aggregate of 1,946,664 founder shares (or 2,096,664 founder shares if the over-allotment option is exercised in full) held by the sponsor. Due to such nominal purchase price, the non-managing sponsor investors will have the potential to realize enhanced economic returns from its investment as compared to other investors in the offering. The non-managing sponsor investors will have no right to vote the founder shares, private units or securities comprising the private units that they hold indirectly through membership interests in the sponsor.

Under no circumstances will we issue more than an aggregate of 472,500 private placement units in this offering. As a result, the number of private placement units purchased by the non-managing sponsor investors through the sponsor, if any, will proportionally reduce the number of private placement units that would otherwise be purchased by the managing member of the sponsor through the sponsor. For a discussion of certain additional arrangements with the non-managing sponsor investors, see “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, any other holder of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.”

The non-managing sponsor investors have expressed to us an interest in purchasing up to an aggregate of approximately [ ] units in this offering at the offering price (assuming the exercise in full of the underwriters’ over-allotment option). None of the non-managing sponsor investors has expressed to us an interest in purchasing more than 9.9% of the units to be sold in this offering. There can be no assurance that the non-managing sponsor investors will acquire any units, either directly or indirectly, in this offering, or as to the amount of the units the non-managing sponsor investors will retain, if any, prior to or upon the consummation of our initial business combination. Because these expressions of interest are not binding agreements or commitments to purchase, non-managing sponsor investors may determine to purchase fewer units in this offering, or none at all.

Depending on how many public units are purchased by the non-managing sponsor investors, the post-offering trading volume, volatility and liquidity of our securities may be reduced relative to what they would have been had the units been more widely offered and sold to other public investors. We do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements. The underwriters have full discretion to allocate the units to investors and may determine to sell fewer units to the non-managing sponsor investors, or none at all, and the purchase of the non-managing sponsor membership interests is not contingent upon participation in this offering or vice versa. The underwriters will receive the same upfront discounts and commissions and deferred underwriting commissions on units purchased by the non-managing sponsor investors, if any, as they will on the other units sold to the public in this offering.

None of the non-managing sponsor investors has any obligation to vote any of their public shares in favor of our initial business combination. Nevertheless, the non-managing sponsor investors will be incentivized to vote their public shares in favor of a business combination due to their indirect ownership through the sponsor of founder shares and private units.For a discussion of certain additional arrangements with the non-managing sponsor investors, see “Summary — The Offering — Expressions of Interest.”

On August 6, 2025, our sponsor purchased, and the Company issued to the sponsor, 4,791,667 Class B ordinary shares, each of a par value of $0.0001 for an aggregate purchase price of $25,000, or approximately $0.005 per share. The Class B ordinary shares will automatically convert into Class A ordinary shares in connection with the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment as provided herein. Because our sponsor acquired the Class B ordinary shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering.

The Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may also result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. If additional Class A ordinary shares, or equity-linked securities (as described herein), are issued or deemed issued in excess of the amounts issued in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution 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) all Class A ordinary shares outstanding upon the completion of this offering, plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with our 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 units issued to our sponsor or any of its affiliates or to our officers or directors upon conversion of working capital loans); provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Public shareholders will experience additional dilution from the issuance of the shares (the “private shares”) underlying the private units issued in this offering. Further, upon exercise of the warrants underlying the private units (the “private warrants”), we will issue an aggregate 217,500 Class A ordinary shares (or 236,250 Class A ordinary shares if the underwriters’ over-allotment option is exercised in full). The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. In addition, following the closing of this offering, we may obtain working capital loans from our sponsor or any of its affiliates or officers and directors. 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 our sponsor. These private units, including the warrants associated with them, would add to the dilution experienced by investors in the offering.

Prior to the closing of our initial business combination, only holders of our Class B ordinary shares (i) will have the right to vote to appoint and remove directors prior to or in connection with the completion of our initial business combination; and (ii) will be entitled to vote on continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to adopt new constitutional documents as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted to a vote of our shareholders prior to or in connection with the completion of our initial business combination, holders of the Class B ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.See “Summary — Sponsor Information”, “Summary — The Offering — Founder Shares”, “Summary — The Offering — Transfer Restrictions on Founder Shares”, and “Summary — The Offering — Founder Shares Conversion and Anti-Dilution Rights” and “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.” for further discussion of our sponsor’s and our affiliates’ securities and compensation.

The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. As a result of their indirect interest in the founder shares through membership interests in our sponsor, our management team 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. In addition, upon consummation of this offering, we will repay up to $300,000 in loans made to us by our sponsor to cover offering-related and organizational expenses. In the event that following this offering we obtain working capital loans from our sponsor or any of its affiliates or from our officers or directors to finance transaction costs related to our initial business combination, 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 our sponsor. As a result, there may be actual or potential material conflicts of interest between our sponsor and its affiliates on the one hand, and purchasers in this offering on the other hand.See the sections titled “Summary — Sponsor Information”, “Summary — Conflicts of Interest”, “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — Since our sponsor, officers and directors, and any other holders of our founder shares, including any non-managing sponsor investors, may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. See “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination” and “Management — Conflicts of Interest” for more information.

We have until the date that is 24 months from the closing of this offering to consummate our initial business combination. In addition, this period may be extended by shareholder approval to amend our amended and restated memorandum and articles of association. Our board of directors may also elect an earlier liquidation date. 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. If we are unable to complete our initial business combination within the applicable time period, or by such earlier liquidation date as our board of directors may approve, we will 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 earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law as further described herein.

Each of our officers and directors currently 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. Additionally, our sponsor, our officers and directors or their affiliates may be paid finder’s fees, advisory fees, consulting fees or success fees in order to effectuate the completion of our initial business combination. Additionally, following consummation of a business combination, members of our management team will be entitled to reimbursement for any out-of-pocket expenses. As a result, there may be actual or potential material conflicts of interest between members of our management team, our sponsor and its affiliates on the one hand, and purchasers in this offering on the other**. See “Management—Conflicts of Interest” for more information.**

Currently, there is no public market for our units, Class A ordinary shares or warrants. We intend to apply to have our units listed on The Nasdaq Global Market, or Nasdaq, under the symbol “[ ],” on or promptly after the date of this prospectus. We cannot guarantee that our securities will be approved for listing on Nasdaq. We expect the Class A ordinary shares and warrants comprising the units to begin separate trading on the 52 nd day following the date of this prospectus unless BTIG, the lead representative of the underwriters, informs us of its decision to allow earlier separate trading, subject to our satisfaction of certain conditions as described further herein. Once the securities comprising the units begin separate trading, we expect that the Class A ordinary shares and warrants will be listed on Nasdaq under the symbols “[ ]” and “[ ]”, respectively.

We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 42 for a discussion of information that should be considered in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

No offer or invitation, whether directly or indirectly, is being or may be made to the public in the Cayman Islands to subscribe for any of our securities.

Of the proceeds we receive from this offering and the sale of the private units described in this prospectus, $125,000,000, or $143,750,000 if the underwriters’ over-allotment option is exercised in full ($10.00 per unit in either case), will be placed in a U.S.-based trust account with Odyssey Transfer and Trust Company acting as trustee.

Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and material dilution upon the closing of this offering. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-for-one basis upon conversion.See the section titled “Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in material dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”.

The following table illustrates the difference between the public offering price per unit and our net tangible book value per share (“NTBV”), as adjusted to reflect various potential redemption levels that may occur in connection with the closing of our initial business combination, on a pro forma basis to give effect to this offering and the issuance of the private placement units, assuming the redemption of our public shares at varying levels and the exercise in full and no exercise of the over-allotment option. NTBV excludes the effect of the consummation of our initial business combination or any related transactions or expenses.See the section titled “Dilution” for more information .

.

Our sponsor and members of our management team will directly or indirectly own our securities following this offering, 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. Additionally, 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. As a result, there may be actual or potential material conflicts of interest between our sponsor and our management team and their respective affiliates on the one hand, and purchasers in this offering on the other. See the sections titled “Summary — Conflicts of Interest”, “Proposed Business — Sourcing of Potential Business Combination Targets” and “Management — Conflicts of Interest” for more information.

The underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers on or about [ ], 2025.

Sole Book-Running Manager

BTIG

** , 2025**

Table of Contents

We are responsible for the information contained in this prospectus. We have not, and the underwriters have not, authorized anyone to provide you with information that is different from or inconsistent with that contained in this prospectus. We are not, and the underwriters are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

Trademarks

This prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the® or ™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

i

SUMMARY

This summary only highlights the more detailed information appearing elsewhere in this prospectus. As this is a summary, it does not contain all of the information that you should consider in making an investment decision. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

“special resolution” are to a resolution of the company passed by at least a two-thirds (2/3) majority (or such higher approval threshold as specified in the company’s amended and restated memorandum and articles of association) of the holders of the ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company of which notice specifying the intention to propose the resolution as a special resolution has been duly given, or a resolution approved in writing by all of the holders of the issued shares entitled to vote on such matter;

Any conversion of the Class B ordinary shares described in this prospectus will take effect as a compulsory redemption of Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law.

Any forfeiture of shares, and all references to forfeiture of shares, described in this prospectus shall take effect as a surrender of shares for no consideration as a matter of Cayman Islands law. Any share dividend described in this prospectus will take effect as a share capitalization as a matter of Cayman Islands law (that is, an issuance of shares from share premium).

Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

OUR COMPANY

We are a blank check company incorporated on June 20, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. 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.

We believe that the experience and capabilities of our management team will make us an attractive partner to potential target businesses, enhance our ability to complete a successful business combination, and bring value to the business post-business combination.

Our Management Team

Our management team is led by Matthew R. Pollard, our Chief Executive Officer, and Abhay N. Pande, our President and Chief Investment Officer. Kevin M. Murphy is our Chief Financial Officer.

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. In 1995, Mr. Pollard served as a co-founder and partner of Power Pacific Company, a power project development firm targeting investment opportunities in China. 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, and analyst and associate at Merrill Lynch & Co. in New York and Hong Kong from 1990 to 1995. 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. Pandehas 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 commissioner 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 transactions, including initial public offerings, 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. Murphyhas 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 investors in Myanmar and the Mekong region’s dynamic economies. 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.

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.

Our Board of Directors

Our Board of Directors will include five members upon the commencement of trading of the units on Nasdaq. The board will be led by Abhay Pande and will consist of industry leaders and experienced investors in the sectors in which we may seek an initial business combination. Each brings diversity of experience, perspective and industry contacts that when combined create an effective Board of Directors. Our Board of Directors will be comprised of Mr. Pollard, Mr. Pande, and will also include:

R. Ian Angellhas 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, leading the merger and acquisition and commercial portfolio in Southeast Asia and negotiating over $1.5 billion in transactions and arrangements. 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 Hyatthas 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 Grand Officer 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. Narayanhas 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 Systemes, where he managed overall P&L for a team of over 950 people. He also managed Dassault Systemes’ full brand portfolio of $250 million for Southeast Asia.

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.

Business Opportunity Overview

The Market Opportunity

We intend to focus on identifying a business combination target with a strategic position in the international energy supply chain and critical minerals sectors, including their related infrastructure. We define strategic assets as those that are difficult to replicate, strategically important to their end markets, and positioned to benefit from secular demand trends. We believe that the realignment of global natural resource supply chains, driven by geopolitical and economic trends, will generate long-term investment returns through a combination of organic growth, operational improvements, and consolidation.

Strategic energy supply chains include companies that control essential links in energy production, processing, and distribution networks. These businesses possess assets that are difficult to replicate due to geographic advantages, regulatory barriers, or specialized infrastructure requirements. Strategic and critical minerals encompass materials essential for energy transition, defense applications, and advanced manufacturing, where supply concentration and technical barriers create competitive moats for well-positioned companies.

The investment opportunity is driven by converging factors affecting these strategic sectors:

Strategic and critical minerals present significant investment opportunities, with demand for high-technology manufacturing, aerospace, advanced manufacturing and defense applications expected to grow substantially. We focus on strategic materials that are difficult to replicate due to geographic concentration, technical processing requirements, or regulatory barriers, and that are strategically important to their end markets. The U.S. Geological Survey maintains a list of 54 critical minerals essential to economic and national security, with the U.S. currently import-dependent for many of these materials. The IEA estimates mineral demand for clean energy technologies could more than double by 2030 and triple by 2040, while concurrent demand growth from defense, healthcare, electronics, and advanced manufacturing sectors compounds supply constraints and benefits companies with strategic market positions. These market dynamics create opportunities for metals and minerals businesses positioned within consolidating supply chains:

Five structural trends are reshaping investment patterns across energy, critical minerals, and infrastructure sectors:

These structural changes are expected to create opportunities for revenue growth and business expansion, as companies address rising demand and capacity constraints across energy, mineral and infrastructure sectors. The convergence of increasing energy requirements, infrastructure bottlenecks, and supply chain diversification needs may create expanding market opportunities for companies with established operations, strategic partnerships, or technological capabilities that will be attractive for investors.

Our Business Strategy and Acquisition Criteria

Our strategy is to identify, acquire, and, after our initial business combination, support a company that is well-positioned within the evolving global economic landscape. We will leverage the experience and network of our management team to source and conduct due diligence on potential acquisition targets. While we are not limited to a particular type of company, we intend to focus on businesses that exhibit some or all of the following characteristics:

These criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. We may decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.

Competitive Strengths

We believe the experience of our management team and their track record will enable us to identify and execute an initial business combination and create value for our shareholders following such combination. We believe our key strengths include:

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about the target and its industry which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds available for us to use to complete another business combination.

Our ability to identify and evaluate a target company may be impacted by significant competition among other SPACs in pursuing a business combination transaction candidate and the significant competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.

Initial Business Combination

We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders, voting together as a simple class, as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement.

We have until the date that is 24 months from the closing of this 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, but without deduction for any excise or similar tax that may be due or payable), divided by the number of then issued and outstanding public shares, subject to applicable law.

If we are unable to complete our initial business combination within the 24 month completion period described above and we do not extend the period shareholder vote as described above, we will 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 earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata redemption price to be approximately $10.00 per public share (whether or not the underwriters exercise their over-allotment option), without taking into account any interest or other income earned on such funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our public shareholders.

If we do not complete our initial business combination within the completion window, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the amount of time we will have to consummate an initial business combination, although we do not current intend to do so. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of this offering. If we determine not to or are unable to extend the time period to consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s investment in our founder shares and our private units (and the securities comprising such units) will be worthless.

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account). Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post transaction 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, or the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors or 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. 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.

Members of our management team and our independent directors will directly or indirectly own founder shares and/or private units following this offering and, accordingly, 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. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination within 24 months from the closing of this offering, or by such earlier liquidation date as our board of directors may approve, the founder shares and private units (and the securities comprising such units) may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders. Further, each of 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.

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. However, because we expect that our company will generally have priority over any other special purpose acquisition companies subsequently formed by our sponsor, officers or directors with respect to acquisition opportunities until we complete our initial business combination or enter into a contractual agreement that would restrict our ability to engage in material discussions regarding a potential initial business combination, we do not believe that any such potential conflicts would which could materially affect our ability to complete our initial business combination.

Prior to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Competition

In identifying, evaluating and selecting a target business for our initial business combination, we may encounter significant competition from other entities having a business objective similar to ours (including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions), which competition may impact the attractiveness of the acquisition terms that we will be able to negotiate. Many of these entities are well-established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess financial, technical, human and other resources that are similar to or greater than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with the exercise of redemption rights by our public shareholders may reduce the resources available to us for our initial business combination and our issued and outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either or both of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. See*“Risk Factors — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.”*

Additional Financing

We intend to effectuate our initial business combination using cash from the proceeds of this offering, the sale of the private placement units, our equity, debt or a combination of these as the consideration to be paid in our initial business combination. Generally, the issuance of additional shares in a business combination:

We may issue shares to investors in private placement transactions (so-called PIPE transactions) in order to complete an initial business combination and provide sufficient liquidity and capital to the post-business combination entity. As of the date of this prospectus, we have no commitments to issue any shares in connection with such a transaction. The price of the shares so issued in connection with an initial business combination may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Any such issuances of equity securities at a price that is less than $10.00 or the prevailing market price of our shares at that time could be structured to ensure a return on investment to the investors and could dilute the interests of our existing shareholders in a manner that would not ordinarily occur in a traditional initial public offering and could result in both a reduction in the trading price of our shares to the price at which we issue such equity securities and fluctuations in the net tangible book value per share of the combined company’s securities following the completion of our initial business combination. We may also provide price protection or other incentives, or issue convertible securities such as preferred equity or convertible debt, and the exercise or conversion price of those securities may be fixed or adjustable, and may be less, and potentially significantly less, than $10.00 per share or the market price for our shares at such time. Such issuances could also result in additional transaction costs related to our initial business combination compared to a traditional initial public offering, including the placement fees associated with the engagement of a placement agent in connection with PIPE transactions.

Although we have no commitments as of the date of this prospectus to issue any notes or other debt, or to otherwise incur debt following this offering, we may choose to pursue a business combination in connection with which we incur substantial debt. No issuance of debt will affect the per share amount available for redemption from the trust account. However, if we issue debt securities or otherwise incur significant debt to banks or other lenders or the owners of a target, it could result in:

For more information also see “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest of our shareholders and likely present other risks**,” “**Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time,” “Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us,” and “Risk Factors — Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination — We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.”

Sponsor Information

Our sponsor is a Delaware limited liability company, which was formed in May 2025 to invest in our company. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company.

Our sponsor is managed by LeapFrog Management LLC, a Delaware limited liability company formed in May 2025 to manage our sponsor. LeapFrog Management LLC is wholly owned and managed by Michael R. Pollard, our Chief Executive Officer, and Abhay N. Pande, our President and Chief Investment Officer, and Kevin M. Murphy, our Chief Financial Officer. Our director nominees are expected to purchase minority non-managing interests in LeapFrog Management LLC in connection with this offering.

Subject to the non-managing sponsor investors purchasing the public units allocated to them in connection with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price ($0.005 per share) to the non-managing sponsor investors reflecting interests in an aggregate of 4,166,667 founder shares (or 4,791,667 founder shares if the over-allotment option is exercised in full) held by the sponsor. Non-managing sponsor investors will have no right to control the sponsor or participate in any decision regarding the disposal of any security held by the sponsor, or otherwise.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates:

Because our sponsor acquired the founder shares at a nominal price ($0.005 per share), our public shareholders will incur immediate and substantial dilution upon the closing of this offering, assuming no value is ascribed to the warrants included in the units. As a result, the holders of our founder shares (including certain of our directors and officers that indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares. Further, the Class A ordinary shares issuable in connection with the conversion of the founder shares may result in material dilution to our public shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. Additionally, our public shareholders may experience dilution from the exercise of the 155,000 private warrants (164,375 private warrants if the underwriters’ over-allotment option is exercised in full) that compose part of the private units to be purchased by our sponsor simultaneously with the closing of this offering as well as conversion of any working capital loans into units, if elected by the sponsor or by another person or entity who made such working capital loans. The exercise of the warrants would cause the actual dilution to the public shareholders to be higher, particularly where a cashless exercise is utilized. See the sections titled*“Risk Factors — Risks Relating to our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline”* and*“Dilution.”*

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or at any time prior thereto at the option of the holder thereof, on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. The Class A ordinary shares issuable in connection with the conversion of the Class B ordinary shares may result in material dilution to our public shareholders due to the anti-dilution rights of our Class B ordinary shares that may result in an issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion. If additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to the closing of our initial business combination, the ratio at which Class B ordinary shares shall 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 anti-dilution 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, on an as-converted basis, 25% of 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 units issued to our 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 our 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 our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our 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. Our public shareholders may incur material dilution due to such anti-dilution adjustments that result in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion.

If we raise additional funds through equity or convertible debt issuances, our public shareholders may suffer significant dilution. This dilution would increase to the extent that the anti-dilution provision of the founder shares result in the issuance of Class A shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination. In addition, the cashless exercise of the private warrants would further increase the dilution to our public shareholders.

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the founder shares and private units, as summarized in the table below.

Up to 625,000 of the founder shares will be surrendered for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. In addition, in order to facilitate our initial business combination or for any other reason determined by our sponsor in its sole discretion, our sponsor may surrender or forfeit, transfer or exchange our founder shares, private units or any of our other securities, including for no consideration, as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or enter into any other arrangements with respect to any such securities. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth herein.

Corporate Information

Our executive offices are located at 350 Springfield Avenue, Suite 200, Summit, NJ 07078, and our telephone number is (201)-379-4200. We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Law. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are 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”). As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the prior June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.

In addition, after completion of this offering and prior to the consummation of a business combination, only holders of our Class B ordinary shares will have the right to vote on the appointment or removal of directors. As a result, Nasdaq will consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.