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Leapfrog Acquisition Corp

For the period ended Dec 31, 2025. Filed Mar 20, 2026.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Mar 20, 2026

LFAC$10.100.0%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31,2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

(Exact name of Registrant as specified in its charter)

Cayman Islands001-42993N/A
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification Number)

350 Springfield Avenue, Suite 200, Summit, New Jersey,07078

(Address of principal executive office) (Zip Code)

**(201)379-4200 **

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrantLFACUThe Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per shareLFACThe Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50LFACWThe Nasdaq Stock Market LLC

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.: Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company.” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer☐Accelerated Filer☐
Non-Accelerated Filer☒Smaller Reporting Company☒
Emerging Growth Company☒

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No☐

As of March 20, 2026, there were 143,750,000 Class A ordinary shares, $0.0001 par value and 4,791,667 Class B ordinary shares, $0.0001 par value, issued and outstanding.

Documents Incorporated by Reference: None.

Table of Contents

Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSii
PART I1
Item 1. Business1
Item 1A. Risk Factors26
Item 1B. Unresolved Staff Comments71
Item 1C. Cybersecurity71
Item 2. Properties71
Item 3. Legal Proceedings71
Item 4. Mine Safety Disclosures71
PART II72
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities72
Item 6. [Reserved]72
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations73
Item 7A. Quantitative and Qualitative Disclosures about Market Risk76
Item 8. Financial Statements and Supplementary Data76
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure76
Item 9A. Controls and Procedures76
Item 9B. Other Information76
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections76
PART III77
Item 10. Directors, Executive Officers and Corporate Governance77
Item 11. Executive Compensation85
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters85
Item 13. Certain Relationships and Related Transactions, and Director Independence87
Item 14. Principal Accounting Fees and Services89
PART IV90
Item 15. Exhibits, Financial Statement Schedules90
90
SIGNATURES91

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