Leapfrog Acquisition Corp

Previous wording

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, on December 8, 2025, we consummated the Initial Public Offering of 14,375,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 1,875,000 Units, at $10.00 per Unit, generating gross proceeds of $143,750,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of 472,500 Private Placement Units at a price of $10.00 per Private Placement Unit, in a Private Placement to the Company’s Sponsor and BTIG, LLC, the representative of the underwriters, generating gross proceeds of $4,725,000.

Current wording

On December 8, 2025, we consummated our initial public offering (the “Initial Public Offering”) of 14,375,000 units (the “Units”) at $10.00 per Unit, generating gross proceeds of $143,750,000.

Previous wording

On December 8, 2025, simultaneously with the consummation of the Offering, the Company consummated the private placement of 328,750 units to the Sponsor and an aggregate of 143,750 units to BTIG (collectively, the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating gross proceeds of $4,725,000 (the “Private Placement”).

Current wording

Simultaneously with the closing of the Initial Public Offering, we consummated the sale of (i) 472,500 Private Placement Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant (the “Sponsor Private Placement Units”), at a price of $10.00 per Sponsor Private Placement Unit in a private placement, generating gross proceeds of $4,725,000 (the “Private Placement”). Of the 472,500 Private Placement Units, the Sponsor purchased 328,750 Private Placement Units and the BTIG, LLC, the representative of the underwriters, purchased 143,750 Private Placement Units.

Previous wording

A total of $143,750,000 of the net proceeds from the Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Odyssey Transfer and Trust Company acting as trustee.

Current wording

A total of $143,750,000 of the net proceeds from the Initial Public Offering and the Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the “Trust Account”), with Odyssey Transfer and Trust Company acting as trustee.

Previous wording

We are a blank check company incorporated in the Cayman Islands on June 20, 2025, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Units, our shares, debt or a combination of cash, shares and debt.

Current wording

We have not yet selected any business combination target. We intend to effectuate our business combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Sponsor Private Placement Units, our shares, debt or a combination of cash, shares and debt.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 20, 2025 (inception) through September 30, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest earned on investments held in Trust Account. We incur expenses as a result of being a public company for legal, financial reporting, accounting and auditing compliance.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from June 20, 2025 (inception) through March 31, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest earned on investments held in Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the initial shareholders and loans from the Sponsor.

Current wording

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of shares of Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor. As of March 31, 2026, the Company had $1,010,279 in cash and a working capital of $1,115,772.

Previous wording

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

Unless and until we complete our initial Business Combination, no proceeds held in the Trust Account will be available for our use, except the withdrawal of interest to pay our taxes (but without deduction for any excise or similar tax that may be due or payable) and/or to redeem our public shares in connection with an amendment to our amended and restated memorandum and articles of association. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,200,000 of such loans may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units. At September 30, 2025 no Working Capital Loans were outstanding.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,200,000 of such loans (the “Working Capital Loans”) may be convertible into units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. Such units would be identical to the Private Placement Units.

Previous wording

As of September 30, 2025, the Company had a working capital deficit of $331,318. As of December 8, 2025, after consummation of the Initial Public Offering, the Company had $1,395,995 in its operating bank account and a working capital surplus of $1,390,659. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will be sufficient to fund operations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements — Going Concern,” management concluded that the liquidity condition raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that alleviates the substantial doubt about the Company’s ability to continue as a going concern.

Current wording

As of March 31, 2026, the Company had $1,010,279 in its operating bank account and a working capital surplus of $1,115,772. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. Management plans to complete a Business Combination before the mandatory liquidation date and anticipates that the Company will have sufficient liquidity to fund its operations until then. However, there is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Completion Window or that liquidity will be sufficient to fund operations. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Presentation of Financial Statements — Going Concern,” Management has determined that, pursuant to the proceeds received from the Initial Public Offering, it has access to funds that allow the Company to continue as a going concern.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the Sponsor or an affiliate to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the initial Business Combination or the liquidation, the Company will cease paying the $10,000 monthly fee.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement with the Sponsor or an affiliate to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. This arrangement will terminate upon completion of a Business Combination or the distribution of the Trust Account to the public shareholders.

Previous wording

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit or $2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit or $5,031,250 in the aggregate, payable to the underwriters from the amounts held in the Trust Account only upon the completion of an initial Business Combination, subject to the terms of the underwriting Agreement.

Current wording

The underwriters were entitled to a cash underwriting discount of $0.20 per Unit sold in the Initial Public Offering, or $2,875,000 in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of $0.35 per Unit, or $5,031,250 in the aggregate, payable to the underwriters from the amounts held in the Trust Account only upon the completion of an initial Business Combination, subject to the terms of the underwriting agreement.