Leapfrog Acquisition Corp-A美股招股说明书(2025-12-05版)

$125,000,000Leapfrog Acquisition Corporation12,500,000 Units Leapfrog Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company and formed for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization orsimilar business combination with one or more businesses, which we refer to throughout this prospectus as our initial businesscombination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated anysubstantive discussions, directly or indirectly, with any business combination target. While we may pursue an acquisition opportunityin any business, industry, sector or geographical location, we intend to identify and acquire a business focusing on energy orinfrastructure, 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 ClassA ordinary shareand one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ClassA ordinary share at aprice of $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. No fractional warrants willbe issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable 30days after thecompletion of our initial business combination and will expire fiveyears after the completion of our initial business combination orearlier upon redemption or our liquidation, as described herein. The underwriters have a 45-day option from the date of this prospectusto 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 ClassA 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 twobusiness days prior to theconsummation 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 publicClass A ordinary shares, subject to the limitations and on the conditions described herein. The proceeds placed in the trust account andthe 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 Companypursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation ReductionActof2022 on any redemptions or stock buybacks by our company, prior to the release of such funds from the trust account upon ourinitial business combination.See“Summary—The Offering—Redemption rights for public shareholders upon completion ofour initial business combination” and “Summary—The Offering—Redemption of public shares and distribution andliquidation 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 notconduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any otherpersonwith whom such shareholder is acting in concert or as a“group”(as defined under Section 13 of the SecuritiesExchangeActof1934, as amended (the “ExchangeAct”), will be restricted from redeeming its shares with respect to more than anaggregate of 15% of the shares sold in this offering without our prior consent. However, we would not restrict our shareholders’ abilityto 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 ofshareholders holding 15% or more of the shares sold in this offering if we hold shareholder vote” for further discussion ofcertain limitations on redemption rights. Our sponsor, LeapFrog Partners LLC, and BTIG, LLC (“BTIG”), the representative of the underwriters, have committed, pursuant towritten agreements, to purchase an aggregate of 435,000 private units (or 472,500 private units if the over-allotment option isexercised 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-allotmentoption is