8-K
Launch One Acquisition Corp. (LPAA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2026
LAUNCH ONE ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-42173 | 98-1781481 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) |
| 180 Grand Avenue, Suite 153Oakland, CA | 94612 |
|---|---|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
510 )692-9600
Not Applicable(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on WhichRegistered |
|---|---|---|
| Units,<br> each consisting of one Class A ordinary share and one-half of one redeemable warrant | LPAAU | The Nasdaq Stock Market LLC |
| Class<br> A ordinary shares, par value $0.0001 per share | LPAA | The Nasdaq Stock Market LLC |
| Warrants,<br> each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | LPAAW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On March 20, 2026, Launch One Acquisition Corp. (the “Company”), entered into a Working Capital Promissory Note (the “Working Capital Note”) with Launch One Sponsor, LLC (the “Sponsor”), the sponsor of the Company, pursuant to which the Sponsor may loan up to $1,000,000 to the Company in up to three tranches in substantially the same amounts and on substantially the same terms as the loans under that certain agreement, between the Sponsor and Keystone Capital Partners, LLC (“Keystone”), as agent for the lenders party thereto (the “Lenders” and such agreement, the “Credit Agreement”), including an initial loan to the Company of $500,000 upon execution and two additional loans of $250,000 each (in the case of the Working Capital Note, at the Sponsor’s sole election) in the event that the Company (A) enters into a letter of intent, memorandum of understanding or other agreement with respect to the Company’s initial business combination or (B) calls a shareholder meeting to extend its deadline to consummate its initial business combination, (ii) an original issue discount of 20% on each loan, such that the principal amount of each loan is 125% of the amount borrowed, (iii) annual interest of 8%, with a default interest rate of an additional 18% (for a total of 26%), to the maximum extent permitted by applicable law, (iv) a prepayment penalty of 10% (and in the case of the Working Capital Note, only to the extent with the written consent of the Sponsor), (v) a maturity date for all such loans, interest and other obligations under the Working Capital Note of the consummation of the Company’s initial business combination or the effective date of the winding up of the Company (or if earlier, upon an event of default), and (vi) an obligation to reimburse the Sponsor for its expenses in connection with obtaining the funds for the initial loan under the Working Capital Note (up to $25,000 to be withheld at the funding of the initial loan, which will be used to reimburse Keystone for its expenses under the Credit Agreement) and for any expenses of the Sponsor in connection with any refinancing of the debt or the enforcement of the Working Capital Note and for any reimbursement or indemnification obligations of the Sponsor under the Credit Agreement and related documents, subject in each case to a cap of $20,000 per occurrence (other than with respect to indemnification obligations), which expense reimbursement obligations will be taken out of the proceeds of any additional loans under the Working Capital Note or otherwise upon the maturity date (or earlier event of default). In light of the Company’s limited cash balance at year end, the Company’s board of directors and management determined to secure additional working capital through the Working Capital Note to fund past and ongoing operational expenses.
The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.
Item 8.01 Other Events.
In connection with the Working Capital Note, the Sponsor entered into the Credit Agreement, pursuant to which the Lenders agreed to provide loans to the Sponsor of up to $1,000,000 in the aggregate, to be funded in up to three tranches, consisting of an initial loan of $500,000 and two additional loans of $250,000 each (with such additional tranches subject to the consent of Keystone, not to be unreasonably withheld, delayed or conditioned), in each case subject to the terms and conditions of the Credit Agreement. In connection with the Credit Agreement, the Sponsor also entered into a Pledge Agreement (the “Pledge Agreement”) with Keystone, pursuant to which the Sponsor pledged 2,932,500 Class B ordinary shares of the Company (representing approximately 51% of the founder shares owned by the Sponsor), together with any proceeds thereof (the “Pledged Collateral”), as collateral to secure the obligations under the Credit Agreement. The loans under the Credit Agreement are non-recourse to the Sponsor, and the Lenders’ sole recourse in the event of a default is to foreclose upon such Pledged Collateral, which would remain subject to the Company’s governing documents and applicable lock-up arrangements, including the terms of the Letter Agreement, dated as of July 11, 2024, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”). The Sponsor is required to use the proceeds of the loans under the Credit Agreement to fund loans to the Company to pay for its expenses, including transaction expenses for future deals, amounts previously owed for prior business combination efforts and for administrative expenses. The loans under the Credit Agreement mature upon the earlier of the Company’s initial business combination or the Company’s liquidation. The Credit Agreement includes events of default for the Company’s failure to file with the Securities and Exchange Commission by a certain agreed upon date a proxy statement to call for a Company shareholder meeting to extend the Company’s deadline to consummate its initial business combination or for the Company’s failure to enter into a definitive business combination agreement with a target company or business prior to a certain agreed upon date. However, the Credit Agreement and Pledge Agreement solely bind the Sponsor and do not restrict the actions of the Company.
1
The Company, the Sponsor and Cantor Fitzgerald & Co., as representative of the underwriters in the Company’s initial public offering, also entered into a waiver letter pursuant to which the restrictions on transfers contained in the Insider Letter were waived solely to permit the pledge of the Pledged Collateral and any transfer thereof upon enforcement of the related security interest, but with the Lenders taking such Pledged Collateral subject to the terms of the Letter Agreement.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 10.1 | Working Capital Note dated as of March 20, 2026 by and between the Sponsor and the Company. |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LAUNCH ONE ACQUISITION CORP. | ||
|---|---|---|
| Dated: March 26, 2026 | ||
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer |
3
Exhibit 10.1
This Promissory Note (this “note”) has not been registered under the Securities Act of 1933, as amended (the “SecuritiesAct”), or any state securities laws and may not be offered, sold, transferred, pledged or otherwise disposed of except pursuant to an effective registration statement under the Securities Act or an available exemption from registration thereunder.
PROMISSORY NOTE
| Principal Amount: Up to $1,250,000 | Issuance Date: March 20, 2026 |
|---|
Launch One AcquisitionCorp., a Cayman Islands exempted company (“Maker”), promises to pay to the order of Launch One SponsorLLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”), the principal sum of up to One Million Two Hundred Fifty Thousand U.S. Dollars ($1,250,000), representing up to One Million U.S. Dollars ($1,000,000) in loans to be made by Payee to Maker from time to time pursuant to this Note, together with accrued interest thereon and an original issue discount of twenty percent (20%), in lawful money of the United States of America, on the terms and conditions described in this Note.
1. LoansBy Payee. On the date hereof, the parties acknowledge that Payee has made a loan to Maker of Five Hundred Thousand U.S. Dollars ($500,000) (the “Initial Loan”). The Initial Loan includes an original issue discount of twenty percent (20%), so that the initial principal amount of this Note is Six Hundred and Twenty-Five Thousand U.S. Dollars ($625,000), and which Initial Loan is subject to the terms and conditions of this Note. Prior to the Maturity Date, Payee may in its sole election make the following additional loans to Maker:
(a) Two Hundred Fifty Thousand U.S. Dollars ($250,000) in the sole election of Payee following Maker’s entry into a letter of intent, memorandum of understanding or other agreement with respect to Maker’s initial business combination (as such term is described in the IPO Prospectus (as defined below) (a “Business Combination”) (such additional loan, the “Business Combination Loan”), which Business Combination Loan will include an original issue discount of twenty percent (20%), so that the principal amount for such Business Combination Loan will be Three Hundred and Twelve Thousand Five Hundred U.S. Dollars ($312,500); and
(b) Two Hundred Fifty Thousand U.S. Dollars ($250,000) in the sole election of Payee following Maker’s calling of a shareholders meeting of Maker to approve an extension of Maker’s deadline to consummate its Business Combination (such additional loan, the “ExtensionLoan” and together with the Business Combination Loan, the “Additional Loans”, and collectively with the Initial Loan, the “Loans”), which Extension Loan will include an original issue discount of twenty percent (20%), so that the principal amount for such Extension Loan will be Three Hundred and Twelve Thousand Five Hundred U.S. Dollars ($312,500).
If the principal amount of a Loan is repaid to Payee at any time, Payee shall not be required to provide any additional Loans to Maker hereunder with respect to such repaid amount. All of the proceeds of the Loans hereunder shall be used by Maker solely for working capital purposes, including (i) to pay certain or all of Maker’s outstanding liabilities and obligations and/or to fund additional efforts by Maker with respect to a Business Combination or an extension of Maker’s deadline to consummate a Business Combination.
2. Repaymentof Principal Amount; Prepayment.
(a) The outstanding principal amount of this Note (including any original issue discount reflected therein), together with all accrued but unpaid interest, expense rembursement and other amounts payable hereunder (collectively, the “Obligations”), shall become due and payable upon the earlier to occur of: (i) the date that a Business Combination is consummated by Maker and (ii) the effective date of the winding up of Maker (subject to Section 11 below) (such earlier date, the “Maturity Date”).
(b) All payments under this Note shall be made by Maker in lawful money of the United States by wire transfers of immediately available funds to a bank account as designated in writing by Payee to Maker. If any payment hereunder shall be stated to be due on a day other than a business day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be included in the computation of interest or fees, if any, as the case may be.
(c) Maker may prepay this Note, in whole or in part, at any time prior to the Maturity Date with the prior written consent of Payee. Any such prepayment shall be made together with all accrued and unpaid interest on the principal amount being prepaid and a prepayment premium equal to ten percent (10%) of the principal amount being prepaid.
3. Interest;OID.
(a) The outstanding principal amount of this Note shall bear interest at a rate of eight percent (8.00%) per annum. All computations of interest payable under this Note shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue during each period during which interest is computed from the first day thereof to the last day thereof, and shall be payable in arrears on the Maturity Date (or upon an Event of Default, if earlier).
(b) Effective immediately upon the occurrence of any Event of Default, Maker shall pay additional interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Loans (in addition to the interest described in clause (a) above) from and after the date of occurrence of such Event of Default, at a rate per annum of eighteen percent (18.00%) per annum.
(c) Anything herein to the contrary notwithstanding, the obligations of Maker hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by Payee would be contrary to the provisions of any law applicable to Payee limiting the highest rate of interest which may be lawfully contracted for, charged or received by Payee, and in such event Maker shall pay Payee interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, Maker shall continue to pay interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Payee is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Issuance Date as otherwise provided in this Agreement.
(d) As described above, this Note is issued subject to an original issue discount of twenty percent (20%), such that the principal amount recorded under this Note shall equal one hundred twenty-five percent (125%) of the aggregate cash proceeds funded to Maker pursuant to the Credit Agreement, and interest shall accrue on such Principal Amount.
4. Eventsof Default. Each of the following events shall constitute an event of default (“Event of Default”):
(a) Non-Payment. Maker fails to pay when and as required to be paid the principal of the Loans or (ii) to pay any fee or any other Obligation payable hereunder when due and payable hereunder, and in either case such payment is not cured within five (5) Business Days after the date upon which written notice thereof is given to Maker by Payee.
2
(b) Other Defaults. Maker fails to perform or observe any covenant or agreement contained in this Note, in any case, in any material respect, and such default shall continue unremedied for a period of ten (10) Business Days after the date upon which written notice thereof is given to Maker by Payee.
(c) Insolvency; Voluntary Proceedings. Maker: (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize any of the foregoing. For purposes of this Note, an “Insolvency Proceeding” means (A) any case, action or proceeding before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (B) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (A) and (B) above, undertaken under U.S. federal, state or foreign law.
(d) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against Maker, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of Maker’s properties and assets, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) Maker admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) Maker acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar person or entity for itself or a substantial portion of its property, assets or business.
**5. Remedies.**In each case subject to the provisions of Section 11 of this Note:
(a) Upon the occurrence of an Event of Default specified in Sections 4(a) and 4(b), Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other Obligations hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 4(c) and 4(d), the unpaid principal balance of this Note, and all other Obligations hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee.
(c) Without limiting any other right or remedy of Payee under this Note, upon the occurrence of an Event of Default, Maker hereby agrees to pay for all reasonable out-of-pocket costs of collection and any other enforcement of this Note, including reasonable out-of-pocket attorneys’ fees and reasonable expenses and court costs.
6. ExpenseReimbursement.
(a) On the Issuance Date, Maker shall reimburse Payee for the reasonable out-of-pocket costs and expenses paid or incurred by Payee in obtaining the funds for the Initial Loan (including any expense reimbursement that Payee is required to make to the investor providing such funds), up to a maximum of $25,000 for the Initial Loan, which will be paid by Maker by reducing the Initial Loan proceeds.
3
(b) Additionally, Maker shall reimburse Payee for the reasonable out-of-pocket costs and expenses paid or incurred by or on behalf of Payee in connection with (i) any refinancing or restricting of the credit arrangements agreed to by Maker or (ii) the enforcement or preservation of any right or remedy under this Note, including payment of the Obligations. Excluding the obligations set forth in Section 6(a) above, Maker shall also reimburse Payee for any expense reimbursement obligations or indemnification obligations of Payee under the Credit Agreement, dated as of March 20, 2026 (the “Credit Agreement”), by and among Payee, Keystone Capital Partners, LLC, in its capacity as agent for the lenders thereunder, and each of the lender parties thereto, and other loan agreements, instruments, certificates or documents executed in connection with the Credit Agreement (collectively, the “Loan Documents”), in each case of clauses (i) and (ii) except for indemnification obligations under the Loan Documents (which will not be subject to a cap), up to $20,000 in the aggregate in each circumstance, provided, that the parties shall negotiate in good faith to increase such cap if the commercial circumstance warrant such modification. Notwithstanding the foregoing, Maker will not have any reimbursement obligations hereunder for Payee’s indemnification obligations under the Loan Agreement to the extent that such liability has resulted from the gross negligence or willful misconduct of Payee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Notwithstanding anything to the contrary contained herein, such expense payment or reimbursement obligations of Maker will be added to the Obligations hereunder and not be paid by Maker until either it receives the proceeds of an Additional Loan hereunder (as an offset to such proceeds without giving effect to any prepayment penalty pursuant to Section 2(c)) or upon the Maturity Date (or if earlier, the occurrence of an Event of Default).
**7. Waivers.**Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee.
8. UnconditionalLiability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
**9. Notices.**All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, in each case to the applicable party at the address set forth underneath such party’s signature on the signature page hereto (or at such other address for a party as shall be specified by like notice).
10. Governing Law; Jurisdiction; Waiver of Jury Trial. This Note shall be governed by and interpreted and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws rules thereof. Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively in the state or federal courts sitting in or otherwise serving New York, County, New York (or in any appellate courts thereof) (the “Specified Courts”). The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action or proceeding. The parties further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in any Specified Court and agree that service of process upon a party mailed by certified mail to such party’s address in accordance with Section 8 above shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding. Each party agrees that a final judgement in any legal suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgement or in any other manner provided by applicable law. Each party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this note or any obligations hereunder.
4
11. TrustWaiver. Payee understands that, as described in the final prospectus of Maker, dated as of July 11, 2024, and filed with the U.S. Securities and Exchange Commission on July 12, 2024 (File No. 333-280188) (the “IPO Prospectus”), Maker has established a trust account (the “Trust Account”) containing the proceeds of the IPO and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of Maker’s public shareholders (including overallotment shares acquired by Maker’s underwriters, the “Public Shareholders”), and that Maker may disburse monies from the Trust Account only in the circumstances described in the IPO Prospectus. For and in consideration of Maker entering into this Note, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Payee hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Note, neither Payee nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“PublicDistributions”), or make any claim against the Trust Account or Public Distributions, with respect to any claim based upon, arising out of or in connection with this Note, Maker’s obligations hereunder or the transactions contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “ReleasedClaims”). Payee on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that Payee or any of its affiliates may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public Distributions for any Released Claims. Payee agrees and acknowledges that such irrevocable waiver is material to this Note and specifically relied upon by Maker and its affiliates to induce Maker to enter into this Note, and Payee further intends and understands such waiver to be valid, binding and enforceable against Payee and each of its affiliates under applicable law. The provisions of this Section 10 shall survive any termination or satisfaction of this Note and be in addition to, and not in limitation of, any releases of any claims provided by Payee pursuant to any other agreement between Payee and Maker.
**12. Miscellaneous.**This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and supersedes and terminates any prior agreements between the parties or their respective affiliates (written or oral) with respect to the subject matter hereof. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of a party hereto but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought. No failure or delay by a party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be null and void ab initio. Subject to the foregoing, this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee. Nothing contained in this Note shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or a successor or permitted assign of such a party. The headings set forth in this Note are for convenience of reference only and shall not be used in interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein”, “hereto” and “hereby” and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular portion of this Note; and (iv) a ”business day” shall mean any day other than a Saturday or a Sunday or a day on which banks are authorized or required to close in New York City. This Note was prepared jointly by the parties and no rule that it be construed against the drafter will have any application in its construction or interpretation. This Note may be executed in multiple counterparts, including by facsimile, pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
{Remainder of page intentionally left blank;signature page follows}
5
IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Launch One Acquisition Corp. | ||
|---|---|---|
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
| Address for Notice: | ||
| --- | --- | |
| Launch One Acquisition Corp. | ||
| 180 Grand Avenue, Suite 1530 | ||
| Oakland, CA 94612, U.S.A. | ||
| Attn: Chris Ehrlich, Chief Executive Officer | ||
| Telephone No: | (415) 994-0582 | |
| E-mail: chris@launchpad.vc |
Acknowledged and agreed as of the date first set forth above:
| Launch One Sponsor LLC | ||
|---|---|---|
| By: | /s/ Jurgen van de Vyver | |
| Name: | Jurgen van de Vyver | |
| Title: | Chief Financial Officer |
| Address for Notice: |
|---|
| Launch One Sponsor LLC |
| c/o Launchpad Capital Management |
| 180 Grand Avenue, Suite 1530 |
| Oakland, CA 94612 |
| Attn: Jurgen van de Vyver |
| Telephone No.: (510) 200-8878 |
| Email: jurgen@launchpad.vc |
{Signature Page to Promissory Note}