LPAAU 10-Q
Launch One Acquisition Corp. (LPAAU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
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Securities registered pursuant to Section 12(b) of the Act:
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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.
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).
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.
| Large accelerated filer ☐ | 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
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 13, 2025, there were
LAUNCH ONE ACQUISITION CORP.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2024 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC (as defined below) on March 26, 2025; |
| ● | “2025 Q1 Quarterly Report” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with the SEC on May 15, 2025; | |
| ● | “2025 Q2 Quarterly Report” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025; |
| ● | “Administrative Services Agreement” are to the Administrative Services Agreement, dated July 11, 2024, which we entered into with an affiliate of our Sponsor (as defined below), for office space and secretarial and administrative support services; |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “ASU 2024-03” are to FASB ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Bridge Financing” are to the financings that Minovia (as defined below), with our reasonable assistance, will use its commercially reasonable efforts to seek, enter into and consummate, within 60 days after the execution of the Minovia Business Combination Agreement (as defined below), via bridge financing agreements with certain accredited investors (on terms and conditions and in such form as mutually agreed upon, such agreement not to be unreasonably withheld, delayed or conditioned) for an aggregate investment amount into Minovia of at least $5 million at a pre-money equity valuation of Minovia of $120 million; |
| ● | “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Cantor” are to Cantor Fitzgerald & Co., the representative of the Underwriters (as defined below); |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering (as defined below) to July 15, 2026 (or such earlier date as determined by our Board), that we have to consummate an initial Business Combination, or (ii) such other time period in which we must consummate an initial Business Combination pursuant to an amendment to our Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
ii
| ● | “Company,” “our,” “we,” or “us” are to Launch One Acquisition Corp., a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants (as defined below); |
| ● | “Deferred Fee” are to the additional fee of an aggregate of $10,950,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on July 15, 2024; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $340,000 issued to our Sponsor on February 21, 2024, as amended on July 12, 2024; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on June 13, 2024, as amended, and declared effective on July 11, 2024 (File No. 333-280188); |
| ● | “Letter Agreement” are to the Letter Agreement, dated July 11, 2024, which we entered into with our Sponsor and our directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “Mergers” are to the Minovia Merger (as defined below) and the SPAC Merger (as defined below), together; |
| ● | “Minovia” are to Minovia Therapeutics Ltd., an Israeli company limited by shares, and its successors, together; |
| ● | “Minovia BCA Amendment” are to the Amendment to Business Combination Agreement, dated as of August 12, 2025, that we entered into with Minovia and Pubco (as defined below); |
| ● | “Minovia Business Combination” are the transactions contemplated by the Minovia Business Combination Agreement; |
| ● | “Minovia Business Combination Agreement” are to the Business Combination Agreement, dated as of June 25, 2025, as amended on August 12, 2025 by the Minovia BCA Amendment, we entered into with (i) the SPAC Representative (as defined below), (ii) Minovia, (iii) the Seller Representative (as defined below), (iv) Pubco, (v) Minovia Merger Sub (as defined below), and (vi) upon its execution and delivery of a joinder agreement to the Minovia Business Combination Agreement, SPAC Merger Sub (as defined below); |
iii
| ● | “Minovia Business Combination Registration Statement” are to the Registration Statement on Form F-4, which includes a proxy statement/prospectus prepared by us, in connection with the Minovia Business Combination, once filed; |
| ● | “Minovia Merger” are to the merger of Minovia Merger Sub with and into Minovia, with Minovia surviving as a wholly-owned subsidiary of Pubco, as contemplated by the Minovia Business Combination Agreement; |
| ● | “Minovia Merger Sub” are to Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly-owned subsidiary of Pubco; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36 Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report; |
| ● | “Option Units” are to the 3,000,000 units that were purchased by the Underwriters to the full exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering; |
| ● | “Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement; |
| ● | “Pubco” means Mito US One Ltd., an Israeli company limited by shares, and its successors, together; |
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that the Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A Ordinary Shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market); |
iv
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated July 11, 2024, which we entered into with the Sponsor and the holders party thereto; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “Seller Representative” are to Natalie Yivgi-Ohana, in the capacity under the Minovia Business Combination Agreement as the representative from and after the effective time of the Minovia Merger for the Minovia shareholders as of immediately prior to the effective time of the Minovia Merger (and their successors and assigns); |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “SPAC Merger” are to the merger of SPAC Merger Sub with and into our Company, with our Company surviving as a wholly-owned subsidiary of Pubco, as contemplated by the Minovia Business Combination Agreement; |
| ● | “SPAC Merger Sub” are to a to-be-formed Cayman Islands exempted company that, upon execution of a joinder to the Minovia Business Combination Agreement, will become a wholly-owned subsidiary of Pubco; |
| ● | “SPAC Representative” are to the Sponsor, in the capacity under the Minovia Business Combination Agreement as the representative from and after the effective time of the Minovia Merger for the shareholders of our Company and Pubco (other than the Minovia shareholders as of immediately prior to the effective time of the Minovia Merger and their successors and assigns); |
| ● | “Sponsor” are to Launch One Sponsor LLC, Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was placed following the closing of the Initial Public Offering; | |
| ● | “Underwriters” are to the several underwriters of the Initial Public Offering; |
| ● | “Underwriting Agreement” are to the Underwriting Agreement, dated July 11, 2024, which we entered into with Cantor, as representative of the Underwriters; |
| ● | “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
v
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
LAUNCH ONE ACQUISITION CORP.
CONDENSED BALANCE SHEETS
| September 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Other receivable | ||||||||
| Due from Sponsor | ||||||||
| Short-term prepaid insurance | ||||||||
| Prepaid expenses | ||||||||
| Total current assets | ||||||||
| Long-term prepaid insurance | ||||||||
| Cash and marketable securities held in Trust Account | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | ||||||||
| Current liabilities | ||||||||
| Accrued expenses | $ | $ | ||||||
| Total current liabilities | ||||||||
| Deferred underwriting fee payable | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies | ||||||||
| Class A Ordinary Shares subject to possible redemption, | ||||||||
| Shareholders’ Deficit | ||||||||
| Preference shares, $ | ||||||||
| Class A Ordinary Shares, $ | ||||||||
| Class B Ordinary Shares, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
LAUNCH ONE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| For the Three Months Ended | For the Nine Months Ended | For the Period from February 21, 2024 (Inception) Through | ||||||||||||||
| September 30, | September 30, | September 30, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Interest earned on cash and marketable securities held in Trust Account | ||||||||||||||||
| Interest earned on operating cash account | ||||||||||||||||
| Unrealized gain (loss) on marketable securities held in Trust Account | ( | ) | ||||||||||||||
| Total other income (expense), net | ||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| Basic weighted average shares outstanding of redeemable Class A Ordinary Shares | ||||||||||||||||
| Basic net income per share, redeemable Class A Ordinary Shares | $ | $ | $ | $ | ||||||||||||
| Basic weighted average shares outstanding, non-redeemable Class B Ordinary Shares | ||||||||||||||||
| Basic net income per share, non-redeemable Class B Ordinary Shares | $ | $ | $ | $ | ||||||||||||
| Diluted weighted average shares outstanding of redeemable Class A Ordinary Shares | ||||||||||||||||
| Diluted net income per share, redeemable Class A Ordinary Shares | $ | $ | $ | $ | ||||||||||||
| Diluted weighted average shares outstanding, non-redeemable Class B Ordinary Shares | ||||||||||||||||
| Diluted net income per share, non-redeemable Class B Ordinary Shares | $ | $ | $ | $ | ||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
LAUNCH ONE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – March 31, 2025 (unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – June 30, 2025 (unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares subject to possible redemption | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – September 30, 2025 (unaudited) | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND
FOR THE PERIOD FROM FEBRUARY 21, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024
| Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-in | Accumulated | Total Shareholders’ Equity | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||
| Balance — February 21, 2024 (inception) | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Issuance of Class B Ordinary Shares to Sponsor | ||||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – March 31, 2024 (unaudited) | ( | ) | ||||||||||||||||||||||||||
| Net loss | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance – June 30, 2024 (unaudited) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Accretion for Class A Ordinary Shares to redemption value | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Sale of Private Placement Warrants | — | — | ||||||||||||||||||||||||||
| Fair value of Public Warrants at issuance | — | — | ||||||||||||||||||||||||||
| Allocated value of transaction costs | — | — | ( | ) | ( | ) | ||||||||||||||||||||||
| Net income | — | — | ||||||||||||||||||||||||||
| Balance – September 30, 2024 (unaudited) | — | $ | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
LAUNCH ONE ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended September 30, | For the Period from February 21, 2024 (Inception) Through September 30, | |||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||||||
| Payment of expense through IPO Promissory Note – related party | ||||||||
| Interest earned on cash and marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Unrealized gain on investments held in Trust Account | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Other receivable | ( | ) | ||||||
| Short-term prepaid insurance | ( | ) | ||||||
| Long-term prepaid insurance | ( | ) | ||||||
| Accrued expenses | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities: | ||||||||
| Investment of cash into Trust Account | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash Flows from Financing Activities: | ||||||||
| Proceeds from sale of Units, net of underwriting discounts paid | ||||||||
| Proceeds from sale of Private Placements Warrants | ||||||||
| Due from Sponsor | ( | ) | ||||||
| Repayment of IPO Promissory Note - related party | ( | ) | ||||||
| Payment of offering costs | ( | ) | ||||||
| Net cash provided by financing activities | ||||||||
| Net Change in Cash | ( | ) | ||||||
| Cash – Beginning of period | ||||||||
| Cash – End of period | $ | $ | ||||||
| Noncash investing and financing activities: | ||||||||
| Deferred Fee payable | $ | $ | ||||||
| Deferred offering costs paid through IPO Promissory Note - related party | $ | $ | ||||||
| Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | $ | $ | ||||||
| Prepaid services contributed by Sponsor through IPO Promissory Note – related party | $ | $ | ||||||
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Launch One Acquisition Corp. (the “Company”)
is a blank check company incorporated as a Cayman Islands exempted corporation on
As of September 30, 2025, the Company had not commenced any operations. All activities for the period from February 21, 2024 (inception) through September 30, 2025 relate to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company and negotiating the terms of and consummating a Business Combination (see description of the Minovia Business Combination below). The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The Registration Statement on Form S-1 for the
Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 13,
2024 (File No. No. 333-280188), was declared effective on July 11, 2024 (as amended, the “IPO Registration Statement”). On
July 15, 2024, the Company consummated the initial public offering of
Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of an aggregate of
Transaction costs amounted to $
The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee).
The Business Combination must be with one or more
target businesses that together have a fair market value equal to at least
5
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Following the closing of the Initial Public Offering,
on July 15, 2024, an amount of $
Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering
and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business
Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by July
15, 2026, or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”),
subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote
to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”)
to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business
Combination or to redeem
The Company will provide the Public Shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote
by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination
or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their
Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held
in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations
of applicable law and the Amended and Restated Articles. As of September 30, 2025, the amount of the Trust Account was $
The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity subsequent to the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
The Company has only the duration of the Combination
Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within
the Combination Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably
possible but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account (which
interest shall be net of taxes payable and up to $
6
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
The Sponsor, officers and directors have entered
into a letter agreement with the Company, dated July 11, 2024 (the “Letter Agreement”), pursuant to which they have agreed
to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with
(x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures
to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business
Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
The Sponsor has agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
Minovia Business Combination Agreement
The below subsection describes the material provisions of the Minovia Business Combination Agreement (as defined below), but does not purport to describe all the terms thereof. This summary of the Minovia Business Combination Agreement is qualified in its entirety by reference to the complete text of the (i) Minovia Business Combination Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025, and (ii) Minovia BCA Amendment (as defined below), a copy of which is filed as Exhibit 2.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, of which the accompanying unaudited condensed financial statements and these notes thereto form a part (the “Report”), and each are incorporated by reference herein. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the Minovia Business Combination Agreement. Unless otherwise indicated, this Report does not assume the closing of the Minovia Business Combination.
On June 25, 2025, the Company entered into a Business Combination Agreement (as amended by the Minovia BCA Amendment, the “Minovia Business Combination Agreement” or “Minovia BCA”) with (i) the Sponsor, in the capacity as the representative from and after the effective time of the SPAC Merger (as defined below) for the shareholders of the Company and Pubco (as defined below) (other than the shareholders of Minovia (as defined below) as of immediately prior to the effective time of the Minovia Merger (as defined below) and their successors and assigns) in accordance with the terms and conditions of the Minovia BCA, (ii) Minovia Therapeutics Ltd., an Israeli company limited by shares (together with its successors, “Minovia”), (iii) Natalie Yivgi-Ohana, in the capacity as the representative from and after the effective time of the Minovia Merger for the Minovia shareholders as of immediately prior to the effective time of the Minovia Merger (and their successors and assigns), (iv) Mito US One Ltd., an Israeli company limited by shares (together with its successors, “Pubco”), (v) Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly-owned subsidiary of Pubco (“Minovia Merger Sub”), and (vi) upon its execution and delivery of a joinder agreement to the Minovia BCA, a to-be-formed Cayman Islands exempted company (“SPAC Merger Sub”).
7
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Subject to its terms and conditions, the Minovia Business Combination Agreement provides that at the consummation of the Minovia Business Combination (as defined below, and such consummation, the “Closing”), Minovia Merger Sub and Minovia will consummate the Minovia Merger, pursuant to which Minovia Merger Sub will merge with and into Minovia, with Minovia continuing as the surviving entity (the “Minovia Merger”), and immediately after the consummation of the Minovia Merger, SPAC Merger Sub and the Company will consummate the SPAC Merger, pursuant to which SPAC Merger Sub will merge with and into the Company, with the Company continuing as the surviving company (the “SPAC Merger” and, together with the Minovia Merger, the “Mergers” and collectively with the other transactions contemplated by the Minovia BCA and the related ancillary documents, the “Minovia Business Combination”). As a result of such Mergers, the Company and Minovia each will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded company with the Pubco ordinary shares listed on Nasdaq (subject to Nasdaq approval).
Transaction Consideration
According to the Minovia Business Combination
Agreement, the total consideration to be paid by Pubco to Minovia’s security holders at the Closing (including holders of in-the-money
Minovia options and holders of Simple Agreements for Future Equity with Minovia (“Minovia SAFEs”), but excluding any other
Minovia securities that have the right to acquire or convert into Minovia shares (“Terminated Minovia Convertible Securities”),
including out-of-the-money Minovia options, which will be terminated without consideration as of the Closing) will be an amount equal
to (the “Merger Consideration”) the sum of (i) $
Earnout
In addition to the right to receive the Merger
Consideration, the Minovia securityholders at the Closing (including holders of in-the-money Minovia options and holders of Minovia SAFEs,
but excluding any Terminated Minovia Convertible Securities) (“Eligible Earnout Recipients”) will have the contingent right
after the Closing to receive an additional $
Simultaneously with the execution and delivery
of the Minovia BCA, the Sponsor, Pubco and the Seller Representative entered into a letter agreement (the “Sponsor Agreement”),
pursuant to which the Sponsor agreed to subject
8
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Representations, Warranties and Covenants
The Minovia BCA contains customary representations and warranties of the Company, Minovia, Pubco, SPAC Merger Sub and Minovia Merger Sub as of the date of the Minovia BCA or other specified dates solely for the benefit of certain of the parties to the Minovia BCA, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect, knowledge and other qualifications contained in the Minovia BCA or in information provided pursuant to certain disclosure schedules to the Minovia BCA.
Each party’s representations, warranties and pre-Closing covenants contained in the Minovia BCA do not survive the Closing, and no party has any post-Closing indemnification obligations. Only the covenants and agreements of the parties to be performed after the Closing will survive the Closing, with such covenants and agreements surviving until fully performed. The Minovia BCA does not permit recourse against anyone other than the parties to the Minovia BCA.
The parties agreed to certain customary covenants regarding the conduct of their respective businesses, efforts, access, confidentiality and public announcements, notice of breaches, no insider trading, D&O indemnification, Company public filings, financial statements, the filing and effectiveness of the Registration Statement (as defined below), the Minovia shareholder meeting, Nasdaq listing, U.S. and Israeli tax matters, and use of Trust Account proceeds. In addition:
| ● | The Company agreed to use its reasonable best efforts to deliver to the Public Company Accounting Oversight Board (“PCAOB”) audited annual financial statements for the period from February 21, 2024 (inception) through December 31, 2024 and its PCAOB reviewed interim financial statements for the nine-month period ended September 30, 2025, as promptly as practicable after the date of the Minovia BCA. |
| ● | Each party is subject to a “no shop” between signing and Closing and will not be allowed to solicit or discuss competing transactions with other potential parties. |
| ● | The Pubco board of directors after the Closing will consist of eight (8) directors, to be composed as follows: (a) five (5) directors designated by Minovia prior to the Closing, (b) one (1) director designated by the Sponsor prior to the Closing, and (c) two (2) directors designated by Alex Greystoke and Jon Bakhshi as long as (x) they pay the expenses of Minovia’s U.S. securities counsel and PCAOB auditor in accordance with their agreement with Minovia, and (y) the Minimum Cash Condition is satisfied. A majority of the directors of the Pubco board of directors following the Closing will qualify as independent directors under applicable Nasdaq rules. The Pubco board will be a classified board with three (3) classes of directors, each serving three (3) year terms after their initial term. |
| ● | Minovia, with the reasonable assistance of the Company, will use its commercially reasonable efforts to seek, enter into and consummate, within 60 days after the execution of the Minovia BCA (as extended from 30 days pursuant to the Minovia BCA Amendment), bridge financing agreements with certain accredited investors (on terms and conditions and in such form as mutually agreed upon, such agreement not to be unreasonably withheld, delayed or conditioned) for an aggregate investment amount into Minovia of at least $ |
| ● | Between the signing of the Minovia BCA and the Closing, the Company, Minovia and Pubco will use their commercially reasonable efforts to enter into additional financing agreements for aggregate proceeds of at least $ |
| ● | Unless the Company notifies Minovia within 30 days after the date of the Minovia BCA that it elects not to seek an FTO Opinion (as defined below), during a period of up to 30 days after the date of the Minovia BCA, the Company will, and will cause its U.S. IP counsel to, use commercially reasonable efforts to perform a freedom to operate analysis directed to whether the products and technology of Minovia and its subsidiaries are reasonably likely to infringe upon any third-party U.S. patents (the “FTO Opinion”), and Minovia will reasonably cooperate with such efforts. |
9
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Conditions to Closing
The Minovia BCA is subject to customary closing
conditions, including (i) receipt of Company shareholder approval, (ii) receipt of Minovia shareholder approval, (iii) completion of any
antitrust expiration periods, as applicable, (iv) receipt of any specified third party and governmental authority consents, (v) no law
or order preventing the Minovia Business Combination, (vi) no material uncured breach by the other party of its representations, warranties,
covenants and agreements under the Minovia BCA, (vii) the Pubco ordinary shares having been approved for listing on Nasdaq, (viii) no
occurrence of a material adverse effect that is continuing and uncured with respect to the Company, Minovia or Pubco, (ix) Pubco’s
qualification as a foreign private issuer under the Exchange Act, (x) that the Registration Statement will have been declared effective
by the SEC, (xi) the members of the post-Closing Pubco board of directors will have been appointed in accordance with the Minovia BCA,
(xii) Pubco will have amended and restated its organizational documents in substantially the form attached to the Minovia BCA, (xiii)
the parties will have entered into an amendment and restatement of the Registration Rights Agreement (as defined in Note 6) in form and
substance reasonably acceptable to the Company and Minovia to have Pubco assume the registration obligations of the Company under the
Registration Rights Agreement and have such rights apply to Pubco’s securities, and to add thereto certain Minovia security holders
that are expected to be officers, directors or affiliates of Pubco immediately after the Closing in order to provide them with registration
rights with respect to the Pubco ordinary shares received in the Minovia Merger and any Earnout Shares, (xiv) receipt of certain employment
agreements between Pubco and Minovia management, (xv) the Company having received Lock-Up Agreements in the form attached to the Minovia
BCA from all Minovia security holders that were as of the date of the Minovia BCA, or as of immediately prior to the Closing will be,
officers or directors of Minovia or own at least
Minovia’s obligation to complete the Closing
is also subject to a minimum cash condition requiring that, upon Closing, the Company shall have an aggregate amount of cash and cash
equivalents, including funds remaining in the Trust Account, after redemptions, that when added to the aggregate proceeds of all Transaction
Financing, whether received by the Company, Pubco or Minovia or its subsidiaries, and after deducting all Company unpaid transaction expenses
(including deferred initial public offering expenses) and administrative expenses, including placement agent fees, and other cash liabilities
(including up to $
Simultaneously with the execution of the Minovia
BCA, certain Minovia securityholders constituting approximately
Termination
In addition to termination by mutual written consent
of the Company and Minovia, the Minovia BCA provides for termination, in each case by written notice from the terminating party to the
other party: (i) by either party if the conditions to the Closing have not been satisfied (except as the result of an uncured breach by
the terminating party or its affiliates) or waived and the Closing does not occur by December 24, 2025; (ii) by either party if a governmental
authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting
the Minovia Business Combination, and such order or other action has become final and non-appealable (except as the result of an uncured
breach by the terminating party or its affiliates); (iii) by either party for the other party’s (or its affiliates) uncured material
breach of its representations, warranties, covenants or agreements set forth in the Minovia BCA (except where the terminating party or
its affiliate is then in uncured material breach); (iv) by the Company if there has been an event after the signing of the Minovia BCA
that has had a Material Adverse Effect on Minovia and its subsidiaries, taken as a whole, or Pubco, which is uncured and continuing; (v)
by Minovia if there has been an event after the signing of the Minovia BCA that has had a Material Adverse Effect on the Company and its
subsidiaries, taken as a whole, which is uncured and continuing; (vi) by Minovia if the Company publicly changes the recommendation of
the Company’s board of directors in favor of the Minovia Business Combination or fails to include such board recommendation in the
Registration Statement on Form F-4 to be filed by Pubco in connection with the Minovia Business Combination (the “Minovia Registration
Statement”); (vii) by either party if the Company shareholders do not approve the Minovia BCA and related proposals at the shareholder
meeting of the Company; (viii) by either party if Bridge Financing with aggregate gross proceeds of at least $
10
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
There is no termination fee, but each party will
continue to be liable after termination of the Minovia BCA for any willful breach or fraud claim prior to such termination. Each party
will bear its own expenses if the transaction does not close, except that each of the Company and Minovia shall be responsible to pay
for
On August 12, 2025, the Company entered into the Amendment to Business Combination Agreement with Minovia and Pubco (the “Minovia BCA Amendment”). The Minovia BCA Amendment (i) extended the timeline for consummation of the Bridge Financing and (ii) amended the provision that governs amendments to the Minovia BCA.
For more information regarding the Minovia Business Combination Agreement and the Minovia Business Combination, refer to the Company’s filings with the SEC, including the Current Reports on Form 8-K filed by the Company with the SEC on June 25, 2025 and July 1, 2025 and the other filings that the Company and Minovia may make from time to time with the SEC.
Liquidity, Capital Resources, and Going Concern
As of September 30, 2025, the Company had $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” as of September 30, 2025, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 17, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.
NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the (i) IPO Registration Statement and (ii) Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on March 26, 2025. The interim results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2025, or for any future periods.
11
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may 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, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the accompanying unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Marketable Securities Held in Trust Account
The Company’s portfolio of investments is
comprised of cash and Treasury securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity
of 185 days or less, or investments in money market funds that invest in Treasury securities and generally have a readily determinable
fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of Treasury securities,
the investments are classified as trading securities, which are presented at fair value. Gains and losses resulting from the change in
fair value of these securities are included in unrealized (loss) gain on marketable securities held in the Trust Account in the accompanying
unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using
available market information. At September 30, 2025, the assets held in the Trust Account of $
For the three and nine months ended September
30, 2025, the Company recorded $
12
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to its short-term nature.
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Deposit Insurance Corporation coverage limit of $
Offering Costs
The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs - SEC Materials”, and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to the Public Shares were charged to temporary equity. Offering costs allocated to the Warrants were charged to shareholders’ deficit as the Warrants were accounted for under equity treatment based on the equity classification of the underlying financial instruments, after Management’s evaluation.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025 and December 31, 2024, there were unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.
Warrant Instruments
The Company accounted for the
13
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Net Income per Ordinary Share
Net income per Ordinary Share is computed by dividing
net income by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture.
For the (i) three and nine months ended September 30, 2025, (ii) three months ended September 30, 2024 and (iii) period from February
21, 2024 (inception) through September 30, 2024, weighted average shares were reduced for the effect of an aggregate of
For the Three Months Ended | For the Nine Months Ended | |||||||||||||||
| September 30, 2025 | September 30, 2025 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic and diluted net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average Ordinary Shares outstanding | ||||||||||||||||
| Basic and diluted net income per Ordinary Share | $ | $ | $ | $ | ||||||||||||
For the Three Months Ended September 30, 2024 | For the Period from February 21, 2024 (Inception) Through September 30, 2024 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
| Basic net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income, as adjusted | $ | $ | $ | $ | ||||||||||||
| Denominator: | ||||||||||||||||
| Basic weighted average Ordinary Shares outstanding | ||||||||||||||||
| Basic net income per Ordinary Share (1) | $ | $ | $ | $ | ||||||||||||
| (1) |
14
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Class A Ordinary Shares Subject to Possible Redemption
The Public Shares contain a redemption feature
that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder
vote or tender offer in connection with the initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, “Distinguishing
Liabilities from Equity”, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption
provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur
and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. At the Initial
Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value
of redeemable Public Shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.
Accordingly, at September 30, 2025 and December 31, 2024, Class A Ordinary Shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the accompanying condensed balance sheets.
| Gross proceeds | $ | |||
| Less: | ||||
| Proceeds allocated to Public Warrants | ( | ) | ||
| Class A Ordinary Shares issuance costs | ( | ) | ||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, December 31, 2024 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, March 31, 2025 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, June 30, 2025 | ||||
| Plus: | ||||
| Accretion of carrying value to redemption value | ||||
| Class A Ordinary Shares subject to possible redemption, September 30, 2025 | $ |
Recent Accounting Pronouncements
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
NOTE 3 — INITIAL PUBLIC OFFERING
In the Initial Public Offering that closed on
July 15, 2024, the Company sold
NOTE 4 — PRIVATE PLACEMENT
Simultaneously with the closing of the Initial
Public Offering, the Sponsor and Cantor purchased an aggregate of
The Private Placement Warrants are identical to
the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor or their permitted
transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these
Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until
15
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
The Sponsor, officers and directors have entered
into the Letter Agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their
Founder Shares and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in
connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable
to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and
Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial
Business Combination or to redeem
NOTE 5 — RELATED PARTY TRANSACTIONS
Founder Shares
On February 21, 2024, the Sponsor made a
capital contribution of $
The holders of the Founder Shares have agreed
not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until
the earlier to occur of (i)
IPO Promissory Note — Related Party
The Sponsor agreed to loan the Company an aggregate
of up to $
16
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Due from Sponsor
The Company paid the Sponsor an amount $
Administrative Services Agreement
The Company entered into an administrative services
agreement, commencing on July 11, 2024, through the earlier of consummation of the initial Business Combination and the Company’s
liquidation, to pay an affiliate of the Sponsor $
Working Capital Loans
In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may,
but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $
NOTE 6 — COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights Agreement
The holders of the (i) Founder Shares, (ii) Private Placement Warrants (and underlying securities) and (iii) warrants that may be issued upon conversion of the Working Capital Loans, have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated July 11, 2024, between such holders and the Company (the “Registration Rights Agreement”). The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
17
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Underwriting Agreement
The Underwriters had a
The Underwriters were
entitled to a cash underwriting discount of $
NOTE 7 — SHAREHOLDERS’ DEFICIT
Preference Shares
The Company is authorized to issue a total of
Class A Ordinary Shares
The Company is authorized to issue a total of
Class B Ordinary Shares
The Company is authorized to issue a total of
The Founder Shares will automatically convert
into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier
at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary
Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering
and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares
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 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,
18
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Holders of the Ordinary Shares are entitled to
Warrants
As of September 30, 2025 and December 31, 2024,
there were
The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable upon such Warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a Unit containing such Public Warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.
19
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
Under the terms of the Warrant Agreement, dated
July 11, 2024, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon
as practicable, but in no event later than
If the holders exercise their Public Warrants
on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary
Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares issuable upon exercise
of the Public Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise
price of the Public Warrants by (y) the fair market value. The “fair market value” is the average reported closing price
of the Class A Ordinary Shares for the
Redemption of Warrants When the Price per
Class A Ordinary Share Equals or Exceeds $
The Company may redeem the outstanding Warrants:
| ● | in whole and not in part; |
| ● | at a price of $ |
| ● | upon a minimum of |
| ● | if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ |
Additionally, if the number of outstanding Class A
Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares
or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A
Ordinary Shares issuable upon exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares.
A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares
at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to
the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other
equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the
quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining
the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of
Class A Ordinary Shares as reported during the ten (
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LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
NOTE 8 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. |
| Level 3: | Unobservable inputs based on an assessment of the assumptions that market participants would use in pricing the asset or liability. |
Level 1 assets include investments in money market
funds that invest solely in Treasury securities. At September 30, 2025, assets held in the Trust Account were comprised of $
As of December 31, 2024, assets held in the Trust
Account were comprised of $
NOTE 9 — SEGMENT INFORMATION
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
21
LAUNCH ONE ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2025
The CODM assesses performance for the single segment
and decides how to allocate resources based on net income that also is reported on the condensed statements of operations as net income.
The measure of segment assets is reported on the accompanying condensed balance sheets as total assets.
| September 30, 2025 | December 31, 2024 | |||||||
| Cash and marketable securities held in Trust Account | $ | $ | ||||||
| Cash | $ | $ | ||||||
| For the Three Months Ended September 30, 2025 | For the Nine Months Ended September 30, 2025 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Interest earned on cash and marketable securities held in Trust Account | $ | $ | ||||||
| For the Three Months Ended September 30, 2024 | For the Period from February 21, 2024 (Inception) Through September 30, 2024 | |||||||
| General and administrative expenses | $ | $ | ||||||
| Interest earned on cash and marketable securities held in Trust Account | $ | $ | ||||||
The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the Investment Management Trust Agreement, dared July 11, 2024, by and between the Company and Continental.
General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the accompanying unaudited condensed statements of operations, are the significant segment expenses provided to the CODM on a regular basis.
All other segment items included in net income are reported on the accompanying unaudited condensed statements of operations and described within their respective disclosures. The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
NOTE 10 — SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the accompanying condensed balance sheets date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.
Overview
We are a blank check company incorporated in the Cayman Islands on February 21, 2024 for the purpose of effecting a Business Combination. Our Sponsor is Launch One Sponsor LLC.
We are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful, including the Minovia Business Combination.
Our IPO Registration Statement became effective on July 11, 2024. On July 15, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Option Units issued pursuant to the full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-half of one Public Warrant. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $230,000,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the sale of an aggregate of 6,000,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $6,000,000. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
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Following the closing of the Initial Public Offering and Private Placement, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We have until July 15, 2026 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 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 on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Minovia Business Combination Agreement
On June 25, 2025, we entered into the Minovia Business Combination Agreement with (i) the Sponsor, in the capacity as the representative from and after the effective time of the SPAC Merger for our shareholders and Pubco (other than the Minovia shareholders as of immediately prior to the effective time of the Minovia Merger and their successors and assigns) in accordance with the terms and conditions of the Minovia Business Combination Agreement, (ii) Minovia, (iii) the Seller Representative, (iv) Pubco, (v) Minovia Merger Sub, and (vi) upon its execution and delivery of a joinder agreement to the Minovia Business Combination Agreement, SPAC Merger Sub.
Subject to its terms and conditions, the Minovia Business Combination Agreement provides that, at the consummation of the Minovia Business Combination, Minovia Merger Sub will merge with and into Minovia, with Minovia continuing as the surviving entity, and immediately after the consummation of the Minovia Merger, SPAC Merger Sub will merge with and into our Company, with our Company continuing as the surviving company. As a result of the Mergers, our Company and Minovia each will become wholly owned subsidiaries of Pubco, and Pubco will become a publicly traded company with the Pubco ordinary shares listed on Nasdaq (subject to Nasdaq approval).
On August 12, 2025, we entered into the Minovia BCA Amendment. The Minovia BCA Amendment (i) extended the timeline for consummation of the Bridge Financing and (ii) amended the provision that governs amendments to the Minovia Business Combination Agreement.
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The foregoing description of the Minovia Business Combination Agreement and Minovia BCA Amendment is qualified in its entirety by reference to the full text of the Minovia Business Combination Agreement and the Minovia BCA Amendment, filed as Exhibits 2.1 and 2.2, respectively, to the 2025 Q2 Form 10-Q. For more information regarding the Minovia Business Combination Agreement and the proposed transactions, refer to our filings with the SEC, including our Current Reports on Form 8-K filed the SEC on June 25, 2025 and July 1, 2025, respectively, and the other filings that our Company and Minovia may make from time to time with the SEC.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 21, 2024 (inception) through September 30, 2025 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering, (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination and (z) consummating the Minovia Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net income of $2,011,042, which consisted of interest earned on marketable securities held in the Trust Account of $2,556,473 and interest earned on operating cash account of $51, partially offset by general and administrative costs of $517,261 and unrealized loss on marketable securities held in Trust Account of $28,221.
For the nine months ended September 30, 2025, we had a net income of $6,220,473, which consisted of interest earned on marketable securities held in the Trust Account of $7,553,223 and interest earned on operating cash account of $390, partially offset by general and administrative costs of $1,333,140.
For the three months ended September 30, 2024, we had a net income of $2,605,302, which consisted of interest earned on marketable securities held in the Trust Account of $2,406,913 and unrealized gain on marketable securities held in Trust Account of $388,318, partially offset by general and administrative costs of $189,929.
For the period from February 21, 2024 (inception) through September 30, 2024, we had a net income of $2,564,914, which consisted of interest earned on marketable securities held in the Trust Account of $2,406,913 and unrealized gain on marketable securities held in the Trust Account of $388,318, partially offset by general and administrative costs of $230,317.
Liquidity, Capital Resources, and Going Concern
Following the Initial Public Offering, including the full exercise of the Over-Allotment Option, and the Private Placement, a total of $230,000,000 was initially placed in the Trust Account. We incurred $15,574,281 in transaction costs, consisting of $4,000,000 of cash underwriting fee, the Deferred Fee of $10,950,000 and $624,281 of other offering costs.
For the nine months ended September 30, 2025, cash used in operating activities was $752,686. Net income of $6,220,473 was affected by interest earned on cash and marketable securities held in the Trust Account of $7,553,223. Changes in operating assets and liabilities provided $580,064 of cash for operating activities.
For the period from February 21, 2024 (inception) through September 30, 2024, cash used in operating activities was $368,715. Net income of $2,564,914 was affected by interest earned on marketable securities held in the Trust Account of $2,406,913, Unrealized gain (loss) on marketable securities held in the Trust Account of $388,318 and payment of operation costs through promissory note of $50,034 Changes in operating assets and liabilities used $188,432 of cash for operating activities.
25
As of September 30, 2025, we had marketable securities held in the Trust Account of $243,082,744 (including approximately $7,553,223 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. 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), 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.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of September 30, 2025, we had $97,652 in our operating bank account and a working capital deficit of $332,033. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our liquidity needs through September 30, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.
IPO Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $340,000 under the IPO Promissory Note. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion of our Initial Public Offering. Since inception through the Initial Public Offering we borrowed $307,974 under the IPO Promissory Note. We repaid $335,314 on July 15, 2024. We had no borrowings under the IPO Promissory Note as of September 30, 2025 and December 31, 2024, and the IPO Promissory Note is no longer available to be drawn upon.
Working Capital Loans
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 Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. 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 Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of both September 30, 2025 and December 31, 2024, we did not have any borrowings under the Working Capital Loans.
26
Going Concern
In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after July 15, 2026. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Administrative Services Agreement
Commencing on July 11, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $12,500 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and nine months ended September 30, 2025, the Company incurred $37,500 and $112,500 in fees for these services, respectively, of which $25,000 is included in accrued expenses in the accompanying condensed balance sheet. For the three months ended September 30, 2024, the Company incurred $33,065 in fees for these services, of which $12,500 is included in accrued expenses in the accompanying condensed balance sheet.
Underwriting Agreement
The Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters elected to fully exercise the Over-Allotment Option.
The Underwriters were entitled to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Units in the Initial Public Offering, excluding any proceeds pursuant to the Over-Allotment Option). Additionally, the Underwriters are entitled to Deferred Fee of 4.50% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the Over-Allotment Option and 6.50% of the gross proceeds sold pursuant to the Over-Allotment Option, or $10,950,000 in the aggregate, payable upon the completion of the initial Business Combination subject to the terms of the Underwriting Agreement.
Registration Rights Agreement
The holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
27
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) 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 Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Critical Accounting Estimates and Policies
We have identified the following as our critical accounting policies. See Note 2—“Summary of Significant Accounting Policies” of our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” for additional information regarding these critical accounting policies and other significant accounting policies.
Use of Estimates
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.
Class A Ordinary Shares Subject to Possible Redemption
We account for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity”. Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheets included in this Report under Item 1. “Financial Statements”.
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Net Income (Loss) Per Ordinary Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per Ordinary Share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net income (loss) pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. We are currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended September 30, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Not applicable.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such, or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2024 Annual Report, (iii) 2025 Q1 Form 10-Q and (iv) 2025 Q2 Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
For risks related to Minovia and the Minovia Business Combination, please see the Minovia Registration Statement once filed.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
There were no sales of unregistered securities during the quarterly period covered by this Report.
Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by this Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, as filed with the SEC on November 13, 2024. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by this Report.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Trading Arrangements
During the quarterly period
ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
Additional Information
None.
Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
| (1) | Incorporated by reference to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on August 14, 2025. |
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SIGNATURES
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 thereunto duly authorized.
| Dated: November 13, 2025 | LAUNCH ONE ACQUISITION CORP. | |
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Dated: November 13, 2025 | By: | /s/ Jurgen van de Vyver |
| Name: | Jurgen van de Vyver | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) |
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