UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,2025
or
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number:001-42173
Launch One Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 98-1781481 |
|---|
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|---|
| 180 Grand Avenue, Suite 1530, Oakland CA | 94612 |
|---|
| (Address of principal executive offices) | (Zip Code) |
|---|
(510) 692-9600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|
| Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant | LPAAU | The Nasdaq Stock Market LLC |
|---|
| Class A ordinary shares, par value $0.0001 per share | LPAA | The Nasdaq Stock Market LLC |
|---|
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | LPAAW | The Nasdaq Stock Market LLC |
|---|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 | ☐ |
|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
|---|
| Emerging growth company | ☒ | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of May 14, 2025, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued or outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025
TABLE OF CONTENTS
| Page |
|---|
| PART I. FINANCIAL INFORMATION | 1 |
|---|
| Item 1. Financial Statements | 1 |
|---|
| Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024 | 1 |
|---|
| Condensed Statements of Operations for the Three Months Ended March 31, 2025 and for the Period from February 21, 2024 (inception) through March 31, 2024 (Unaudited) | 2 |
|---|
| Condensed Statements of Changes in Shareholders’ (Deficit) Equity for the Three Months Ended March 31, 2025 and for the Period from February 21, 2024 (inception) through March 31, 2024 (Unaudited) | 3 |
|---|
| Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 and for the Period from February 21, 2024 (inception) through March 31, 2024 (Unaudited) | 4 |
|---|
| Notes to Condensed Financial Statements (Unaudited) | 5 |
|---|
| Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
|---|
| Item 3. Quantitative and Qualitative Disclosures About Market Risk | 21 |
|---|
| Item 4. Controls and Procedures | 21 |
|---|
| PART II. OTHER INFORMATION | 22 |
|---|
| Item 1. Legal Proceedings | 22 |
|---|
| Item 1A. Risk Factors | 22 |
|---|
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 23 |
|---|
| Item 3. Defaults Upon Senior Securities | 23 |
|---|
| Item 4. Mine Safety Disclosures | 23 |
|---|
| Item 5. Other Information | 23 |
|---|
| Item 6. Exhibits | 24 |
|---|
| SIGNATURES | 25 |
|---|
i
Unless otherwise stated in this Report, 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; |
| ● | “2024 SPAC Rules” are to the rules and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024; |
| ● | “Administrative Support Agreement” are to the Administrative Support Agreement, dated July 11, 2024, we entered into with an affiliate of our Sponsor, for office space and secretarial and administrative support services; |
| ● | “Amended and Restated Charter” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time, and currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB Accounting Standards Update; |
| ● | “Audit Committee” are to the audit committee of our Board of Directors (as defined below); |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “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 of the Initial Public Offering (as defined below); |
| ● | “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 to July 15, 2026 (or such earlier time 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 Charter and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “Company,” “Launch One,” “our,” “we,” or “us” are to Launch One Acquisition Corp. Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below); |
| ● | “DWAC System” are to the Depository Trust Company’s Deposit/Withdrawal At Custodian System; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “Excise Tax” are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “FINRA” are to the Financial Industry Regulatory Authority; |
ii
| ● | “Founder Shares” are to the Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below)) or (ii) are issued at any time prior to our initial Business Combination, upon conversion of Class B Ordinary Shares at the option of the holder as described herein; |
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “IFRS” are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board; |
| ● | “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 $300,000 issued to our Sponsor on February 21, 2024; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on June 13, 2024, as amended, and declared effective on July 12, 2024 (File No. 333-280188); |
| ● | “JOBS Act” are to the Jumpstart Our Business Startups Act of 2012; |
| ● | “Letter Agreement” are to the Letter Agreement, dated July 11, 2024, which we entered into with our officers, our directors and the Sponsor; |
| ● | “Management” or our “Management Team” are to our executive officers and directors; |
| ● | “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 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; |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “PCAOB” are to the Public Company Accounting Oversight Board (United States); |
| ● | “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; |
| ● | “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 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 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); |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated July 11, 2024, which we entered into with the Sponsor and the other holders party thereto; |
iii
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 |
| ● | “Sarbanes-Oxley Act” are to the Sarbanes-Oxley Act of 2002; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPACs” are to special purpose acquisition companies; |
| ● | “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 sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing 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 several underwriters of the Initial Public Offering; |
| ● | “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; |
| ● | “Warrant Subscription Agreements” are to the Private Placement Warrant Subscription Agreements, dated as of July 11, 2024, we entered into with our Sponsor and Cantor, respectively, pursuant to which, the Sponsor and Cantor purchased an aggregate of 6,000,000 Private Placement Warrants in the Private Placement; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; |
| ● | “Withum” are to WithumSmith+Brown, PC, our independent registered public accounting firm; 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. |
iv
