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 June 30,2025
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 |
|---|
| Redeemable 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 August 14, 2025, there were 23,000,000 Class A Ordinary Shares, par value $0.0001 per share and 5,750,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page |
|---|
| PART I – FINANCIAL INFORMATION | 1 | |
|---|
| Item 1. | Financial Statements. | 1 |
|---|
| Condensed Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024 | 1 |
| Condensed Statements of Operations for the (i) Three Months Ended June 30, 2024 and 2025, (ii) Six Months Ended June 30, 2025 and (iii) Period from February 21, 2024 (Inception) through June 30, 2024 (Unaudited) | 2 |
| Condensed Statements of Changes in Shareholders’ Deficit for the (i) Three and Six Months Ended June 30, 2025, (ii) Three Months Ended June 30, 2024 and (iii) Period from February 21, 2024 (Inception) through June 30, 2024 (Unaudited) | 3 |
| Condensed Statements of Cash Flows for the (i) Six Months Ended June 30, 2025 and (ii) Period from February 21, 2024 (Inception) through June 30, 2024 (Unaudited) | 4 |
| Notes to Condensed Financial Statements (Unaudited) | 5 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 23 |
|---|
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 27 |
|---|
| Item 4. | Controls and Procedures. | 27 |
|---|
| PART II – OTHER INFORMATION | 28 | |
|---|
| Item 1. | Legal Proceedings. | 28 |
|---|
| Item 1A. | Risk Factors. | 28 |
|---|
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | 28 |
|---|
| Item 3. | Defaults Upon Senior Securities. | 29 |
|---|
| Item 4. | Mine Safety Disclosures. | 29 |
|---|
| Item 5. | Other Information. | 29 |
|---|
| Item 6. | Exhibits. | 30 |
|---|
| SIGNATURES | 31 | |
|---|
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; |
| ● | “Administrative Support Agreement” are to the Administrative Support 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 Charter” 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 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 of the Initial Public Offering (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 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; |
| ● | “Company,” “Launch One,” “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 Public Warrants (as defined below); |
| ● | “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; |
ii
| ● | “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 July 12, 2024, as amended; |
| ● | “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 11, 2024 (File No. 333-280188); |
| ● | “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); |
| ● | “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 of the Initial Public Offering pursuant 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 of the Initial Public Offering 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; |
iii
| ● | “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); |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended June 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 a portion of 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; |
| ● | “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. |
iv
