false
0002015502
0002015502
2026-06-25
2026-06-25
0002015502
LPAA:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
2026-06-25
2026-06-25
0002015502
LPAA:ClassOrdinarySharesParValue0.0001PerShareMember
2026-06-25
2026-06-25
0002015502
LPAA:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-06-25
2026-06-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 25, 2026
Launch One Acquisition Corp.
(Exact
name of registrant as specified in its charter)
| Cayman Islands |
|
001-42173 |
|
98-1781481 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission File Number) |
|
(IRS
Employer
Identification
No.) |
180 Grand Avenue, Suite 1530
Oakland,
CA 94612
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (510) 200-8778
Not
Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on 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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01.
Other Events.
Postponement
of Shareholders Meeting
Launch
One Acquisition Corp. (the “Company”) has determined to postpone the extraordinary general meeting in lieu of an annual
general meeting of the shareholders of the Company (the “Meeting”), initially scheduled to occur on Tuesday, July
7, 2026 at 10:00 a.m., Eastern Time, to Friday, July 10, 2026, at 10:00 a.m., Eastern Time. As previously disclosed, the purpose of the
Meeting is to, among other things, approve an amendment to the Company’s amended and restated memorandum of association and articles
of association, to extend the date by which the Company must consummate an initial business combination from July 15, 2026 to January
15, 2027 (or such earlier date as determined by the Company’s board of directors (the “Extension Amendment Proposal”)).
The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor,
New York, New York 10105. The deadline by which shareholders must exercise their redemption rights in connection with the vote to approve
the Extension Amendment Proposal at the Meeting has been extended to Wednesday, July 8, 2026, at 5:00 p.m., Eastern Time, which is two
business days prior to the Meeting.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s shareholders in respect of the Meeting and related matters. Information regarding the Company’s directors and
executive officers is available in the definitive proxy statement on Schedule 14A (the “Proxy Statement”). Additional
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests are contained
in the Proxy Statement.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Additional
Information
The
Company has filed the Proxy Statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with
the Meeting to consider and vote upon the Extension Amendment Proposal, the Auditor Ratification Proposal and other matters and, beginning
on or about June 12, 2026, mailed the Proxy Statement and other relevant documents to its shareholders as of May 15, 2026, the record
date for the Meeting. The Company’s shareholders and other interested persons are advised to read the Proxy Statement and any other
relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation of proxies for the
Meeting because these documents contain important information about the Company, the Extension Amendment Proposal, the Auditor Ratification
Proposal and related matters. Shareholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that
have been or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request
to: Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, CA 94612, Telephone No.: (510) 200-8778.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Form 8-K”) includes “forward-looking statements” within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of
historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by,
and information currently available to, the Company’s management. Actual results could differ materially from those contemplated
by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent
written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety
by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company,
including those set forth in the “Risk Factors” section of the Company’s Proxy Statement, Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release, except as required by law.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description
of Exhibits |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL documents). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
LAUNCH
ONE ACQUISITION CORP. |
| |
|
|
| Date: June 25, 2026 |
By: |
/s/ Chris
Ehrlich |
| |
|
Name: Chris Ehrlich |
| |
|
Title: Chief Executive Officer |