Launch One loses independent board majority

LPAA intends to use the applicable cure periods and appoint an independent director before they expire.

Available on EDGAR 11/09/2026 - 04:16 PM EST Accepted by SEC EDGAR 11/09/2026 - 04:15 PM EST

(High)

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Launch One Acquisition Corp. said Dr. Rodney A. Ferguson resigned from its board and its audit and compensation committees effective November 4, 2026; the company said his departure did not result from a disagreement over its operations, policies or practices. The audit committee now has two members, below Nasdaq’s three-member requirement, and the board no longer has a majority of independent directors. Nasdaq notified the company of both listing-rule issues, and the company intends to rely on the applicable cure periods. The board intends to appoint an independent director to the board and audit committee before the cure period expires. As of November 9, 2026, no replacement had been appointed, and the company said it could not assure the timing of an appointment.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

How the balance works

Positive

None.

Negative

Moderate pointNasdaq noncompliance: two audit committee members, below the required three.

Filing Explained

For the audit-committee vacancy, the Nasdaq cure period runs to the earlier of the next annual meeting or one year after the vacancy, except that it is 180 days after the vacancy if the meeting occurs within 180 days; the board-independence cure is on substantially the same terms.

8-K Event Classification

2 items: 3.01, 5.02

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Audit committee membership: 2 members Nasdaq minimum audit committee membership: At least 3 members Standard cure period limit: Earlier of the next annual meeting or 1 year after the event +1 more

4 metrics

Audit committee membership 2 members After Dr. Ferguson’s resignation

Nasdaq minimum audit committee membership At least 3 members Nasdaq Listing Rule 5605(c)(2)(A)

Standard cure period limit Earlier of the next annual meeting or 1 year after the event Audit committee composition requirement

Alternative cure period 180 days from the event Applies if the next annual meeting is held no later than 180 days following the event

Key Terms

Nasdaq Listing Rule 5605(c)(2)(A), cure period, independent director, Rule 10A-3

4 terms

Nasdaq Listing Rule 5605(c)(2)(A) regulatory

"no longer complies with Nasdaq Listing Rule 5605(c)(2)(A)"

cure period regulatory

"The Company intends to rely on this cure period."

A cure period is a set amount of time given to a borrower, counterparty, or contracting party to fix a missed payment, breach, or other problem before more serious consequences—like penalties, higher interest, or contract termination—kick in. For investors, it matters because it creates a short grace window that can prevent immediate losses and influence the timing and likelihood of recovery; think of it like a few extra days to pay a bill before a service is cut off.

independent director regulatory

"appoint a new independent director"

An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.

Rule 10A-3 regulatory

"meet the criteria for independence set forth in Rule 10A-3(b)(1)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why is LPAA noncompliant with Nasdaq listing rules?

After Dr. Rodney A. Ferguson resigned, LPAA’s audit committee had two members, below Nasdaq’s three-member requirement, and the board no longer had a majority of independent directors. Nasdaq notified the company of both composition issues.

How long does LPAA have to cure its Nasdaq composition issues?

For the audit committee vacancy, the cure period runs until the earlier of the next annual meeting and one year after the event; if that meeting is held no later than 180 days after the vacancy, the cure period is 180 days from the event. The board-independence rule provides a cure period on substantially the same terms.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 9, 2026 (November 4, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in Item 5.02 of this Current Report on Form 8-K (this “Report”) regarding the resignation of Dr. Rodney A. Ferguson from the board of directors (the “Board”) of Launch One Acquisition Corp. (the “Company”) is incorporated by reference into this Item 3.01.

As a result of Dr. Ferguson’s resignation, the audit committee of the Board (the “Audit Committee”) is comprised of two members, Mr. Atwood and Mr. Rogers, and the Company no longer complies with Nasdaq Listing Rule 5605(c)(2)(A), which requires that the audit committee of a listed company be comprised of at least three members, each of whom must, among other things, be an independent director as defined under the Nasdaq listing rules and meet the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). On December 6, 2026, The Nasdaq Stock Market LLC (“Nasdaq”) notified the Company of such noncompliance.

Nasdaq Listing Rule 5605(c)(4)(B) provides that, where a listed company fails to comply with the audit committee composition requirements of Nasdaq Listing Rule 5605(c)(2)(A) due to a single vacancy on the audit committee, the company will have a cure period to regain compliance until the earlier of (i) its next annual meeting of shareholders and (ii) one year from the occurrence of the event that caused the noncompliance; provided, however, that if the next annual meeting of shareholders is held no later than 180 days following the event that caused the vacancy, the company will instead have 180 days from such event to regain compliance. The Company intends to rely on this cure period.

The Board intends to appoint a new independent director who satisfies the applicable requirements of the Nasdaq listing rules and Rule 10A-3 under the Exchange Act to serve on the Board and the Audit Committee prior to the expiration of the cure period. As of the date of this Report, no replacement director has been appointed, and there can be no assurance as to the timing of any such appointment.

In addition, as a result of Dr. Ferguson’s resignation, the Board is no longer comprised of a majority of independent directors, as required by Nasdaq Listing Rule 5605(b)(1). Nasdaq Listing Rule 5605(b)(1)(A) provides a cure period on substantially the same terms as described above with respect to the Audit Committee. On November 6, 2026, Nasdaq notified the Company of such noncompliance. The Company intends to rely on such cure period and expects to regain compliance with Nasdaq Listing Rule 5605(b)(1) upon the appointment of a new independent director as described above.

The compensation committee of the Board is comprised of two members, Mr. Atwood and Mr. Rogers.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 4, 2026, Dr. Rodney A. Ferguson notified the Company of his decision to resign from the Board and as a member of the Audit Committee and the compensation committee of the Board, effective immediately. Dr. Ferguson’s decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

The information set forth in Item 3.01 of this Report is incorporated by reference into this Item 5.02.

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: November 9, 2026	By:	/s/ Chris Ehrlich
		Name:	Chris Ehrlich
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents