Launch One details share conversion, SPAC extension plan

Launch One Acquisition Corp. converted 5,749,999 Class B ordinary shares held by its sponsor into an equal number of Class A ordinary shares on July 6, 2026.

Rhea-AI Filing Summary

Launch One Acquisition Corp. converted 5,749,999 Class B ordinary shares held by its sponsor into an equal number of Class A ordinary shares on July 6, 2026. After this conversion, 28,749,999 Class A shares and 1 Class B share were issued and outstanding.

The newly issued Class A shares carry the same restrictions as the former Class B shares, including transfer limits, waived redemption rights and a commitment to vote for an initial business combination. The company is also pursuing Non-Redemption Agreements to support extending its business combination deadline from July 15, 2026 to January 15, 2027.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Sponsor share conversion: 5,749,999 shares Class A shares outstanding: 28,749,999 shares Class B shares outstanding: 1 share +3 more

6 metrics

Sponsor share conversion 5,749,999 shares Class B to Class A conversion on July 6, 2026

Class A shares outstanding 28,749,999 shares Issued and outstanding after conversion

Class B shares outstanding 1 share Issued and outstanding after conversion

Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A share

Original SPAC deadline July 15, 2026 Existing date to complete a business combination

Proposed extended deadline January 15, 2027 Target date in Extension Amendment Proposal

Key Terms

Non-Redemption Agreements, Extension Amendment Proposal, trust account, emerging growth company, +1 more

5 terms

Non-Redemption Agreements financial

"The Company and the Sponsor intend to enter into agreements (collectively, the “Non-Redemption Agreements”) with one or more shareholders"

A non-redemption agreement is a contract in which a security holder agrees not to demand repayment, cashing out, or forced buyback of their shares or debt for a set period. Think of it like agreeing to leave money in a shared pot rather than asking for your portion back immediately; it preserves company cash flow and reduces near-term liabilities. Investors care because it affects a company’s short-term liquidity, the timing of potential payouts, and the predictability of future ownership or debt levels.

Extension Amendment Proposal regulatory

"to extend the date by which the Company must consummate a business combination from July 15, 2026 to January 15, 2027 (the “Extension Amendment Proposal”)"

trust account financial

"expected to increase the amount of funds that remain in the Company’s trust account established in connection with the Company’s initial public offering"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"This includes “forward-looking statements” within the meaning of Section 27A of the Securities Act"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

What share conversion did Launch One Acquisition Corp. (LPAA) report in this 8-K?

Launch One Acquisition Corp. converted 5,749,999 Class B ordinary shares held by its sponsor into 5,749,999 Class A ordinary shares. After the transaction, 28,749,999 Class A shares and 1 Class B share were issued and outstanding, with the converted shares retaining prior restrictions.

How many Launch One Acquisition Corp. (LPAA) Class A and Class B shares are now outstanding?

Following the reported conversion, Launch One Acquisition Corp. has 28,749,999 Class A ordinary shares and 1 Class B ordinary share issued and outstanding. These figures reflect the sponsor’s conversion of 5,749,999 Class B shares into an equal number of Class A shares.

What business combination deadline extension is Launch One Acquisition Corp. (LPAA) seeking?

Launch One Acquisition Corp. is seeking shareholder approval to extend its deadline to complete a business combination from July 15, 2026 to January 15, 2027. This proposed extension is presented as the Extension Amendment Proposal in its proxy materials for an extraordinary general meeting.

What are the Non-Redemption Agreements mentioned by Launch One Acquisition Corp. (LPAA)?

The Non-Redemption Agreements are planned arrangements where certain investors agree not to redeem specified Class A shares and to vote for the extension. In return, the sponsor anticipates transferring Class A shares to them after the closing of the company’s initial business combination.

How do the Non-Redemption Agreements affect Launch One Acquisition Corp.’s (LPAA) trust account?

The company states that the Non-Redemption Agreements, if entered into, are expected to increase the amount of funds remaining in its trust account after the shareholder meeting. They are also expected to increase the likelihood that the extension proposal is approved at the extraordinary general meeting.

Are the newly issued Launch One Acquisition Corp. (LPAA) Class A shares registered under the Securities Act?

The Class A ordinary shares issued upon conversion of the sponsor’s Class B shares were not registered under the Securities Act. The company relied on the exemption from registration provided by Section 3(a)(9) for this share-for-share exchange between the issuer and an existing security holder.

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Accepted by SEC EDGAR 07/06/2026 - 08:07 PM Learn about SEC filing dates

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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): July 6, 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 3.02 Unregistered Sales of Equity Securities.

On July 6, 2026, Launch One Acquisition Corp., a Cayman Islands exempted company (the “Company”) issued an aggregate of 5,749,999 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) to Launch One Sponsor LLC, the Company’s sponsor (the “Sponsor”) upon the conversion (the “Conversion”) of an equal number of Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”) held by the Sponsor. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including, certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the final prospectus filed with the Securities and Exchange Commission (the “SEC”) by the Company on July 12, 2024 (File No. 333-280188) in connection with the Company’s initial public offering. Following the Conversion, there were 28,749,999 Class A Ordinary Shares issued and outstanding and 1 Class B Ordinary Share issued and outstanding.

The Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Item 8.01. Other Events.

Form of Non-Redemption Agreement

On June 10, 2026, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC for the purpose of calling an extraordinary general meeting in lieu of an annual meeting of the shareholders of the Company (the “EGM”) to vote on, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (“Articles”) to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “business combination”) from July 15, 2026 to January 15, 2027 (the “Extension Amendment Proposal”).

In connection with the EGM, the Company and the Sponsor intend to enter into agreements (collectively, the “Non-Redemption Agreements”) with one or more shareholders of the Company (each, an “Investor”) in exchange for such Investors agreeing (i) not to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension Amendment Proposal, with respect to a to-be-determined number of the Class A ordinary shares (such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the EGM.

In exchange for the foregoing commitments by the Investors, the Sponsor anticipates agreeing to transfer to such Investors promptly following the closing of the Company’s initial business combination, a certain number of Class A ordinary shares of the Company held by the Sponsor, at a ratio to be negotiated between the parties.

The Non-Redemption Agreements shall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension Amendment Proposal at the EGM, (ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation or dissolution of the Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise by an Investor of its redemption rights with respect to the Non-Redeemed Shares or the failure by such Investor to vote in favor of the Extension Amendment Proposal at the EGM.

The Non-Redemption Agreements, if entered into, are expected to increase the likelihood that the Extension Amendment Proposal is approved by the Company’s shareholders at the EGM and are expected to increase the amount of funds that remain in the Company’s trust account established in connection with the Company’s initial public offering following the EGM. The Company and the Sponsor may enter into additional, similar non-redemption agreements in connection with the EGM.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete.

Additional Information and Where to Find It

The Company has filed the Proxy Statement to be used to seek shareholder approval of, among other things, the Extension Amendment Proposal. The Company has mailed the Proxy Statement to its shareholders of record as of May 15, 2026 on or about June 12, 2026. Investors and security holders of the Company are advised to read the Proxy Statement and any amendments or supplements thereto, including the definitive additional materials filed on June 25, 2026, because these documents contain or will contain important information about the Extension Amendment Proposal and the Company. Shareholders will also be able to obtain copies of the Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, CA 94612.

1

Participants in the Solicitation

The Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension Amendment Proposal under the rules of the SEC. Information about the directors and executive officers of the Company and a description of their interests in the Company and the Extension Amendment Proposal are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 27, 2026, and the definitive Proxy Statement which was filed with the SEC on June 10, 2026. These documents can be obtained free of charge from the sources indicated above.

No Offer or Solicitation

This Current Report on Form 8-K (this “Form 8-K”) is for informational purposes only and 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.

Forward-Looking Statements

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.

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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: July 6, 2026	By:	/s/ Chris Ehrlich
		Name:	Chris Ehrlich
		Title:	Chief Executive Officer

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Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.1 KB
• EX-101 XBRL DEFINITION FILE 26.7 KB
• EX-101 XBRL LABEL FILE 37.0 KB
• EX-101 XBRL PRESENTATION FILE 25.4 KB