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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):
June 25, 2025
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 153
Oakland, CA |
|
94612 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number,
including area code: (510) 692-9600
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 7.01 Regulation FD Disclosure.
On June 25, 2025, Launch One Acquisition Corp.,
a Cayman Islands exempted company (“Launch One” or “SPAC”) issued a joint press release with Minovia
Therapeutics Ltd., an Israeli company limited by shares (the “Company” or “Minovia”), announcing
the execution of a Business Combination Agreement (the “Business Combination Agreement”), dated June 25, 2025, among
Launch One, Minovia, Mito US One Ltd., a newly-formed Israeli company limited by shares (“Pubco”), and certain other
parties named therein.
Pursuant to the Business Combination
Agreement (a) a newly-formed Israeli company limited by shares that is a subsidiary of Pubco will merge with and into the Company,
with the Company continuing as the surviving company (the “Company Merger”), and in connection therewith and upon
the effective time of the Company Merger (i) the shares of the Company issued and outstanding immediately prior to the effective
time of the Company Merger will be cancelled in exchange for newly issued Pubco ordinary shares, (ii) outstanding in-the-money
Company options will automatically vest and be cancelled in exchange for newly issued Pubco ordinary shares, (iii) outstanding
Simple Agreement for Future Equity (SAFE) agreements of the Company will automatically be cancelled in exchange for newly issued
Pubco ordinary shares, and (iv) all other Company convertible securities that have not been cancelled or converted prior to the
effective time of the Company Merger will be terminated; (b) immediately after the consummation of the Company Merger, a
to-be-formed Cayman Islands company limited by shares will merge with and into SPAC, with SPAC continuing as the surviving company
(the “SPAC Merger” and, together with the Company Merger, the “Mergers”), and in connection
therewith each issued and outstanding security of SPAC immediately prior to the effective time of the SPAC Merger shall no longer be
outstanding and shall automatically be cancelled, and the holders thereof shall receive a substantially equivalent security of
Pubco; and (c) as a result of such Mergers, SPAC and the Company each shall become wholly-owned subsidiaries of Pubco, and Pubco
shall become a publicly traded company, all upon the terms and subject to the conditions set forth in the Business Combination
Agreement and in accordance with the provisions of applicable law.
Pursuant to the Business Combination
Agreement, Company equity holders (including holders of in-the-money options and SAFEs) will receive an amount of newly issued Pubco
ordinary shares worth $180 million plus the amount of any financing made directly into the Company prior to the Closing, with each
such Pubco ordinary share valued at the price per share paid to the SPAC’s public shareholders that redeem their SPAC shares
in connection with the consummation of the Business Combination (the “Redemption Price”). In addition, Company
equity holders will be eligible after the closing of the Business Combination to potentially receive additional Pubco ordinary
shares worth $57.5 million in the aggregate (with each such Pubco ordinary share valued at the Redemption Price) as an earnout if a
certain share price target or development milestone is met.
A
copy of the press release relating to Launch One’s entry into the Business Combination Agreement is furnished herewith as Exhibit
99.1 and incorporated into this Item 7.01 by reference.
Furnished herewith as Exhibit 99.2 and incorporated into this Item
7.01 by reference is the business combination presentation (the “Presentation”) that will be used to discuss the transaction
contemplated by the Business Combination Agreement.
The information in this Item 7.01, including each
of Exhibits 99.1 and 99.2, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,
nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Additional Information and Where to Find It
This
Current Report on Form 8-K (“Form 8-K”) is provided for informational purposes only and contains information with
respect to a proposed business combination (the “Proposed Business Combination”) among Launch One, Pubco and the Company.
Launch One intends to file an additional current report on Form 8-K on or before July 1, 2025, regarding the entry into the Business
Combination Agreement.
In connection with the Proposed Business Combination,
Pubco intends to file a registration statement on Form F-4 with the Securities and Exchange Commission (the “SEC”),
which will include a proxy statement to Launch One shareholders and a prospectus for the registration of Pubco securities in connection
with the Proposed Business Combination (as amended from time to time, the “Registration Statement”). After the Registration
Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to
the shareholders of Launch One as of the record date in the future to be established for voting on the Proposed Business Combination
and will contain important information about the Proposed Business Combination and related matters. Shareholders of Launch One and other
interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other
relevant documents, because they will contain important information about Launch One, Pubco, Minovia, and the Proposed Business Combination.
Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive
proxy statement/prospectus, and other relevant materials in connection with the Proposed Business Combination, without charge, once available,
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, Attn: Jurgen van de Vyver, Chief Financial Officer. The information contained on, or that may be accessed through, the websites
referenced in this Form 8-K in each case is not incorporated by reference into, and is not a part of, this Form 8-K.
BEFORE MAKING ANY VOTING DECISION, INVESTORS AND
SECURITY HOLDERS OF LAUNCH ONE ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Participants in the Solicitation
Launch One, Pubco, and the Company and their respective
directors and executive officers may be deemed participants in the solicitation of proxies from Launch One’s shareholders in connection
with the Proposed Business Combination. Launch One’s shareholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of Launch One in Launch One’s Form 10-K, as amended, filed with the SEC
on March 26, 2025, or its Form 10-Q, filed with the SEC on May 15, 2025. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies to Launch One’s shareholders in connection with the Proposed Business Combination
will be set forth in the proxy statement/prospectus for the Proposed Business Combination, accompanying the Registration Statement that
Launch One intends to file with the SEC. Additional information regarding the interests of participants in the solicitation of proxies
in connection with the Proposed Business Combination will likewise be included in that Registration Statement. You may obtain free copies
of these documents as described above.
No Offer or Solicitation
This Form 8-K is not a proxy statement or solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Proposed Business Combination and shall not constitute
an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any
sale of securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus
meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
Cautionary Note Regarding Forward-Looking Statements
This Form 8-K contains certain statements that
may be considered forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without
limitation, statements about future events or Launch One’s or Minovia’s future financial or operating performance. For example,
statements regarding the development and therapeutic benefits of Minovia’s Mitochondrial Augmentation Technology (“MAT”),
the Proposed Business Combination, and the anticipated timing of the completion of the Proposed Business Combination are forward-looking
statements. In some but not all cases, you can identify forward-looking statements by terminology such as “may,” “should,”
“could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,”
“forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,”
“believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations
of them or similar terminology.
These forward-looking statements regarding future
events and the future results of Launch One and Minovia are based on current expectations, estimates, forecasts, and projections about
the development of MAT, the industry in which Minovia operates, as well as the beliefs and assumptions of Launch One’s management
and Minovia’s management. These forward-looking statements are only predictions and are subject to, without limitation, (i) known
and unknown risks, including the risks and uncertainties indicated from time to time in the final prospectus of Launch One relating to
its initial public offering filed with the SEC, including those under “Risk Factors” therein, and other documents filed or
to be filed with the SEC by Launch One; (ii) uncertainties; (iii) assumptions; and (iv) other factors beyond Launch One’s or Minovia’s
control that are difficult to predict because they relate to events and depend on circumstances that will occur in the future. They are
neither statements of historical fact nor promises or guarantees of future performance. Therefore, Minovia’s actual results may
differ materially and adversely from those expressed or implied in any forward-looking statements and Launch One and Minovia therefore
caution against relying on any of these forward-looking statements.
These forward-looking statements are based upon
estimates and assumptions that, while considered reasonable by Launch One and its management, Minovia and its management, as the case
may be, are inherently uncertain and are inherently subject to risks, variability and contingencies, many of which are beyond Launch
One’s or Minovia’s control. Factors that may cause actual results to differ materially from current expectations include,
but are not limited to: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of
the Business Combination Agreement and any subsequent definitive agreements with respect to the Proposed Business Combination; (ii) the
outcome of any legal proceedings that may be instituted against Launch One, Minovia, or others following the announcement of the Proposed
Business Combination and any definitive agreements with respect thereto; (iii) the inability to complete the Proposed Business Combination
due to the failure to obtain consents and approvals of the shareholders of Launch One, to obtain financing to complete the Proposed Business
Combination or to satisfy other conditions to closing, or delays in obtaining, adverse conditions contained in, or the inability to obtain
necessary regulatory approvals required to complete the transactions contemplated by the Business Combination Agreement; (iv) changes
to the proposed structure of the Proposed Business Combination that may be required or appropriate as a result of applicable laws or regulations
or as a condition to obtaining regulatory approval of the Proposed Business Combination; (v) projections, estimates and forecasts
of revenue and other financial and performance metrics, projections of market opportunity and expectations, and the estimated implied
enterprise value of Minovia; (vi) Minovia’s ability to scale and grow its business, and the advantages and expected growth
of Minovia; (vii) Minovia’s ability to source and retain talent, the cash position of Minovia following closing of the Proposed
Business Combination; (viii) the ability to meet stock exchange listing standards in connection with, and following, the consummation
of the Proposed Business Combination; (ix) the risk that the Proposed Business Combination disrupts current plans and operations
of Minovia as a result of the announcement and consummation of the Proposed Business Combination; (x) the ability to recognize the
anticipated benefits of the Proposed Business Combination, which may be affected by, among other things, competition, the ability of Minovia
to grow and manage growth profitably, maintain key relationships and retain its management and key employees; (xi) costs related
to the Proposed Business Combination; (xii) changes in applicable laws, regulations, political and economic developments; (xiii) the
possibility that Minovia may be adversely affected by other economic, business and/or competitive factors; (xiv) Minovia’s
estimates of expenses and profitability; (xv) the failure to realize estimated shareholder redemptions, purchase price and other
adjustments; and (xvi) other risks and uncertainties set forth in the filings by Launch One with the SEC. There may be additional
risks that neither Launch One nor Minovia presently know or that Launch One and Minovia currently believe are immaterial that could also
cause actual results to differ from those contained in the forward-looking statements. Any forward-looking statements made by or on behalf
of Launch One or Minovia speak only as of the date they are made. None of Launch One or Minovia undertakes any obligation to update any
forward-looking statements to reflect any changes in their respective expectations with regard thereto or any changes in events, conditions
or circumstances on which any such statement is based.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated June 25, 2025 |
| 99.2 |
|
Presentation, dated June 25, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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. |
| |
|
| |
By: |
/s/ Chris Ehrlich |
| |
Name: |
Chris Ehrlich |
| |
Title: |
Chief Executive Officer |
| |
|
|
| Dated: June 25, 2025 |
|
|
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