淨收入：170萬美元（去年同期：約229萬美元），主要因利息收入減少所致。

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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 March 31, 2026 

 

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, California
 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 May 14, 2026, 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. 
 
 

 
 

 
LAUNCH ONE ACQUISITION CORP.
 
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH
31, 2026
 
TABLE OF CONTENTS
 

 
 
 
Page

PART I – FINANCIAL INFORMATION
 
1

 
 
 
 

Item 1.
Financial Statements.
 
1

 
 
 
 

 
Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025
 
1 

 
 
 
 

 
Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025
 
2

 
 
 
 

 
Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31, 2026 and 2025
 
3

 
 
 
 

 
Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025
 
4

 
 
 
 

 
Notes to Unaudited Condensed Financial Statements
 
5

 
 
 
 

Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
20

 
 
 
 

Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
 
26

 
 
 
 

Item 4.
Controls and Procedures.
 
26

 
 
 
 

PART II – OTHER INFORMATION
 
27

 
 
 
 

Item 1.
Legal Proceedings.
 
27

 
 
 
 

Item 1A.
Risk Factors.
 
27

 
 
 
 

Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds.
 
27

 
 
 
 

Item 3.
Defaults Upon Senior Securities.
 
27

 
 
 
 

Item 4.
Mine Safety Disclosures.
 
27

 
 
 
 

Item 5.
Other Information.
 
28

 
 
 
 

Item 6.
Exhibits.
 
28

 
 
 
 

SIGNATURES
 
29

 
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;

 

●“2025 Annual Report” are to our Annual Report on
Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026;

 

●“Administrative
Services Agreement” are to the Administrative Services 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
Articles” 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;

 

●“Board of Directors” or “Board” are
to our board of directors;

 

●“Business Combination” are to a merger, amalgamation,
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 (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 (as defined below) to July 15, 2026 (or such earlier date as determined by the Board), that
we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination
pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;

 

●“Company,” “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 Warrants (as defined below);

 

●“Deferred Fee” are to the additional aggregate fee
of $10,950,000 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination and
shall not be paid from the accrued interest in the Trust Account;

 

●“Exchange Act” are to the Securities Exchange Act
of 1934, as amended;

 

●“FASB” are to the Financial Accounting Standards
Board;

 

ii

 

●“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;

 

●“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 February 21, 2024, as amended on July 12, 2024;

 

●“IPO Registration Statement” are to the Registration
Statement on Form S-1 initially filed with the SEC on June 13, 2024, as amended, and declared effective on July 11, 2024 (File No. 333-280188);

 

●“Letter Agreement” are to the Letter Agreement,
dated July 11, 2024, which we entered into with our Sponsor and our directors and officers;

 

●“Management” or our “Management Team”
are to our executive officers and directors;

 

●“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 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 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, pursuant
to the Private Placement Warrants Purchase Agreements (as defined below);

 

●“Private Placement Warrants” are to the warrants
purchased by our Sponsor and Cantor in the Private Placement;

 

●“Private Placement Warrants Purchase Agreements”
are to the (i) Private Placement Warrants Purchase Agreement, dated July 11, 2024, which we entered into with our Sponsor and (ii) Private
Placement Warrants Purchase Agreement, dated July 11, 2024, which we entered into with Cantor, together;

 

iii

 

●“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 included
as part of the Units (as defined below) (whether they were purchased in our Initial Public Offering or thereafter in the open market);

 

●“Public Warrants”
are to the redeemable warrants included as part of the Units (whether they were subscribed for in our Initial Public Offering or purchased
in the open market);

 

●“Registration Rights Agreement” are to the Registration
Rights Agreement, dated July 11, 2024, which we entered into with the Sponsor and the other holders party thereto;

 

●“Report” are to this Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 2026;

 

●“SEC” are to the U.S. Securities and Exchange Commission;

 

●“Securities Act” are to the Securities Act of 1933,
as amended;

 

●“SPAC” are to a special purpose acquisition company;

 

●“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 sale of the Units in the Initial Public Offering and the Private Placement
Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

 

●“Trust Agreement”
are to the Investment Management Trust Agreement, dated July 11, 2024, which we entered into with Continental, as trustee of the Trust
Account;

 

●“Underwriters”
are to the several underwriters of the Initial Public Offering, collectively;

 

●“Underwriting
Agreement” are to the Underwriting Agreement, dated July 11, 2024, which we entered into with Cantor, as representative of the
Underwriters;

 

●“Units” are to the units sold in our Initial Public
Offering, with each Unit consisting of one Public Share and one-half of one Public Warrant;

 

●“Warrants” are to the Private Placement Warrants
and the Public Warrants, together;

 

●“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; and

 

●“Working Capital Note” are to that certain promissory note
in the principal amount of up to $1,000,000, which can be loaned in up to three tranches, issued to our Sponsor.

 
iv

 
PART I – FINANCIAL
INFORMATION
 
Item 1. Financial Statements.
 
LAUNCH ONE ACQUISITION CORP.

CONDENSED BALANCE SHEETS
 

  
March 31,
 2026  
December 31,
 2025 

  
(Unaudited)  
  

ASSETS 
   
  

Current assets 
   
  

 Cash $266,001  $30,146  

 Other receivable  1,250   1,250  

 Due from Sponsor  27,340   27,340  

 Short-term prepaid insurance  27,801   53,596  

 Prepaid expenses  129,510   68,844  

 Total current assets  451,902   181,176  

  
    
   

 Cash and marketable securities held in Trust Account  247,617,197   245,449,353  

 TOTAL ASSETS $248,069,099  $245,630,529  

  
    
   

LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT 
    
   

Current liabilities 
    
   

 Accrued expenses $1,029,635  $791,137  

 Working Capital Note  500,000   ―  

 Total current liabilities  1,529,635   791,137  

  
    
   

 Deferred Fee payable  10,950,000   10,950,000  

 Total Liabilities  12,479,635   11,741,137  

  
    
   

 Commitments and Contingencies (Note 6)         

  
    
   

 Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $10.77 and $10.67 per share as of March 31, 2026 and December 31, 2025, respectively  247,617,197   245,449,353  

  
    
   

Shareholders’ Deficit 
    
   

 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding as of March 31, 2026 and December 31, 2025  —   —  

 Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding (excluding 23,000,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025  —   —  

 Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025  575   575  

 Additional paid-in capital  —   —  

 Accumulated deficit  (12,028,308)  (11,560,536) 

 Total Shareholders’ Deficit  (12,027,733)  (11,559,961) 

 TOTAL LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT $248,069,099  $245,630,529  

 
The accompanying notes are an integral part
of these unaudited condensed financial statements.
 

1

 
LAUNCH ONE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
 

  
For the Three Months Ended 

  
March 31, 

  
2026  
2025 

 General and administrative expenses $467,775  $178,042  

 Loss from operations  (467,775)  (178,042) 

  
    
   

Other income: 
    
   

 Interest earned on cash and marketable securities held in Trust Account  2,167,844   2,449,036  

 Interest earned on operating cash account  3   197  

 Unrealized gain on marketable securities held in Trust Account  ―   16,222  

 Total other income  2,167,847   2,465,455  

  
    
   

 Net income $1,700,072  $2,287,413  

  
    
   

 Basic and diluted weighted average shares outstanding of redeemable Class A Ordinary Shares  23,000,000   23,000,000  

 Basic and diluted net income per share, redeemable Class A Ordinary Shares $0.06  $0.08  

 Basic and diluted weighted average shares outstanding, non-redeemable Class B Ordinary Shares  5,750,000   5,750,000  

 Basic and diluted net income per share, non-redeemable Class B Ordinary Shares $0.06  $0.08  

 
The accompanying notes are an integral part
of these unaudited condensed financial statements.
 

2

 
LAUNCH ONE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ DEFICIT
 
FOR THE THREE MONTHS ENDED MARCH 31, 2026
 

  
Class A
 Ordinary Shares  
Class B
 Ordinary Shares  
Additional
 Paid-in  
Accumulated  
Total
 Shareholders’ 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance — January 1, 2026  —  $—   5,750,000  $575  $—  $(11,560,536) $(11,559,961) 

  
    
    
    
    
    
    
   

 Accretion of Class A Ordinary Shares subject to possible redemption  —   —   —   —   —   (2,167,844)  (2,167,844) 

  
    
    
    
    
    
    
   

 Net income  —   —   —   —   —   1,700,072   1,700,072  

  
    
    
    
    
    
    
   

 Balance – March 31, 2026  —  $—   5,750,000  $575  $—  $(12,028,308) $(12,027,733) 

 
FOR THE THREE MONTHS ENDED MARCH 31, 2025
 

  
Class A
 Ordinary Shares  
Class B
 Ordinary Shares  
Additional
 Paid-in  
Accumulated  
Total
 Shareholders’ 

  
Shares  
Amount  
Shares  
Amount  
Capital  
Deficit  
Deficit 

 Balance — January 1, 2025  —  $—   5,750,000  $575  $—  $(9,949,858) $(9,949,283) 

  
    
    
    
    
    
    
   

 Accretion of Class A Ordinary Shares subject to possible redemption  —   —   —   —   —   (2,465,258)  (2,465,258) 

  
    
    
    
    
    
    
   

 Net income  —   —   —   —   —   2,287,413   2,287,413  

  
    
    
    
    
    
    
   

 Balance – March 31, 2025  —  $—   5,750,000  $575  $—  $(10,127,703) $(10,127,128) 

 
The accompanying notes
are an integral part of these unaudited condensed financial statements.
 

3

 
LAUNCH ONE ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
 

  
For the 

Three Months
 Ended
 March 31,  
For the 

Three Months
 Ended
 March 31, 

  
2026  
2025 

Cash Flows from Operating Activities: 
   
  

 Net income $1,700,072  $2,287,413  

Adjustments to reconcile net income to net cash used in operating activities: 
    
   

 Interest earned on cash and marketable securities held in Trust Account  (2,167,844)  (2,449,036) 

 Unrealized gain on marketable securities held in Trust Account  ―   (16,222) 

Changes in operating assets and liabilities: 
    
   

 Other receivable  ―   (30,250) 

 Prepaid expenses  (60,666)  (21,250) 

 Short-term prepaid insurance  25,795   ―  

 Long-term prepaid insurance  ―   25,795  

 Accrued expenses  238,498   22,135  

 Net cash used in operating activities  (264,145)  (181,415) 

  
    
   

Cash Flows from Financing Activities: 
    
   

 Proceeds from Working Capital Note  500,000   ―  

 Net cash provided by financing activities  500,000   ―  

  
    
   

 Net Change in Cash  235,855   (181,415) 

 Cash – Beginning of period  30,146   850,338  

 Cash – End of period $266,001  $668,923  

 
The accompanying notes are an integral part
of these unaudited condensed financial statements.
 
4

 
LAUNCH ONE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
 

 NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
 
 Launch One Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on February 21, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. 
 
As of March 31, 2026, the Company had not commenced any operations. All activities for the period from February 21, 2024 (inception) through March 31, 2026 relate to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company and negotiating the terms of and consummating a Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
 
 The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 13, 2024 (File No. 333-280188), was declared effective on July 11, 2024 (as amended, the “IPO Registration Statement”). On July 15, 2024, the Company consummated the initial public offering of 23,000,000 units (the “Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units (the “Option Units”), at $10.00 per Unit, generating gross proceeds of $230,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”). 
 
 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 6,000,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Launch One Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co. (“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), generating gross proceeds of $6,000,000 (the “Private Placement”), which is described in Note 4. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. Each Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. 
 
 Transaction costs amounted to $15,574,281, consisting of $4,000,000 of cash underwriting fee, the Deferred Fee (as defined in Note 6) of $10,950,000, and $624,281 of other offering costs. 
 
The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee).
 
 The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of the Deferred Fee held and taxes payable on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully consummate a Business Combination. 
 

5

 
LAUNCH ONE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
 
 Following the closing of the Initial Public Offering, on July 15, 2024, an amount of $230,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was placed in a trust account (the “Trust Account”) located in the United States, with Continental Stock Transfer & Trust Company (“Continental”), acting as trustee. The funds in the Trust Account may be invested in U.S. Department of the Treasury (“Treasury”) obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct Treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. 
 
 Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination by July 15, 2026, or by such earlier liquidation date as the Company’s board of directors (the “Board”) may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to modify (1)  the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the Public Shares (the “Public Shareholders”). 
 
 The Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations of applicable law and the Amended and Restated Articles. As of March 31, 2026, the amount of the Trust Account was $10.77 per Public Share. 
 
The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity subsequent to the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).
 
 The Company has only the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law. 
 

6

 
LAUNCH ONE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
 
 The Sponsor, officers and directors have entered into a letter agreement with the Company, dated July 11, 2024 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with (x) the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (ii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iii) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from Public Shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination. 
 
 The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. 
 
Minovia Business Combination Termination
 
On June 25, 2025, the Company entered into a Business Combination Agreement (as amended, the “Minovia BCA”) with (i) the Sponsor, in the capacity as the representative from and after the effective time of the SPAC Merger (as defined in the Minovia BCA) for the shareholders of the Company and Pubco (as defined below) (other than the shareholders of Minovia (as defined below) as of immediately prior to the effective time of the Minovia Merger (as defined in the Minovia BCA) and their successors and assigns) in accordance with the terms and conditions of the Minovia BCA (the “SPAC Representative”), (ii) Minovia Therapeutics Ltd., an Israeli company limited by shares (together with its successors, “Minovia”), (iii) Natalie Yivgi-Ohana, in the capacity 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) (the “Seller Representative”), (iv) Mito US One Ltd., an Israeli company limited by shares (together with its successors, “Pubco”), (v) Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly owned subsidiary of Pubco (“Minovia Merger Sub”, together with the SPAC Representative, Minovia, Seller Representative and Pubco, the “Minovia BCA Parties”) and (vi) a to be-formed Cayman Islands exempted company that, upon execution and delivery of a joinder to the Minovia BCA, will be a party to the Minovia BCA.
 
On January 30, 2026, the Company entered into the Termination and Release Agreement with the Minovia BCA Parties, pursuant to which the Minovia BCA Parties mutually agreed to terminate the Minovia BCA in its entirety pursuant to Section 8.1(a) thereof. Concurrently with the termination of the Minovia BCA, each of the Ancillary Agreements (as defined in the Minovia BCA) were automatically terminated. As a result, the Minovia BCA and Ancillary Agreements are of no further force and effect. In addition, each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder and the proposed transactions. The Company is seeking, with the Sponsor, alternative ways to consummate an initial Business Combination.
 

7

 
LAUNCH ONE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
 
Liquidity, Capital Resources, and Going Concern
 
 As of March 31, 2026, the Company had $266,001 in its operating bank account and a working capital deficit of $1,077,733. The Company intends to continue to use the funds held outside the Trust Account primarily to complete the Business Combination. 
 
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” as of March 31, 2026, the Company may need to raise additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company Working Capital Loans (as defined in Note 5), from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
 
Management plans to address this uncertainty through a Business Combination. If a Business Combination is not consummated by the end of the Combination Period, currently July 15, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition, the date of mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Combination Period. The Company intends to complete the initial Business Combination before the end of the Combination Period. However, there can be no assurance that the Company will be able to consummate any Business Combination by the end of the Combination Period.
  

 NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Presentation
 
The accompanying unaudited condensed financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
 
The accompanying unaudited condensed financial statements should be read in conjunction with the (i) IPO Registration Statement and (ii) Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026. The interim results for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2026, or for any future periods.
 

8

 
LAUNCH ONE ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2026
 
Emerging Growth Company Status
 
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting re