M&A - Launch One Acquisition Corp.

Form Type: 425

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025057492

Filing Summary: On June 25, 2025, Launch One Acquisition Corp. announced a joint press release with Minovia Therapeutics Ltd. regarding a Business Combination Agreement whereby Launch One, Minovia, and Mito US One Ltd. will engage in a merger. Under this agreement, a newly-formed subsidiary of Pubco will merge into Minovia, with Minovia continuing as the surviving entity. As part of this transaction, Minovia's shareholders will exchange their shares for Pubco ordinary shares, and additional conditions will lead to the cancellation of Minovia’s options and convertible securities. Following this, another merger will lead to SPAC merging into a newly-formed Cayman Islands company, with SPAC continuing as the survivor. Post-merger, both SPAC and Minovia will serve as wholly-owned subsidiaries of Pubco, which will become publicly traded. The deal values the exchange of equity at $180 million, and there is potential for an additional $57.5 million in Pubco shares based on future performance milestones. The document also notifies that further filings, including a Form F-4 registration statement and a detailed proxy statement, will be made to inform shareholders about the merger process and necessary voting procedures.

Form Type: 8-K

Filing Date: 2025-06-25

Corporate Action: Merger

Type: New

Accession Number: 000121390025057488

Filing Summary: On June 25, 2025, Launch One Acquisition Corp. announced a Business Combination Agreement with Minovia Therapeutics Ltd. This agreement signifies that a newly-formed Israeli company subsidiary of Pubco will merge with Minovia, allowing Minovia to remain as the surviving entity post-merger. As part of the agreement, shares held by Minovia's equity holders will be exchanged for newly issued Pubco ordinary shares valued at $180 million, plus potential additional shares worth $57.5 million contingent on meeting specific targets. Furthermore, post-merger, Launch One and Minovia will operate as wholly-owned subsidiaries of Pubco, which will become a publicly traded entity following these mergers. Launch One plans to file a further current report by July 1, 2025, regarding this business combination. Relevant details and a press release have been attached as exhibits to this filing.