UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 1.02 Termination of a Material Definitive Agreement.
As previously disclosed, Launch One Acquisition Corp. (the “Company”) entered into a Business Combination Agreement, dated as of June 25, 2025, as amended on August 12, 2025, September 4, 2025, September 26, 2025 and January 6, 2026 (collectively, the “BCA”) with (i) Launch One Sponsor LLC, a Delaware limited liability company, in the capacity as the SPAC Representative (as defined in the BCA) under the BCA (the “SPAC Representative”), (ii) Minovia Therapeutics Ltd., an Israeli company limited by shares (“Minovia”), (iii) Natalie Yivgi-Ohana, in the capacity as the Seller Representative (as defined in the BCA) under the BCA (the “Seller Representative”), (iv) Mito US One Ltd., an Israeli company limited by shares (“Pubco”), and (v) Mito Sub Israel Ltd., an Israeli company limited by shares and a wholly-owned subsidiary of Pubco (“Company Merger Sub”).
As of January 30, 2026, the Company, the SPAC Representative, Minovia, the Seller Representative, Pubco and Company Merger Sub entered into a Termination and Release Agreement (“Termination and Release Agreement”) pursuant to which the parties mutually agreed to terminate the BCA in its entirety pursuant to Section 8.1(a) thereof.
Concurrently with the termination of the BCA, each of the Ancillary Agreements (as defined in the BCA) were automatically terminated. As a result, the 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 foregoing summary of the Termination and Release Agreement is qualified in its entirety by the text of the Termination and Release Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
The Company and its sponsor currently intend to seek alternative ways to consummate an initial business combination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Termination and Release Agreement, dated as of January 30, 2026, by and among the Company, the SPAC Representative, Minovia, the Seller Representative, Pubco and Company Merger Sub. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
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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. | ||
| Dated: February 3, 2026 | ||
| By: | /s/ Chris Ehrlich | |
| Name: | Chris Ehrlich | |
| Title: | Chief Executive Officer | |
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