LPAAU 10-K & 10-Q changes, risk factors and insider trading

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following isare abrief partial listdescriptions of material risks, uncertainties and other factors that could have a material effect on us and our operations:

For additional more detailed descriptions of these and other risks relating to our operations, other than as set forth above,Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement.Statement, (ii) 2024 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, as filed with the SEC on May 15, 2025 and August 14, 2025, respectively. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks couldnot arisepresently known to us or that we currently deem immaterial may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, businesspossible strategyBusiness Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements.statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. SuchWe have based these forward-looking statements are based on the beliefs of our Management,Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to, our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statementstatements and the notes thereto containedincluded elsewhere in this Report.

We are a blank check company incorporated in the Cayman Islands on February 21, 2024, formed2024 for the purpose of effecting a Business CombinationCombination. Our Sponsor is Launch One withSponsor one or more businesses or entities. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the Private Placement, our shares, debt or a combination of cash, shares and debt.LLC.

We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter.Articles. SuchAny ansuch amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account,Account and our capitalizationcapitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs SPACs (such as us) to complete ourtheir initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor entity, which may result in a change to our Management Team.

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince February 21, 2024 (inception) through December 31, 20242025 werehave been (i) organizational activities,activities thoseand necessary(ii) activities relating to prepare for(x) the Initial Public Offering, described below,Offering and (y) identifying and evaluating aprospective targetacquisition companycandidates, forsuch aas Minovia, and activities in connection with the initial Business Combination. We dowill not expect to generate any operating revenues until after the completion of our initial Business Combination. SubsequentWe tohave the Initial Public Offering, we generategenerated non-operating income in the form of interest income on marketable securitiesinvestments held in the Trust Account.Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliancecompliance, among other things), as well as for due diligence expenses.

For the periodyear from February 21, 2024 (inception) throughended December 31, 2024,2025, we had a net income of $5,129,519,$8,309,154, which consisted of interest earned on cash and marketable securities held in Trust Account of $5,404,164 and unrealized gain on marketable securities held inthe Trust Account of $125,357,$9,919,832 and interest earned on operating cash account of $403, partially offset by general and administrative costs of $400,002.$1,611,081.

For the period from February 21, 2024 (inception) through December 31, 2024, cashwe usedhad ina operating activities was $472,305. Netnet income of $5,129,519$5,129,519, waswhich affectedconsisted byof interest earned on cash and marketable securities held in the Trust Account of $5,404,164 and unrealized gain on marketable securities held in the Trust Account of $5,404,164,$125,357, offset unrealizedby gaingeneral onand marketable securitiesadministrative held in Trust Accountcosts of $125,357 and payment of operation costs through promissory note of $50,736. Changes in operating assets and liabilities used $123,039 of cash for operating activities.$400,002.

As of December 31, 2025 and December 31, 2024, we had marketable securities held in the Trust Account of $235,529,521$245,449,353 consistingand $235,529,521, respectively (including $9,919,832 and $5,404,164 of U.S.interest Treasuryincome, Bills with a maturity of 185 days or less.respectively). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (lesswhich interest incomeshall be net of taxes payablepayable, if any, and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee 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.

As of December 31, 2025 and December 31, 2024, we had cash held outside of $850,338.the Trust Account of approximately $30,146 and $850,338, respectively, and a working capital deficit of $609,961 and a working capital of $947,121, respectively. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of of prospective target businesses, and structure, negotiate and complete a Business Combination.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us fundsWorking Capital Loans, as may be required. If we complete a Business Combination, we wouldwill repay such loanedWorking amounts.Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loanedWorking amountsCapital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertibleconverted into private placement warrants of the post Businesspost-Business Combination entity at a price of $1.00 per warrant at the option of the lender.warrant. The warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of December 31, 2025 and 2024, we did not have any borrowings under any Working Capital Loans.

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than anas agreement to an affiliate of the Sponsor $12,500 per month for office space, utilities and secretarial and administrative support services provided to members of the management team.follows:

The underwriters Underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 unitsOption Units to cover over-allotments, if any. On July 15, 2024, simultaneously with the closing of the Initial Public Offering, the underwritersUnderwriters elected to fully exercise the Over-Allotment over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.Option.

Critical Accounting Estimates and Standards

The preparation of the financial statement statements and relatednotes disclosuresthereto included elsewhere in this Report in conformity with accounting principles generally accepted in the United States of AmericaGAAP requires managementManagement to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilitiesliabilities, in our financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the datetime of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our financial statement,statements and incomenotes andthereto expensesincluded duringelsewhere in this Report could be materially affected. We believe that the periodsfollowing reported.accounting Actualpolicies involve a higher degree of judgment and results could materially differ from those estimates.complexity. As of December 31, 2024,2025, we did not have any critical accounting estimates to be disclosed.

Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect effect on ourthe financial statement.statements and notes thereto included elsewhere in this Report.

We have until JulyJanuary 15, 20262027 (24-months30-months from the closing of the Initial Public Offering), or until such (x) earlier date as our Board may approve or (y) later date as our shareholders may approve, pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) 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 and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The foregoing summary of the Minovia Termination Agreement is qualified in its entirety by the text of the Minovia Termination Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.Agreement.

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 21, 2024 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,700,072,$1,599,821, which consisted of interest earned on cash and marketable securities held in the Trust Account of $2,167,844$2,193,256 and interest earned on operating cash account of $3,$13, partially offset by general and administrative costs of $467,775.$593,448.

For the three months ended MarchJune 31,30, 2025, we had a net income of $2,287,413,$1,922,018, which consisted of interest earned on marketable securities held in the Trust Account of $2,449,036,$2,547,714, unrealized gain on marketable securities held in Trust Account of $11,999 and interest earned on operating cash account of $197 and unrealized gain on cash and marketable securities held in the Trust Account of $16,222, partially$142 offset by general and administrative costs of $178,042.$637,837.

For the threesix months ended March 31,June 30, 2026, cash used in operating activities was $264,145.$291,811. Net income of $1,700,072$3,299,893 was affected by interest earned on cash and marketable securities held in the Trust Account of $2,167,844.$4,361,100. Changes in operating assets and liabilities provided $203,627$1,353,018 of cash for operating activities.

For the threesix months ended March 31,June 30, 2025, cash used in operating activities was $181,415.$586,598. Net income of $2,287,413$4,209,431 was affected by interest earned on cash and marketable securities held in the Trust Account of $2,449,036$4,996,750 and unrealized gain on cash and marketable securities held in the Trust Account of $16,222. $28,221. Changes in operating assets and liabilities usedprovided $3,570$228,942 of cash for operating activities.

As of MarchJune 31,30, 2026 and December 31, 2025, we had marketable securities held in the Trust Account of $247,617,197$249,810,453 and $245,449,353, respectively (including $2,167,845 $19,810,453 and $9,919,832$15,323,996 of interest income, respectively). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026 and December 31, 2025, we had cash held outside of the Trust Account of $266,001$321,957 and $30,146, respectively, and a working capital deficit of $1,052,733 $1,671,168 and $609,961, respectively. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $340,000 under the IPO Promissory Note to cover expenses related to the Initial Public Offering. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024 or the completion of our Initial Public Offering. We borrowed $307,974 under the IPO Promissory Note and $335,314 was paid to the Sponsor upon the consummation of our Initial Public Offering on July 15, 2024, including an amount of $27,340 in excess of the outstanding IPO Promissory Note balance. The excess payment of $27,340 was due to our Company as of June 30, 2026 and December 31, 2025. No additional borrowing is available under the IPO Promissory Note. The excess payment of $27,340 was due to our Company as of March 31, 2026 and December 31, 2025.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will intend to repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account wouldwill be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. TheSuch warrants would be identical to the Private Placement Warrants. Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31,June 30, 2026 and December 31, 2025, there was a total amount of $500,000 and $0, respectively, outstanding under the Working Capital Note (see below).Loans.

In light of our limited cash balance at year end, our Board and Management determined to secure additional working capital to fund past and ongoing operational expenses. On March 20, 2026, we entered into a Working Capital Note with the Sponsor, pursuant to which the Sponsor may loan up to $1,000,000 to us in up to three tranches in substantially the same amounts and on substantially the same terms as the loans under that certain agreement, between the Sponsor and Keystone Capital Partners, LLC (“Keystone”), as agent for the lenders party thereto (the “Lenders” and such agreement, the “Credit Agreement”), including an initial loan to us of $500,000 upon execution and two additional loans of $250,000 each (in the case of the Working Capital Note, at the Sponsor’s sole election) in the event that we (A) enter into a letter of intent, memorandum of understanding or other agreement with respect to our Business Combination or (B) call a shareholder meeting to extend the Combination Period, (ii) an original issue discount of 20% on each loan, such that the principal amount of each loan is 125% of the amount borrowed, (iii) annual interest of 8%, with a default interest rate of an additional 18% (for a total of 26%), to the maximum extent permitted by applicable law, (iv) a prepayment penalty of 10% (and in the case of the Working Capital Note, only to the extent with the written consent of the Sponsor), (v) a maturity date for all such loans, interest and other obligations under the Working Capital Note of the consummation of our initial Business Combination or the effective date of our winding up (or if earlier, upon an event of default), and (vi) an obligation to reimburse the Sponsor for its expenses in connection with obtaining the funds for the initial loan under the Working Capital Note (up to $25,000 to be withheld at the funding of the initial loan, which will be used to reimburse Keystone for its expenses under the Credit Agreement) and for any expenses of the Sponsor in connection with any refinancing of the debt or the enforcement of the Working Capital Note and for any reimbursement or indemnification obligations of the Sponsor under the Credit Agreement and related documents, subject in each case to a cap of $20,000 per occurrence (other than with respect to indemnification obligations), which expense reimbursement obligations will be taken out of the proceeds of any additional loans under the Working Capital Note or otherwise upon the maturity date (or earlier event of default). As of MarchJune 31,30, 2026, the Companywe had received $500,000$1,000,000 under the Working Capital Note. NoNote and recorded a $250,000 debt discount in connection with the 20% premium for an aggregate liability of $1,250,000. In connection with the above, $1,250,000 was recorded as a liability, less a $250,000 debt discount, resulting in a carrying value of $1,000,000. For the three and six months ended June 30, 2026, debt discount amortization of $46,959 was recognized, bringing the Working Capital Note carrying value to $1,046,959 at June 30, 2026. As of June 30, 2026, we recorded an interest wasexpense of $46,959 in connection with the amortization of the debt discount resulting in a net liability of $1,046,959 as reflected on the condensed balance sheets included in this Report under Item 1. “Financial Statements”. Additionally, the Company recorded $18,056 of accrued interest recorded as accrued interest payable on the condensed balance sheets included in this Report under Item 1. “Financial Statements”. As of MarchJune 31,30, 2026, asno further borrowings are available under the amountWorking wasCapital de minimis.Note.

Our Company, the Sponsor and Cantor, also entered into a waiver letterletter, pursuant to which the restrictions on transfers contained in the Letter Agreement were waived solely to permit the pledge of the Pledged Collateral and any transfer thereof upon enforcement of the related security interest, but with the Lenders taking such Pledged Collateral subject to the terms of the Letter Agreement.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements—Going Concern”, Management has determined that we currently lack the liquidity we need to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements” are issued, as we expect to continue to incur significant costs in pursuit of our acquisition plans. In addition, Management has determined that if we are unable to complete an initial Business Combination within the Combination Period, then we will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about our ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after JulyJanuary 15, 2026.2027. There can be no assurance that our plans to raise capital or to consummate an initial Business Combination will be successful.

Commencing on July 11, 2024, and until the completion of our Business Combination or liquidation, we reimburse an affiliate of the Sponsor $12,500 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, we incurred $37,500 and $75,000, respectively, in fees for these services,services. whichAs amountof June 30, 2026, $75,000 is included in accrued expenses in the accompanying condensed balance sheets of the financial statements included in this Report under Item 1. “Financial Statements”. For the three and six months ended June 30, 2025,we incurred and paid $37,500 and $75,000 in fees for these services, respectively.

The holders of (i) the Founder Shares, (ii) the Private Placement Warrants (and their underlying securities) and (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if anyLoans (and intheir eachunderlying casesecurities), if any, (iv) any Class A Ordinary Shares issuable upon conversion of the Founder Shares and (v) any Class A Ordinary Shares held by the holders of theirthe underlyingFounder securities,Shares asat applicable)the completion of the Initial Public Offering are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.

Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to transfer restrictions of the earlier of (i) one year after the completion of our initial Business Combination or (ii) subsequent to our initial Business Combination, (1) if the last sale price of our Class A ordinaryOrdinary sharesShares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within and any 30-trading day period commencing at least 150 days after our initial Business Combination, or (2) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; (y) the Private Placement Warrants shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination; and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall bewere subject to transfer restriction for 180 days following the effectiveness of the IPO Registration Statement.

The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. Using a valuation, we estimated the fair value of the Public Warrants as of the Initial Public Offering. Other than estimating the value of the Public Warrants, we did not have any other critical accounting estimates to be disclosed as of March 31,June 30, 2026.

Management does not believe that there are any recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial StatementsStatements.”.