Launch One Acquisition Corp.

Launch One Acquisition Corp. (LPAA): Minovia Merger Off – What Investors Need to Know

Launch One Acquisition Corp. (LPAA) has officially called off its planned merger with Minovia Therapeutics Ltd. This significant development means the Business Combination Agreement – the formal contract outlining the merger – is terminated, and the deal intended to bring Minovia public through Launch One will not proceed.

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1. Event Description

Launch One Acquisition Corp. (LPAA), a Special Purpose Acquisition Company (SPAC), has officially terminated its Business Combination Agreement with Minovia Therapeutics Ltd. This action means the planned merger, which aimed to take Minovia public through Launch One, is now off the table.

Consequently, your LPAA common stock, LPAAU units (typically comprising one share of common stock and a fraction of a warrant), and LPAAW warrants will not convert into shares of a combined Minovia entity. Launch One now reverts to its status as a "blank check" company, actively seeking a new private company to acquire and bring public.

2. Event Date/Timeline

Launch One announced the termination today, February 3, 2026, reporting an event that occurred on January 30, 2026.

3. Why Did It Happen? (Context and Background)

Launch One formed as a SPAC, raising capital (typically around $10 per share in its IPO) with the sole purpose of acquiring and publicizing a private company. It identified Minovia Therapeutics Ltd. and announced their merger plan in June 2025, subsequently amending it several times.

While the official 8-K filing states both parties "mutually agreed" to terminate the agreement, it does not specify reasons. Common reasons for SPAC deal terminations often include:

• Failure to meet closing conditions: Such as minimum cash requirements, regulatory approvals, or other contractual obligations.
• Shifts in market conditions: These can make original deal terms less attractive or viable for either party.
• Inability to secure sufficient PIPE (Private Investment in Public Equity) financing: This external funding is often crucial for meeting minimum cash requirements.
• Disagreements: These can arise during due diligence or negotiation over valuation or other key terms.

This termination renders the original investment thesis for the Minovia merger, including any implied valuation or projected ownership structure, irrelevant. Launch One must now resume its search for a new promising private company to merge with.

4. Impact Assessment

This termination significantly impacts several parties:

• Launch One: The company's mission to merge with Minovia remains unfulfilled. It reverts to a shell company, needing to identify a new target before its liquidation deadline.
• Minovia Therapeutics Ltd.: Its path to becoming a public company via this specific SPAC deal is now closed. Minovia must now pursue alternative routes to go public or continue as a private entity, potentially affecting its growth and funding strategies.
• The Market: The anticipated combined Launch One and Minovia entity will not enter the public market. This introduces uncertainty for investors who had anticipated this specific merger.
• Warrants (LPAAW): Warrants are especially sensitive to this news, as their value depends on the successful completion of a business combination. We provide further details on their financial impact below.

5. Who Is Affected? (Investors, Management, Sponsor)

The termination directly affects key stakeholders:

• Launch One Investors (LPAA, LPAAU, LPAAW): Your investment thesis has fundamentally changed. Your shares will not convert into shares of a combined company with Minovia. Launch One remains a SPAC, and its future hinges on finding a new merger partner. This news can trigger significant price volatility.
• Minovia Therapeutics Ltd.: The company's plan to go public via this SPAC is now off. This may necessitate a change in its growth strategy or future fundraising plans.
• Minovia Therapeutics Ltd. Customers: This specific event has no direct immediate impact, but the company's long-term financial strategy could shift.
• Launch One Management and Sponsor: Their primary objective was to identify and complete a merger. The SPAC's sponsor, who typically invests substantial capital in founder shares and warrants, faces a significant risk of losing their investment if they do not find and complete a new deal by the deadline.

6. Financial Impact

The termination of the Business Combination Agreement carries several direct financial implications:

• Trust Account Status: Launch One Acquisition Corp. maintains its trust account, which holds the proceeds from its initial public offering. These funds benefit public shareholders.
• Common Stock (LPAA): Holders of LPAA common stock will not see their shares convert into shares of a combined entity with Minovia. If Launch One fails to complete an alternative business combination and liquidates, common shareholders typically receive their proportionate share of the funds in the trust account, generally approximating the original IPO price (e.g., $10.00 per share) plus accrued interest.
• Warrants (LPAAW): Warrants are highly sensitive to this development. Should Launch One ultimately liquidate without completing a business combination, these warrants will likely become worthless.
• Units (LPAAU): Units, which typically combine common stock and a fraction of a warrant, will also be affected. The common stock component would be subject to the potential liquidation value, while the warrant component faces the risk of becoming worthless.
• Sponsor Investment: The SPAC's sponsor, having invested in founder shares and private placement warrants, faces a significant risk of losing their investment if they do not successfully complete a new deal by the SPAC's deadline.

7. What Happens Next? (Immediate and Future Implications)

With the Minovia merger plan officially terminated, here's what investors can expect:

• New Search: Launch One and its sponsor intend to actively seek a new business combination target.
• Deadline Pressure: This factor is paramount for investors. SPACs typically operate within a limited timeframe (often 18-24 months from their IPO) to complete a merger. Investors must determine Launch One Acquisition Corp.'s specific liquidation deadline. If Launch One fails to identify a suitable new target and finalize a deal within its remaining time, it will face forced liquidation.
• Irrelevant Minovia Deal Steps: All previous steps related to the Minovia merger, such as shareholder voting and regulatory approvals, are now irrelevant.
• Uncertain Timeline: No set timeline exists for finding a new target. The company will likely announce any new potential partnership when it materializes.

8. Key Takeaways for Investors

For investors, these are the key takeaways:

• High Volatility: Expect significant volatility in the stock price of Launch One (LPAA, LPAAU, LPAAW). The market dislikes uncertainty, and this news introduces considerable ambiguity.
• Investment Thesis Shift: You are no longer investing in a company poised to merge with Minovia. Instead, you are investing in a SPAC that must now secure a new deal. The fundamental investment thesis has changed.
• Focus on SPAC Fundamentals: Your due diligence should now concentrate on Launch One itself:
  • Liquidation Deadline: Ascertain the exact date by which Launch One must complete a business combination. This date is paramount.
  • Cash in Trust: Determine the current approximate cash in trust per share. This figure represents the theoretical floor for the common stock price, although market prices can trade below this due to uncertainty.
  • Warrant Risk: Understand that warrants (LPAAW) carry substantially higher risk. They will likely expire worthless if Launch One fails to complete a business combination and liquidates.
• Redemption Rights: While not immediately available due to this termination, shareholders typically have the opportunity to redeem their shares for cash from the trust account if Launch One proposes and approves a new business combination, or if the SPAC ultimately liquidates.
• Monitor Announcements: Closely follow official announcements. Any news regarding a new potential target, an extension of their deadline, or plans for liquidation will be critical.
• Increased Risk: The risk level has significantly increased. Launch One faces a real possibility of not finding a suitable new target, which could force liquidation, returning only the trust value to common shareholders and rendering warrants worthless. Investors should acknowledge and understand these heightened risks.