Regulatory Milestone Underscores Urgency and Promise of First-in-Class Mitochondrial Cell TherapyHaifa, ISRAEL, June 30, 2025 (GLOBE NEWSWIRE) -- Minovia Therapeutics Ltd. (“Minovia” or the “Company”), a clinical-stage biotechnology company developing novel therapies to treat mitochondrial diseases and combat age-related decline, announces that the U.S. Food and Drug Administration (FDA) has granted Fast Track Designation to the Company’s lead investigational compound, MNV-201. The FDA has also granted Rare ...

Minovia’s mitochondrial augmentation technology (MAT) targets multi-organ clinical benefits; lead program MNV-201 has both FDA Fast Track Designation and Rare Pediatric Disease designation and is preparing for its first pivotal clinical trialHAIFA, Israel, and GEORGE TOWN, Cayman Islands, June 25, 2025 (GLOBE NEWSWIRE) -- Minovia Therapeutics Ltd. (“Minovia” or the “Company”), a clinical-stage biotechnology company developing what it believes to be first-in-class therapies to treat mitochondrial diseases an ...

(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, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Commission File Number: 001-42173 Launch One Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 98-1781481 (State or o ...

IPO and Financing - The company completed its Initial Public Offering on July 15, 2024, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit, which was oversubscribed [21]. - An additional $6 million was generated from the private sale of 6 million Private Placement Warrants, each exercisable at $11.50 per share [22]. - A total of $230 million from the IPO and Private Placement was placed in a Trust Account maintained by Continental [23]. - As of December 31, 2024, the company has $23.55 million available for a Business Combination, before redemptions and deferred underwriting fees [48]. - The amount in the Trust Account was approximately $10.24 per Public Share as of December 31, 2024 [64]. - The company has approximately $1,250,000 in proceeds held outside the Trust Account to fund costs associated with its dissolution plan [87]. - The company has access to approximately $850,338 from the Initial Public Offering proceeds to cover potential claims and estimated liquidation costs of around $100,000 [91]. - The company may raise funds through equity or debt to meet cash requirements for the initial Business Combination if necessary [76]. - The company may need to obtain additional financing to complete its Business Combination or due to potential redemptions of Public Shares [147]. Business Combination Requirements - The company must complete its initial Business Combination by July 15, 2026, which is 24 months from the IPO closing date [24]. - If the initial Business Combination is not completed within the specified period, the company will redeem 100% of the Public Shares at approximately $10.00 per share [37]. - Nasdaq rules require that the company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account [38]. - The company intends to focus on emerging growth healthcare companies, particularly in the biotechnology sector, for its initial Business Combination [29]. - Shareholder approval may be required for the initial Business Combination under Nasdaq's listing rules if certain conditions are met [55]. - The company may seek to extend the Combination Period by amending its Amended and Restated Charter, subject to shareholder approval [25]. - If the initial Business Combination is not completed within the designated completion window, the company will redeem Public Shares at a price equal to the aggregate amount in the Trust Account divided by the number of outstanding Public Shares [84]. - The company will provide Public Shareholders with the opportunity to redeem shares at a price equal to the amount in the Trust Account divided by the number of outstanding Public Shares [64]. Management and Governance - The management team has significant experience in the life sciences industry, which is expected to aid in identifying and negotiating with potential acquisition targets [27]. - The company has a diverse board with expertise in venture capital, biotechnology, and corporate governance, enhancing its strategic direction [168][169][170]. - The board of directors includes experienced individuals such as Ryan Gilbert, Chris Ehrlich, and Jurgen van de Vyver, with extensive backgrounds in finance and biotechnology [165][166][167]. - The company has established an Audit Committee consisting of independent directors, including Ms. Stack, Mr. Atwood, and Mr. Ferguson [179]. - The Audit Committee is responsible for overseeing the integrity of financial statements and compliance with legal requirements [181]. - The Compensation Committee, chaired by Mr. Ferguson, includes independent members Ms. Stack and Mr. Atwood [182]. - The Compensation Committee reviews and approves executive compensation and incentive plans [187]. - The company adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees [188]. Financial Performance and Risks - The company generated a net income of $5,129,519 from February 21, 2024, to December 31, 2024, primarily from interest earned on marketable securities held in the Trust Account [138]. - The company incurred total offering costs of $15,574,281, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000 [142]. - Cash used in operating activities from February 21, 2024, to December 31, 2024, amounted to $472,305, with net income impacted by interest and unrealized gains on marketable securities [143]. - The company has not paid any cash dividends on its Ordinary Shares and does not intend to do so prior to completing its initial Business Combination [126]. - The company may face conflicts of interest as its Sponsor and officers may pursue other business ventures during the search for a Business Combination [44]. - The lack of business diversification may pose risks as the company's success may depend entirely on the performance of a single business post-combination [49]. - There is uncertainty regarding the financial performance of potential target companies, which may not have an established record of revenue or cash flows [105]. - The company faces risks related to selecting a suitable business target and completing its initial Business Combination within the prescribed time frame [104]. Compliance and Internal Controls - The company will evaluate its internal control procedures for compliance with the Sarbanes-Oxley Act for the fiscal year ending December 31, 2025 [98]. - Disclosure controls and procedures were evaluated and found not effective as of the end of the fiscal year ended December 31, 2024 [157]. - The company has not provided a report on internal control over financial reporting due to a transition period for newly public companies [159]. - There were no changes in internal control over financial reporting reported [160]. - Management believes that no recently issued accounting standards will materially affect the financial statements [152]. Shareholder Matters - Public Shareholders can redeem up to 15% of shares sold in the Initial Public Offering without prior consent, which aims to prevent large shareholders from blocking Business Combinations [77]. - A quorum for shareholder meetings requires at least one-third of issued and outstanding shares to be represented, with a minimum of 7,500,001 Public Shares needed for approval of the initial Business Combination [70]. - The redemption process will require Public Shareholders to deliver share certificates or use the DWAC system prior to the scheduled vote or tender offer deadline [79]. - Shareholders can withdraw their redemption requests at any time before the specified date in the proxy or tender offer documents [81]. - The company’s Sponsor, officers, and directors have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed [85]. Miscellaneous - The company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions, which may affect the attractiveness of its securities [100]. - The company is classified as a "smaller reporting company" and will maintain this status until its market value reaches $250 million or annual revenues exceed $100 million [103]. - The company has a tax exemption for 30 years from the Cayman Islands government, exempting it from certain taxes on profits and income [99]. - The company has not encountered any cybersecurity incidents since its Initial Public Offering, but acknowledges the risks associated with cybersecurity [118]. - The company has not established any limit on the amount of consulting or management fees that may be paid to directors or members of Management after the initial Business Combination [200].

Financial Performance - For the three months ended September 30, 2024, the company reported a net income of $2,605,302, consisting of interest earned on marketable securities of $2,406,913 and an unrealized gain of $388,318, offset by general and administrative costs of $189,929[96]. - For the period from February 21, 2024 (inception) through September 30, 2024, the company reported a net income of $2,564,914, with similar components as the quarterly results[97]. - Cash used in operating activities from inception through September 30, 2024, was $368,715, influenced by interest earned and unrealized gains on marketable securities[101]. Marketable Securities - As of September 30, 2024, the company had marketable securities held in the Trust Account totaling $232,795,232, consisting of U.S. Treasury Bills with a maturity of 185 days or less[102]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies[102]. Initial Public Offering - The company completed its Initial Public Offering on July 15, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[99]. - The company incurred total offering costs of $15,574,281, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000[100]. Financial Position - As of September 30, 2024, the company had cash of $953,928 available for identifying and evaluating target businesses[103]. - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024[106]. Future Financing Needs - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[105].

Financial Position - As of June 30, 2024, total assets amounted to $238,937,000, while total current liabilities were $254,325,000, resulting in a shareholders' deficit of $15,388,000[7]. - As of June 30, 2024, the Company does not have sufficient liquidity to meet its current obligations but has access to funds from the Sponsor to cover working capital needs until at least one year from the date of the financial statements[30]. - The Company has no long-term debt or off-balance sheet arrangements as of June 30, 2024[88]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on July 15, 2024, selling 23,000,000 units at $10.00 per unit, generating gross proceeds of $230,000,000[15]. - Transaction costs related to the Initial Public Offering totaled $15,574,281, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000[17]. - The Company sold 23,000,000 Units in its Initial Public Offering at a price of $10.00 per Unit, including the full exercise of the underwriters' over-allotment option of 3,000,000 Units[44]. - The underwriters exercised their over-allotment option to purchase an additional 3,000,000 units at a price of $10.00 per unit[63]. - The Company incurred total offering costs of $15,574,281, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000[83]. - Following the Initial Public Offering, $230,000,000 was placed in the Trust Account to be used for completing a Business Combination[83]. - An aggregate of $230,000,000 from the Initial Public Offering and the sale of Private Placement Warrants was placed in the Trust Account[100]. Business Operations - The company has not yet commenced any operations and will not generate operating revenues until after completing its initial business combination[14]. - The Company has not engaged in any operations or generated revenues to date, with activities focused on organizational tasks and identifying a target company for a Business Combination[79]. - The Company plans to continue incurring significant costs in pursuit of its acquisition plans, with no assurance of successful completion of a Business Combination[78]. Shareholder Rights and Warrants - Public shareholders will have the opportunity to redeem their shares at a price of $10.00 per share upon completion of the initial business combination[22]. - Each Unit consists of one Class A ordinary share and one-half of one redeemable Public Warrant, with each Public Warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share[44]. - The Company may redeem outstanding warrants at a price of $0.01 per warrant if the Class A ordinary share price equals or exceeds $18.00 for any 20 trading days within a 30-trading day period[50]. - The Company will use commercially reasonable efforts to file a registration statement for the Class A ordinary shares issuable upon exercise of the warrants within 20 business days after the Business Combination[48]. - The Company has registration rights for holders of founder shares and Private Placement Warrants to register their securities prior to the initial Business Combination[62]. Financial Performance - The net loss for the period from February 21, 2024, through June 30, 2024, was $40,388,000, with a basic and diluted net loss per share of $0.01[9]. - As of June 30, 2024, the Company reported a net loss of $22,202 for the three months ended June 30, 2024, and a cumulative net loss of $40,388 since inception[80]. Sponsor and Management - The Sponsor has agreed to loan the Company up to $340,000 for Initial Public Offering expenses, with $218,198 outstanding as of June 30, 2024[57]. - The Sponsor and directors have waived their redemption rights concerning their shares in connection with the initial Business Combination[25]. - The Company has not requested the Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy those obligations[26]. - The Company has entered into an agreement to pay $12,500 per month for administrative services until the completion of the initial Business Combination[58]. Regulatory and Market Risks - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[31]. - The Company is subject to risks from geopolitical instability, including the Russia-Ukraine conflict and the Israel-Hamas conflict, which could impact market conditions[60].