Launch One, Minovia Therapeutics enter business combination agreement

Minovia Therapeutics and Launch One Acquisition (LPAA) Corp. announced entering into a definitive business combination agreement. Transaction highlights: The proposed business combination will create a publicly traded, clinical-stage biotechnology company focused on developing and commercializing Mitochondrial Augmentation Technology, a proprietary platform designed to address a broad spectrum of diseases driven by mitochondrial dysfunction, from rare pediatric disorders to common adult conditions. Upon closing of the transaction, the combined entity will operate under the name Mito US One Ltd. and is expected to be listed on Nasdaq. The transaction is expected to provide Minovia with additional capital to facilitate accelerating its growth and development pipeline. This includes potentially reaching clinical and regulatory milestones, technology transfer, and the eventual commercial launch of the Company’s longevity-focused offerings from its MAT platform. The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions and shareholder approvals. Launch One’s trust account currently holds approximately $239.7 million in cash, a portion of which may be available to the combined company following the transaction, depending on the extent of redemptions by public shareholders. The Business Combination Agreement assigns Minovia a pre-money equity valuation of $180 million, which will be increased by additional proceeds into Minovia expected from a bridge financing of at least $5 million to be completed within 30 days of signing, payable to Minovia equity holders in newly issued shares of the combined company, and with the Minovia equity holders being eligible to potentially receive additional shares worth $57.5 million in the aggregate as an earnout after the closing of the Business Combination. In addition, the parties are currently anticipating at least $18 million in PIPE investments at closing of the Business Combination, in addition to remaining cash held in Launch One’s trust account after shareholder redemptions. The net proceeds will fund Minovia’s clinical milestones, regulatory approvals, and the commercial launch of longevity-focused offerings. The boards of directors of both Minovia and Launch One have unanimously approved the transaction, which is expected to close in the fourth quarter of 2025, subject to customary closing conditions and shareholder approvals.