Launch One Acquisition terminates business combination with Minovia Therapeutics

This filing

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 ”).

Comparable filing

Barings BDC, Inc. (the “Company”) and Barings LLC (the “Adviser”) entered into a new Credit Support Agreement (the “New CSA”). The New CSA provides similar credit support as previously provided under the Prior CSA for the remaining unrealized investments in two portfolio companies previously covered by the Prior CSA in an amount equal to the $10,994,928 fair value of such investments as of May 29, 2026 (the “Remaining Obligation”).

This filing

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 ”).

Comparable filing

On May 29, 2026, CNL Strategic Capital B, Inc. (the “Borrower”), a wholly-owned subsidiary of CNL Strategic Capital, LLC (the “Company”), and Valley National Bank, a Tennessee banking corporation (referred to as “Valley National Bank”), entered into a Third Amendment (the “Third Amendment”) to the Loan and Security Agreement, as amended (the “Loan Agreement”), previously entered into by such parties for a $50.0 million revolving line of credit (the “Line of Credit”).

This filing

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 ”).

Comparable filing

On May 27, 2026, OSR Holdings, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Vaximm AG (“Vaximm”), a clinical-stage biopharmaceutical company organized under the laws of Switzerland.

This filing

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 ”).

Comparable filing

In connection with the Private Placement, the Company entered into Registration Rights Agreements with the Investors, dated as of June 1, 2026 (the “PIPE Registration Rights Agreement”), pursuant to which the Company has agreed to (i) prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the Common Stock sold in the Private Placement within 45 days of the closing of the Private Placement, (ii) use commercially reasonable efforts to have such registration statement declared effective within the time period set forth in the PIPE Registration Rights Agreement, and to keep such registration statement effective until the date that all registrable securities covered by such registration statement (a) have been sold, thereunder or pursuant to Rule 144, or (b) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for 1 the Company to be in compliance with the current public i

This filing

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 ”).

Comparable filing

On June 1, 2026, USA Rare Earth, Inc. (the “Company”) entered into a Lease Agreement (the “Lease”) with TC Liberty Development, LLC, a Delaware limited liability company (“Landlord”), for the lease of a to-be-constructed specialty rare earth magnet manufacturing facility located on Bear Den Road in Blacksburg, Cherokee County, South Carolina (the “Premises”).

This filing

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 ”).

Comparable filing

On May 28, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto

This filing

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 ”).

Comparable filing

On May 28, 2026, Tempest Therapeutics, Inc., a Delaware corporation (the “ Company ”), entered into a warrant exercise and inducement offer letter agreement (the “ Inducement Letter ”) with a holder of certain existing warrants to purchase shares of the Company’s common stock

This filing

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 ”).

Comparable filing

On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”).