| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
LAUNCH ONE ACQUISITION CORP. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G5S86M100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | G5S86M100 |
| 1 | Names of Reporting Persons Launch One Sponsor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The 5,750,000 founder shares referred to in Rows 5, 7, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280188). Ryan Gilbert is the sole managing member of Launch One Sponsor LLC and has voting and investment discretion with respect to the securities held of record by Launch One Sponsor LLC.
The 5,750,000 founder shares referred to in Rows 5, 7, and 9 exclude 4,000,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares issued and outstanding as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| CUSIP No. | G5S86M100 |
| 1 | Names of Reporting Persons Ryan Gilbert | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 5,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 20.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The 5,750,000 founder shares referred to in Rows 6, 8, and 9 represent Issuer's Class B ordinary shares, par value $0.0001 per share ("Class B Ordinary Shares") which are automatically convertible into Issuer's Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") with or immediately following the Issuer's initial business combination (the "Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280188). Ryan Gilbert is the sole managing member of Launch One Sponsor LLC and has voting and investment discretion with respect to the securities held of record by Launch One Sponsor LLC.
The 5,750,000 founder shares referred to in Rows 6, 8, and 9 exclude 4,000,000 Class A Ordinary Shares which may be purchased by exercising warrants that are not presently exercisable.
The percentage in Row 11 is based on 23,000,000 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares issued and outstanding as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 13, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: LAUNCH ONE ACQUISITION CORP. | |
| (b) | Address of issuer's principal executive
offices: 180 Grand Avenue, Suite 1530 Oakland CA 94612 | |
| Item 2. | ||
| (a) | Name of person filing: Launch One Sponsor LLC and Ryan Gilbert (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if
none, residence: 180 Grand Avenue, Suite 1530 Oakland CA 94612 | |
| (c) | Citizenship: Launch One Sponsor LLC is a limited liability company formed in Delaware. Ryan Gilbert is a citizen of the United States of America. | |
| (d) | Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.: G5S86M100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of December 31, 2024, the Reporting Persons may be deemed to beneficially own 5,750,000 of the Issuer's Class B Ordinary Shares.
Launch One Sponsor LLC is the record holder of the Class B Ordinary Shares reported herein. Ryan Gilbert is the sole managing member of Launch One Sponsor LLC and has voting and investment discretion with respect to the securities held of record by Launch One Sponsor LLC. Ryan Gilbert may be deemed the beneficial owner of the securities held by Launch One Sponsor LLC and has voting and investment discretion with respect to such securities. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class: The 5,750,000 of the Issuer's Class B Ordinary Shares owned by the Reporting Persons constitute 20.0% of the total number of Class A Ordinary Shares issued and outstanding and assuming the conversion of all issued and outstanding Class B Ordinary Shares of the Issuer. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination on a one-for-one basis and may be converted at any time prior to the Business Combination at the option of the holder on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities-Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-280188).
The percentage of the Class B Ordinary Shares held by the Reporting Persons is based on 23,000,000 Class A Ordinary Shares issued and outstanding as of November 13, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 filed with the Securities and Exchange Commission on November 13, 2024 and assuming the conversion of all 5,750,000 Class B Ordinary Shares. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Launch One Sponsor LLC: 5,750,000 Ryan Gilbert: 0 | ||
| (ii) Shared power to vote or to direct the
vote: Launch One Sponsor LLC: 0 Ryan Gilbert: 5,750,000 | ||
| (iii) Sole power to dispose or to direct the
disposition of: Launch One Sponsor LLC: 5,750,000 Ryan Gilbert: 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Launch One Sponsor LLC: 0 Ryan Gilbert: 5,750,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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