{"url_path":"/sec/lpaa/proxy/2026-05-18/000121390026058518","section_key":"body","section_title":"PRE 14A body","topic":"sec","document":{"doc_type":"PRE 14A","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/2015502/0001213900-26-058518-index.html","accession_number":"0001213900-26-058518","cik":"0002015502","ticker":"LPAA","issuer_name":"Launch One Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2015502/0001213900-26-058518-index.html","primary_entity_key":"0002015502","primary_entity_name":"Launch One Acquisition Corp."},"word_count":24497,"has_tables":true,"body_markdown":"PRE 14A\n1\nea0291254-pre14a_launch1.htm\nPRELIMINARY PROXY STATEMENT\n\n** **\n\n**UNITED STATES\nSECURITIES AND EXCHANGE COMMISSION\nWashington, D.C. 20549**\n\n** **\n\n****\n\n** **\n\n**SCHEDULE 14A**\n\n****\n\n** **\n\nProxy Statement Pursuant to Section 14(a) of\nthe\n\nSecurities Exchange Act of 1934\n\nFiled by the Registrant\n☒\n\nFiled by a Party other than the Registrant\n☐\n\n** **\n\n**Check the appropriate box:**\n\n** **\n\n☒\nPreliminary Proxy Statement\n\n☐\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n☐\nDefinitive Proxy Statement\n\n☐\nDefinitive Additional Materials\n\n☐\nSoliciting Material Pursuant to §240.14a-12\n\n** **\n\n**Launch One Acquisition\nCorp.**(Name of Registrant as Specified In Its Charter)\n\n** **\n\n** **\n\n****(Name of Person(s) Filing\nProxy Statement if other than the Registrant)\n\n** **\n\n**Payment of Filing Fee (Check the appropriate box):**\n\n** **\n\n☒\nNo fee required.\n\n☐\nFee paid previously with preliminary materials.\n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n**PRELIMINARY PROXY\nSTATEMENT — SUBJECT TO COMPLETION, DATED MAY 18, 2026**\n\n** **\n\n**Launch One Acquisition Corp.\nA Cayman Islands Exempted Company\n(Company Number 407368)\n180 Grand Avenue, Suite 1530\nOakland, CA 94612**\n\n** **\n\n**NOTICE OF EXTRAORDINARY GENERAL MEETING\nTo Be Held at 9:00 a.m. Eastern Time on , 2026**\n\n** **\n\nTO THE SHAREHOLDERS OF Launch One Acquisition Corp.:\n\nYou are cordially invited to\nattend the extraordinary general meeting (the “**Extraordinary General Meeting**”) of Launch One Acquisition Corp. (“**we**,”\n“**us**,” “**our**” or the “**Company**”) to be held at 9:00 a.m. Eastern Time on ,\n2026 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, or at\nsuch other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually\nvia the Internet. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to\nvote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting [ ● ] or\nby phone dialing within the U.S. and Canada [ ● ] (toll-free) or outside of the U.S. and Canada [ ● ] (standard rates\napply) and entering the conference identification number [ ● ]#. The accompanying proxy statement (the “**Proxy Statement**”),\nis dated , 2026, and is first being mailed to shareholders of\nthe Company on or about , 2026. The sole purpose of the Extraordinary\nGeneral Meeting is to consider and vote upon the following proposals:\n\n●a proposal to\namend the Company’s amended and restated memorandum and articles of association (the\n“**Articles**”) pursuant to an amendment to the Articles in the form set forth\nin Annex A to the accompanying Proxy Statement (the “**Extension Amendment**”\nand, such proposal, the “**Extension Amendment Proposal**”) to extend the\ndate by which the Company must (1) consummate a merger, amalgamation, share exchange,\nasset acquisition, share purchase, reorganization or similar business combination with one\nor more businesses (a “**business combination**”), (2) cease its operations\nexcept for the purpose of winding up if it fails to complete such business combination, and\n(3) redeem all of the Company’s Class A ordinary shares of par value $0.0001\nper share (“**Class A ordinary shares**”) included as part of the units sold\nin the Company’s initial public offering that was consummated on July 15, 2024 (the\n“**IPO**”), from July 15, 2026 to January 15, 2027, and then on a monthly\nbasis up to [ ● ] times until [ ● ] (the “**Extensions**”,\nand such later date, the “**Extended Date**”);\n\nThe full text of the resolution to be\nvoted on at the extraordinary general meeting is as follows:\n\n“It is resolved as a special resolution\nTHAT, effective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:\n\namending the definition of Completion\nWindow by deleting the following the words:\n\n“ending on the date that is twenty\nfour (24) months after the closing date of the IPO”\n\nand replacing it with the following:\n\n“ending on January 15, 2027 and\nthen on a monthly basis up to [ ● ] times until [ ● ], or such earlier date as the Directors may approve in accordance\nwith the Articles or such later date as the Members may approve in accordance with the Articles.”; and\n\n●a proposal to approve the adjournment of the Extraordinary\nGeneral Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there\nare insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board\nhas determined it is otherwise necessary (the “**Adjournment Proposal**”). The Adjournment Proposal will only be presented\nat the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.\n\nThe Extension Amendment Proposal\nand the Adjournment Proposal are more fully described in the accompanying Proxy Statement.\n\nThe purpose of the Extension\nAmendment is to allow us more time to enter into and complete a potential business combination (a “**Potential Business Combination**”)\nin case such additional time is needed. The Articles provide that we have until July 15, 2026 to complete our initial business combination.\nSince we have not yet entered into a definitive agreement with respect to a Potential Business Combination, our board of directors (our\n“**board**”) believes that there may not be sufficient time before July 15, 2026 to hold an extraordinary general meeting\nat which to conduct a vote for the shareholder approvals required in connection with a Potential Business Combination and consummate the\nclosing of a Potential Business Combination. Accordingly, our board believes that in order for us to be able to potentially consummate\na Potential Business Combination, we will need to obtain the Extension.\n\nIn connection with the Extension Amendment Proposal, each holder of\npublic shares who is not our sponsor, Launch One Sponsor LLC (the “**Sponsor**”), a shareholder of ours immediately prior\nto the consummation of the IPO (“**Founder**”), or an Officer or Director of ours may elect to redeem their public shares\nupon the effectiveness of the Extension Amendment for a per-share price, payable in cash, equal to the aggregate amount then on deposit\nin the Trust Account, including interest earned (which interest shall be net of taxes payable), *divided by* the number of Class A\nordinary shares included as part of the units sold in the IPO (the “**public shares**”) then in issue, subject to applicable\nlaw, and which election we refer to as the “**Election**.” An Election can be made regardless of whether such public shareholders\nvote “FOR” or “AGAINST” the Extension Amendment Proposal and an Election can also be made by public shareholders\nwho do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting. Holders of public shares (the\n“**public shareholders**”) may make an Election regardless of whether such public shareholders were holders as of the record\ndate. Public shareholders other than the Sponsor, a Founder or an Officer or Director of ours, who do not make the Election would be entitled\nto have their shares redeemed for cash if we have not completed our initial business combination by the Extended Date. In addition, regardless\nof whether public shareholders vote “FOR” or “AGAINST” the Extension Amendment Proposal, or do not vote, or do\nnot instruct their broker or bank how to vote, at the Extraordinary General Meeting, if the Extension is implemented and a public shareholder\ndoes not make an Election, they will retain the right to vote on a Potential Business Combination in the future, and the right to redeem\ntheir public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business\ndays prior to the consummation of such initial business combination, including interest (which interest shall be net of taxes payable),\n*divided by* the number of then issued public shares, in the event a Potential Business Combination is completed. We are not asking\nyou to vote on any Potential Business Combination at this time. If we enter into a Potential Business Combination, we intend to file (i) promptly\nthereafter a current report on Form 8-K with information about a Potential Business Combination, and (ii) in due course a separate\nproxy statement/prospectus pursuant to which we will seek approval of a Potential Business Combination, among other things, at a separate\nextraordinary general meeting. If the Extension is not approved, we may not be able to enter into, nor consummate, a Potential Business\nCombination. We urge you to vote at the Extraordinary General Meeting regarding the Extension. In addition, if you elect to redeem your\nshares at this time in connection with the Extension, sufficient cash amounts may not remain in the Trust Account to permit the Company\nto satisfy a related closing condition that may be set forth in the transaction documents of a Potential Business Combination, if any.\nAs a result, while a target company would have the right to waive any related closing condition in certain circumstances, a Potential\nBusiness Combination may not be consummated if there is not a sufficient amount of cash in the Trust Account as a result of redemptions\nof our shares in connection with the Extension, even if our shareholders vote to approve the Extension.\n\nBased upon the amount in the\nTrust Account as of , 2026, which was $ ,\nwe anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately\n$ at the time of the Extraordinary General Meeting. The closing\nprice of the public shares on the Nasdaq Global Market on , 2026,\nthe most recent practicable closing price prior to the mailing of this Proxy Statement, was $ .\nWe cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher\nthan the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell\ntheir shares.\n\n** **\n**TO DEMAND REDEMPTION, PRIOR\nTO 5:00 P.M. EASTERN TIME ON , 2026 (TWO BUSINESS DAYS BEFORE\nTHE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER &\nTRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL\nAT CUSTODIAN), AS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE\nHEREIN.**\n\n** **\n\n****\n\n****\n\nThe Adjournment Proposal, if\nadopted, will allow our chairman to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation\nof proxies. The Adjournment Proposal will only be presented to our shareholders (i) in the event that there are insufficient votes for,\nor otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise\nnecessary.\n\nIf the Extension Amendment\nProposal is not approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus\nand in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly\nas reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares,\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up\nto $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of\npublic shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including\nthe right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law.\n\nThere will be no redemption rights or liquidating distributions with\nrespect to our warrants, which will expire worthless in the event of our winding up. In the event of a liquidation, the Sponsor, holder\nof our Class B ordinary shares (the “**founder shares**” and, together with the public shares, the “**shares**”\nor “**ordinary shares**”), , will not receive any monies held in the Trust Account as a result of ownership of the founder\nshares.\n\nThe approval of the Extension\nAmendment Proposal requires a special resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of\nthe holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary\nGeneral Meeting, vote at the Extraordinary General Meeting. The approval of the Extension Amendment Proposal is essential to the implementation\nof our board’s plan to (1) extend the date by which we must consummate an initial business combination and (2) enter into\nand consummate a Potential Business Combination.\n\nThe approval of the Adjournment\nProposal requires an ordinary resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders\nof a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General\nMeeting, vote at the Extraordinary General Meeting.\n\nOur board has fixed the close\nof business on May 15, 2026 as the record date for determining the shareholders entitled to receive notice of and vote at the Extraordinary\nGeneral Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes\ncounted at the Extraordinary General Meeting or any adjournment thereof.\n\n** **\n\n**After careful consideration\nof all relevant factors, our board has determined that the Extension Amendment Proposal and, if presented, the Adjournment Proposal are\nadvisable and recommends that you vote or give instruction to vote “FOR” such proposals.**\n\nUnder our Articles, no other\nbusiness may be transacted at the Extraordinary General Meeting.\n\nEnclosed is the Proxy Statement\ncontaining detailed information concerning the Extension Amendment Proposal, the Adjournment Proposal and the Extraordinary General Meeting.\nWhether or not you plan to attend the Extraordinary General Meeting, we urge you to read this material carefully and vote your ordinary\nshares.\n\n** **, 2026\n\nBy Order of the Board of Directors\n\nChief Executive Officer (Principal Executive Officer)\n\n** **\n\n**Your vote is important.\nIf you are a shareholder of record, please sign, date and return your proxy card as soon as possible to make sure that your shares are\nrepresented at the Extraordinary General Meeting. If you are a shareholder of record, you may also cast your vote in person at the Extraordinary\nGeneral Meeting (including by virtual means as provided herein). If your shares are held in an account at a brokerage firm or bank, you\nmust instruct your broker or bank how to vote your shares, or you may cast your vote in person at the Extraordinary General Meeting by\nobtaining a proxy from your brokerage firm or bank (including by virtual means as provided herein). Your failure to vote or instruct your\nbroker or bank how to vote will mean that your ordinary shares will not count towards the quorum requirement for the Extraordinary General\nMeeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a\nvote cast at the Extraordinary General Meeting.**\n\n** **\n\n**Important Notice Regarding\nthe Availability of Proxy Materials for the Extraordinary General Meeting to be held on ,\n2026: This notice of extraordinary general meeting and the accompanying Proxy Statement are available at [ ● ].**\n\n** **\n\n**Launch One Acquisition Corp.\nA Cayman Islands Exempted Company\n(Company Number 407368)\n180 Grand Avenue, Suite 1530\nOakland, CA 94612**\n\n** **\n\n**EXTRAORDINARY GENERAL MEETING\nTO BE HELD ON , 2026**\n\n** **\n\n**PROXY\nSTATEMENT**\n\nThe extraordinary general meeting\n(the “**Extraordinary General Meeting**”) of Launch One Acquisition Corp. (“**we**,” “**us**,”\n“**our**” or the “**Company**”) will be held at 9:00 a.m. Eastern Time on ,\n2026 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, or at\nsuch other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually\nvia the Internet. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to\nvote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting [ ● ] or\nby phone dialing within the U.S. and Canada [ ● ] (toll-free) or outside of the U.S. and Canada [ ● ] (standard rates\napply) and entering the conference identification number [ ● ]#. The sole purpose of the Extraordinary General Meeting is to consider\nand vote upon the following proposals:\n\n●a proposal to amend the Company’s amended and restated\nmemorandum and articles of association (the “**Articles**”) pursuant to an amendment to the Articles in the form set forth\nin Annex A to the accompanying Proxy Statement (the “**Extension Amendment**” and, such proposal, the “**Extension\nAmendment Proposal**”) to extend the date by which the Company must (1) consummate a merger, amalgamation, share exchange,\nasset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “**business combination**”),\n(2) cease its operations except for the purpose of winding up if it fails to complete such business combination, and (3) redeem\nall of the Company’s Class A ordinary shares of par value $0.0001 per share (“Class A ordinary shares”) included\nas part of the units sold in the Company’s initial public offering that was consummated on July 15, 2024 (the “**IPO**”),\nfrom July 15, 2026 to January 15, 2027, and then on a monthly basis up to [ ● ] times until [ ● ] (the “**Extension**”,\nand such later date, the “**Extended Date**”); and\n\n●a proposal to approve the adjournment of the Extraordinary\nGeneral Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there\nare insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board\nhas determined it is otherwise necessary (the “**Adjournment Proposal**”). The Adjournment Proposal will only be presented\nat the Extraordinary General Meeting if there are not sufficient votes to approve the Extension Amendment Proposal.\n\nThe purpose of the Extension\nAmendment is to allow us more time to enter into and complete a potential business combination (a “**Potential Business Combination**”)\nin case such additional time is needed. The Articles provide that we have until July 15, 2026 to complete our initial business combination.\nSince we have not yet entered into a definitive agreement with respect to a Potential Business Combination, our board of directors (our\n“**board**”) believes that there may not be sufficient time before July 15, 2026 to hold an extraordinary general meeting\nat which to conduct a vote for the shareholder approvals required in connection with a Potential Business Combination and consummate the\nclosing of a Potential Business Combination. Accordingly, our board believes that in order for us to be able to potentially consummate\na Potential Business Combination, we will need to obtain the Extension.\n\nApproval of the Extension Amendment\nProposal is a condition to the implementation of the Extension.\n\n1\n\nIn connection with the Extension Amendment Proposal, each holder of\npublic shares who is not our sponsor, Launch One Sponsor LLC (the “**Sponsor**”), a shareholder of ours immediately\nprior to the consummation of the IPO (“**Founder**”), or an Officer or Director of ours may elect to redeem their public\nshares upon the effectiveness of the Extension Amendment for a per-share price, payable in cash, equal to the aggregate amount then on\ndeposit in the Trust Account, including interest earned (which interest shall be net of taxes payable), *divided by* the number of\nClass A ordinary shares included as part of the units sold in the IPO (the “**public shares**”) then in issue (the\n“**Withdrawal Amount**”), subject to applicable law, and which election we refer to as the “**Election**.”\nAn Election can be made regardless of whether such public shareholders vote “FOR” or “AGAINST” the Extension Amendment\nProposal and an Election can also be made by public shareholders who do not vote, or do not instruct their broker or bank how to vote,\nat the Extraordinary General Meeting. Holders of public shares (the “**public shareholders**”) may make an Election regardless\nof whether such public shareholders were holders as of the record date. Public shareholders other than the Sponsor, a Founder or an Officer\nor Director of ours who do not make the Election would be entitled to have their shares redeemed for cash if we have not completed our\ninitial business combination by the Extended Date. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST”\nthe Extension Amendment Proposal, or do not vote, or do not instruct their broker or bank how to vote, at the Extraordinary General Meeting,\nif the Extension is implemented and a public shareholder does not make an Election, they will retain the right to vote on any Potential\nBusiness Combination in the future, and the right to redeem their public shares at a per-share price, payable in cash, equal to the aggregate\namount then on deposit in the Trust Account as of two business days prior to the consummation of such initial business combination,\nincluding interest (which interest shall be net of taxes payable), *divided by* the number of then issued public shares, in the event\na Potential Business Combination is completed. We are not asking you to vote on any Potential Business Combination at this time. If we\nenter into a Potential Business Combination, we intend to file (i) promptly thereafter a current report on Form 8-K with information\nabout a Potential Business Combination, and (ii) in due course a separate proxy statement/prospectus pursuant to which we will seek\napproval of a Potential Business Combination, among other things, at a separate extraordinary general meeting. If the Extension is not\napproved, we may not be able to enter into, nor consummate, a Potential Business Combination. We urge you to vote at the Extraordinary\nGeneral Meeting regarding the Extension. In addition, if you elect to redeem your shares at this time in connection with the Extension,\nsufficient cash amounts may not remain in the Trust Account to permit the Company to satisfy a related closing condition that may be set\nforth in the transaction documents of a Potential Business Combination, if any. As a result, while a target company would have the right\nto waive any related closing condition in certain circumstances, a Potential Business Combination may not be consummated if there is not\na sufficient amount of cash in the Trust Account as a result of redemptions of our shares in connection with the Extension, even if our\nshareholders vote to approve the Extension.\n\nThe withdrawal of funds from\nthe Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election, and the amount\nremaining in the Trust Account may be only a small fraction of the approximately $ that\nwas in the Trust Account as of , 2026. In such event, we may need\nto obtain additional funds to complete a Potential Business Combination, and there can be no assurance that such funds will be available\non terms acceptable or at all.\n\nIf the Extension Amendment\nProposal is not approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus\nand in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly\nas reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares,\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up\nto $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of\npublic shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including\nthe right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law.\n\nThere will be no redemption\nrights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the\nevent of a liquidation, the Sponsor, holder of our Class B ordinary shares (the “**founder shares**” and, together\nwith the public shares, the “**shares**” or “**ordinary shares**”), will not receive any monies held in\nthe Trust Account as a result of its ownership of the founder shares.\n\n2\n\nBased upon the amount in the\nTrust Account as of , 2026, which was $ ,\nwe anticipate that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately\n$ at the time of the Extraordinary General Meeting. The closing\nprice of the public shares on the Nasdaq Global Market (the “**Nasdaq**”) on ,\n2026, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $ .\nWe cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher\nthan the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell\ntheir shares.\n\nOur board has fixed the close\nof business on May 15, 2026 as the record date for determining our shareholders entitled to receive notice of and vote at the Extraordinary\nGeneral Meeting and any adjournment thereof. Only holders of record of the ordinary shares on that date are entitled to have their votes\ncounted at the Extraordinary General Meeting or any adjournment thereof. On the record date of the Extraordinary General Meeting, there\nwere 28,750,000 ordinary shares outstanding, of which 23,000,000 were public shares and 5,750,000 were founder shares. The founder shares\ncarry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by our\nSponsor, which holds all founder shares, that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.\n\nThis Proxy Statement contains\nimportant information about the Extraordinary General Meeting and the proposals. Please read it carefully and vote your shares.\n\nWe will pay for the entire cost of soliciting proxies. We have engaged\nOkapi Partners LLC (“**Okapi**”), to assist in the solicitation of proxies for the Extraordinary General Meeting. We have\nagreed to pay Okapi a fee of $15,000. We will also reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and\nits affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our directors\nand officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional\ncompensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials\nto beneficial owners.\n\nThis Proxy Statement is dated\n, 2026 and is first being mailed to shareholders on or about ,\n2026.\n\n3\n\n**QUESTIONS\nAND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING**\n\nThese Questions and Answers\nare only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read\ncarefully the entire document, including the annexes to this Proxy Statement.\n\n** **\n\n**Q:****Why am I receiving this Proxy Statement?**\n\nA:We are a blank check company incorporated on February 21, 2024\nas a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,\nshare purchase, reorganization or similar business combination with one or more businesses. On July 15, 2024, we consummated our IPO\nfrom which we derived gross proceeds of $230,000,000. Like many blank check companies, our Articles provide for the return of the funds\nheld in trust to the holders of Class A ordinary shares sold in our IPO if there is no qualifying business combination(s) consummated\non or before a certain date (in our case, July 15, 2026). Our board has determined that it is in the best interests of our shareholders\nto extend the date that we have to consummate a business combination to the Extended Date in order to allow us and our board to evaluate\nand enter into a Potential Business Combination, and subsequently our shareholders to evaluate a Potential Business Combination and for\nus to be able to consummate a Potential Business Combination, and is submitting these proposals to our shareholders to vote upon.\n\n** **\n\n**Q:****What is being voted on?**\n\nA:You are being asked to vote on:\n\n●a proposal to amend our Articles to extend the date by which\nwe have to consummate our initial business combination from July 15, 2026 to January 15, 2027 and then on a monthly basis up to\n[ ● ] times until [ ● ]; and\n\n●a proposal to approve the adjournment of the Extraordinary\nGeneral Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event that there\nare insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board\nhas determined it is otherwise necessary.\n\nThe approval of the Extension Amendment\nProposal is essential to the implementation of our board’s plan to (1) extend the date by which we must consummate our initial\nbusiness combination and (2) enter into and consummate a Potential Business Combination. Approval of the Extension Amendment Proposal\nis a condition to the implementation of the Extension.\n\nWe are not asking you to vote on any\nPotential Business Combination, at this time. If we enter into the Proposed Business Combination, we intend to file (i) promptly\nthereafter a current report on Form 8-K with information about a Potential Business Combination, and (ii) in due course a separate\nproxy statement/prospectus pursuant to which we will seek approval of a Potential Business Combination, among other things, at a separate\nextraordinary general meeting. If the Extension is not approved, we may not be able to enter into, nor consummate, a Potential Business\nCombination. We urge you to vote at the Extraordinary General Meeting regarding the Extension. In addition, if you elect to redeem your\nshares at this time in connection with the Extension, sufficient cash amounts may not remain in the Trust Account to permit the Company\nto satisfy a related closing condition that may be set forth in the transaction documents of a Potential Business Combination, if any.\nAs a result, while a target company would have the right to waive any related closing condition in certain circumstances, a Potential\nBusiness Combination may not be consummated if there is not a sufficient amount of cash in the Trust Account as a result of redemptions\nof our shares in connection with the Extension, even if our shareholders vote to approve the Extension.\n\n4\n\nIf the Extension Amendment\nProposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection\nwith the Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will\nremain in the Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be\nonly a small fraction of the approximately $ that was in the\nTrust Account as of , 2026. In such event, we may need to\nobtain additional funds to complete a Potential Business Combination or any other initial business combination, and there can be no\nassurance that such funds will be available on terms acceptable or at all.\n\nIf the Extension Amendment Proposal is\nnot approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus and in\naccordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably\npossible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares, at a per-share\nprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of\ninterest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of public shares\nthen in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive\nfurther liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible following such redemption,\nsubject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each case to our obligations under\nCayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.\n\nThere will be no redemption rights or\nliquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a\nliquidation, the holder of our founder shares, our Sponsor, will not receive any monies held in the Trust Account as a result of its ownership\nof the founder shares.\n\n** **\n\n**Q:****Why is the Company proposing the Extension Amendment Proposal?**\n\nA:Our Articles provide for the return of the funds held in the\nTrust Account to the holders of public shares if there is no qualifying business combination(s) consummated on or before July 15,\n2026. As we explain below, we may not be able to enter into and complete an initial business combination by that date.\n\nWe are asking for an extension of this\ntimeframe in order to enter into and complete a Potential Business Combination. Since we have not yet entered into a definitive agreement\nwith respect to a Potential Business Combination, our board currently believes that there may not be sufficient time before July 15, 2026\nto hold an extraordinary general meeting at which to conduct a vote for the shareholder approvals required in connection with a Potential\nBusiness Combination and consummate the closing of a Potential Business Combination.\n\nAccordingly, for us to be able to potentially\nconsummate a Potential Business Combination, we will need to obtain the Extension, and our board is proposing the Extension Amendment\nProposal to amend our Articles in the form set forth in Annex A hereto to extend the date by which we must (1) consummate our\ninitial business combination, (2) cease our operations except for the purpose of winding up if we fail to complete such business\ncombination, and (3) redeem all the public shares, from July 15, 2026 to January 15, 2027 and then on a monthly basis up to\n[ ● ] times until [ ● ]. However, if a Potential Business Combination negotiations are terminated before the Extraordinary General\nMeeting, we will adjourn or postpone the Extraordinary General Meeting.\n\n5\n\n**Q:****Why should I vote “FOR” the Extension\nAmendment Proposal?**\n\nA:Our Articles provide that if our shareholders approve an amendment\nto our Articles that would affect the substance or timing of our obligation to redeem all of our public shares if we do not complete\nour initial business combination before July 15, 2026, we will provide our public shareholders with the opportunity to redeem all or\na portion of their public shares upon the effectiveness of any such amendment at a per-share price, payable in cash, equal to the\naggregate amount then on deposit in the Trust Account, including interest earned (which interest is net of taxes payable), *divided\nby* the number of public shares then in issue, subject to applicable law. We believe that this provision of the Articles was included\nto protect our shareholders from having to sustain their investments for an unreasonably long period if we failed to find a suitable\nbusiness combination in the timeframe contemplated by the Articles.\n\nOur board believes, however, that shareholders\nshould have an opportunity to evaluate a Potential Business Combination. Accordingly, our board is proposing the Extension Amendment to\nextend the date by which we have to complete our initial business combination until the Extended Date and to allow for the Election. The\nExtension would give us the opportunity to enter into a Proposed Business Combination and to hold a shareholder vote for the approval\nof a Potential Business Combination. If you do not elect to redeem your public shares, you will retain the right to vote on any Potential\nBusiness Combination in the future, and the right to redeem your public shares in connection with such initial business combination.\n\nOur board recommends that you vote in favor of the\nExtension Amendment Proposal.\n\n** **\n\n**Q:****Why should I vote “FOR” the Adjournment\nProposal?**\n\nA:If the Adjournment Proposal is not approved by our shareholders,\nour chairman may not be able to adjourn the Extraordinary General Meeting to a later date or dates in the event that there are insufficient\nvotes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.\n\nIf presented, our board\nrecommends that you vote in favor of the Adjournment Proposal.\n\n** **\n\n**Q:****How do the Company insiders intend to vote their shares?**\n\nA:Sponsor owns 5,750,000 founder shares. Such founder shares represent\n20.0% of our issued and outstanding ordinary shares.\n\nThe founder shares carry voting rights\nin connection with the Extension Amendment Proposal and the Adjournment Proposal, and we have been informed by Sponsor, our directors\nand executive officers that they intend to vote in favor of the Extension Amendment Proposal and the Adjournment Proposal.\n\nIn addition, Sponsor, directors, officers,\nadvisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either prior\nto or after the Extraordinary General Meeting. However, they have no current commitments, plans or intentions to engage in such transactions\nand have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase\npublic shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary General Meeting\nmay include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder of the shares in\nquestion, will vote in favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with respect to the shares\nso purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that the resolutions to be\nput to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases do occur, the\npurchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment Proposal and/or\nelected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected at purchase\nprices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or subsequently purchased\nby our affiliates may be voted in favor of the Extension Amendment Proposal.\n\n** **\n\n****\n\n6\n\n** **\n\n**Q:****What vote is required to adopt the Extension Amendment\nProposal?**\n\nA:The approval of the Extension Amendment Proposal requires a\nspecial resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders of at least two-thirds\nof the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote\nat the Extraordinary General Meeting.\n\n** **\n\n**Q:****What vote is required to approve the Adjournment Proposal?**\n\nA:The approval of the Adjournment Proposal requires an ordinary\nresolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders of a majority of the then\nissued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary\nGeneral Meeting.\n\n** **\n\n**Q:****What if I do not want to vote “FOR” the\nExtension Amendment Proposal?**\n\nA:If you do not want the Extension Amendment Proposal to be approved,\nyou must vote “AGAINST” the proposals. If the Extension Amendment Proposal is approved, and the Extension is implemented,\nthen the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming holders. You will still be entitled\nto make the Election if you vote against, abstain or do not vote on the Extension Amendment Proposal.\n\nBroker “non-votes” and abstentions\nwill have no effect with respect to the approval of the Extension Amendment Proposal.\n\n** **\n\n**Q:****What happens if the Extension Amendment Proposal is not\napproved?**\n\nA:The Extension Amendment will not be effective if our shareholders\ndo not approve the Extension Amendment Proposal.\n\nIf the Extension Amendment Proposal is\nnot approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus and in\naccordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably\npossible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares, at a per-share\nprice, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of\ninterest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of public shares\nthen in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive\nfurther liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible following such redemption,\nsubject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each case to our obligations under\nCayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.\n\nThere will be no redemption rights or\nliquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a\nliquidation, the holder of our founder shares, Sponsor, will not receive any monies held in the Trust Account as a result of its ownership\nof the founder shares.\n\n** **\n\n**Q:****If the Extension Amendment Proposal is approved, what\nhappens next?**\n\nA:We will continue our efforts to consummate a Potential Business\nCombination.\n\nUpon approval of the Extension Amendment\nProposal by the requisite number of votes, the amendments to our Articles that are set forth in Annex A hereto will become effective.\nWe will remain a reporting company under the Securities Exchange Act of 1934 (the “**Exchange Act**”)\nand our units, public shares and warrants will remain publicly traded.\n\nIf the Extension Amendment Proposal is\napproved, the removal of the Withdrawal Amount from the Trust Account will reduce the amount remaining in the Trust Account and increase\nthe percentage interest of our ordinary shares held by Sponsor as a result of its ownership of the founder shares.\n\n7\n\nIf the Extension Amendment Proposal is\napproved but we do not complete our initial business combination by the Extended Date (or, if such date is further extended at a duly\ncalled extraordinary general meeting, such later date), we will: (1) cease all operations except for the purpose of winding up; (2) as\npromptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public\nshares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest\n(less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the\nnumber of public shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including\nthe right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law.\n\nThere will be no redemption rights or\nliquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a\nliquidation, the holder of our founder shares, Sponsor, will not receive any monies held in the Trust Account as a result of its ownership\nof the founder shares.\n\n** **\n\n**Q:****What happens to the Company warrants if the Extension\nAmendment Proposal is not approved?**\n\nA:If the Extension Amendment Proposal is not approved and we have\nnot consummated a business combination by July 15, 2026, we will: (1) cease all operations except for the purpose of winding up;\n(2) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds,\nredeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,\nincluding interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided\nby* the number of public shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders\n(including the right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably\npossible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject\nin each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law.\n\nThere will be no redemption rights or\nliquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event of a\nliquidation, the holder of our founder shares, Sponsor, will not receive any monies held in the Trust Account as a result of its ownership\nof the founder shares.\n\n** **\n\n**Q:****What happens to the Company warrants if the Extension\nAmendment Proposal is approved?**\n\nA:If the Extension Amendment Proposal is approved, we will retain\nthe blank check company restrictions previously applicable to us and continue to attempt to consummate an initial business combination\nuntil the Extended Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of\nan initial business combination, provided we have an effective registration statement under the Securities Act of 1933 (the\n“**Securities Act**”) covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current\nprospectus relating to them is available (or we permit holders to exercise warrants on a cashless basis).\n\n** **\n\n**Q:****If I do not exercise my redemption rights now, would I\nstill be able to exercise my redemption rights in connection with any future initial business combination?**\n\nA:Unless you elect to redeem your shares at this time, you will\nbe able to exercise redemption rights in respect of any Potential Business Combination in the future, subject to any limitations set\nforth in our Articles.\n\n** **\n\n**Q:****How do I change my vote?**\n\nA:You may change your vote by sending a later-dated, signed proxy card\nto our Chief Executive Officer at Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612, so that it is\nreceived prior to the Extraordinary General Meeting or by attending the Extraordinary General Meeting in person and voting (including\nby virtual means as provided below). You also may revoke your proxy by sending a notice of revocation to the same address, which must\nbe received by our Chief Executive Officer prior to the Extraordinary General Meeting.\n\n8\n\nPlease note, however, that if on the\nrecord date your shares were held, not in your name, but rather in an account at a brokerage firm, custodian bank, or other nominee then\nyou are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that\norganization. If your shares are held in street name, and you wish to attend the Extraordinary General Meeting and vote at the Extraordinary\nGeneral Meeting, you must bring to the Extraordinary General Meeting a legal proxy from the broker, bank or other nominee holding your\nshares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.\n\nAny shareholder wishing to attend the\nvirtual meeting should register for the meeting by , 2026 (one\nweek prior to the meeting date). To register for the Extraordinary General Meeting, please follow these instructions as applicable to\nthe nature of your ownership of ordinary shares:\n\n●If your shares are registered in your name with Continental\nStock Transfer & Trust Company and you wish to attend the online-only Extraordinary General Meeting, go to *[ ● ]*,\nenter the control number included on your proxy card or notice of the meeting and click on the “**Click here to preregister for\nthe online meeting**” link at the top of the page. Just prior to the start of the meeting you will need to log back into the\nmeeting site using your control number. Pre-registration is recommended but is not required in order to attend.\n\n●Beneficial shareholders (those holding shares through a stock\nbrokerage account or by a bank or other holder of record) who wish to attend the virtual meeting and vote must obtain a legal proxy by\ncontacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph\nis sufficient) of their legal proxy to proxy@continentalstock.com. Continental will issue a control number and email it back with the\nmeeting information.\n\n** **\n\n**Q:****How are votes counted?**\n\nA:Votes will be counted by the inspector of election appointed\nfor the Extraordinary General Meeting, who will separately count “FOR” and “AGAINST” votes, abstentions and broker\nnon-votes. The Extension Amendment Proposal must be approved as a special resolution under the Cayman Islands Companies Act and our Articles,\nbeing the affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present\nand entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.\n\nAccordingly, a Company shareholder’s\nfailure to vote by proxy or to vote in person at the Extraordinary General Meeting means that such shareholder’s ordinary shares\nwill not count towards the quorum requirement for the Extraordinary General Meeting and will not be voted. An abstention or broker non-vote\nwill be counted towards the quorum requirement but will not count as a vote cast at the Extraordinary General Meeting. The approval of\nthe Adjournment Proposal requires the affirmative vote of holders of a majority of the ordinary shares represented in person or by proxy\nand entitled to vote thereon at the Extraordinary General Meeting. Accordingly, a Company shareholder’s failure to vote by proxy\nor to vote in person at the Extraordinary General Meeting will not be counted towards the number of ordinary shares required to validly\nestablish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of any vote on the Adjournment\nProposal. Abstentions and broker non-votes will be counted in connection with the determination of whether a valid quorum is established,\nbut will not count as a vote cast at the Extraordinary General Meeting.\n\n** **\n\n**Q:****If my shares are held in “street name,” will\nmy broker automatically vote them for me?**\n\nA:No. Under the rules of various national and regional securities\nexchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions\non how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the\nproposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote\nyour shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how\nto vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares are held by your\nbroker as your nominee, which we refer to as being held in “street name,” you may need to obtain a proxy form from the institution\nthat holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares.\n\n** **\n\n****\n\n9\n\n** **\n\n**Q:****What is a Quorum requirement?**\n\nA:A quorum of our shareholders is\nnecessary to hold a valid Extraordinary General Meeting. A quorum will be present at the Extraordinary General Meeting if the holders\nof at least one-third of the issued and outstanding ordinary shares entitled to vote at the Extraordinary General Meeting are represented\nin person or by proxy or if a corporation or other non-natural person by its duly authorized representative\nor proxy. As of the record date for the Extraordinary General Meeting, the holders of at least 9,583,334 ordinary shares would be required\nto achieve a quorum.\n\nYour shares will be counted towards the\nquorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person\nat the Extraordinary General Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement, but will not count\nas a vote cast at the Extraordinary General Meeting. In the absence of a quorum, the chairman of the meeting has power to adjourn the\nExtraordinary General Meeting.\n\n** **\n\n**Q:****Who can vote at the Extraordinary General Meeting?**\n\nA:Only holders of record of our ordinary shares at the close of\nbusiness on May 15, 2026 are entitled to have their vote counted at the Extraordinary General Meeting and any adjournments thereof. On\nthis record date, 28,750,000 ordinary shares were outstanding and entitled to vote.\n\n* *\n\n*Shareholder of Record: Shares Registered\nin Your Name.* If on the record date your shares were registered directly in your name with our transfer agent,\nContinental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in\nperson at the Extraordinary General Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary General Meeting in person,\nwe urge you to fill out and return the enclosed proxy card to ensure your vote is counted.\n\n* *\n\n*Beneficial Owner: Shares Registered\nin the Name of a Broker or Bank.* If on the record date your shares were held, not in your name, but rather\nin an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street\nname” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct\nyour broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting.\nHowever, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless\nyou request and obtain a valid proxy from your broker or other agent.\n\n** **\n\n**Q:****Does the board recommend voting for the approval of the\nExtension Amendment Proposal and the Adjournment Proposal?**\n\nA:Yes. After careful consideration of the terms and conditions\nof these proposals, our board has determined that the Extension Amendment and, if presented, the Adjournment Proposal are in the best\ninterests of the Company and its shareholders. The board recommends that our shareholders vote “FOR” the Extension Amendment\nProposal and the Adjournment Proposal.\n\n** **\n\n**Q:****What interests do the Sponsor and our directors and officers\nhave in the approval of the proposals?**\n\nA:Sponsor and our directors and officers have interests in the\nproposals that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things,\ndirect or indirect ownership of founder shares and warrants that may become exercisable in the future and advances that will not be repaid\nin the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Extraordinary\nGeneral Meeting — Interests of Sponsor and our Directors and Officers.”\n\n** **\n\n**Q:****Do I have appraisal rights if I object to the\nExtension Amendment Proposal?**\n\nA:Our shareholders do not have appraisal rights in connection\nwith the Extension Amendment Proposal under Cayman Islands law.\n\n** **\n\n****\n\n10\n\n** **\n\n**Q:****What do I need to do now?**\n\nA:We urge you to read carefully and consider the information contained\nin this Proxy Statement, including the annexes, and to consider how the proposals will affect you as a shareholder. You should then vote\nas soon as possible in accordance with the instructions provided in this Proxy Statement and on the enclosed proxy card.\n\n** **\n\n**Q:****How do I vote?**\n\nA:If you are a holder of record of our ordinary shares, you may\nvote in person (including by virtual means as provided herein) at the Extraordinary General Meeting or by submitting a proxy for the\nExtraordinary General Meeting.\n\nWhether or not you plan to attend the\nExtraordinary General Meeting in person (including by virtual means as provided herein), we urge you to vote by proxy to ensure your vote\nis counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed\npostage paid envelope. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy.\n\nIf your ordinary shares are held in “street\nname” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account.\nYou are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote\nyour shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent.\n\n** **\n\n**Q:****How do I redeem my ordinary shares?**\n\nA:Each of our public shareholders (who is not the Sponsor, a Founder,\nor an Officer or Director of ours) may submit an election that, if the Extension Amendment Proposal is effective, such public shareholder\nelects to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the Withdrawal Amount. You will\nalso be able to redeem your public shares in connection with a Potential Business Combination, if applicable, or if we have not consummated\nour initial business combination by the Extended Date.\n\nIn order to tender your ordinary shares\nfor redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company,\nthe Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York,\nNew York, 10004, Attn: SPAC Redemptions, spacredemptions@continentalstock.com, or to deliver your shares to the transfer agent electronically\nusing The Depository Trust Company’s (“**DTC**”) DWAC (Deposit/Withdrawal At Custodian) system, which election would\nlikely be determined based on the manner in which you hold your shares. You should tender your ordinary shares in the manner described\nabove prior to 5:00 p.m. Eastern Time on , 2026 (two business\ndays before the Extraordinary General Meeting).\n\n** **\n\n**Q:****How do I withdraw my election to redeem my ordinary\nshares?**\n\nA:If you delivered your ordinary shares for redemption to our\ntransfer agent and decide prior to the vote at the Extraordinary General Meeting not to redeem your shares, you may request that our\ntransfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address\nlisted above.\n\n** **\n\n**Q:****What should I do if I receive more than one\nset of voting materials?**\n\nA:You may receive more than one set of voting materials, including\nmultiple copies of this Proxy Statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than\none name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive\na separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy\ncard and voting instruction card that you receive in order to cast a vote with respect to all of your shares.\n\n** **\n\n****\n\n11\n\n** **\n\n**Q:****Who is paying for this proxy solicitation?**\n\nA:We will pay for the entire cost of soliciting proxies. We have\nengaged Okapi to assist in the solicitation of proxies for the Extraordinary General Meeting. We have agreed to pay Okapi a fee of $15,000. We will also reimburse Okapi for reasonable out-of-pocket expenses and will indemnify Okapi and its affiliates against certain\nclaims, liabilities, losses**,** damages and expenses. In addition to these mailed proxy materials, our directors and officers\nmay also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation\nfor soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial\nowners.\n\n** **\n\n**Q:****Who can help answer my questions?**\n\nA:If you have questions about the proposals or if you need additional\ncopies of the Proxy Statement or the enclosed proxy card you should contact our proxy solicitor:\n\nOkapi Partners LLC\n\n1212 Avenue of the Americas, 17th Floor\n\nNew York, NY 10036\n\nIndividuals call toll-free: (877) 566-1922\n\nBanks and Brokerage Firms, please call (212) 297-0720\n\nEmail: info@okapipartners.com\n\nIf you have questions regarding the certification\nof your position or delivery of your ordinary shares, please contact:\n\nContinental Stock Transfer & Trust Company\n\n1 State Street 30th Floor\n\nNew York, New York 10004\n\nAttention: SPAC Redemptions\n\nEmail: spacredemptions@continentalstock.com\n\nYou may also obtain additional information\nabout us from documents we file with the Securities and Exchange Commission (the “**SEC**”) by following the instructions\nin the section entitled “Where You Can Find More Information.”\n\n12\n\n**FORWARD-LOOKING\nSTATEMENTS**\n\nThis Proxy Statement contains\nstatements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the\nCompany’s financial position, business strategy and the plans and objectives of management for future operations, including as they\nrelate to a Potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are\nnot guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual\nresults, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed\nor implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current\nfacts. When used in this Proxy Statement, words such as “anticipate,” “believe,” “continue,” “could,”\n“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”\n“potential,” “predict,” “project,” “should,” “strive,” “would”\nand similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not\nforward-looking. When the Company discusses its strategies or plans, including as they relate to a Potential Business Combination, it\nis making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made\nby and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected\nby a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition\nand business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under “Item 1A. Risk\nFactors” of the Company’s Annual Report on Form 10-K filed with the SEC on March 27, 2026 and in other reports the\nCompany files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond\nthe Company’s ability to control or predict.\n\nAll such forward-looking statements\nspeak only as of the date of this Proxy Statement. The Company expressly disclaims any obligation or undertaking to release publicly any\nupdates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with\nregard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral\nforward-looking statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this\n“Forward-Looking Statements” section.\n\n13\n\n** **\n\n**RISK\nFACTORS**\n\nYou should consider carefully\nall of the risks described in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on\nMarch 27, 2026, and the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if\nany of the following events occur, our business, financial condition and operating results may be materially adversely affected or we\ncould face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.\nThe risks and uncertainties described in our Annual Report on Form 10-K, the other reports we file with the SEC and below are not\nthe only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also\nbecome important factors that adversely affect our business, financial condition and operating results or result in our liquidation.\n\n** **\n\n**There are no assurances that the Extension Amendment will enable\nus to complete a Business Combination.**\n\nApproving the Extension Amendment\ninvolves a number of risks. Even if the Extension Amendment is approved, the Company can provide no assurances that an initial business\ncombination will be consummated prior to the Extended Date. Our ability to consummate any initial business combination is dependent on\na variety of factors, many of which are beyond our control. If the Extension Amendment is approved, the Company expects to seek shareholder\napproval of a Potential Business Combination. We are required to offer shareholders the opportunity to redeem shares in connection with\nthe Extension Amendment, and we will be required to offer shareholders redemption rights again in connection with any shareholder vote\nto approve an initial business combination. Even if the Extension Amendment or an initial business combination are approved by our shareholders,\nit is possible that redemptions will leave us with insufficient cash to consummate an initial business combination on commercially acceptable\nterms, or at all. The fact that we will have separate redemption periods in connection with the Extension Amendment and an initial business\ncombination vote could exacerbate these risks. Other than in connection with a redemption offer or liquidation, our shareholders may be\nunable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and\nthere can be no assurance that shareholders will be able to dispose of our shares at favorable prices, or at all.\n\n** **\n\n**In the event the Extension Amendment Proposal\nis approved and effected, the ability of our public shareholders to exercise redemption rights in connection with the Extension with respect\nto a large number of our public shares may adversely affect the liquidity of our securities.**\n\nIn connection with the Extension,\na public shareholder may request that the Company redeem all or a portion of such public shareholder’s public shares for cash. The\nability of our public shareholders to exercise such redemption rights with respect to a large number of our public shares may adversely\naffect the liquidity of our public shares. As a result, you may be unable to sell your public shares even if the market price per share\nis higher than the per-share redemption price paid to public shareholders who elect to redeem their shares.\n\n** **\n\n**Changes to laws or regulations or in how\nsuch laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications,\nmay adversely affect our business, including our ability to negotiate and complete our initial business combination.**\n\nWe are subject to the laws\nand regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments\nand non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and other legal and regulatory requirements,\nand our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations\nand applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications.\nCompliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation\nand application may also change from time to time, and those changes could have a material adverse effect on our business, including our\nability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted\nand applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business\ncombination. The SEC has, in the past, adopted certain rules and may, in the future, adopt other rules, which may have a material effect\non our activities and on our ability to consummate an initial business combination.\n\n** **\n\n****\n\n14\n\n** **\n\n**In the event the Extension Amendment Proposal\nis approved and we amend our Articles, Nasdaq may delist our securities from trading on its exchange following shareholder redemptions\nin connection with such amendments, which could limit investors’ ability to make transactions in our securities and subject us to\nadditional trading restrictions.**\n\nOur Class A ordinary shares,\nunits and warrants are listed on Nasdaq. We are subject to compliance with Nasdaq’s continued listing requirements in order to maintain\nthe listing of our securities on Nasdaq. Generally, we must maintain a minimum number of holders of our securities (generally 400 public\nholders). Pursuant to the terms of our Articles, in the event that the Extension Amendment Proposal is approved and the Articles are amended,\npublic shareholders may elect to redeem their public shares and, as a result, we may not be in compliance with Nasdaq’s continued\nlisting requirements.\n\nWe expect that if our Class A\nordinary shares fail to meet Nasdaq’s continued listing requirements, our units and warrants will also fail to meet Nasdaq’s\ncontinued listing requirements for those securities. We cannot assure you that any of our ordinary shares, units or warrants will be able\nto meet any of Nasdaq’s continued listing requirements following any shareholder redemptions of our public shares in connection\nwith the amendment of our Articles. If our securities do not meet Nasdaq’s continued listing requirements, Nasdaq may delist our\nsecurities from trading on its exchange.\n\nIf Nasdaq delists any of our\nsecurities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect\nsuch securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences,\nincluding:\n\n●a limited availability of market quotations for our securities;\n\n●reduced liquidity for our securities;\n\n●a determination that our Class A ordinary shares constitute\na “penny stock” which will require brokers trading in our Class A ordinary shares to adhere to more stringent rules\nand possibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n●a limited amount of news and analyst coverage; and\n\n●a decreased ability to issue additional securities or obtain\nadditional financing in the future.\n\nThe National Securities Markets\nImprovement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities,\nwhich are referred to as “covered securities.” Our Class A ordinary shares, units and warrants qualify as covered securities\nunder such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the\nstates to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can\nregulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit\nor restrict the sale of securities issued by special purpose acquisition companies, certain state securities regulators view blank check\ncompanies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies\nin their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute\nand we would be subject to regulation in each state in which we offer our securities.\n\n15\n\n** **\n\n**BACKGROUND**\n\nWe are a blank check company\nincorporated on February 21, 2024 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalagamation,\nshare exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.\n\nOn July 15, 2024, we consummated the IPO of our units (the “**units**”),\nwith each unit consisting of one Class A ordinary share, par value $0.0001 per share, which we refer to as the **“public shares**,”\nand one-half of one redeemable warrant. Simultaneously with the closing of the IPO, we completed the private sale of 6,000,000 warrants\n(the “**private placement warrants**”), at a purchase price of $1.00 per private placement warrant, to Sponsor and Cantor\nFitzgerald & Co. (“**Cantor**”) generating gross proceeds to us of $6,000,000. The private placement warrants\nare identical to the warrants sold as part of the units in the IPO except that: (1) they will not be redeemable by us; (2) they\n(including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,\nbe transferred, assigned or sold until 30 days after the completion of our initial business combination; (3) they may be exercised\nby the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled\nto registration rights. In addition, with respect to private placement warrants held by Cantor and/or its designees, such private placement\nwarrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable\nmore than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8).\n\nFollowing the closing of the\nIPO, a total of $230,000,000, from the net proceeds of the sale of the units in the IPO and the private placement warrants was placed\nin the Trust Account. The proceeds held in the Trust Account are and will be invested or held only in either (i) U.S. government\ntreasury obligations with a maturity of 185 days or less, or in money market funds meeting certain conditions under Rule 2a-7\nunder the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash,\nor (iii) an interest bearing bank demand deposit account or other accounts at a bank. At ,\n2026, funds held in the Trust Account totaled approximately $ million,\nand were held in U.S. Treasury Bills. To mitigate the risk that we might be deemed to be an investment company for purposes of the\nInvestment Company Act, which risk increases the longer we hold investments in the Trust Account, we may, at any time (and will no later\nthan July 15, 2026) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust\nAccount in cash or in an interest bearing demand deposit account.\n\nSponsor, directors and officers\nhave interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include,\namong other things, director or indirect ownership of founder shares and warrants that may become exercisable in the future and advances\nthat will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled\n“The Extraordinary General Meeting — Interests of Sponsor, and our Directors and Officers.”\n\nOn the record date of the Extraordinary\nGeneral Meeting, there were 28,750,000 ordinary shares outstanding, of which 23,000,000 were public shares and 5,750,000 were founder\nshares. The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we\nhave been informed by Sponsor, which hold all founder shares, that they intend to vote in favor of the Extension Amendment Proposal and\nthe Adjournment Proposal.\n\nOur principal executive offices\nare located at 180 Grand Avenue, Suite 1530, Oakland, California and our telephone number is (510)** **692-9600.\n\n16\n\n** **\n\n**THE\nEXTENSION AMENDMENT PROPOSAL**\n\nWe are proposing to amend our\nArticles to extend the date by which we have to consummate a business combination to the Extended Date.\n\nThe approval of the Extension\nAmendment Proposal is essential to the implementation of our board’s plan to (1) extend the date by which we must consummate\nour initial business combination and (2) consummate a Potential Business Combination. Approval of the Extension Amendment Proposal\nis a condition to the implementation of the Extension.\n\nIf the Extension Amendment\nProposal is not approved and we have not consummated a business combination by July 15, 2026, we will: (1) cease all operations except\nfor the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, subject\nto lawfully available funds, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit\nin the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net\nof taxes payable), *divided by* the number of public shares then in issue, which redemption will completely extinguish public shareholders’\nrights as shareholders (including the right to receive further liquidation distributions, if any) subject to applicable law; and (3) as\npromptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate\nand dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject\nto the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,\nwhich will expire worthless in the event of our winding up. In the event of a liquidation, the holder of our founder shares, Sponsor,\nwill not receive any monies held in the Trust Account as a result of its ownership of the founder shares.\n\nThe purpose of the Extension\nAmendment is to allow us more time to enter into and complete a Potential Business Combination in case such additional time is needed.\nThe Articles provide that we have until July 15, 2026 to complete our initial business combination. Since we have not yet entered into\na definitive agreement with a prospective target entity, our board currently believes that there will not be sufficient time before July\n15, 2026 to hold an extraordinary general meeting at which to conduct a vote for the shareholder approvals required in connection with\na Potential Business Combination and consummate the closing of a Potential Business Combination. Accordingly, our board believes that\nin order to allow us to enter into a Potential Business Combination and give our shareholders the opportunity to evaluate a Potential\nBusiness Combination and enable us to potentially consummate a Potential Business Combination, we will need to obtain the Extension.\n\nA copy of the proposed amendments\nto the Articles of the Company is attached to this Proxy Statement in Annex A.\n\n** **\n\n**Full Text of the Resolution**\n\n“It is resolved as a special resolution THAT,\neffective immediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:\n\namending the definition of Completion Window by\ndeleting the following the words:\n\n“ending on the date that is twenty four (24) months\nafter the closing date of the IPO”\n\nand replacing it with the following:\n\n“ending on January 15, 2027 and then on a monthly\nbasis up to [ ● ] times until [ ● ], or such earlier date as the Directors may approve in accordance with the Articles or such\nlater date as the Members may approve in accordance with the Articles.”\n\n** **\n\n**Reasons for the Extension Amendment Proposal**\n\nOur Articles provide that if\nour shareholders approve an amendment to our Articles that would affect the substance or timing of our obligation to redeem all of our\npublic shares if we do not complete our initial business combination before July 15, 2026, we will provide our public shareholders with\nthe opportunity to redeem all or a portion of their public shares upon the effectiveness of such amendment at a per-share price, payable\nin cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned (which interest shall be net of\ntaxes payable), *divided by* the number of public shares then in issue, subject to applicable law. We believe that this provision\nof the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably long period if we\nfailed to find a suitable business combination in the timeframe contemplated by the Articles.\n\n17\n\nOur board believes, however,\nthat it should have an opportunity to complete the negotiations and enter into a Proposed Business Combination and shareholders should\nhave an opportunity to evaluate a Potential Business Combination. Accordingly, our board is proposing the Extension Amendment to extend\nthe date by which we have to complete our initial business combination until the Extended Date and to allow for the Election. The Extension\nwould give us the opportunity to enter into a Proposed Business Combination and to hold a shareholder vote for the approval of a Potential\nBusiness Combination. If you do not elect to redeem your public shares, you will retain the right to vote on any proposed initial business\ncombination in the future, including a Potential Business Combination, if applicable, and the right to redeem your public shares in connection\nwith such initial business combination.\n\nIn addition, on March 20, 2026,\nwe entered into a Working Capital Promissory Note (the “**Working Capital Note**”) with the Sponsor, pursuant to which\nthe Sponsor may loan up to $1,000,000 to us in up to three tranches in substantially the same amounts and on substantially the same terms\nas the loans under that certain agreement, between the Sponsor and Keystone Capital Partners, LLC (“**Keystone**”), as\nagent for the lenders party thereto (the “**Lenders**” and such agreement, the “**Credit Agreement**”),\nincluding an initial loan to us of $500,000 upon execution and two additional loans of $250,000 each. In connection with the Working Capital\nNote, the Sponsor entered into the Credit Agreement, pursuant to which the Lenders agreed to provide loans to the Sponsor of up to $1,000,000\nin the aggregate, to be funded in up to three tranches, consisting of an initial loan of $500,000 and two additional loans of $250,000\neach (with such additional tranches subject to the consent of Keystone, not to be unreasonably withheld, delayed or conditioned), in each\ncase subject to the terms and conditions of the Credit Agreement. In connection with the Credit Agreement, the Sponsor also entered into\na Pledge Agreement (the “**Pledge Agreement**”) with Keystone, pursuant to which the Sponsor pledged 2,932,500 class B\nordinary shares of the Company (representing approximately 51% of the founder shares owned by the Sponsor), together with any proceeds\nthereof (the “**Pledged Collateral**”), as collateral to secure the obligations under the Credit Agreement. The loans under\nthe Credit Agreement are non-recourse to the Sponsor, and the Lenders’ sole recourse in the event of a default is to foreclose upon\nsuch Pledged Collateral, which would remain subject to the Company’s governing documents and applicable lock-up arrangements, including\nthe terms of the Letter Agreement, dated as of July 11, 2024, by and among us, the Sponsor and the other parties thereto (the “**Insider\nLetter**”). The Sponsor is required to use the proceeds of the loans under the Credit Agreement to fund loans to the Company to\npay for its expenses, including transaction expenses for future deals, amounts previously owed for prior business combination efforts\nand for administrative expenses. The loans under the Credit Agreement mature upon the earlier of the Company’s initial business\ncombination or the Company’s liquidation. The Credit Agreement includes events of default for the Company’s failure to file\nwith the SEC by a certain agreed upon date a proxy statement to call for a Company shareholder meeting to extend the Company’s deadline\nto consummate its initial business combination or for the Company’s failure to enter into a definitive business combination agreement\nwith a target company or business prior to a certain agreed upon date. However, the Credit Agreement and Pledge Agreement solely bind\nthe Sponsor and do not restrict the actions of the Company.\n\n** **\n\n**If the Extension Amendment Proposal Is Not Approved**\n\nThe approval of the Extension\nAmendment Proposal is essential to the implementation of our board’s plan to (1) extend the date by which we must consummate\nour initial business combination and (2) consummate a Potential Business Combination. Therefore, our board will abandon and not implement\nthe Extension Amendment unless our shareholders approve the Extension Amendment Proposal.\n\nIf the Extension Amendment\nProposal is not approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus\nand in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly\nas reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares,\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up\nto $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of\npublic shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including\nthe right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law.\n\n18\n\nThere will be no redemption\nrights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our winding up. In the event\nof a liquidation, the holder of our founder shares, Sponsor, will not receive any monies held in the Trust Account as a result of its\nownership of the founder shares.\n\n** **\n\n**If the Extension Amendment Proposal Is Approved**\n\nUpon approval of the Extension\nAmendment Proposal by the requisite number of votes, the amendments to our Articles that are set forth in Annex A hereto will become\neffective. We will remain a reporting company under the Exchange Act, and our units, public shares and warrants will remain publicly\ntraded.\n\nIf the Extension Amendment\nProposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the Trust Account in connection with\nthe Election will reduce the amount held in the Trust Account following the Election. We cannot predict the amount that will remain in\nthe Trust Account if the Extension Amendment Proposal is approved and the amount remaining in the Trust Account may be only a small fraction\nof the approximately $ that was in the Trust Account as of ,\n2026. In such event, we may need to obtain additional funds to complete a Potential Business Combination, and there can be no assurance\nthat such funds will be available on terms acceptable or at all.\n\nIf the Extension Amendment\nProposal is approved but we do not complete our initial business combination by the Extended Date (or, if such date is further extended\nat a duly called extraordinary general meeting, such later date), we will: (1) cease all operations except for the purpose of winding\nup; (2) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds,\nredeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including\ninterest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by*\nthe number of public shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders\n(including the right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably\npossible following such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject\nin each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than\n$10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants,\nwhich will expire worthless in the event of our winding up. In the event of a liquidation, the holder of our founder shares, Sponsor,\nwill not receive any monies held in the Trust Account as a result of its ownership of the founder shares.\n\n** **\n\n**Redemption Rights**\n\nIf the Extension Amendment Proposal is approved, and the Extension\nis implemented, each of our public shareholders may submit an election that, if the Extension is implemented, such public shareholder\nelects to redeem all or a portion of its public shares at a per-share price, payable in cash, equal to the Withdrawal Amount. You will\nalso be able to redeem your public shares in connection with any proposed initial business combination, or if we have not consummated\nour initial business combination by the Extended Date.\n\n** **\n\n**TO DEMAND REDEMPTION, PRIOR\nTO 5:00 P.M. EASTERN TIME ON , 2026 (TWO BUSINESS DAYS BEFORE\nTHE EXTRAORDINARY GENERAL MEETING), YOU SHOULD ELECT EITHER TO PHYSICALLY TENDER YOUR SHARE CERTIFICATES TO CONTINENTAL STOCK TRANSFER &\nTRUST COMPANY OR TO DELIVER YOUR SHARES TO THE TRANSFER AGENT ELECTRONICALLY USING DTC’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN),\nAS DESCRIBED HEREIN. YOU SHOULD ENSURE THAT YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN.**\n\nIn order to tender your public\nshares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust\nCompany, our transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street 30th Floor, New York,\nNew York, 10004, Attn: SPAC Redemptions, spacredemptions@continentalstock.com, or to deliver your shares to the transfer agent electronically\nusing DTC’s DWAC (Deposit/Withdrawal At Custodian) system, which election would likely be determined based on the manner in which\nyou hold your shares. **You should tender your ordinary shares in the manner described above prior to 5:00 p.m. Eastern Time on\n, 2026 (two business days before the Extraordinary General\nMeeting).**\n\n19\n\nThrough the DWAC system, this\nelectronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street\nname,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering\nshares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or\nclearing broker, DTC, and our transfer agent will need to act together to facilitate this request. There is a nominal cost associated\nwith the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer\nagent will typically charge the tendering broker $100 and the broker would determine whether or not to pass this cost on to the redeeming\nholder. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from\nthe transfer agent. We do not have any control over this process or over the brokers or DTC, and it may take longer than two weeks\nto obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders\nthat deliver their shares through the DWAC system. Shareholders who request physical share certificates and wish to redeem may be unable\nto meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.\n\nCertificates that have not\nbeen tendered in accordance with these procedures prior to the vote on the Extension Amendment Proposal at the Extraordinary General Meeting\nwill not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public shareholder tenders its shares\nand decides prior to the vote at the Extraordinary General Meeting that it does not want to redeem its shares, the shareholder may withdraw\nthe tender. If you delivered your ordinary shares for redemption to our transfer agent and decide prior to the vote at the Extraordinary\nGeneral Meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You\nmay make such request by contacting our transfer agent at the address listed above. In the event that a public shareholder tenders shares\nand the Extension Amendment Proposal is not approved, these shares will not be redeemed and the physical certificates representing these\nshares will be returned to the shareholder promptly following the determination that the Extension Amendment Proposal will not be approved.\nThe transfer agent will hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or\nreturned to such shareholders.\n\nIf properly demanded, we will redeem each public share for a per-share\nprice, payable in cash, equal to the Withdrawal Amount. Based upon the amount in the Trust Account as of ,\n2026, which was $ , we anticipate that the per-share price at which\npublic shares will be redeemed from cash held in the Trust Account will be approximately $ at\nthe time of the Extraordinary General Meeting. The closing price of the public shares on the Nasdaq on ,\n2026, the most recent practicable closing price prior to the mailing of this Proxy Statement, was $ .\nWe cannot assure shareholders that they will be able to sell their shares in the open market, even if the market price per share is higher\nthan the redemption price stated above, as there may not be sufficient liquidity in our securities when such shareholders wish to sell\ntheir shares.\n\nIf you exercise your redemption\nrights, you will be exchanging your ordinary shares for cash and will no longer own the shares. You will be entitled to receive cash for\nthese shares only if you properly demand redemption and tender your share certificate(s) to our transfer agent prior to the vote\non the Extension Amendment Proposal at the Extraordinary General Meeting. We anticipate that a public shareholder who tenders public shares\nfor redemption in connection with the vote to approve the Extension Amendment Proposal would receive payment of the redemption price for\nsuch shares soon after the completion of the Extension Amendment.\n\n20\n\n**UNITED\nSTATES FEDERAL INCOME TAX CONSIDERATIONS FOR\nSHAREHOLDERS EXERCISING REDEMPTION RIGHTS**\n\nThe following is a discussion of U.S. federal\nincome tax considerations generally applicable to U.S. Holders (as defined below) that make an Election if the Extension is completed.\nThis discussion applies only to public shares that are held as capital assets for U.S. federal income tax purposes (generally, property\nheld for investment). This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to holders\nin light of their particular circumstances or status, including:\n\n●Sponsor or our directors and officers;\n\n●financial institutions or financial services entities;\n\n●broker-dealers;\n\n●taxpayers that are subject to the mark-to-market accounting\nrules;\n\n●tax-exempt entities;\n\n●governments or agencies or instrumentalities thereof;\n\n●insurance companies;\n\n●regulated investment companies or real estate investment\ntrusts;\n\n●expatriates or former long-term residents of the United States;\n\n●persons that actually or constructively own five percent\nor more of our voting shares or five percent or more of the total value of all classes of our shares;\n\n●persons that acquired Class A Ordinary Shares pursuant\nto an exercise of employee share options or upon payout of a restricted stock unit, in connection with employee share incentive plans\nor otherwise as compensation or in connection with the performance of services;\n\n●persons that hold public shares as part of a straddle, constructive\nsale, hedging, conversion or other integrated or similar transaction;\n\n●persons whose functional currency is not the U.S. dollar;\n\n●controlled foreign corporations; or\n\n●passive foreign investment companies.\n\nThis discussion is based on\nthe Internal Revenue Code of 1986 (the “Code”), Treasury Regulations promulgated under the Code, and judicial and administrative\ninterpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively\nand could affect the tax considerations described herein. This discussion does not address U.S. federal taxes other than those pertaining\nto U.S. federal income taxation (such as estate or gift taxes, any alternative minimum tax or the Medicare tax on investment income),\nnor does it address any aspects of U.S. state or local or non-U.S. taxation.\n\nWe have not and do not intend\nto seek any rulings from the Internal Revenue Service (the “IRS”) regarding the exercise of redemption rights. There can be\nno assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would\nnot be sustained by a court.\n\nThis discussion does not consider\nthe tax treatment of partnerships or other pass-through entities or persons who hold our securities through such entities. If a partnership\n(or any entity or arrangement classified as a partnership for U.S. federal income tax purposes) holds public shares, the tax treatment\nof such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities\nof the partnership. Partnerships holding any public shares and persons that are treated as partners of such partnerships should consult\ntheir tax advisors as to the particular U.S. federal income tax consequences of an Election to them.\n\n****\n\n****\n\n21\n\n** **\n\n**EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR\nWITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF AN EXERCISE OF REDEMPTION RIGHTS, INCLUDING THE EFFECTS OF U.S. FEDERAL,\nSTATE AND LOCAL AND NON-U.S. TAX LAWS.**\n\nAs used herein, a “U.S. Holder”\nis a beneficial owner of public shares who or that is, for U.S. federal income tax purposes:\n\n1.an individual citizen or resident of the United States,\n\n2.a corporation (or other entity that is treated as a corporation\nfor U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of\nthe United States or any state thereof or the District of Columbia,\n\n3.an estate whose income is subject to U.S. federal income\ntax regardless of its source, or\n\n4.a trust if (i) a U.S. court can exercise primary\nsupervision over the administration of such trust and one or more U.S. persons have the authority to control all substantial decisions\nof the trust or (ii) it has a valid election in place to be treated as a U.S. person.\n\n** **\n\n**Redemption of Public Shares**\n\nIn addition to the passive\nforeign investment company (“**PFIC**”) considerations discussed below under “— *PFIC Considerations*,”\nthe U.S. federal income tax consequences of the redemption of a U.S. Holder’s public shares pursuant to an Election will\ndepend on whether the redemption qualifies as a sale of such shares redeemed under Section 302 of the Code or is treated as a distribution\nunder Section 301 of the Code.\n\nIf the redemption qualifies\nas a sale of public shares, a U.S. Holder will be treated as described below under the section entitled “— *U.S. Holders — Gain\nor Loss on Sale, Taxable Exchange or Other Taxable Disposition of Public Shares*.” If the redemption does not qualify as a sale\nof public shares, a U.S. Holder will be treated as receiving a distribution with the tax consequences described below under the section\nentitled “— *U.S. Holders - Taxation of Distributions*.”\n\nThe redemption of public shares\nwill generally qualify as a sale of the public shares that are redeemed if such redemption (i) is “substantially disproportionate”\nwith respect to the redeeming U.S. Holder, (ii) results in a “complete termination” of such U.S. Holder’s\ninterest or (iii) is “not essentially equivalent to a dividend” with respect to such U.S. Holder. These tests are\nexplained more fully below.\n\nFor purposes of such tests,\na U.S. Holder takes into account not only ordinary shares actually owned by such U.S. Holder, but also ordinary shares that\nare constructively owned by such U.S. Holder. A redeeming U.S. Holder may constructively own, in addition to ordinary shares\nowned directly, ordinary shares owned by certain related individuals and entities in which such U.S. Holder has an interest or that\nhave an interest in such U.S. Holder, as well as any ordinary shares such U.S. Holder has a right to acquire by exercise of\nan option, which would generally include shares which could be acquired pursuant to the exercise of the warrants.\n\nThe redemption of ordinary\nshares will generally be “substantially disproportionate” with respect to a redeeming U.S. Holder if the percentage of\nthe respective entity’s outstanding voting shares that such U.S. Holder actually or constructively owns immediately after the\nredemption is less than 80% of the percentage of the respective entity’s outstanding voting shares that such U.S. Holder actually\nor constructively owned immediately before the redemption. Prior to an initial business combination, the public shares may not be treated\nas voting shares for this purpose and, consequently, this substantially disproportionate test may not be applicable. There will be a complete\ntermination of such U.S. Holder’s interest if either (i) all of the ordinary shares actually or constructively owned by\nsuch U.S. Holder are redeemed or (ii) all of the ordinary shares actually owned by such U.S. Holder are redeemed and such\nU.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of ordinary shares owned\nby certain family members and such U.S. Holder does not constructively own any other ordinary shares. The redemption of public shares\nwill not be essentially equivalent to a dividend if it results in a “meaningful reduction” of such U.S. Holder’s\nproportionate interest in the respective entity. Whether the redemption will result in a meaningful reduction in such U.S. Holder’s\nproportionate interest will depend on the particular facts and circumstances applicable to it. The IRS has indicated in a published ruling\nthat even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises\nno control over corporate affairs may constitute such a “meaningful reduction.”\n\n22\n\nIf none of the foregoing tests\nare satisfied, then the redemption of public shares will be treated as a distribution to the redeemed holder and the tax effects to such\nU.S. holder will be as described below under the section entitled “— *Taxation of Distributions*.” After\nthe application of those rules, any remaining tax basis of the U.S. Holder in the redeemed public shares will be added to such holder’s\nadjusted tax basis in its remaining stock, or, if it has none, to such holder’s adjusted tax basis in its warrants or possibly in\nother stock constructively owned by it.\n\nU.S. Holders should consult\ntheir tax advisors as to the tax consequences of a redemption, including any special reporting requirements.\n\n* *\n\n*Taxation of Distributions*\n\nSubject to the PFIC rules discussed\nbelow under “— *PFIC Considerations*,” if the redemption of a U.S. Holder’s public shares is treated\nas a distribution, as discussed above, such distribution will generally be treated as a dividend for U.S. federal income tax purposes\nto the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.\nSuch dividends will be taxable to a corporate U.S. Holder at regular rates and will not be eligible for the dividends-received deduction\ngenerally allowed to domestic corporations in respect of dividends received from other domestic corporations.\n\nWith respect to non-corporate\nU.S. Holders, dividends will generally be taxed at preferential long-term capital gains rates only if (i) public shares are\nreadily tradable on an established securities market in the United States or (ii) public shares are eligible for the benefits\nof an applicable income tax treaty, in each case provided that the Company is not treated as a PFIC in the taxable year in which the dividend\nwas paid or in any previous year and certain holding period and other requirements are met. Because, as discussed below, we believe it\nis likely that we were a PFIC for our prior taxable year ended December 31, 2025, it is likely that the lower applicable long-term\ncapital gains rate would not apply to any redemption proceeds treated as a distribution. Moreover, it is unclear whether redemption rights\nwith respect to the public shares may prevent the holding period of such shares from commencing prior to the termination of such rights.\nU.S. Holders should consult their tax advisors regarding the availability of the lower rate for any redemption treated as a dividend\nwith respect to public shares.\n\nDistributions in excess of\ncurrent and accumulated earnings and profits will generally constitute a return of capital that will be applied against and reduce (but\nnot below zero) the U.S. Holder’s adjusted tax basis in our public shares. Any remaining excess will be treated as gain realized\non the sale or other disposition of the public shares and will be treated as described below under the section entitled “— *Gain\nor Loss on Sale, Taxable Exchange or Other Taxable Disposition of public shares*.”\n\n* *\n\n*Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition\nof Public Shares*\n\nSubject to the PFIC rules discussed\nbelow under “— *PFIC Considerations*,” if the redemption of a U.S. Holder’s public shares is treated\nas a sale or other taxable disposition, as discussed above, a U.S. Holder will generally recognize capital gain or loss in an amount\nequal to the difference between (i) the amount realized and (ii) the U.S. Holder’s adjusted tax basis in the public\nshares redeemed.\n\nLong-term capital gains recognized\nby non-corporate U.S. Holders are generally subject to U.S. federal income tax at a reduced rate. Capital gain or loss will\nconstitute long-term capital gain or loss if the U.S. Holder’s holding period for the ordinary shares exceeds one year. However,\nit is unclear whether the redemption rights with respect to the public shares described in this proxy statement may prevent the holding\nperiod of the public shares from commencing prior to the termination of such rights. The deductibility of capital losses is subject to\nvarious limitations. U.S. Holders who hold different blocks of public shares (public shares purchased or acquired on different dates\nor at different prices) should consult their tax advisor to determine how the above rules apply to them.\n\n** **\n\n****\n\n23\n\n** **\n\n**PFIC Considerations**\n\nA foreign corporation will\nbe a PFIC for U.S. federal income tax purposes if at least 75% of its gross income in a taxable year is passive income. Alternatively,\na foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined\nbased on fair market value and averaged quarterly over the year are held for the production of, or produce, passive income. Passive income\ngenerally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of\na trade or business) and gains from the disposition of passive assets.\n\nWe are a blank check company\nwith no current active business, and based on the composition of our income and assets we believe that it is likely that we will meet\nthe PFIC asset or income test for our current taxable year.\n\nIf we are determined to be\na PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder and (ii) the U.S. Holder\ndid not make and maintain a timely and effective “qualified election fund” election for each of our taxable years as\na PFIC in which the U.S. Holder held public shares, a qualified election fund (“**QEF Election**”) along with a purging\nelection, or a “mark-to-market” election, then such holder will generally be subject to special rules (the “**Default\nPFIC Regime**”) with respect to:\n\n●any gain recognized by the U.S. Holder on the sale or\nother disposition of its public shares; and\n\n●any “excess distribution” made to the U.S. Holder\n(generally, any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the\naverage annual distributions received by such U.S. Holder in respect of its ordinary shares during the three preceding taxable years\nof such U.S. Holder or, if shorter, such U.S. Holder’s holding period for such ordinary shares).\n\nUnder the Default PFIC Regime:\n\n●the U.S. Holder’s gain or excess distribution\nwill be allocated ratably over the U.S. Holder’s holding period for its public shares;\n\n●the amount of gain allocated to the U.S. Holder’s\ntaxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s\nholding period before the first day of the first taxable year in which we are a PFIC, will be taxed as ordinary income;\n\n●the amount of gain allocated to other taxable years\n(or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period will be taxed at the highest\ntax rate in effect for that year and applicable to the U.S. Holder; and\n\n●an additional tax equal to the interest charge generally\napplicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable\nyear of such U.S. Holder.\n\n** **\n\n**THE PFIC RULES ARE VERY\nCOMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR\nTAX ADVISORS REGARDING THE APPLICATION OF THE PFIC RULES TO THE REDEMPTION OF PUBLIC SHARES, INCLUDING, WITHOUT LIMITATION, WHETHER A\nQEF ELECTION, A PURGING ELECTION, A MARK-TO-MARKET ELECTION, OR ANY OTHER ELECTION IS AVAILABLE AND THE CONSEQUENCES TO THEM OF MAKING\nOR HAVING MADE ANY SUCH ELECTION, AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.**\n\n24\n\n** **\n\n**THE\nEXTRAORDINARY GENERAL MEETING**\n\n* *\n\n*Date, Time and Place. *The\nExtraordinary General Meeting of our shareholders will be held at 9:00 a.m. Eastern Time on ,\n2026 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, or at\nsuch other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or to attend virtually\nvia the Internet. You will be able to attend the Extraordinary General Meeting online, vote, view the list of shareholders entitled to\nvote at the Extraordinary General Meeting and submit your questions during the Extraordinary General Meeting by visiting *[ ● ]*\nor by phone dialing within the U.S. and Canada 1 800-450-7155 (toll-free) or outside of the U.S. and Canada +1 [ ● ] (standard\nrates apply) and entering the conference identification number [ ● ]#. The sole purpose of the Extraordinary General Meeting is to\nconsider and vote upon the following proposals:\n\n* *\n\n*Voting Power; Record Date. *You\nwill be entitled to vote or direct votes to be cast at the Extraordinary General Meeting, if you owned the ordinary shares at the close\nof business on May 15, 2026, the record date for the Extraordinary General Meeting. You will have one vote per proposal for each\nshare of ordinary shares you owned at that time. The Company warrants do not carry voting rights.\n\n* *\n\n*Votes Required. *The\napproval of the Extension Amendment Proposal requires a special resolution under the Cayman Islands Companies Act and our Articles, being\nthe affirmative vote of the holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled\nto vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered\npresent for the purposes of establishing a quorum, will not count as a vote cast at the Extraordinary General Meeting.\n\nOn the record date of the Extraordinary\nGeneral Meeting, there were 28,750,000 ordinary shares outstanding, of which 23,000,000 were public shares and 5,750,000 were founder\nshares. The founder shares carry voting rights in connection with the Extension Amendment Proposal and the Adjournment Proposal, and we\nhave been informed by Sponsor, which holds all founder shares, that they intend to vote in favor of the Extension Amendment Proposal and\nthe Adjournment Proposal.\n\nIf you do not want the Extension\nAmendment Proposal to be approved, you must vote “AGAINST” the proposals. If the Extension Amendment Proposal is approved,\nand the Extension is implemented, then the Withdrawal Amount will be withdrawn from the Trust Account and paid pro rata to the redeeming\nholders. You will still be entitled to make the Election if you vote against, abstain or do not vote on the Extension Amendment Proposal.\n\nBroker “non-votes”\nand abstentions will have no effect with respect to the approval of the Extension Amendment Proposal or the Adjournment Proposal.\n\n* *\n\n*Proxies; Board Solicitation;\nProxy Solicitor. *Your proxy is being solicited on behalf of our board on the proposals to approve the Extension\nAmendment Proposal being presented to shareholders at the Extraordinary General Meeting. We have engaged Okapi to assist in the solicitation\nof proxies for the Extraordinary General Meeting. No recommendation is being made as to whether you should elect to redeem your shares.\nProxies may be solicited in person or by telephone or other means of communication. If you grant a proxy, you may still revoke your proxy\nand vote your shares in person (including by virtual means as provided herein) at the Extraordinary General Meeting. You may contact Okapi\nat:\n\nOkapi Partners LLC\n\n1212 Avenue of the Americas, 17th Floor\n\nNew York, NY 10036\n\nIndividuals call toll-free: (877) 566-1922\n\nBanks and Brokerage Firms, please call (212) 297-0720\n\nEmail: info@okapipartners.com\n\n** **\n\n25\n\n**Required Vote**\n\nThe approval of the Extension\nAmendment Proposal requires a special resolution under the Cayman Islands Companies Act and our Articles being the affirmative vote of\nthe holders of at least two-thirds of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary\nGeneral Meeting, vote at the Extraordinary General Meeting.\n\nIf the Extension Amendment\nProposal is not approved and we do not consummate our initial business combination by July 15, 2026, as contemplated by our IPO prospectus\nand in accordance with our Articles, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly\nas reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares,\nat a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up\nto $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of\npublic shares then in issue, which redemption will completely extinguish public shareholders’ rights as shareholders (including\nthe right to receive further liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible\nfollowing such redemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each\ncase to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements\nof applicable law. We cannot assure you that the per share distribution from the Trust Account, if we liquidate, will not be less than\n$10.00 due to unforeseen claims of creditors. There will be no redemption rights or liquidating distributions with respect to our warrants,\nwhich will expire worthless in the event of our winding up. In the event of a liquidation, the holder of our founder shares, Sponsor,\nwill not receive any monies held in the Trust Account as a result of its ownership of the founder shares.\n\nIn addition, Sponsor, directors,\nofficers, advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market either\nprior to or after the Extraordinary General Meeting. However, they have no current commitments, plans or intentions to engage in such\ntransactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be\nused to purchase public shares in such transactions. Any such purchases that are completed after the record date for the Extraordinary\nGeneral Meeting may include an agreement with a selling shareholder that such shareholder, for so long as it remains the record holder\nof the shares in question, will vote in favor of the Extension Amendment Proposal and/or will not exercise its redemption rights with\nrespect to the shares so purchased. The purpose of such share purchases and other transactions would be to increase the likelihood that\nthe resolutions to be put to the Extraordinary General Meeting are approved by the requisite number of votes. In the event that such purchases\ndo occur, the purchasers may seek to purchase shares from shareholders who would otherwise have voted against the Extension Amendment\nProposal and/or elected to redeem their shares for a portion of the Trust Account. Any such privately negotiated purchases may be effected\nat purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any public shares held by or subsequently\npurchased by our affiliates may be voted in favor of the Extension Amendment Proposal. Sponsor, directors, officers, advisors and their\naffiliates will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed\nto the seller or during a restricted period under Regulation M under the Exchange Act.\n\n** **\n\n**Interests of Sponsor and our Directors and Officers**\n\nWhen you consider the recommendation of our board,\nyou should keep in mind that Sponsor and our directors and officers have interests that may be different from, or in addition to, your\ninterests as a shareholder. These interests include, among other things, the interests listed below:\n\n●If we do not consummate our initial business combination\ntransaction by July 15, 2026, which is 24 months from the closing of our IPO, or by the Extended Date if the Extension Amendment\nProposal is approved by the requisite number of votes (or, if such date is further extended at a duly called extraordinary general meeting,\nsuch later date), we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible\nbut not more than 10 business days thereafter, subject to lawfully available funds, redeem the public shares, at a per-share price,\npayable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest\nto pay dissolution expenses and which interest shall be net of taxes payable), *divided by* the number of public shares then in\nissue, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive\nfurther liquidation distributions, if any) subject to applicable law; and (3) as promptly as reasonably possible following such\nredemption, subject to the approval of our remaining shareholders and our board, liquidate and dissolve, subject in each case to our\nobligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable\nlaw. In such event, the founder shares, which are owned by Sponsor, would be worthless because following the redemption of the public\nshares, we would likely have few, if any, net assets and because the holder of our founder shares has agreed to waive its rights to liquidating\ndistributions from the Trust Account with respect to the founder shares if we fail to complete our initial business combination within\nthe required period.\n\n26\n\n●In addition, simultaneously with the closing of our IPO,\nwe consummated the sale of 6,000,000 private placement warrants at a price of $1.00 per warrant in a private placement to Sponsor and\nCantor. The warrants are each exercisable for one ordinary share at $11.50 per share. If we do not consummate our initial business combination\nby July 15, 2026, or by the Extended Date if the Extension Amendment Proposal is approved by the requisite number of votes (or, if such\ndate is further extended at a duly called extraordinary general meeting, such later date) then the proceeds from the sale of the private\nplacement warrants will be part of the liquidating distribution to the public shareholders and the warrants held by Sponsor and Cantor\nand their affiliate will be worthless.\n\n●Our directors and executive officers may continue to be directors\nand officers of any acquired business after the consummation of an initial business combination. As such, in the future they will receive\nany cash fees, stock options or stock awards that a post-business combination board of directors determines to pay to its directors and\nofficers if they continue as directors and officers following such initial business combination.\n\n●In order to protect the amounts held in the Trust Account,\nSponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors)\nfor services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction\nagreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share and (ii) such lesser amount\nper public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the\ntrust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party\nwho executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the\nunderwriter of our IPO against certain liabilities, including liabilities under the Securities Act.\n\n●Pursuant to the Working Capital Note, the Sponsor may loan\nup to $1,000,000 to the Company in up to three tranches in substantially the same amounts and on substantially the same terms as the\nCredit Agreement, including an initial loan to the Company of $500,000 upon execution and two additional loans of $250,000 each (in the\ncase of the Working Capital Note, at the Sponsor’s sole election) in the event that the Company (A) enters into a letter of intent,\nmemorandum of understanding or other agreement with respect to the Company’s initial business combination or (B) calls a shareholder\nmeeting to extend its deadline to consummate its initial business combination, (i) an original issue discount of 20% on each loan, such\nthat the principal amount of each loan is 125% of the amount borrowed, (ii) annual interest of 8%, with a default interest rate of an\nadditional 18% (for a total of 26%), to the maximum extent permitted by applicable law, (iii) a prepayment penalty of 10% (and in the\ncase of the Working Capital Note, only to the extent with the written consent of the Sponsor), (v) a maturity date for all such loans,\ninterest and other obligations under the Working Capital Note of the consummation of the Company’s initial business combination\nor the effective date of the winding up of the Company (or if earlier, upon an event of default), and (iv) an obligation to reimburse\nthe Sponsor for its expenses in connection with obtaining the funds for the initial loan under the Working Capital Note (up to $25,000\nto be withheld at the funding of the initial loan, which will be used to reimburse Keystone for its expenses under the Credit Agreement)\nand for any expenses of the Sponsor in connection with any refinancing of the debt or the enforcement of the Working Capital Note and\nfor any reimbursement or indemnification obligations of the Sponsor under the Credit Agreement and related documents, subject in each\ncase to a cap of $20,000 per occurrence (other than with respect to indemnification obligations), which expense reimbursement obligations\nwill be taken out of the proceeds of any additional loans under the Working Capital Note or otherwise upon the maturity date (or earlier\nevent of default). Accordingly, if the Company does not consummate its initial business combination, there can be no assurance that the\nSponsor will be repaid amounts outstanding under the Working Capital Note.\n\n** **\n\n****\n\n27\n\n** **\n\n**The Board’s Reasons for the Extension Amendment Proposal and\nIts Recommendation**\n\nAs discussed below, after careful\nconsideration of all relevant factors, our board has determined that the Extension Amendment is in the best interests of the Company and\nits shareholders. Our board has approved and declared advisable adoption of the Extension Amendment Proposal and recommends that you vote\n“FOR” such proposal.\n\nOur Articles provide that we\nhave until July 15, 2026 to complete our initial business combination under its terms. Our Articles provide that if our shareholders approve\nan amendment to our Articles that would affect the substance or timing of our obligation to redeem all of our public shares if we do not\ncomplete our initial business combination before July 15, 2026, we will provide our public shareholders with the opportunity to redeem\nall or a portion of their ordinary shares upon such approval at a per-share price, payable in cash, equal to the aggregate amount then\non deposit in the Trust Account, including interest earned, *divided by* the number of then outstanding public shares. We believe\nthat this provision of the Articles was included to protect our shareholders from having to sustain their investments for an unreasonably\nlong period if we failed to find a suitable business combination in the timeframe contemplated by the Articles.\n\nWe believe that it is in the\nbest interests of our shareholders to extend the date that we have to consummate a business combination to the Extended Date in order\nto allow us to enter into a Potential Business Combination, our shareholders to then evaluate a Potential Business Combination and for\nus to be able to potentially consummate a Potential Business Combination.\n\nAfter careful consideration\nof all relevant factors, our board determined that the Extension Amendment is in the best interests of the Company and its shareholders.\n\n** **\n\n**Our Board unanimously recommends\nthat our shareholders vote “FOR” the approval of the Extension Amendment Proposal.**\n\n** **\n\n28\n\n**THE\nADJOURNMENT PROPOSAL**\n\n** **\n\n**Overview**\n\nThe Adjournment Proposal, if\nadopted, will allow our chairman to adjourn the Extraordinary General Meeting to a later date or dates to permit further solicitation\nof proxies. The Adjournment Proposal will only be presented to our shareholders (i) in the event that there are insufficient votes for,\nor otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise\nnecessary. In no event will our board adjourn the Extraordinary General Meeting beyond July 15, 2026.\n\n** **\n\n**Full Text of Resolution**\n\n“It is resolved, as an\nordinary resolution, that, (i) in the event that there are insufficient votes for, or otherwise in connection with, the approval of the\nExtension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary, the adjournment of such meeting in accordance\nwith the Articles of Association of the Company and Cayman Islands law is hereby approved.”\n\n** **\n\n**Consequences if the Adjournment Proposal is Not Approved**\n\nIf the Adjournment Proposal\nis not approved by our shareholders, our chairman may not be able to adjourn the Extraordinary General Meeting to a later date or dates\nin the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.\n\n** **\n\n**Vote Required for Approval**\n\nThe Adjournment Proposal must\nbe approved as an ordinary resolution under the Cayman Islands Companies Act and our Articles, being the affirmative vote of the holders\nof a majority of the then issued and outstanding ordinary shares who, being present and entitled to vote at the Extraordinary General\nMeeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing\na quorum, will not count as a vote cast at the Extraordinary General Meeting.\n\n** **\n\n**Recommendation of the Board**\n\n** **\n\n**If presented, our board\nunanimously recommends that our shareholders vote “FOR” the approval of the Adjournment Proposal, if presented.**\n\n29\n\n** **\n\n**BENEFICIAL\nOWNERSHIP OF SECURITIES**\n\nThe following table sets forth\ninformation regarding the beneficial ownership of the ordinary shares as of ,\n2026, based on information obtained from the persons named below, with respect to the beneficial ownership of shares of the ordinary shares,\nby:\n\n●each person known by us to be the beneficial owner of more\nthan 5% of our ordinary shares;\n\n●each of our executive officers and directors; and\n\n●all our executive officers and directors as a group.\n\nAs of the record date, there\nwere a total of 28,750,000 ordinary shares outstanding consisting\nof (i) 23,000,000 class A ordinary shares and (ii) 5,750,000 class B ordinary shares. Unless otherwise indicated, we believe that\nall persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them. The\nfollowing table does not reflect record or beneficial ownership of the private placement warrants as these are not exercisable within\n60 days of , 2026.\n\nClass A Ordinary Shares\nClass B Ordinary Shares\nApproximate Percentage of\n\nName and Address of Beneficial Owner (1)\nNumber of\nShares\nBeneficially\nOwned\nApproximate\nPercentage\nof Class\nNumber of\nShares\nBeneficially\nOwned (2)\nApproximate\nPercentage\nof Class\nTotal\nOutstanding\nOrdinary\nShares\n\nLaunch One Sponsor LLC (3)\n—\n—\n5,750,000\n100.00%\n20.00%\n\nRyan Gilbert (3)\n—\n—\n5,750,000\n100.00%\n20.00%\n\nChris Ehrlich (3)\n—\n—\n—\n—\n—\n\nJurgen van de Vyver (3)\n—\n—\n—\n—\n—\n\nBrian Atwood (3)\n—\n—\n—\n—\n—\n\nRodney A. Ferguson (3)\n—\n—\n—\n—\n—\n\nRisa Stack (3)\n—\n—\n—\n—\n—\n\nAll executive officers, and directors as a group (6 individuals) (3)\n—\n—\n5,750,000\n100.00%\n20.00%\n\nOther 5% Shareholders\n\nLMR Parties (4)\n1,980,000\n8.61%\n—\n—\n6.89%\n\nMagnetar Parties (5)\n1,960,200\n8.52%\n—\n—\n6.82%\n\nFirst Trust Parties (6)\n1,866,241\n8.11%\n—\n—\n6.50%\n\nPicton Mahoney Asset Management (7)\n1,669,756\n7.26%\n—\n—\n5.81%\n\nAQR Parties (8)\n1,575,742\n6.85%\n—\n—\n5.48%\n\nMMCAP Parties (9))\n1,480,000\n6.43%\n—\n—\n5.15%\n\nMizuho Financial Group, Inc. (10)\n1,429,255\n6.21%\n—\n—\n4.97%\n\nBerkley Parties (11)\n1,423,290\n6.19%\n—\n—\n4.95%\n\n(1)Unless otherwise noted, the business address of each of the\nfollowing entities or individuals is c/o Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612.\n\n(2)Interests shown consist solely\nof founder shares, classified as class B ordinary shares. Such shares will (unless otherwise provided in our initial business combination\nagreement) automatically convert into class A ordinary shares concurrently with or immediately following the consummation of our\ninitial business combination, and may be converted at any time prior to our initial business combination, at the option of the holder,\non a one-for-one basis, subject to adjustment.\n\n30\n\n(3)Launch One Sponsor LLC, our Sponsor,\nis the record holder of such class B ordinary shares. Ryan Gilbert is the sole managing member of Launch One Sponsor LLC and holds voting\nand investment discretion with respect to the ordinary shares held of record by the Sponsor. Mr. Gilbert disclaims any beneficial ownership\nof the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.\nAll of our officers and directors and our advisor are members of our Sponsor. Each such person disclaims any beneficial ownership of\nthe reported ordinary shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.\n\n(4)According to a Schedule 13G filed\nwith the SEC on November 14, 2024 by (i) LMR Partners LLP, a United Kingdom limited liability partnership (“LMR”), (ii) LMR\nPartners Limited, a Hong Kong corporation (“LMR Limited”), (iii) LMR Partners LLC, a Delaware limited liability company (“LMR\nLLC”), (iv) LMR Partners AG, a Swiss corporation (“LMR AG”), (v) LMR Partners (DIFC) Limited, an United Arab Emirates\ncorporation (“LMR DIFC”), (vi) LMR Partners (Ireland) Limited, a limited company incorporated\nin Ireland (“LMR Ireland”, collectively with LMR, LMR Limited, LMR LLC, LMR AG and LMR DIFC, the “LMR Investment\nManagers”), (vii) Ben Levine, a citizen of the United Kingdom (“Mr. Levine”), and (viii) Stefan Renold, a citizen of\nSwitzerland (“Mr. Renold”, collectively with the LMR Investment Managers and Mr. Levine, the “LMR Parties”).\nThe LMR Investment Managers serve as the investment managers to certain funds with respect to the Public Shares held by certain funds.\nMessrs. Levine and Renold are ultimately in control of the investment and voting decisions of the LMR Investment Managers with respect\nto the securities held by certain funds. The principal business address of each of the LMR Parties\nis c/o LMR Partners LLP, 9th Floor, Devonshire House, 1 Mayfair Place, London, W1J 8AJ, United Kingdom.\n\n(5)According to a Schedule 13G filed\nwith the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”),\n(ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management\nLLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J. Snyderman, a citizen of the United\nStates (“Mr. Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar\nParties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar\nConstellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman\nIslands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC,\nMagnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies. Magnetar Financial\nserves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the\nPublic Shares held for the Magnetar Funds’ accounts. Magnetar Capital Partners serves as the sole member and parent holding company\nof Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management\nis Mr. Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston,\nIllinois 60201\n\n(6)According to a Schedule 13G filed\nwith the SEC on November 14, 2024 by (i) First Trust Capital Management L.P. (“FTCM”), (ii) First Trust Capital Solutions\nL.P. (“FTCS”) and (iii) FTCS Sub GP LLC (“Sub GP” and collectively with FTCM and FTCS, the “First Trust\nParties”). FTCM is an investment adviser registered with the SEC that provides investment advisory services to, among others, (x)\nseries of Investment Managers Series Trust II, an investment company registered under the Investment Company, specifically First Trust\nMulti-Strategy Fund and First Trust Merger Arbitrage Fund, (y) First Trust Alternative Opportunities Fund, an investment company registered\nunder the Investment Company Act, and (z) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company\n(collectively, the “Client Accounts”). FTCS is a Delaware limited partnership and control person of FTCM. Sub GP is a Delaware\nlimited liability company and control person of FTCM. As investment adviser to the Client Accounts, FTCM has the authority to invest\nthe funds of the Client Accounts in securities (including the Public Shares) as well as the authority to purchase, vote and dispose of\nsecurities, and may thus be deemed the beneficial owner of any Public Shares held in the Client Accounts. FTCS and Sub GP may be deemed\nto control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in the Schedule 13G. No one individual\ncontrols FTCS or Sub GP. FTCS and Sub GP do not own any Public Shares for their own accounts. The principal business address of each\nof the First Trust Parties is 225 W. Wacker Drive, 21st Floor, Chicago, Illinois 60606.\n\n31\n\n(7)\nAccording to a Schedule 13G filed with the SEC on October 17, 2024, by Picton Mahoney Asset Management, a company incorporated under the laws of Ontario, Canada (“Picton”). The principal business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4.\n\n(8)\nAccording to a Schedule 13G filed with the SEC on November 14, 2024 by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings, the “AQR Parties”). The principal business address of each of the AQR Parties is One Greenwich Plaza, Suite 130, Greenwich, Connecticut 06830.\n\n(9)\nAccording to a Schedule 13G/A filed with the SEC on February 13, 2026, by (i) MMCAP International Inc. SPC, a Cayman Islands company (“MMCAP International”) and (ii) MM Asset Management Inc., a company incorporated under the laws of Ontario, Canada (“MM Asset Management”, and together with MMCAO International, the “MMCAP Parties”). The principal business address of MMCAP International is c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands. The principal business address of MM Asset Management is 161 Bay Street, TD Canada Trust Tower Suite 2240, Toronto, ON Canada M5J 2S1.\n\n(10)\nAccording to a Schedule 13G filed with the SEC on February 12, 2026, by Mizuho Financial Group, Inc. (“Mizuho”). Mizuho., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of Public Shares directly held by Mizuho Securities USA LLC, which is their wholly-owned subsidiary. The principal business address of Mizuho is 1 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.\n\n(11)\nAccording to a Schedule 13G filed with the SEC on February 10, 2026, by (i) W. R. Berkley Corporation, a Delaware corporation (“W.R. Berkley”) and (ii) Berkley Insurance Company, a Delaware company (“BIC” and together with W.R. Berkley, the “Berkley Parties”). The principal business address of the Berkley Parties is 475 Steamboat Road Greenwich, Connecticut 06830.\n\nThe Sponsor beneficially owns\napproximately 20.0% of the issued and outstanding ordinary shares and has the right to elect all of our directors prior to our initial\nbusiness combination as a result of holding all of the founder shares. Holders of our public shares will not have the right to appoint\nany directors to our board of directors prior to our initial business combination. In addition, because of their ownership block, Sponsor\nmay be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to\nour Articles and approval of significant corporate transactions.\n\n** **\n\n32\n\n**HOUSEHOLDING\nINFORMATION**\n\nUnless we have received contrary\ninstructions, we may send a single copy of this Proxy Statement to any household at which two or more shareholders reside if we believe\nthe shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information\nreceived at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure\ndocuments at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly,\nif an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our\ndisclosure documents, the shareholders should follow these instructions:\n\n●if the shares are registered in the name of the shareholder,\nthe shareholder should contact us at our offices at 180 Grand Avenue, Suite 1530, Oakland, California 94612, to inform us of the shareholder’s\nrequest; or\n\n●if a bank, broker or other nominee holds the shares, the\nshareholder should contact the bank, broker or other nominee directly.\n\n33\n\n**WHERE\nYOU CAN FIND MORE INFORMATION**\n\nWe file reports, proxy statements\nand other information with the SEC as required by the Exchange Act. You can read our SEC filings, including this Proxy Statement,\nat the SEC’s website at *http://www.sec.gov*.\n\nIf you would like additional\ncopies of this Proxy Statement or if you have questions about the proposals to be presented at the Extraordinary General Meeting, you\nshould contact our proxy solicitation agent at the following address and telephone number:\n\nOkapi Partners LLC\n\n1212 Avenue of the Americas, 17th Floor\n\nNew York, NY 10036\n\nIndividuals call toll-free: (877) 566-1922\n\nBanks and Brokerage Firms, please call (877) 566-1922\n\nEmail: info@okapipartners.com\n\nYou may also obtain these documents by requesting them in writing from\nus by addressing such request to our Chief Executive Officer at Launch One Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California\n94612.\n\n** **\n\n**If you are a shareholder\nof the Company and would like to request documents, please do so by ,\n2026 (one week prior to the meeting date), in order to receive them before the Extraordinary General Meeting.**If you request any documents\nfrom us, we will mail them to you by first class mail, or another equally prompt means.\n\n34\n\n**ANNEX A**\n\n** **\n\n**PROPOSED AMENDMENTS\nTO THE\nAMENDED AND RESTATED\nMEMORANDUM AND ARTICLES OF ASSOCIATION\nOF\nLaunch One Acquisition Corp.**\n\nLaunch One Acquisition Corp.\n\n(the “Company”)\n\nRESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY\n\nIt is resolved as a special resolution THAT, effective\nimmediately, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:\n\n(a)amending the definition of Completion Window by deleting\nthe following the words:\n\n“ending on the date that is twenty four (24) months\nafter the closing date of the IPO”\n\nand replacing it with the following:\n\n“ending on January 15, 2027, and then on a monthly\nbasis up to [ ● ] times until [ ● ], such earlier date as the Directors may approve in accordance with the Articles or such\nlater date as the Members may approve in accordance with the Articles.”;\n\nA-1\n\n**PRELIMINARY PROXY\nSTATEMENT — SUBJECT TO COMPLETION, DATED MAY 18, 2026**\n\n** **\n\n**LAUNCH ONE ACQUISITION CORP.**\n\n** **\n\n**THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD\nOF DIRECTORS\nFOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON\n, 2026**\n\nThe undersigned, revoking any\nprevious proxies relating to these shares with respect to the Extension Amendment Proposal and the Adjournment Proposal hereby acknowledges\nreceipt of the notice and Proxy Statement, dated , 2026, in connection\nwith the Extraordinary General Meeting to be held at 9:00 a.m. Eastern Time on ,\n2026 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, or at\nsuch other time, on such other date and at such other place to which the meeting may be postponed or adjourned, or virtually via the Internet\nfor the sole purpose of considering and voting upon the following proposals, and hereby appoints Ryan Gilbert, Chris Ehrlich, and Jurgen\nvan de Vyver and each of them (with full power to act alone), the proxies of the undersigned, with power of substitution to each, to vote\nall of the ordinary shares of Launch One Acquisition Corp. (the “**Company**”) registered in the name provided, which the\nundersigned is entitled to vote at the Extraordinary General Meeting, and at any adjournments thereof, with all the powers the undersigned\nwould have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed\nto vote or act as follows on the proposals set forth in this Proxy Statement.\n\n** **\n\n**THE SHARES REPRESENTED BY\nTHIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF YOU RETURN A SIGNED\nAND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED “FOR” THE PROPOSALS SET FORTH BELOW. PLEASE\nMARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY**\n\n** **\n\n**Important Notice Regarding\nthe Availability of Proxy Materials for the Extraordinary General Meeting to be held on** **,\n2026:**\n\n** **\n\n**The notice of extraordinary general meeting and\nthe accompanying Proxy Statement are available at [ ● ].**\n\n**THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1 AND PROPOSAL 2.**\n\nPlease mark votes as indicated in this example\n\n☒\n\n**Proposal 1 - Extension of Amendment**\n**FOR**\n**AGAINST**\n**ABSTAIN**\n\n**Check here for address change and indicate the correct address\nbelow:**\n\n☐\n\nIt is resolved as a special resolution THAT, effective immediately,\nthe Amended and Restated Memorandum and Articles of Association of the Company be amended by:\n\n(a) amending the definition\nof Completion Window by deleting the following the words:\n\n“ending on the date that is twenty four (24) months\nafter the closing date of the IPO”\n\nand replacing it with the following:\n\n“ending on January 15, 2027, and then on a monthly\nbasis up to [ ● ] times until [ ● ], such earlier date as the Directors may approve in accordance with the Articles or such\nlater date as the Members may approve in accordance with the Articles.”\n\n☐\n☐\n☐\n\n**Proposal 2 - Adjournment**\n**FOR**\n**AGAINST**\n**ABSTAIN**\n**PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE SIGNED SHAREHOLDER. IF YOU RETURN A SIGNED AND DATED PROXY BUT NO DIRECTION IS MADE, YOUR ORDINARY SHARES WILL BE VOTED FOR THE PROPOSALS SET FORTH ABOVE.**\n\nIt is resolved, as an ordinary resolution, that, (i) in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary, the adjournment of such meeting in accordance with the Articles of Association of the Company and Cayman Islands law is hereby approved.\n☐\n☐\n☐"}