Launch One Acquisition Corp. filed a Form 8-K on November 9, 2026, disclosing the resignation of Dr. Rodney A. Ferguson from its board of directors effective November 4, 2026, and reporting resulting noncompliance with two Nasdaq listing rules.

Key Highlights

  • Resignation date: Dr. Rodney A. Ferguson resigned from the board of directors, the audit committee, and the compensation committee, effective November 4, 2026.
  • Audit committee noncompliance: Following the resignation, the audit committee has only two members, Mr. Atwood and Mr. Rogers, falling below the three-member minimum required by Nasdaq Listing Rule 5605(c)(2)(A).
  • Majority independence noncompliance: The board is no longer comprised of a majority of independent directors, as required by Nasdaq Listing Rule 5605(b)(1); Nasdaq notified the company of this noncompliance on November 6, 2026.
  • Nasdaq notification on audit committee: Nasdaq notified the company of the audit committee noncompliance on December 6, 2026.
  • Cure periods: The company disclosed it intends to rely on cure periods available under Nasdaq Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A) to regain compliance.
  • No replacement appointed: As of the filing date, no replacement director had been appointed, and the company stated there can be no assurance as to the timing of any such appointment.
  • Reason for resignation: According to the filing, Dr. Ferguson's resignation "was not the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices."

Launch One Acquisition Discloses Dual Nasdaq Listing Noncompliance After Board Departure

Launch One Acquisition Corp. (NASDAQ:LPAA), a Cayman Islands-incorporated special purpose acquisition company based in Oakland, California, filed a current report on November 9, 2026, covering events stemming from the November 4, 2026 resignation of Dr. Rodney A. Ferguson. According to the filing, Dr. Ferguson resigned from the board of directors and from his roles on both the audit committee and the compensation committee, with the resignation taking effect immediately upon notification to the company.

The filing reports two distinct areas of Nasdaq listing noncompliance resulting from the departure. First, the audit committee now consists of only two members, Mr. Atwood and Mr. Rogers, which falls below the three-member requirement under Nasdaq Listing Rule 5605(c)(2)(A). Nasdaq notified the company of this deficiency on December 6, 2026. Second, with Dr. Ferguson's departure, the board no longer maintains a majority of independent directors as required by Nasdaq Listing Rule 5605(b)(1), and Nasdaq notified the company of that noncompliance on November 6, 2026.

The company disclosed that it intends to rely on the cure periods provided under Nasdaq Listing Rules 5605(c)(4)(B) and 5605(b)(1)(A). Under those provisions, as described in the filing, the cure period runs until the earlier of the next annual meeting of shareholders or one year from the event causing noncompliance, with an alternative 180-day window under certain circumstances. The board stated it intends to appoint a new independent director satisfying applicable Nasdaq and Exchange Act requirements prior to the expiration of the cure period, though the filing noted no replacement had been named as of the report date and offered no assurance on timing.

What Was Disclosed

Launch One Acquisition Corp. disclosed the immediate resignation of board member Dr. Rodney A. Ferguson on November 4, 2026, and two resulting Nasdaq listing rule deficiencies related to audit committee composition and board independence, along with the company's intention to use available cure periods.