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Launch Two Acquisition Corp. director Thomas D. Hennessy filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing lists him as a director of LPBB but shows no reported transactions or holdings, serving as a baseline disclosure of his insider status.
Launch Two Acquisition Corp. entered into a Business Combination Agreement to combine with NuCube Energy, Inc. Pursuant to the agreement, NuCube will merge into a SPAC subsidiary after Launch Two re-domiciles to Delaware, and NuCube securityholders will receive SPAC common stock based on a Purchase Price formula and an Exchange Ratio.
The Purchase Price is based on $500,000,000 less certain expenses divided by a $10.82 Reference Price, and there is an earnout of up to 12,575,000 additional SPAC shares if a $18.00 VWAP target is met within three years. Closing is conditioned on regulatory approvals, SPAC and Company shareholder approvals, the effectiveness of an S-4 registration statement and minimum available cash of $75,000,000, among other customary conditions.
Launch Two Acquisition Corp. agreed to merge with NuCube Energy, Inc. in an all‑stock business combination. NuCube shareholders will receive newly issued Launch Two common shares based on a $500,000,000 purchase price divided by a $10.82 reference price, allocated using an exchange ratio tied to fully diluted NuCube shares.
The agreement includes up to 12,575,000 additional earnout shares for NuCube stockholders if the post‑merger stock trades at or above $18.00 for 20 days within any 30‑day period during three years after closing. Closing requires at least $75,000,000 from the trust and transaction financings combined and multiple regulatory and shareholder approvals.
Launch Two will domesticate from Cayman to Delaware, NuCube will become a wholly owned subsidiary, and NuCube’s equity awards and warrants will roll into Launch Two awards. Related agreements cover shareholder support, sponsor support and forfeitures, lock‑ups, a non‑compete for NuCube’s CEO, and amended registration rights.
Launch Two Acquisition Corp. entered into a Business Combination Agreement with NuCube Energy, Inc. on June 25, 2026 to combine the companies. The parties intend to file a registration statement on Form S-4 that will include a proxy statement/prospectus for the proposed business combination.
The filing reiterates customary disclosure items: investors should read the Registration Statement and proxy statement/prospectus when filed, relevant risk factors are described in Launch Two’s IPO prospectus dated October 7, 2024 and its Form 10-K filed March 27, 2026, and the communication includes standard forward-looking statements and related cautionary language.
On June 25, 2026, Launch Two Acquisition Corp. and NuCube Energy, Inc. announced they entered into a Business Combination Agreement to merge the companies and re-domicile Launch Two from the Cayman Islands to Delaware (the Domestication). Following Domestication, a Launch Two subsidiary will merge into NuCube so that NuCube becomes a wholly-owned subsidiary of Launch Two and NuCube common stock will be exchanged for Launch Two common shares pursuant to an Exchange Ratio. The filing also furnishes a press release and an investor presentation to be used in meetings with institutional investors and analysts. Launch Two and NuCube intend to file a Form S-4 registration statement, which will include a proxy statement/prospectus with details and required disclosures about the proposed Business Combination.
Launch Two Acquisition Corp. is entering a definitive business combination with NuCube Energy, Inc. that values NuCube at approximately $500 million in pre-money equity and implies a pro forma enterprise value of about $579 million. The advanced-nuclear company develops factory-built, solid-state microreactors using TRISO fuel and heat-pipe cooling to deliver firm, carbon‑free power and high‑temperature process heat for microgrids, industrial customers and data centers. The deal structure rolls 100% of existing NuCube equity, with NuCube holders expected to own around 73% of the combined company at closing. Transaction funding is expected to include up to roughly $125 million of gross proceeds from a $75 million PIPE and about $50 million of SPAC trust cash, assuming redemptions, leaving up to approximately $104 million of net cash and no debt on the balance sheet. First‑of‑a‑kind deployment of NuCube’s NuSun platform is targeted for 2029, supported by U.S. Department of Energy Launch Pad participation. Closing is targeted for the second half of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Meteora Capital, LLC and Vik Mittal report beneficial ownership of Launch Two Acquisition Corp. Class A common stock totaling 1,401,110 shares, equal to 6.09% of the class. The filing states the shares are held with shared voting and shared dispositive power.
Signature on the amendment is dated 05/15/2026.
Launch Two Acquisition Corp., a SPAC focused on technology and software infrastructure targets, reported net income of $1,954,863 for the three months ended March 31, 2026, driven almost entirely by interest on its IPO trust investments.
General and administrative expenses were $194,528, while interest on cash and marketable securities held in the trust account totaled $2,149,376. The trust held $245,507,612, or $10.67 per public share, as of March 31, 2026, supporting 23,000,000 redeemable Class A ordinary shares.
Outside the trust, the company had cash of $140,717 and working capital of $8,820, highlighting limited funds to run the search process. Management discloses that the mandatory liquidation deadline of October 9, 2026 and current liquidity raise substantial doubt about the company’s ability to continue as a going concern if no business combination is completed.
Launch Two Acquisition Corp. is a Cayman Islands-based special purpose acquisition company formed in 2024 to complete a business combination, with no operating revenues to date and no target yet selected. The company raised $230,000,000 in its IPO on October 9, 2024 by selling 23,000,000 units at $10.00 each, plus $7,075,000 from 7,075,000 private placement warrants.
A total of $231,150,000 from the IPO and private placement was placed in a U.S. trust account invested in short-term U.S. Treasuries, supporting a pro rata redemption value of approximately $10.58 per public share as of December 31, 2025. The company has until October 9, 2026 to complete an initial business combination or redeem all public shares and liquidate, subject to creditor claims. It reports $243,358,236 available for a combination as of December 31, 2025 and approximately $250,079 held outside the trust for working capital.
Public shareholders are granted broad redemption rights in connection with a business combination, extensions, or certain charter amendments, while the sponsor and insiders waive most redemption and liquidation rights on founder shares. The filing highlights key risks, including potential failure to find a suitable target in time, heavy shareholder redemptions, exposure of the trust to creditor claims, negative interest rates reducing trust value, and broader geopolitical and market disruptions that could impair the search for or performance of any acquired business.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of 1,597,699 shares of Launch Two Acquisition Corp. Class A common stock, representing 6.9465% of the class as of 12/31/2025.
The shares are held by funds and managed accounts for which Meteora Capital serves as investment manager, giving the reporting persons shared power to vote and dispose of these shares, and no sole power. They state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.