Launch Two Acquisition Corp. (LPBB) SEC Filings

Launch Two Acquisition Corp. (LPBB) is asking shareholders to approve amendments extending the deadline to complete its initial business combination, including the proposed NuCube Energy transaction, beyond the current October 9, 2026 end of the 24‑month Combination Period, with up to six one‑month extensions through April 9, 2027.

Public shareholders may elect to redeem their Class A ordinary shares in connection with this extension for cash equal to their pro rata share of the funds in the SPAC’s U.S. Trust Account, regardless of how they vote. Shareholders who do not redeem keep the right to vote on, and redeem in connection with, the eventual NuCube business combination or any alternative transaction.

The proxy also seeks to ratify Withum as independent auditor for 2026 and to authorize possible adjournment of the meeting to solicit additional votes. The sponsor owns 5.75 million Class B founder shares and 4.5 million private placement warrants, which expire worthless if no business combination is completed and the SPAC liquidates.

Launch Two Acquisition Corp. (LPBB) reported that its intended merger partner, NuCube Energy, Inc., shared public communications describing its NuSunᵀᴹ nuclear energy concept. NuSunᵀᴹ is presented as a solid-state reactor design using passive heat-pipe cooling and omitting core cooling pumps, pressurizers, and a large pressure vessel.

NuCube states that this architecture is intended to have fewer moving parts and multiple potential energy outputs, including industrial heat, combined heat and power, or electricity via thermophotovoltaic technology. The posts emphasize a goal of simpler, more deployable advanced nuclear systems with fewer components to manufacture, maintain, and operate.

Launch Two Acquisition Corp. (LPBB) filed communications related to its pending business combination with NuCube Energy, Inc. NuCube highlighted on LinkedIn and X that it is developing the NuSunᵀᴹ platform, a factory-built nuclear microreactor intended to provide firm, carbon-free power and high-temperature heat directly at customer sites.

NuCube described its technology as modular and designed to bring energy closer to end users, targeting three core markets: microgrids and remote sites, industrial heat, and data centers or other behind-the-meter energy users. The stated goal is to productize nuclear energy for repeatable deployment.

Launch Two Acquisition Corp. (LPBB), which previously signed a Business Combination Agreement with NuCube Energy, Inc., reports that NuCube has begun a research and development collaboration with Canadian Nuclear Laboratories Ltd. to progress aspects of NuCube’s factory-built microreactor design.

Under the project, CNL will qualify existing experimental data and benchmark computational models for heat pipe performance above 900 degrees Celsius, expanding the validation database that is expected to support NuCube’s licensing pathway. The parties reiterate that a Form S-4 registration statement with a proxy statement/prospectus will be filed for the proposed business combination and that this communication is not an offer or solicitation of securities.

Launch Two Acquisition Corp. (LPBB) arranged new sponsor-backed financing to address a limited year-end cash balance and fund operating and transaction expenses. On August 17, 2026, the company borrowed $848,000 from its sponsor under a Working Capital Promissory Note, with a 10% prepayment penalty and a maturity date tied to the earlier of its initial business combination, winding up, or six months after issuance, subject to paid extensions.

To fund this loan, the sponsor obtained a matching $848,000 non-recourse loan from SRX Global Inc. under a Credit Agreement, secured by a pledge of 2,932,500 Class B founder shares, including 150,000 shares to be transferred to the lender upon a successful business combination and 350,000 shares to be sold to a consultant for business combination advisory services. These arrangements do not directly restrict the company’s actions but increase reliance on sponsor equity and external financing milestones.

Launch Two Acquisition Corp. (LPBB) disclosed that, due to a limited cash balance, it entered into a $848,000 Working Capital Promissory Note with its sponsor, Launch Two Sponsor, LLC, on August 17, 2026. The note carries a 10% prepayment penalty, matures at the earlier of the initial business combination, winding up, or six months after issuance, and can be extended for two months and then three additional months with fees of 1% and 1.5% of outstanding principal added to the loan balance.

The sponsor financed this note via an $848,000 Credit Agreement with SRX Global Inc., securing the loan by pledging 2,932,500 Class B shares (about 51% of its founder shares) as collateral and agreeing to transfer 150,000 Class B shares upon completion of a business combination. The sponsor also agreed to sell 350,000 Class B shares at $0.04 per share to Strategic Capital Advisories for consulting services. These transactions required a waiver under the existing Insider Letter to permit the pledges and transfers, while the credit and pledge agreements bind only the sponsor and not the company.

Launch Two Acquisition Corp., a Cayman Islands SPAC, reported June 30, 2026 assets of $247.8 million, almost entirely cash and marketable securities in its Trust Account of $247.7 million, or $10.77 per each of the 23,000,000 redeemable Class A shares. Operating cash was $23,197 with a working capital deficit of $1.0 million.

For the six months ended June 30, 2026, the company generated net income of $3.1 million, driven by $4.3 million of interest on Trust investments, partially offset by $1.2 million of general and administrative costs. No operating revenues have begun; activities remain limited to pursuing a business combination.

On June 25, 2026, Launch Two signed a Business Combination Agreement with NuCube Energy, Inc. with a base equity Purchase Price of $500 million priced at $10.82 per share, plus an earnout of up to 12,575,000 additional shares if post-closing price targets are met. The SPAC must complete a business combination by October 9, 2026 (the Combination Period) or redeem all public shares, and management discloses that this deadline and limited liquidity raise substantial doubt about its ability to continue as a going concern.

Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of Class A common stock of Launch Two Acquisition Corp.. The reporting group is attributed 249,300 shares of Class A common stock, representing 1.08% of the class as of June 30, 2026.

The shares are held by funds and managed accounts for which Meteora Capital serves as investment manager, with shared voting and dispositive power over all 249,300 shares and no sole voting or dispositive power. The filers state this position represents ownership of 5% or less of the outstanding Class A common stock and clarify that the filing should not be taken as an admission of beneficial ownership for Section 13 purposes.

The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC report beneficial ownership of Class A ordinary shares of Launch Two Acquisition Corp. They report 879,790 shares with shared voting and dispositive power and no sole power, representing 3.8% of the class as of June 30, 2026. The position is reported as ownership of 5 percent or less of the outstanding Class A ordinary shares. The securities are held through Goldman Sachs, a registered broker-dealer and investment adviser, and certain Goldman Sachs operating units disclaim beneficial ownership for client and managed accounts under applicable SEC guidance.