Launch Two Acquisition Corp. (LPBB) and NuCube advance SPAC merger with confidential S-4

Rhea-AI Filing Summary

Launch Two Acquisition Corp. and NuCube Energy, Inc. report that Launch Two has confidentially submitted a draft registration statement on Form S-4 to the SEC, with NuCube as co-registrant, for their previously announced Business Combination. The submission includes a preliminary proxy statement/prospectus and has not been declared effective by the SEC.

The Business Combination’s closing will depend on approvals from Launch Two’s shareholders and NuCube’s stockholders and other customary conditions. NuCube is described as an advanced nuclear technology company developing factory-built microreactors, while Launch Two is a special purpose acquisition company formed to complete a business combination.

Key Terms

Business Combination, Form S-4, special purpose acquisition company, microreactors, +1 more

5 terms

Business Combination financial

"in connection with the proposed business combination between NuCube and Launch Two"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Form S-4 regulatory

"confidentially submitted a draft registration statement on Form S-4 to the U.S. SEC"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

special purpose acquisition company financial

"Launch Two Acquisition Corp. ... a special purpose acquisition company"

A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.

microreactors technical

"developing factory-built microreactors that deliver firm, carbon-free electricity"

A microreactor is a very small, factory-built nuclear power unit that produces a few megawatts of electricity or heat, roughly like a compact, modular power plant you could place at a single site. Investors watch them because they promise lower upfront construction risk, faster deployment, and flexible siting compared with large plants, which can change project costs, regulatory hurdles, revenue predictability, and long‑term energy market exposure.

passively safe technical

"supporting a passively safe, walk-away design intended to simplify licensing"

Offering Details

merger

Offering

Offering Type merger

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/04/2026 - 05:31 PM Accepted by SEC EDGAR 08/04/2026 - 05:12 PM Learn about SEC filing dates

FAQ

What did Launch Two Acquisition Corp. (LPBB) and NuCube Energy disclose in this communication?

Launch Two and NuCube disclosed that Launch Two has confidentially submitted a draft Form S-4 registration statement to the SEC with NuCube as co-registrant, in connection with their previously announced Business Combination.

What is the current status of the Form S-4 for Launch Two (LPBB) and NuCube?

Launch Two has confidentially submitted a draft Form S-4 that includes a preliminary proxy statement/prospectus. The filing has not yet been declared effective by the SEC, and further SEC review and revisions are expected.

What approvals are required to complete the Launch Two (LPBB) and NuCube Business Combination?

Completion of the Business Combination requires approval by Launch Two’s shareholders and NuCube’s stockholders, along with other customary closing conditions described in future SEC filings and transaction documents.

How is NuCube Energy described in the Launch Two (LPBB) transaction materials?

NuCube Energy is described as an advanced nuclear technology company developing factory-built microreactors that provide firm, carbon-free electricity and high-temperature process heat using its NuSun™ platform and integrated develop-build-operate model.

Where can Launch Two (LPBB) investors find more information about the NuCube Business Combination?

Investors are directed to review the registration statement on Form S-4, including the proxy statement/prospectus, and other documents that Launch Two and NuCube will file with the SEC’s website at www.sec.gov when they become available.

Does this Launch Two (LPBB) and NuCube announcement constitute an offer to sell securities?

No. The communication explicitly states it does not constitute an offer to sell or a solicitation to buy any securities or solicit any proxy or vote, and any offering would occur only via a proper prospectus or exemption.

Filed by Launch Two Acquisition Corp.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Launch Two Acquisition Corp.

Commission File No.: 001-42306

As previously disclosed, on June 25, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“Launch Two”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with NuCube Energy, Inc., a Delaware corporation (“NuCube”).

On August 4, 2026, NuCube issued the below press release and made the below communication on its LinkedIn account.

 

NUCUBE ENERGY AND LAUNCH TWO ACQUISITION CORP. ANNOUNCE CONFIDENTIAL SUBMISSION OF DRAFT REGISTRATION STATEMENT ON FORM S-4 WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION

IDAHO FALLS, Idaho – Aug. 4, 2026 – NuCube Energy, Inc. (“NuCube”), an advanced-nuclear technology company productizing factory-built microreactors, and Launch Two Acquisition Corp. (NASDAQ: LPBB) (“Launch Two”), a special purpose acquisition company, today jointly announced that Launch Two has confidentially submitted a draft registration statement on Form S-4 to the U.S. Securities and Exchange Commission (“SEC”), with NuCube acting as co-registrant, in connection with the proposed business combination between NuCube and Launch Two. The draft registration statement includes a preliminary proxy statement/prospectus and has not yet been declared effective by the SEC.

The draft registration statement relates to the proposed business combination between Launch Two and NuCube, which was previously announced on June 25, 2026. Closing of the proposed transaction is subject to approval by Launch Two’s shareholders and NuCube’s stockholders, among other customary closing conditions.

Further details regarding the proposed transaction are included in Launch Two’s press release announcing the transaction issued on June 25, 2026, together with its Current Report on Form 8-K filed with the SEC on June 30, 2026.

About NuCube Energy, Inc.

NuCube Energy, Inc. is an advanced nuclear technology company developing factory-built microreactors that deliver firm, carbon-free electricity and high-temperature process heat at the point of use. The Company’s NuSun™ platform is built around a solid-state, heat-pipe-cooled reactor that eliminates the coolant pumps and complex heat exchangers, as well as large pressure vessels found in conventional reactors, supporting a passively safe, walk-away design intended to simplify licensing, lower lifecycle cost and accelerate commercial scaling compared to other advanced nuclear technologies.

NuCube operates an integrated develop-build-operate model spanning site selection and licensing, factory fabrication, fuel procurement, long-life operation, and commercialization through reactor sales, operations-as-a-service, and technology licensing. For more information, visit www.nucube.energy.

About Launch Two Acquisition Corp.

Launch Two Acquisition Corp. (NASDAQ: LPBB) is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, stock purchase, share purchase, reorganization, or similar business combination with one or more businesses.

Additional Information and Where to Find It

In connection with the proposed Business Combination, Launch Two and NuCube intend to file with the SEC a registration statement on Form S-4, (as amended or supplemented from time to time, the “Registration Statement”), which will include a proxy statement/prospectus relating to the proposed business combination. Investors, shareholders, and other interested persons are urged to read the Registration Statement, the proxy statement/prospectus, and all other relevant documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Launch Two, NuCube, and the Business Combination. Investors will be able to obtain free copies of these documents through the website maintained by the SEC at www.sec.gov.

Participants in Solicitation

NuCube and Launch Two and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Launch Two’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests of Launch Two’s directors and officers in the Business Combination in Launch Two’s filings with the SEC, including the IPO Prospectus. To the extent that holdings of Launch Two’s securities have changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Launch Two’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus on Form S-4 for the Business Combination, which will be filed by Launch Two and NuCube with the SEC. Investors, shareholders and other interested persons are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about NuCube and Launch Two through the website maintained by the SEC at www.sec.gov.

No Offer or Solicitation

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any proxy, vote, consent, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and the Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding NuCube, Launch Two, the post-Business Combination company (the “Combined Company”), and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets held by NuCube and by Launch Two, advanced nuclear energy, microreactor deployment, industrial power generation, AI data center energy demand and related energy infrastructure trends, the anticipated business of the Combined Company, NuCube and the markets in which they operate, planned business strategies, including, without limitation, NuCube’s plans to deploy its microreactor technologies to support industrial, manufacturing and data center energy needs, plans and use of proceeds, objectives of management for future operations of NuCube, expected operating costs of the Combined Company and its subsidiaries, the upside potential and opportunity for investors, the Combined Company and NuCube’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level of redemptions of Launch Two’s public shareholders, and the parties’ respective or collective expectations, intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance or that do not solely relate to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions; but this press release may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.

Forward-looking statements are predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of Launch Two’s securities; the risk that the Business Combination may not be completed by Launch Two’s business combination deadline or any extension thereto; the failure by the parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Launch Two’s shareholders; the failure of the Combined Company to obtain or maintain the listing of its securities on the Nasdaq Stock Market or the New York Stock Exchange after closing of the Business Combination; costs related to the Business Combination; changes in business, market, financial, political and regulatory conditions; risks relating to NuCube’s or the Combined Company’s anticipated operations and business, including, without limitation, NuCube’s plans to design, license, commercialize and deploy its microreactor technologies, including the costs, timeline, regulatory approvals and risks associated therewith; risks related to increased competition in the industries in which the Combined Company will operate; risks that after consummation of the Business Combination, the Combined Company may experience difficulties managing its growth, expanding operations, or executing its strategies; risks relating to the licensing, regulatory approval, construction, deployment and operation of advanced nuclear reactor technologies and related energy infrastructure; the outcome of any potential legal proceedings that may be instituted against NuCube, Launch Two, or others following announcement of the Business Combination; and those risk factors discussed in documents that NuCube or Launch Two filed, or will file, with the SEC.

2

The foregoing list of risk factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the (i) final prospectus of Launch Two dated as of October 7, 2024 and filed by Launch Two with the SEC on October 8, 2024 (the “IPO Prospectus”), (ii) the annual report on Form 10-K filed by Launch Two with the SEC on March 27, 2026, (iii) a registration statement on Form S-4 that Launch Two and NuCube intend to file in connection with the Business Combination, which will include a proxy statement of Launch Two, and other documents filed or to be filed by Launch Two and NuCube from time to time with the SEC. These materials do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that neither Launch Two nor NuCube presently knows or that Launch Two and NuCube currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the parties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. None of the parties nor any of their representatives gives any assurance that any of Launch Two, NuCube, or the Combined Company will achieve its expectations.

Investor Relations Contact:

Gateway Group

Georg Venturatos, Patrick Hall

949-574-3860

NuCube@gateway-grp.com

Media Relations Contact:

NuCube Energy

media@nucube.energy

Gateway Group

Zach Kadletz

949-574-3860

NuCube@gateway-grp.com

3

NuCube LinkedIn Post Text:

Today marks an important milestone in NuCube Energy’s journey to advance the future of nuclear energy.

NuCube and Launch Two Acquisition Corp. (Nasdaq: LPBB) today jointly announced that Launch Two has confidentially submitted a draft Registration Statement on Form S-4 to the U.S. Securities and Exchange Commission (“SEC”), with NuCube acting as co-registrant – another key step forward in our previously announced proposed business combination. The draft registration statement includes a preliminary proxy statement/prospectus and has not yet been declared effective by the SEC.

This milestone brings us closer to our goal of becoming a publicly listed company and accelerating the deployment of our factory-built microreactor technology to deliver firm, carbon-free power and high-temperature process heat.

As demand grows for secure, scalable energy solutions, NuCube remains focused on advancing its first-of-a-kind deployment and scaling a reactor platform designed for next-generation nuclear technology, supporting energy security and industrial decarbonization.

Read more in the announcement below: <Link to Press Release>

4