UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION
13 OR 15(d)
OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported): September 15, 2026
Launch Two Acquisition
Corp.
(Exact name of registrant
as specified in its charter)
| Cayman
Islands |
|
001-42306 |
|
98-1801568 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
180 Grand Avenue, Suite 1530
Oakland, CA 94612
(Address of principal executive offices, including
zip code)
Registrant’s
telephone number, including area code: (510) 692-9600
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
LPBBU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
LPBB |
|
The
Nasdaq Stock Market LLC |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share |
|
LPBBW |
|
The
Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
As
previously reported on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”),
on June 30, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC” or “Launch Two”),
entered into a Business Combination Agreement (the “Business Combination Agreement”) with NuCube Energy, Inc., a Delaware
corporation (together with its successors, “NuCube” or the “Company”), Tesseract Merger Sub Inc.,
a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Jay McEntee, in the capacity as the representative,
from and after the Effective Time, for the shareholders of SPAC as of immediately prior to the Effective Time and their successors and
assigns (other than the Company Stockholders) and IdealabAZ, Inc., a Delaware corporation, in the capacity as representative, from and
after the Effective Time, for the Company Stockholders as of immediately prior to the Effective Time. Capitalized terms used herein and
not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement.
On
September 15, 2026, Launch Two and NuCube announced the recent filing by Launch Two and NuCube of a registration statement relating to
the Business Combination on Form S-4 (the “Registration Statement”) with the SEC. A copy of the press release is attached
hereto as Exhibit 99.1 and incorporated herein by reference.
Additional Information
and Where to Find It
Launch
Two and NuCube have filed a Registration Statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus
to SPAC shareholders in connection with SPAC’s solicitations of proxies from its shareholders with respect to the transactions
related to the proposed business combination (the “Business Combination”) among Launch Two, NuCube and Merger
Sub pursuant to the Business Combination Agreement and other matters to be described in the Registration Statement, and a prospectus
relating to the offer of the securities to be issued in connection with the Business Combination. After the Registration Statement is
declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders
of SPAC as of a record date to be established for voting on the Business Combination and will contain important information about the
Business Combination and related matters. Shareholders of SPAC and other interested persons are advised to read, when available, these
materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information
about Launch Two, NuCube and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of
the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge,
at the SEC’s website at www.sec.gov or by directing a request to: Launch Two Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland,
California 94612, Attn: Jay McEntee, Chief Executive Officer. The information contained on, or that may be accessed through, the websites
referenced in this communication in each case is not incorporated by reference into, and is not a part of, this communication.
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 (as defined below). 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 definitive proxy statement/prospectus included in the Registration Statement 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 definitive proxy statement/prospectus and other relevant documents that will be filed with the SEC
carefully and in their entirety as 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
A
registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may
not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective; and this Report 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 CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Forward-Looking
Statements
This
Current Report on Form 8-K 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 Current Report on Form 8-K 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 Current Report on Form 8-K, 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 have filed, or will file, with the SEC.
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) the Registration Statement, which includes a proxy statement/prospectus 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release, dated September 15, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded with the
Inline XRBL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: September 15, 2026
| |
Launch Two Acquisition Corp. |
| |
|
|
| |
By: |
/s/ Jay McEntee |
| |
Name: |
Jay McEntee |
| |
Title: |
Chief Executive Officer |
