Launch Two extends NuCube merger deadline to Jan. 7, 2027

Q: When is the LPBB and NuCube business combination deadline?

The Outside Date was extended to January 7, 2027, at 5:00 p.m. Eastern time, subject to the agreement’s termination limitations.

Q: What are the terms of NuCube’s Series A-4 financing?

The stated purchase price is $12.779 per share, with a 1:1 conversion ratio and 50% warrant coverage at an exercise price of $15.887 per warrant share. NuCube may enter into the related securities purchase agreements before Closing, subject to the amendment’s financing terms.

The amendment also expands post-closing equity-plan reserves, including a newly required employee stock purchase plan.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Launch Two Acquisition Corp. amended its business combination agreement with NuCube Energy, extending the Outside Date to January 7, 2027, at 5:00 p.m. Eastern time, subject to the agreement’s termination limitations. The amendment permits NuCube to enter into securities purchase agreements before Closing for the issuance and sale of Series A-4 Preferred Stock, on terms substantially similar to and not materially more favorable to investors in the aggregate than those in Appendix A.

The stated terms are $12.779 per share, a 1:1 conversion ratio and 50% warrant coverage at $15.887 per warrant share. The amendment provides that the Series A-4 issuance will not reduce the aggregate merger consideration to be received by NuCube security holders before giving effect to that issuance. It raises Launch Two’s post-closing Incentive Plan reserve from 10% to 12.5% of outstanding shares and requires a new employee stock purchase plan with a reserve equal to 2% of fully diluted equity capitalization after Closing.

Filing Explained

The S-4 covering securities to be issued in the business combination has been filed but is not effective, so those securities cannot yet be sold and offers to buy cannot yet be accepted.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Extended Outside Date: January 7, 2027, at 5:00 p.m. Eastern time Series A-4 Preferred Stock purchase price: $12.779 per share Conversion ratio: 1:1 +4 more

7 metrics

Extended Outside Date January 7, 2027, at 5:00 p.m. Eastern time Subject to the agreement’s termination limitations

Series A-4 Preferred Stock purchase price $12.779 per share Terms for the NuCube Financings

Conversion ratio 1:1 Series A-4 Preferred Stock

Warrant coverage 50% NuCube Financing terms

Warrant exercise price $15.887 per warrant share NuCube Financing terms

Incentive Plan share reserve 10% to 12.5% Of Launch Two’s outstanding shares after giving effect to Closing

Employee stock purchase plan share reserve 2% Of fully diluted equity capitalization after giving effect to Closing

Key Terms

Outside Date, Series A-4 Preferred Stock, conversion ratio, warrant coverage, +1 more

5 terms

Outside Date financial

"extend the Outside Date to January 7, 2027"

An outside date is the final contractual deadline by which a planned deal—such as a merger, acquisition, or financing—must be completed; if the transaction hasn’t closed by that date, parties typically gain the right to walk away or trigger agreed remedies. It matters to investors because it sets a clear timetable for when uncertainty should end, and approaching or missing the outside date can raise the chance of deal failure, renegotiation, or changes to valuation.

Series A-4 Preferred Stock financial

"issuance and sale of a new series of its preferred stock"

conversion ratio financial

"with a 1:1 conversion ratio"

The conversion ratio is the number of common shares an investor receives when a convertible security (like a bond or preferred share) or an exchangeable instrument is turned into ordinary stock. It matters because it tells investors how much ownership or dilution will occur — similar to knowing how many slices you get when you trade in a coupon — and directly affects the value you get from the convertible and the company’s future share count.

warrant coverage financial

"50% warrant coverage at an exercise price"

Warrant coverage is the share of a financing deal that comes with detachable warrants — coupons that let the holder buy company stock at a set price later. Investors get these as a sweetener for taking a risk, because warrants can turn into equity if the stock rises, while existing shareholders face potential dilution when those warrants are exercised.

fully diluted equity capitalization financial

"equal to 2% of the fully diluted equity capitalization"

Total number of common-equity shares that would exist if every security that can be converted into or exercised for common stock were converted or exercised. It starts with basic shares outstanding and adds shares from all convertible instruments — including stock options and warrants, convertible preferred stock, convertible debt, restricted stock units and other rights — using the applicable conversion or exercise assumptions (for example, the if-converted method or the treasury-stock method). Calculation details and which contingent or performance-based awards to include can vary by disclosure practice and accounting rules, so fully diluted capitalization is a measure of potential equity supply rather than a guaranteed share count.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When is the LPBB and NuCube business combination deadline?

The Outside Date was extended to January 7, 2027, at 5:00 p.m. Eastern time, subject to the agreement’s termination limitations.

What are the terms of NuCube’s Series A-4 financing?

The stated purchase price is $12.779 per share, with a 1:1 conversion ratio and 50% warrant coverage at an exercise price of $15.887 per warrant share. NuCube may enter into the related securities purchase agreements before Closing, subject to the amendment’s financing terms.

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

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Available on EDGAR 10/20/2026 - 08:00 AM EDT Accepted by SEC EDGAR 10/20/2026 - 08:00 AM EDT

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): October 19, 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 1.01. Entry into a Material Definitive Agreement.

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 October 19, 2026, Launch Two, NuCube and Merger Sub entered into the Amendment No. 1 to the Business Combination Agreement (the “First Amendment”) to (i) amend Section 7.1(b) of the Business Combination Agreement to extend the Outside Date to January 7, 2027, at 5:00 p.m., Eastern time, subject to the limitations on termination set forth therein, (ii) permit NuCube to enter into securities purchase agreements with investors from time to time prior to the Closing for the issuance and sale of a new series of its preferred stock designated as “Series A-4 Preferred Stock” (such investments, collectively, the “NuCube Financings”), on terms substantially similar to, and not materially more favorable to investors in the aggregate than, the financing terms set forth in Appendix A to the First Amendment, (iii) amend the definition of Fully Diluted Company Shares with the result that the issuance of the Series A-4 Preferred Stock will not reduce the aggregate Merger Consideration to be received by holders of NuCube securities before giving effect to such issuance, (iv) increase the share reserve under the Incentive Plan from 10% to 12.5% of the outstanding shares of Launch Two after giving effect to the Closing, and (v) require Launch Two to establish a new employee stock purchase plan with a share reserve equal to 2% of the fully diluted equity capitalization after giving effect to the Closing. Such financing terms provide for the issuance of Series A-4 Preferred Stock at a purchase price of $12.779 per share, with a 1:1 conversion ratio and 50% warrant coverage at an exercise price of $15.887 per warrant share. The First Amendment further confirms that the NuCube Financings shall constitute Transaction Financings for all purposes under the Business Combination Agreement.

Other than as expressly modified pursuant to the First Amendment, the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Launch Two with the SEC on June 30, 2026, remains in full force and effect as originally executed. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.

Additional Information and Where to Find It

Launch Two and NuCube have filed a Registration Statement on Form S-4 (the “Registration Statement”) 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 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
2.1*		First Amendment to the Business Combination Agreement.
104		Cover Page Interactive Data File (embedded with the Inline XRBL document).

The exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request.

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: October 20, 2026

	Launch Two Acquisition Corp.

	By:	/s/ James J. McEntee
	Name:	James J. McEntee
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Launch Two extends NuCube merger deadline to Jan. 7, 2027

Rhea-AI Filing Summary

Filing Explained

8-K Event Classification

Key Figures

Key Terms

FAQ

When is the LPBB and NuCube business combination deadline?

What are the terms of NuCube’s Series A-4 financing?

Filing Exhibits & Attachments

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