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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 8, 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.
On
October 8, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), held an extraordinary
general meeting in lieu of an annual general meeting of shareholders (the “Meeting” or “EGM”). The
final prospectus filed with the U.S. Securities and Exchange Commission by the Company on October 7, 2024 and the Company’s amended
and restated memorandum and articles of association (as amended and currently in effect, the “Articles”) provided that
the Company initially had until October 9, 2026 (the date that was 24 months after the consummation of the Company’s initial public
offering on October 9, 2024 (the “IPO”)) to complete a merger, amalgamation, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”, and
such period, the “Combination Period”). On October 8, 2026, at the Meeting, the Company’s shareholders approved,
among other things, an amendment to the Articles (the “Extension Amendment”) to extend the end of the Combination Period
on a monthly basis, up to six (6) times, from October 9, 2026 to April 9, 2027, or such earlier date as determined by the Company’s
board of directors (the “Board”).
In connection with the Meeting,
the Company entered into agreements (collectively, the “Non-Redemption Agreements”) with a number of shareholders of
the Company (each, an “Investor”) in exchange for such Investors agreeing (i) not to redeem (or to validly rescind
any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by proxy) in favor of the Extension
Amendment, with respect to an aggregate of 4,481,851 of the Company’s Class A ordinary shares, par value $0.0001 per share (the
“Class A Ordinary Shares”) and, such shares subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”),
at the Meeting.
In exchange for the
foregoing commitments by the Investors, Launch Two Sponsor LLC (the “Sponsor”) has agreed to transfer to such
Investors an aggregate of 256,061 Class A Ordinary Shares of the Company held by the Sponsor per month, for each month of the
extension of the Combination Period from October 9, 2026 until April 9, 2027, as needed, with such shares to be transferred upon the
closing of the Company’s initial business combination. Such transfer is conditional on, among other matters, (i) such
Investors not exercising (or having validly rescinded any prior exercise of) their redemption rights with respect to the
Non-Redeemed Shares in connection with the EGM, (ii) such Investors voting or consenting in favor of the Extension Amendment
Proposal at the EGM and (iii) the Extension Amendment being approved at the EGM.
Each Non-Redemption Agreement
shall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension Amendment at the EGM,
(ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation or dissolution of the
Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise by an Investor of its
redemption rights with respect to the Non-Redeemed Shares or the failure by such Investor to vote in favor of the Extension Amendment
at the EGM.
The Non-Redemption Agreements
were intended to increase the likelihood of the Extension Amendment being approved by the Company’s shareholders at the EGM and
were intended to increase the amount of funds that remain in the Company’s trust account established in connection with the Company’s
initial public offering following the EGM.
The foregoing summary of the
Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
Item 5.03 Amendments to Certificate of Incorporation
or Bylaws; Change in Fiscal Year.
Under
the law of the Cayman Islands, upon approval of the Extension Amendment Proposal (as defined below) by the affirmative vote of a majority
of at least two-thirds (2/3) of the votes cast by the holders of the Company’s (i) Class A Ordinary Shares, and (ii) Class B ordinary
shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and together with the Class A Ordinary Shares,
the “Ordinary Shares”) voting as a single class, who, being entitled to do so, voted in person (including shareholders
who voted online) or by proxy at the Meeting, the Extension Amendment became effective.
The
foregoing description of the Extension Amendment is qualified in its entirety by reference to the Extension Amendment, a copy of which
is filed hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission
of Matters to a Vote of Security Holders.
At
the Meeting, the Company’s shareholders were presented with proposals to approve, by way of special resolution, the Extension Amendment
to extend the date by which the Company must consummate a Business Combination on a monthly basis, up to six (6) times, from October 9,
2026 to April 9, 2027, or such earlier date as determined by the Board (the “Extension Amendment Proposal”).
Also
at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection
by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and together with the Extension Amendment
Proposal, the “Proposals”).
The
Extension Amendment Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 21,221,691 |
|
2,558,191 |
|
0 |
|
0 |
The
Auditor Ratification Proposal was approved with the following vote from the holders of the Ordinary Shares:
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 23,647,778 |
|
2,558,145 |
|
0 |
|
0 |
A
proposal to adjourn the Meeting, by way of ordinary resolution, to a later date or dates or indefinitely, if necessary, to permit further
solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of
any of the Proposals was not presented because there were enough votes to approve the Proposals.
In
connection with the Meeting, the holders of 18,322,071 Class A Ordinary Shares included as part of the units in the IPO (the “Public
Shares”) properly exercised their right to redeem such shares for cash at a redemption price of approximately $10.84 per share,
for an aggregate redemption amount of approximately $198.6 million (the “Meeting Redemptions”). Following the Meeting
Redemptions, there are 4,677,929 Public Shares currently issued and outstanding.
The
Meeting was held, in part, to satisfy the annual meeting requirement pursuant to Listing Rule 5620(a) (the “Rule”)
of The Nasdaq Stock Market LLC. Pursuant to the Rule, the Company was required to hold its first annual meeting of shareholders on or
prior to December 31, 2026. Because the Meeting did not technically constitute an “annual general meeting” under Cayman Islands
law, the terms of the Company’s Class I directors did not expire at the Meeting.
In
addition, on October 8, 2026, the Company filed with the Cayman Islands Registrar of Companies a notice of the special resolution amending
the Articles. Under Cayman Islands law, the amendment to the Articles took effect upon approval of the Extension Amendment.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Amendment to the Company’s Amended and Restated Memorandum and Articles of Association. |
| 10.1 |
|
Form of Non-Redemption Agreement. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL 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.
| |
LAUNCH TWO ACQUISITION CORP. |
| |
|
|
| Date: October 9, 2026 |
By: |
/s/ James J. McEntee |
| |
|
Name: James J. McEntee |
| |
|
Title: Chief Executive Officer |
