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.
Barclays PLC reports its beneficial ownership in Launch Two Acquisition- CL A Class A common stock. As of June 30, 2026, Barclays reports beneficial ownership of 1,144,279 shares, representing 4.97% of the outstanding Class A common stock.
All of these shares are reported with sole voting power and sole dispositive power, with no shared voting or dispositive power. The ownership is reported by Barclays PLC as a parent holding company, with Barclays Bank PLC identified as the subsidiary that acquired the securities. The position is characterized as ownership of 5 percent or less of the class.
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.
Launch Two Acquisition Corp. and NuCube Energy highlight a new memorandum of understanding between NuCube and Alaska Fund to create NuAlaska, a joint initiative to develop, own and operate turnkey advanced nuclear projects in Alaska. The effort pairs NuCube’s NuSun-1 micro-modular reactor with Alaska Fund’s Alaska-focused financing mission.
NuAlaska targets remote communities and industrial sites where electricity and heat are currently costly and logistically complex, leveraging NuSun-1’s design to provide power and heat for up to 25 years without refueling. NuCube and Alaska Fund plan to negotiate a definitive joint venture structure, seek additional partners where appropriate, and engage stakeholders including local communities, the U.S. Department of Energy and government representatives. Separately, NuCube has entered into a business combination agreement with Launch Two, after which the combined company is expected to be listed on Nasdaq or NYSE, subject to satisfaction of listing and closing conditions.
Launch Two Acquisition Corp. director Thomas D. Hennessy filed an initial Form 3, which is a statement of beneficial ownership for insiders. This filing lists him as a director of LPBB but shows no reported transactions or holdings, serving as a baseline disclosure of his insider status.
Launch Two Acquisition Corp. entered into a Business Combination Agreement to combine with NuCube Energy, Inc. Pursuant to the agreement, NuCube will merge into a SPAC subsidiary after Launch Two re-domiciles to Delaware, and NuCube securityholders will receive SPAC common stock based on a Purchase Price formula and an Exchange Ratio.
The Purchase Price is based on $500,000,000 less certain expenses divided by a $10.82 Reference Price, and there is an earnout of up to 12,575,000 additional SPAC shares if a $18.00 VWAP target is met within three years. Closing is conditioned on regulatory approvals, SPAC and Company shareholder approvals, the effectiveness of an S-4 registration statement and minimum available cash of $75,000,000, among other customary conditions.
Launch Two Acquisition Corp. agreed to merge with NuCube Energy, Inc. in an all‑stock business combination. NuCube shareholders will receive newly issued Launch Two common shares based on a $500,000,000 purchase price divided by a $10.82 reference price, allocated using an exchange ratio tied to fully diluted NuCube shares.
The agreement includes up to 12,575,000 additional earnout shares for NuCube stockholders if the post‑merger stock trades at or above $18.00 for 20 days within any 30‑day period during three years after closing. Closing requires at least $75,000,000 from the trust and transaction financings combined and multiple regulatory and shareholder approvals.
Launch Two will domesticate from Cayman to Delaware, NuCube will become a wholly owned subsidiary, and NuCube’s equity awards and warrants will roll into Launch Two awards. Related agreements cover shareholder support, sponsor support and forfeitures, lock‑ups, a non‑compete for NuCube’s CEO, and amended registration rights.