Launch Two Acquisition Corp. entered into a Business Combination Agreement with NuCube Energy, Inc. on June 25, 2026 to combine the companies. The parties intend to file a registration statement on Form S-4 that will include a proxy statement/prospectus for the proposed business combination.
The filing reiterates customary disclosure items: investors should read the Registration Statement and proxy statement/prospectus when filed, relevant risk factors are described in Launch Two’s IPO prospectus dated October 7, 2024 and its Form 10-K filed March 27, 2026, and the communication includes standard forward-looking statements and related cautionary language.
On June 25, 2026, Launch Two Acquisition Corp. and NuCube Energy, Inc. announced they entered into a Business Combination Agreement to merge the companies and re-domicile Launch Two from the Cayman Islands to Delaware (the Domestication). Following Domestication, a Launch Two subsidiary will merge into NuCube so that NuCube becomes a wholly-owned subsidiary of Launch Two and NuCube common stock will be exchanged for Launch Two common shares pursuant to an Exchange Ratio. The filing also furnishes a press release and an investor presentation to be used in meetings with institutional investors and analysts. Launch Two and NuCube intend to file a Form S-4 registration statement, which will include a proxy statement/prospectus with details and required disclosures about the proposed Business Combination.
Launch Two Acquisition Corp. is entering a definitive business combination with NuCube Energy, Inc. that values NuCube at approximately $500 million in pre-money equity and implies a pro forma enterprise value of about $579 million. The advanced-nuclear company develops factory-built, solid-state microreactors using TRISO fuel and heat-pipe cooling to deliver firm, carbon‑free power and high‑temperature process heat for microgrids, industrial customers and data centers. The deal structure rolls 100% of existing NuCube equity, with NuCube holders expected to own around 73% of the combined company at closing. Transaction funding is expected to include up to roughly $125 million of gross proceeds from a $75 million PIPE and about $50 million of SPAC trust cash, assuming redemptions, leaving up to approximately $104 million of net cash and no debt on the balance sheet. First‑of‑a‑kind deployment of NuCube’s NuSun platform is targeted for 2029, supported by U.S. Department of Energy Launch Pad participation. Closing is targeted for the second half of 2026, subject to shareholder and regulatory approvals and other customary conditions.
Meteora Capital, LLC and Vik Mittal report beneficial ownership of Launch Two Acquisition Corp. Class A common stock totaling 1,401,110 shares, equal to 6.09% of the class. The filing states the shares are held with shared voting and shared dispositive power.
Signature on the amendment is dated 05/15/2026.
Launch Two Acquisition Corp., a SPAC focused on technology and software infrastructure targets, reported net income of $1,954,863 for the three months ended March 31, 2026, driven almost entirely by interest on its IPO trust investments.
General and administrative expenses were $194,528, while interest on cash and marketable securities held in the trust account totaled $2,149,376. The trust held $245,507,612, or $10.67 per public share, as of March 31, 2026, supporting 23,000,000 redeemable Class A ordinary shares.
Outside the trust, the company had cash of $140,717 and working capital of $8,820, highlighting limited funds to run the search process. Management discloses that the mandatory liquidation deadline of October 9, 2026 and current liquidity raise substantial doubt about the company’s ability to continue as a going concern if no business combination is completed.
Launch Two Acquisition Corp. is a Cayman Islands-based special purpose acquisition company formed in 2024 to complete a business combination, with no operating revenues to date and no target yet selected. The company raised $230,000,000 in its IPO on October 9, 2024 by selling 23,000,000 units at $10.00 each, plus $7,075,000 from 7,075,000 private placement warrants.
A total of $231,150,000 from the IPO and private placement was placed in a U.S. trust account invested in short-term U.S. Treasuries, supporting a pro rata redemption value of approximately $10.58 per public share as of December 31, 2025. The company has until October 9, 2026 to complete an initial business combination or redeem all public shares and liquidate, subject to creditor claims. It reports $243,358,236 available for a combination as of December 31, 2025 and approximately $250,079 held outside the trust for working capital.
Public shareholders are granted broad redemption rights in connection with a business combination, extensions, or certain charter amendments, while the sponsor and insiders waive most redemption and liquidation rights on founder shares. The filing highlights key risks, including potential failure to find a suitable target in time, heavy shareholder redemptions, exposure of the trust to creditor claims, negative interest rates reducing trust value, and broader geopolitical and market disruptions that could impair the search for or performance of any acquired business.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of 1,597,699 shares of Launch Two Acquisition Corp. Class A common stock, representing 6.9465% of the class as of 12/31/2025.
The shares are held by funds and managed accounts for which Meteora Capital serves as investment manager, giving the reporting persons shared power to vote and dispose of these shares, and no sole power. They state the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the company.
Barclays PLC has filed a Schedule 13G reporting beneficial ownership of shares in Launch Two Acquisition – Class A common stock. Barclays reports owning 1,158,089 common shares, representing 5.03% of the class as of the event date 12/31/2025.
Barclays has sole power to vote and dispose of all 1,158,089 shares and no shared voting or dispositive power. The filing identifies Barclays Bank PLC as the relevant subsidiary. Barclays certifies the position was acquired and is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
The Bank of Nova Scotia has filed an amended Schedule 13G reporting its beneficial ownership of Class A ordinary shares of Launch Two Acquisition Corp. The filing shows that the bank beneficially owns 31,400 Class A shares, representing 0.14% of this class. All of these shares are reported with sole voting and sole dispositive power, with no shared power reported.
The Bank of Nova Scotia makes this filing in its capacity as a parent holding company under the applicable beneficial ownership rules and confirms that it holds 5 percent or less of the class. The filing also includes a certification that the foreign regulatory scheme applicable to The Bank of Nova Scotia is substantially comparable to that of functionally equivalent U.S. institutions.
Launch Two Acquisition Corp. (LPBB) filed its Q3 2025 report, showing SPAC-stage operations with interest-driven profits and a standard timeline to complete a merger. Net income was $2.27 million for the quarter and $6.85 million year-to-date, primarily from $2.53 million quarterly and $7.47 million YTD interest on the trust. General and administrative costs were $238,860 for the quarter.
The trust held $241,011,789 as of September 30, 2025, equal to $10.48 per public share. Cash outside the trust was $500,596 with a working capital surplus of $489,299. A deferred underwriting fee of $10,950,000 remains payable upon a successful business combination.
The company has until October 9, 2026 to complete a business combination. Management disclosed substantial doubt about going concern due to limited liquidity and the mandatory liquidation deadline if no merger occurs within the combination period. As of November 13, 2025, there were 23,000,000 Class A and 5,750,000 Class B shares outstanding.