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 79, 2024

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 9, 2024, Launch Two Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 23,000,000 units (the “Units”), including the exercise in full by the underwriters of an option to purchase up to 3,000,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration Statement:

● An Underwriting Agreement, dated October 7, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Warrant Agreement, dated October 7, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated October 7, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated October 7, 2024, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement, dated October 7, 2024 (the “Sponsor Private Placement Warrants Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Warrants Purchase Agreement, dated October 7, 2024 (the “Cantor Private Placement Warrants Purchase Agreement”), by and between the Company and Cantor Fitzgerald & Co., a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

● A Letter Agreement, dated October 7, 2024, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated October 7, 2024, by and between the Company and Launchpad Capital Management Company LLC, an affiliate of the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

● Indemnity Agreements, dated October 7, 2024, by and among the Company and each Director and executive officers of the Company, a form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Warrants Purchase Agreements, the Company completed the private sale of an aggregate of 7,075,000 warrants (the “Private Placement Warrants,”) to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per warrant, or $7,075,000 in the aggregate. Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,575,000 Private Placement Warrants. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. The Private Placement Warrants (and underlying securities) are identical to the warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 8, 2024, in connection with the IPO, Lynn Eisenhart, Jeffrey M. Shanahan, and Alfred J. Pierce III (collectively with Jay McEntee, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective October 8, 2024, each of Ms. Eisenhart, Mr. Pierce and Mr. Shanahan was appointed to the Board’s Audit Committee, with Ms. Eisenhart serving as chair of the Audit Committee. Each of Mr. Pierce, Mr. Shanahan and Ms. Eisenhart was appointed to the Board’s Compensation Committee, with Mr. Pierce serving as chair of the Compensation Committee.

On October 7, 2024, the Company entered into indemnity agreements with each of the Directors, Jurgen van de Vyver, the Chief Financial Officer of the Company, and Ryan Gilbert and Shami Patel, the advisors of the Company, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

On October 7, 2024, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on October 7, 2024. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AOn ~~total~~October of9, ~~$231~~2024,~~150,000~~ ofLaunch ~~the~~Two ~~proceeds~~Acquisition ~~from~~Corp. (the ~~IPO~~“Company”) ~~and~~consummated ~~the~~its ~~sale~~initial ofpublic ~~the Private Placement Warrants~~ offering (~~which~~“IPO”) of ~~amount includes $10~~23,~~950~~000,000 ofunits (the ~~underwriter’s deferred discount~~“Units”), ~~was~~including ~~placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company~~3,000,000 ~~acting~~Units asissued ~~trustee. Except~~pursuant ~~with respect~~ to ~~interest earned on~~ the ~~funds~~full inexercise ~~the~~of ~~trust account that may be released to~~ the ~~Company to pay its taxes and for~~underwriters’ ~~winding~~over-allotment upoption. ~~and~~Each ~~dissolution~~Unit ~~expenses,~~consists ~~the~~of ~~funds~~one ~~held~~Class A inordinary ~~the~~share ~~trust account will not be released from the trust account until the earliest~~ of ~~(i)~~ the ~~completion of the~~ Company~~’s initial business combination~~, ~~(ii)~~par ~~the~~value ~~redemption~~$0.0001 ofper ~~the~~share ~~Company’s public shares if it is unable to complete its initial business combination within 24 months from~~ (the ~~closing of the IPO (or by such earlier liquidation~~“Class A ~~date~~Ordinary ~~as the Company’s board of directors may approve~~Shares”), ~~subject to applicable law,~~ and one-half ~~(iii)~~of ~~the~~one ~~redemption~~redeemable warrant of the Company~~’s public~~ ~~shares~~(each, ~~properly~~a ~~submitted in connection~~ “Warrant”), with aeach ~~shareholder~~whole ~~vote~~Warrant toentitling ~~amend~~ the ~~Company’s~~holder ~~Amended~~thereof ~~and Restated Memorandum and Articles of Association~~ to ~~modify~~purchase ~~the~~one ~~substance~~Class A orOrdinary ~~timing~~Share offor ~~its~~$11.50 ~~obligation~~per toshare. ~~redeem~~The ~~100%~~Units ~~of the Company’s public shares if it~~were ~~has~~sold ~~not~~at ~~consummated~~a anprice ~~initial business combination within 24 months from the closing~~ of ~~the~~$10.00 ~~IPO~~per orUnit, ~~with~~generating ~~respect~~gross toproceeds ~~any other material provisions relating~~ to ~~shareholders’~~the ~~rights~~Company orof ~~pre-initial business combination activity~~$230,000,000.

OnSimultaneously ~~October~~with 7,the ~~2024~~closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 7,075,000 ~~issued~~warrants a(the ~~press~~“Private ~~release~~Placement ~~announcing~~Warrants”). 4,500,000 Private Placement Warrants were sold to Launch Two Sponsor LLC, the ~~pricing~~Company’s sponsor, and 2,575,000 Private Placement Warrants were sold to Cantor Fitzgerald & Co. the representative of the underwriters in the IPO, ain ~~copy~~each ofcase ~~which~~at isa ~~attached~~purchase asprice ~~Exhibit~~of ~~99.~~$1.00 toper ~~this~~Private ~~Current~~Placement ~~Report~~Warrant, ongenerating ~~Form~~gross ~~8-K~~proceeds to the Company of $7,075,000.

OnA ~~October~~total 9of $231,150,000, or ~~2024~~$10.05 per Unit, ~~the~~comprised ~~Company issued~~of athe ~~press~~net ~~release~~proceeds ~~announcing~~from the ~~closing~~IPO of(which amount includes the ~~IPO~~underwriter’s deferred discount of $10,950,000) and athe ~~copy~~sale of ~~which~~the isPrivate ~~attached~~Placement asWarrants, ~~Exhibit~~was 99placed in a U.2S.-based totrust ~~this~~account ~~Current~~maintained ~~Report~~by onContinental ~~Form~~Stock ~~8-K~~Transfer & Trust Company, acting as trustee.

~~Item~~An audited balance sheet as of October 9~~.01~~, ~~Financial~~2024 ~~Statements~~reflecting the receipt of the proceeds from the IPO and ~~Exhibits~~the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

~~(d)~~Item 9.01 Financial Statement and Exhibits.

~~The~~(d) ~~following exhibits are being filed herewith:~~Exhibits

Exhibit No.		Description
1.1		Underwriting Agreement, dated October 7, 2024, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters.
99.1		Audited Balance Sheet as of October 9, 2024.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
4.1		Warrant Agreement, dated October 7, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Investment Management Trust Agreement, October 7, 2024, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2		Registration Rights Agreement, dated October 7, 2024, by and among the Company and certain security holders.
10.3		Sponsor Private Placement Warrants Purchase Agreement, dated October 7, 2024, by and between the Company and the Sponsor.
10.4		Cantor Private Placement Warrants Purchase Agreement, dated October 7, 2024, by and between the Company and the Sponsor.
10.5		Letter Agreement, dated October 7, 2024, by and among the Company, its officers, directors, and the Sponsor.
10.6		Administrative Services Agreement, dated July 11, 2024, by and between the Company and Launchpad Capital Management Company LLC.
10.7		Form of Indemnity Agreement
99.1		Press Release, dated October 7, 2024.
99.2		Press Release, dated October 9, 2024.
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.
	By:	/s/ Jay McEntee
		Name:	Jay McEntee
		Title:	Chief Executive Officer
Dated: October 9, 2024
Dated: October 16, 2024

Filing Compare · Launch Two Acquisition Corp.