UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~quarter~~quarterly period ended ~~September~~March 3031, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42306

Launch Two Acquisition Corp.

(Exact Name of Registrant as Specified in Its Charter)

Cayman Islands		98-1801568
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

180 Grand Avenue Suite 1530 Oakland CA		94612
(Address of principal executive offices)		(Zip Code)

(510) 692-9600

(Issuer’s telephone number)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November~~May 1813, ~~2024~~2025, there were 23,000,000 Class A ordinary shares, $0.0001 par value and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding.

LAUNCH TWO ACQUISITION CORP.

FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~ 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1. Interim Financial Statements		1
Condensed Balance Sheet as of September 30, 2024 (Unaudited)		1
Condensed Balance Sheets as of March 31, 2025 (Unaudited) and December 31, 2024		1
Condensed Statements of Operations for the Three Months Ended September 30, 2024 and for the Period from May 13, 2024 (Inception) Through September 30, 2024 (Unaudited)		2
Condensed Statements of Operations for the Three Months Ended March 31, 2025 (Unaudited)		2
Condensed Statements of Changes in Shareholder’s Deficit for the Three Months Ended September 30, 2024 and for the Period from May 13, 2024 (Inception) Through September 30, 2024 (Unaudited)		3
Condensed Statements of Changes in Shareholder’s Deficit for the Three Months Ended March 31, 2025 (Unaudited)		3
Condensed Statement of Cash Flows for the Period from May 13, 2024 (Inception) Through September 30, 2024 (Unaudited)		4
Condensed Statements of Cash Flows for the Three Months Ended March 31, 2025 (Unaudited)		4
Notes to Condensed Financial Statements (Unaudited)		5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		1617
Item 3. Quantitative and Qualitative Disclosures About Market Risk		1820
Item 4. Controls and Procedures		1820
Part II. Other Information
Item 1. Legal Proceedings		1921
Item 1A. Risk Factors		1921
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		1922
Item 3. Defaults Upon Senior Securities		1922
Item 4. Mine Safety Disclosures		1922
Item 5. Other Information		1922
Item 6. Exhibits		2023
Part III. Signatures		2124

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

LAUNCH TWO ACQUISITION CORP.

CONDENSED BALANCE ~~SHEET~~SHEETS

SEPTEMBER 30, 2024

	March 31,
	2025			December 31,
	(Unaudited)			2024
ASSETS
Current assets
Cash	$	820,654		$	935,701
Prepaid expenses		192,284			195,909
Total Current assets		1,012,938			1,131,610
Long-term prepaid insurance		47,500			71,250
Cash and marketable securities held in Trust Account		235,961,864			233,538,339
TOTAL ASSETS	$	237,022,302		$	234,741,199
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	81,387		$	16,136
Accrued offering costs		75,000			75,000
Total Current liabilities		156,387			91,136
Deferred underwriting fee payable		10,950,000			10,950,000
TOTAL LIABILITIES		11,106,387			11,041,136

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $10.26 and $10.15 per share at March 31, 2025 and December 31, 2024, respectively		235,961,864			233,538,339

SHAREHOLDERS’ DEFICIT

Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued and outstanding at March 31, 2025 and December 31, 2024 (excluding 23,000,000 shares subject to possible redemption), respectively		—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		575			575
Additional paid-in capital		—			—
Accumulated deficit		(10,046,524	)		(9,838,851	)
TOTAL SHAREHOLDERS’ DEFICIT		(10,045,949	)		(9,838,276	)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	237,022,302		$	234,741,199

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

Assets
Current assets - prepaid expenses	$	34,603
Deferred offering costs		494,336
Total Assets	$	528,939
Liabilities and Shareholder’s Deficit
Current liabilities
Accrued offering costs	$	216,160
Due to related party		42,923
Promissory note - related party		300,000
Total current liabilities		559,083
Total Liabilities		559,083
Commitments and Contingencies (Note 6)
Shareholder’s Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 5,750,000 shares issued and outstanding(1)		575
Additional paid-in capital		24,425
Accumulated deficit		(55,144	)
Total Shareholder’s Deficit		(30,144	)
Total Liabilities and Shareholder’s Deficit	$	528,939

~~(1)~~LAUNCH ~~Includes~~TWO anACQUISITION ~~aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5)~~CORP. On October 9, 2024, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

~~The accompanying~~CONDENSED ~~notes~~STATEMENTS ~~are~~OF ~~an integral part of the unaudited condensed financial statements.~~OPERATIONS

1 FOR THE THREE MONTHS ENDED MARCH 31, 2025

~~LAUNCH TWO ACQUISITION CORP.~~(UNAUDITED)

CONDENSED STATEMENTS OF OPERATIONS


General and administrative costs	$	207,897
Loss from operations		(207,897	)

Other income:
Interest earned on Bank Account		224
Unrealized gain on marketable securities held in Trust Account		2,423,525
Total other income		2,423,749

Net income	$	2,215,852

Weighted average shares outstanding of Class A redeemable ordinary shares		23,000,000
Basic and diluted net income per ordinary share, Class A redeemable ordinary shares	$	0.08
Weighted average shares outstanding of Class B non-redeemable ordinary shares		5,750,000
Basic and diluted net income per ordinary share, Class B non-redeemable ordinary shares	$	0.08

~~(UNAUDITED)~~The accompanying notes are an integral part of the unaudited condensed financial statements.

	For the Three Months Ended September 30,			For the Period from May 13, 2024 (Inception) Through September 30,
	2024			2024
General and administrative costs	$	16,084		$	55,144
Loss from operations		(16,084	)		(55,144	)
Net loss	$	(16,084	)	$	(55,144	)
Weighted average shares outstanding, Class B ordinary shares(1)		5,000,000			5,000,000
Basic and diluted net loss per share, Class B ordinary shares	$	(0.00	)	$	(0.01	)

~~(1)~~LAUNCH ~~Excludes~~TWO anACQUISITION ~~aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5)~~CORP. On October 9, 2024, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.

~~The accompanying~~CONDENSED ~~notes~~STATEMENT ~~are~~OF anCHANGES ~~integral~~IN ~~part of the unaudited condensed financial statements.~~SHAREHOLDERS’ DEFICIT

2 FOR THE THREE MONTHS ENDED MARCH 31, 2025

~~LAUNCH TWO ACQUISITION CORP.~~(UNAUDITED)

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDER’S DEFICIT

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance – December 31, 2024		—	$	—		5,750,000	$	575	$	—	$	(9,838,851	)	$	(9,838,276	)

Accretion for Class A ordinary shares to redemption value		—		—		—		—		—		(2,423,525	)		(2,423,525	)

Net income		—		—		—		—		—		2,215,852			2,215,852

Balance – March 31, 2025		—	$	—		5,750,000	$	575	$	—	$	(10,046,524	)	$	(10,045,949	)

~~(UNAUDITED)~~ The accompanying notes are an integral part of the unaudited condensed financial statements.

~~FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024 AND FOR THE PERIOD FROM MAY 13, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024~~3

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholder’s
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — May 13, 2024 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Class B ordinary shares issued to Sponsor(1)		—		—		5,750,000		575		24,425		—			25,000
Net loss		—		—		—		—		—		(39,060	)		(39,060	)
Balance – June 30, 2024		—		—		5,750,000		575		24,425		(39,060	)		(14,060	)
Net loss		—		—		—		—		—		(16,084	)		(16,084	)
Balance – September 30, 2024		—	$	—		5,750,000	$	575	$	24,425	$	(55,144	)	$	(30,144	)

LAUNCH TWO ACQUISITION CORP.

~~(1)~~CONDENSED ~~Includes~~STATEMENT anOF ~~aggregate~~CASH of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On October 9, 2024, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.FLOWS

~~The accompanying~~FOR ~~notes~~THE ~~are~~THREE anMONTHS ~~integral~~ENDED ~~part~~MARCH of31, ~~the~~2025 ~~unaudited condensed financial statements.~~

3 (UNAUDITED)

LAUNCH TWO ACQUISITION CORP.

Cash flows from operating activities:
Net income	$	2,215,852
Adjustments to reconcile net income to net cash used in operating activities:
Unrealized gain on marketable securities held in Trust Account		(2,423,525	)
Changes in operating assets and liabilities:
Prepaid expenses		3,625
Long-term prepaid insurance		23,750
Accrued expenses		65,251
Net cash used in operating activities		(115,047	)

Net Change in Cash		(115,047	)
Cash, Beginning of period		935,701
Cash, End of period	$	820,654

~~CONDENSED~~The accompanying notes are an integral part of ~~STATEMENT~~the OFunaudited ~~CASH~~condensed ~~FLOWS~~financial statements.

~~FOR THE PERIOD FROM MAY 13, 2024 (INCEPTION) THROUGH SEPTEMBER 30, 2024~~4

~~(UNAUDITED)~~LAUNCH TWO ACQUISITION CORP.

Cash flows from operating activities:
Net loss	$	(55,144	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of expenses through promissory note – related party		48,700
General and administrative costs applied to prepaids contributed by Sponsor through promissory note – related party		5,106
Changes in operating assets and liabilities:
Prepaid expenses		1,338
Net cash used in operating activities		—
Net change in cash		—
Cash, beginning of the period		—
Cash, end of the period	$	—
Supplemental disclosure of cash flow information:
Deferred costs included in accrued offering costs	$	216,160
Deferred offering costs contributed by Sponsor through promissory note – related party	$	253,176
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Prepaid services contributed by Sponsor through the promissory note – related party	$	53,440

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~The accompanying~~MARCH ~~notes~~31, ~~are an integral part of the unaudited condensed financial statements.~~ 2025

4 (Unaudited)

~~LAUNCH TWO~~NOTE ~~ACQUISITION CORP~~1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

~~NOTES~~Launch Two Acquisition Corp. (the “Company”) TOis ~~CONDENSED~~a ~~FINANCIAL~~blank ~~STATEMENTS~~check company incorporated as a Cayman Islands exempted corporation on May 13, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). As of March 31, 2025, the Company had not selected any specific Business Combination target.

~~SEPTEMBER~~As of March 31, 2025, the Company had not commenced 30any operations. All activities for the period from May 13, 2024 (inception) through March 31, 2025 related to the Company’s formation, and since the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering (~~Unaudited~~the “IPO Registration Statement”) was declared effective on October 7, 2024. On October 9, 2024, the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), which included the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000, which is described in Note 3.

~~NOTE~~Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 7,075,000 warrants (the “Private Placement Warrants”) at a price of $1.00 ~~DESCRIPTION~~per OFPrivate ~~ORGANIZATION~~Placement ~~AND~~Warrant, ~~BUSINESS~~in ~~OPERATIONS~~a private placement to the Company’s sponsor, Launch Two Sponsor LLC (the “Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $7,075,000, which is described in Note 4.

~~Launch Two~~Additionally, ~~Acquisition~~at ~~Corp. (~~the ~~“Company”)~~closing isof athe ~~blank~~Initial ~~check company incorporated as a Cayman Islands exempted corporation~~Public Offering on ~~May 13~~October 9, 2024., ~~The~~the Company ~~was~~paid ~~incorporated~~the ~~for~~underwriters the ~~purpose~~cash ofunderwriting ~~effecting~~discount aof ~~merger,~~2.0% ~~amalgamation,~~of ~~share~~gross ~~exchange,~~proceeds ~~asset~~of ~~acquisition,~~the Initial ~~share~~Public ~~purchase~~Offering, ~~reorganization~~ or ~~similar~~$4,000,000 ~~business~~in ~~combination with one or more businesses (~~the ~~“Business Combination”)~~aggregate.

~~As of~~Transaction ~~September~~costs ~~30,~~amounted ~~2024,~~to ~~the Company had not commenced any operations. All activity for the period from May 13~~$15,615,485, ~~2024 (inception) through~~consisting ~~September~~of 30$4, ~~2024 relates to the Company’s formation and the initial public offering (“Initial Public Offering”)~~000, ~~which~~000 ~~is described below. The Company will not generate any operating revenues until after the completion~~ of ~~its~~cash ~~initial~~underwriting ~~Business~~fee, ~~Combination~~$10, at950,000 ~~the~~of ~~earliest.~~deferred ~~The~~underwriting ~~Company~~fee ~~will~~and ~~generate~~$665,485 ~~non-operating income in the form~~ of ~~interest~~other ~~income~~offering ~~on investments from the proceeds derived from the Initial Public Offering~~costs. ~~The Company has selected December 31 as its fiscal year end.~~

The ~~registration~~ ~~statement for the~~ Company’s ~~Initial~~management ~~Public~~has ~~Offering~~broad ~~was declared effective on October 7, 2024. On October 9, 2024,~~discretion ~~the Company consummated the Initial Public Offering of 23,000,000 units (the “Units” and,~~ with respect to the ~~shares~~specific application of ~~Class A ordinary shares included in~~ the ~~Units~~net ~~being~~proceeds ~~offered,~~of the “Initial Public ~~Shares”),~~Offering ~~which~~and ~~includes~~ the ~~full~~Private ~~exercise~~Placement byWarrants, ~~the underwriters~~although ofsubstantially ~~their~~all ~~over-allotment~~of ~~option in~~ the ~~amount~~net ofproceeds ~~3,000,000~~are ~~Units,~~intended atto ~~$10.00~~be ~~per~~generally ~~Unit,~~applied ~~generating~~toward ~~gross~~consummating ~~proceeds~~a ofBusiness ~~$230,000,000,~~Combination ~~which~~(less deferred isunderwriting ~~described in Note 3~~commissions).

~~Simultaneously~~The Company’s Business Combination must be with ~~the~~one ~~closing~~or more target businesses that together have a fair market value equal to at least 80% of the ~~Initial~~net ~~Public~~balance ~~Offering,~~in the ~~Company~~Trust ~~consummated~~Account (as defined below) (excluding the ~~sale~~amount of andeferred ~~aggregate~~underwriting ofdiscounts ~~7,075,000~~held ~~warrants~~and (taxes payable on the ~~“Private Placement~~income ~~Warrants”~~earned on the Trust Account) at athe ~~price~~time of ~~$1.00~~the ~~per~~signing ~~Private~~an ~~Placement~~agreement ~~Warrant,~~to inenter into a ~~private~~Business ~~placement~~Combination. toHowever, the Company’s ~~sponsor, Launch~~will ~~Two~~only ~~Sponsor~~complete ~~LLC~~a (Business Combination if the ~~“Sponsor”),~~post-Business ~~and~~Combination ~~Cantor~~company ~~Fitzgerald~~owns &or ~~Co.,~~acquires ~~the~~50% ~~representative~~or more of the ~~underwriters~~outstanding voting securities of the ~~Initial~~target ~~Public~~or ~~Offering,~~otherwise ~~generating~~acquires ~~gross~~a ~~proceeds~~controlling ofinterest $7in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,~~075,000,~~ ~~which~~as amended (the “Investment Company Act”). There is ~~described~~no inassurance ~~Note~~that the 4Company will be able to successfully effect a Business Combination.

~~Transaction costs~~Following ~~amounted~~the toclosing ~~$15~~of the Initial Public Offering,~~615~~ on October 9,~~485~~ 2024, ~~consisting~~an amount of $4231,~~000~~150,000 ($10.05 per Unit) from the net proceeds of ~~cash~~the ~~underwriting~~sale ~~fee~~of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), ~~$10~~with Continental Stock Transfer & Trust Company acting as trustee,~~950~~ and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act,~~000~~ which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of ~~deferred~~all ~~underwriting~~factors ~~fee~~related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and ~~$665~~instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes,~~485~~ if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other ~~offering~~material ~~costs~~provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting commissions).5

~~The Company’s~~LAUNCH ~~Business~~TWO ~~Combination~~ACQUISITION must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business CombinationCORP. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

~~Following the~~NOTES ~~closing~~TO ofCONDENSED ~~the~~FINANCIAL Initial Public Offering, on October 9, 2024, an amount of $231,150,000 ($10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.STATEMENTS

5 MARCH 31, 2025

~~LAUNCH TWO ACQUISITION CORP.~~(Unaudited)

~~NOTES~~The Company will provide the Company’s TOpublic ~~CONDENSED~~shareholders ~~FINANCIAL~~with ~~STATEMENTS~~the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. At of March 31, 2025, the amount in the Trust Account was $10.25 per Public Share.

~~SEPTEMBER~~The ordinary shares subject to redemption were 30recorded at a redemption value and classified as temporary equity at the completion of the Initial Public Offering, ~~2024~~in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company has only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days after the Completion Window, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (~~Unaudited~~less taxes payable and up to $100,000 of interest to pay dissolution expenses) , divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered ~~Company~~Into ~~will~~a ~~provide~~letter agreement with the Company’s, ~~public~~pursuant ~~shareholders~~to ~~with~~which ~~the~~they ~~opportunity~~have agreed to ~~redeem~~(i) waive ~~all~~their orredemption arights ~~portion~~with ofrespect to their ~~public~~founder shares, ~~upon~~ private placement shares, and Public Shares in connection with the completion of the initial Business Combination ~~either~~ ; (iii) waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with a ~~general~~shareholder ~~meeting~~vote ~~called~~ to approve an amendment to the ~~initial Business~~Company’s ~~Combination~~amended orand restated memorandum and articles of association; (iiiii) ~~without~~waive their arights ~~shareholder~~to ~~vote~~liquidating bydistributions ~~means~~from ofthe aTrust ~~tender~~Account ~~offer.~~with ~~The~~respect ~~decision~~to astheir tofounder ~~whether~~shares ~~the~~or ~~Company~~private ~~will~~placement shares if ~~seek~~the ~~shareholder~~Company ~~approval~~fails ofto acomplete ~~proposed~~the initial Business Combination orwithin ~~conduct~~the aCompletion ~~tender~~Window, ~~offer~~although they will be ~~made~~entitled byto liquidating distributions from the ~~Company,~~Trust ~~solely~~Account ~~in its~~with ~~discretion.~~respect ~~The~~to ~~public~~any ~~shareholders~~Public ~~will~~Shares bethey ~~entitled~~hold toif ~~redeem~~the ~~their~~Company ~~shares~~fails atto acomplete ~~per-share~~the ~~price,~~initial ~~payable~~Business Combination inwithin ~~cash,~~the ~~equal~~Completion toWindow ~~the~~and ~~aggregate amount~~to ~~then~~liquidating ondistributions ~~deposit~~from inassets outside the Trust Account; ~~calculated~~and ~~as of two~~(iv) ~~business days~~vote ~~prior~~any founder toshares ~~the~~and ~~consummation~~private ofplacement ~~the~~shares ~~initial~~held ~~Business Combination,~~by ~~including~~them ~~interest~~and ~~earned~~any onPublic ~~the~~Shares ~~funds~~purchased ~~held~~during inor after the ~~Trust~~Initial ~~Account~~Public Offering (~~less~~including ~~taxes~~in ~~payable),~~open ~~divided~~market byand ~~the~~privately ~~number~~negotiated oftransactions, ~~then~~aside ~~outstanding public~~from shares, ~~subject~~they tomay ~~the~~purchase ~~limitations.~~in Atcompliance with the ~~closing~~ requirements of Rule 14e-5 under the ~~Initial~~Securities ~~Public~~Exchange Act ~~Offering~~of 1934, as amended (the ~~amount~~“Exchange Act”), which would not be voted in favor of approving the ~~Trust~~Business ~~Account~~Combination) ~~was~~in ~~$10.05 per~~favor ~~public~~of ~~share~~the initial Business Combination.

The Company’s Sponsor has agreed that it ~~ordinary~~is ~~shares~~liable ~~subject~~to the Company if and to ~~redemption~~the ~~were~~extent ~~recorded~~any atclaims by a ~~redemption~~third ~~value~~party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per public share and ~~classified~~(ii) the actual amount per public share held in the Trust Account as ~~temporary~~of ~~equity~~the atdate of the ~~completion~~liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, inincluding ~~accordance~~liabilities ~~with~~under ~~Financial~~the ~~Accounting~~Securities ~~Standards~~Act of 1933, as ~~Board~~amended (the “~~FASB~~Securities Act”). ~~Accounting~~However, ~~Standards~~the ~~Codification~~Company has not asked the Sponsor to reserve for such indemnification obligations, ~~(“ASC”)~~nor ~~Topic 480~~has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, ~~“Distinguishing~~the ~~Liabilities~~Company ~~from~~cannot ~~Equity~~assure that the Sponsor would be able to satisfy those obligations.”

~~The Company~~Liquidity will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days after the Completion Window, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and upCapital to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.Resources

~~The Sponsor,~~As ~~officers~~of ~~and~~March ~~directors~~31, ~~have~~2025, ~~entered into a letter agreement with~~ the Company, ~~pursuant~~had ~~to which they have agreed to (i) waive~~operating ~~their~~cash ~~redemption~~of ~~rights~~$820,654 ~~with respect to their founder shares~~ and ~~public~~working ~~shares~~capital insurplus ~~connection with the completion~~ of ~~the~~$856,551. ~~initial~~The ~~Business Combination;~~Company ~~(ii) waive~~intends ~~their redemption rights with respect~~ to ~~their~~use ~~founder shares and public shares in connection with a shareholder vote to approve an amendment to~~ the ~~Company’s~~funds ~~amended~~held ~~and~~outside ~~restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from~~ the Trust Account ~~with respect~~ primarily to ~~their~~identify ~~founder~~and ~~shares~~evaluate iftarget ~~the~~businesses, ~~Company~~perform ~~fails~~business todue ~~complete~~diligence ~~the initial~~on ~~Business~~prospective ~~Combination~~target ~~within the Completion Window~~businesses, ~~although~~travel ~~they will be entitled~~ to ~~liquidating~~and ~~distributions~~ from the ~~Trust~~offices, ~~Account~~plants ~~with~~or ~~respect~~similar tolocations ~~any~~of ~~public~~prospective ~~shares~~target ~~they~~businesses ~~hold~~or iftheir ~~the~~representatives Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or ~~after~~owners, ~~the~~review ~~Initial~~corporate ~~Public~~documents ~~Offering (including in open market~~ and ~~privately negotiated transactions,~~material ~~aside~~agreements ~~from shares they may purchase in compliance with the requirements~~ of ~~Rule 14e-5~~prospective ~~under~~target ~~the Securities Exchange Act of 1934~~businesses, asand ~~amended (the “Exchange Act”)~~structure, ~~which~~negotiate ~~would~~and ~~not~~complete bea ~~voted in favor of approving the~~ Business Combination~~) in favor of the initial Business Combination~~.

~~The Company’s~~In ~~Sponsor~~connection ~~has~~with ~~agreed that it will be liable to~~ the Company’s ifassessment of ~~and~~going toconcern ~~the~~considerations ~~extent~~in ~~any~~accordance ~~claims~~with byASC a205-40, ~~third~~“Going ~~party~~Concern,” ~~for~~as ~~services rendered~~of orMarch ~~products~~31, ~~sold to the Company~~2025, ~~or a prospective target business with which~~ the Company ~~has~~does ~~entered into a written letter of~~not ~~intent,~~believe ~~confidentiality~~it orwill ~~other~~need ~~similar~~to ~~agreement~~raise oradditional ~~Business Combination agreement, reduce the amount of~~ funds in ~~the~~order ~~Trust Account~~ to ~~below~~meet the ~~lesser~~expenditures ofrequired ~~(i) $10.05~~for ~~per~~operating ~~public~~its ~~share~~business. ~~and~~However, ~~(ii) the~~if ~~actual amount per public share held in~~ the ~~Trust Account as~~ ofCompany’s ~~the~~estimate ~~date~~ of the ~~liquidation~~costs of ~~the~~identifying ~~Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by~~ a ~~third party or prospective~~ target business, ~~who~~undertaking ~~executed a~~in-depth ~~waiver~~due ofdiligence ~~any~~ and ~~all~~negotiating ~~rights~~a toBusiness Combination ~~the~~are ~~monies~~less ~~held~~than in the ~~Trust~~actual ~~Account~~amount ~~(whether~~necessary ~~or not such waiver is enforceable) nor will it apply~~ to ~~any~~do ~~claims~~so, ~~under~~ the Company’s ~~indemnity~~may ofhave ~~the~~insufficient ~~underwriters~~funds ofavailable ~~the~~to ~~Initial~~operate ~~Public~~its ~~Offering against certain liabilities, including~~business ~~liabilities~~prior ~~under~~to ~~the~~its ~~Securities~~Business ~~Act of 1933, as amended (the “Securities Act”)~~Combination. ~~However~~Moreover, the Company ~~has~~may ~~not~~need ~~asked the~~to ~~Sponsor~~obtain toadditional ~~reserve~~financing ~~for~~either ~~such~~to ~~indemnification~~complete ~~obligations,~~its ~~nor~~Business ~~has~~Combination or because the Company ~~independently~~may ~~verified~~become ~~whether~~obligated ~~the~~to ~~Sponsor~~redeem ~~has~~a ~~sufficient funds~~significant tonumber ~~satisfy~~of its ~~indemnity~~Public ~~obligations~~Shares ~~and~~upon ~~the~~consummation ~~Company~~of ~~believes~~its ~~that~~Business ~~the~~Combination, in ~~Sponsor’s~~which ~~only~~case ~~assets are securities of~~ the Company~~. Therefore,~~ ~~the~~may ~~Company~~issue ~~cannot~~additional ~~assure~~securities ~~that~~or ~~the~~incur ~~Sponsor~~debt ~~would~~in beconnection ~~able~~with tosuch ~~satisfy~~Business ~~those obligations~~Combination.

LAUNCH TWO ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2024~~2025

(Unaudited)

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in unaudited condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s ~~prospectus~~Annual ~~for its Initial Public Offering as filed with the SEC on October 8, 2024, as well as the Company’s Current~~ Report on Form 810-K, as filed with the SEC on ~~October~~March 1625, 2025 (the “2024 Annual Report”). The interim results for the three months ended ~~September~~March 3031, ~~2024 and for the period from May 13~~2025, ~~2024 (inception) through September 30, 2024,~~ are not necessarily indicative of the results to be expected for the year ending December 31, ~~2024~~2025 or for any future periods.

~~Liquidity~~Emerging Growth Company

~~In connection~~The ~~with the~~ Company’s ~~assessment~~is ofan ~~going~~“emerging ~~concern~~growth ~~considerations~~company,” as defined in ~~accordance~~Section 2(a) of ~~with~~the ~~ASC~~Securities ~~205-40~~Act, ~~“Going Concern,”~~ as ofmodified ~~September~~by ~~30,~~the ~~2024,~~Jumpstart ~~the~~Our ~~Company~~Business ~~does~~Startups ~~not~~Act of 2012 (the ~~have~~“JOBS ~~sufficient~~Act”), ~~liquidity~~and toit ~~meet~~may ~~its~~take ~~current~~advantage ~~obligations.~~of ~~However,~~certain ~~management~~exemptions ~~has~~from ~~determined that~~various ~~the~~reporting ~~Company~~requirements ~~has~~that ~~access~~are applicable to ~~funds~~other ~~from~~public ~~Sponsor~~companies ~~(or~~that ~~its~~are ~~affiliates)~~not ~~and~~emerging ~~following~~growth ~~October~~companies 9including, ~~2024~~but ~~(including~~not ~~following~~limited ~~the~~to, ~~consummation of~~not ~~the~~being ~~Company’s~~required ~~offering),~~to ~~together~~comply with the auditor ~~promissory~~attestation ~~note~~requirements ~~(see~~of ~~Note~~Section 404 5)of ~~that~~the ~~are~~Sarbanes-Oxley ~~sufficient~~Act toof ~~fund~~2002, ~~the~~reduced ~~working~~disclosure ~~capital~~obligations ~~needs~~regarding executive ofcompensation ~~the~~in ~~Company~~its ~~until~~periodic ~~the~~reports ~~earlier~~and ofproxy ~~the~~statements, ~~consummation~~and ofexemptions from the ~~Initial~~requirements ~~Public~~of ~~Offering~~holding or a ~~minimum~~nonbinding ofadvisory ~~one~~vote on ~~year~~executive ~~from~~compensation ~~the~~and ~~date~~shareholder ofapproval ~~issuance~~ of ~~these~~any ~~unaudited~~golden ~~condensed~~parachute ~~financial~~payments ~~statements~~not previously approved.

~~Emerging~~Further, Section 102(b)(1) of the JOBS ~~Growth~~Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~The Company~~Use ~~is an “emerging growth company,” as defined in Section 2(a)~~ of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Estimates

~~Further, Section 102(b)(1)~~ The preparation of the ~~JOBS~~unaudited ~~Act~~condensed ~~exempts emerging growth companies from being required to comply with new or revised~~ financial ~~accounting standards until private companies (that is, those that have not had a Securities Act registration~~ statement ~~declared~~in ~~effective or~~conformity dowith ~~not~~U.S. ~~have~~GAAP arequires ~~class of securities registered under~~ the ~~Exchange~~Company’s ~~Act)~~management ~~are required~~ to ~~comply~~make ~~with~~estimates ~~the~~and ~~new~~assumptions orthat ~~revised~~affect ~~financial~~the ~~accounting~~reported ~~standards.~~amounts ~~The JOBS Act provides that a company can elect to opt out~~ of ~~the~~assets ~~extended~~and ~~transition~~liabilities ~~period~~ and ~~comply~~disclosure ~~with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out~~ of ~~such~~ ~~extended~~contingent ~~transition~~assets ~~period, which means that when a standard is issued or revised~~ and itliabilities ~~has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard~~ at the ~~time~~date ~~private companies adopt the new or revised standard. This may make comparison~~ of the ~~Company’s~~unaudited ~~financial~~condensed ~~statements with another public company which~~financial isstatement ~~neither~~and anthe ~~emerging~~reported ~~growth~~amounts ~~company nor an emerging growth company which has opted out~~ of ~~using~~revenues ~~the~~and ~~extended~~expenses ~~transition~~during ~~period difficult or impossible because of~~ the ~~potential~~reporting ~~differences in accounting standards used~~period.

7 Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

~~LAUNCH TWO~~Cash ~~ACQUISITION~~and ~~CORP.~~Cash Equivalents

~~NOTES~~The Company considers all short-term investments TOwith ~~CONDENSED~~an ~~FINANCIAL~~original ~~STATEMENTS~~maturity of three months or less when purchased to be cash equivalents. The Company had $820,654 and $935,701 in cash and no cash equivalents as of March 31, 2025 and December 31, 2024, respectively.

~~SEPTEMBER 30,~~Cash ~~2024~~and Investments Held in Trust Account

~~(Unaudited)~~ At March 31, 2025 and December 31, 2024, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. The marketable securities are presented at fair value on the balance sheet. Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held in Trust Account in the condensed statement of operations. For the three months ended March 31, 2025, the Company did not withdraw any interest earned on the Trust Account.

~~Use of Estimates~~7

~~The preparation~~LAUNCH ofTWO ~~the~~ACQUISITION unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of revenues and expenses during the reporting periodCORP.

~~Making estimates~~NOTES ~~requires~~TO ~~management~~CONDENSED toFINANCIAL exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.STATEMENTS

~~Deferred Offering~~MARCH ~~Costs~~31, 2025

The Company complies with the requirements of FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ordinary shares. Offering costs allocated to the Class A ordinary shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.(Unaudited)

~~Concentration of~~Offering ~~Credit Risk~~Costs

~~Financial instruments~~The ~~that~~Company ~~potentially~~complies ~~subject~~with the ~~Company~~requirements toof FASB ~~concentrations~~ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of ~~credit~~Offering.” ~~risk~~Offering costs consist principally of aprofessional ~~cash~~and ~~account~~registration infees athat ~~financial~~are ~~institution~~related to the Initial Public Offering. FASB ASC 470-20, “Debt ~~which,~~with atConversion ~~times,~~and ~~may~~Other ~~exceed~~Options,” addresses the ~~Federal~~allocation ~~Deposit~~of ~~Insurance~~proceeds ~~Corporation~~from ~~coverage~~the ~~limit~~issuance of ~~$250,000~~convertible debt into its equity and debt components. ~~Any~~The ~~loss~~Company ~~incurred~~applies orthis aguidance ~~lack~~to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of ~~access~~the warrants and then to ~~such~~the ~~funds~~Class A ~~could~~ordinary ~~have~~shares. aOffering ~~significant~~costs ~~adverse~~allocated ~~impact~~to onthe Public Shares were charged to temporary equity and offering costs allocated to the ~~Company’s~~Public ~~financial~~and ~~condition,~~Private ~~results~~Placement ofWarrants ~~operations,~~were charged to shareholders’ deficit as Public and ~~cash~~Private ~~flows~~Placement Warrants after management’s evaluation were accounted for under equity treatment.

~~Fair Value~~Concentration of ~~Financial~~Credit ~~Instruments~~Risk

~~The fair~~Financial ~~value~~instruments ofthat potentially subject the Company’s ~~assets~~to ~~and~~concentrations ~~liabilities,~~of ~~which~~credit ~~qualify~~risk asconsist ~~financial~~of ~~instruments~~a ~~under~~cash ~~FASB~~account ~~ASC Topic~~in ~~820~~a financial institution, ~~“Fair~~which, at times, may exceed the Federal ~~Value~~Deposit ~~Measurements~~Insurance ~~and~~Corporation ~~Disclosures~~coverage limit of $250,”000. ~~approximates~~Any ~~the~~loss ~~carrying~~incurred ~~amounts~~or ~~represented~~a inlack of access to such funds could have a significant adverse impact on the ~~condensed~~Company’s ~~balance~~financial ~~sheet~~condition, ~~primarily~~results ~~due to~~of ~~its~~operations, ~~short-term~~and ~~nature~~cash flows.

~~Income Taxes~~Fair Value of Financial Instruments

The ~~Company~~ ~~accounts~~fair ~~for~~value ~~income~~of ~~taxes~~the ~~under~~Company’s ~~FASB~~assets and ~~ASC Topic 740~~liabilities, ~~“Income Taxes,”~~ which ~~requires~~qualify anas ~~asset and liability approach to~~ financial ~~accounting~~instruments ~~and~~under ~~reporting~~FASB ~~for~~ASC Topic ~~income~~820, ~~taxes.~~“Fair ~~Deferred~~Value ~~income~~Measurements ~~tax assets~~ and ~~liabilities are computed for differences between~~Disclosures,” approximates the ~~financial~~carrying ~~statements and tax bases of assets and liabilities that will result in future taxable or deductible~~ amounts, ~~based~~represented ~~on enacted tax laws and rates applicable to the periods~~ in ~~which~~ the ~~differences~~condensed ~~are~~balance ~~expected to affect taxable income. Valuation allowances are established~~sheets, ~~when~~primarily ~~necessary,~~due to ~~reduce~~its ~~deferred~~short-term ~~tax assets to the amount expected to be realized~~nature.

~~ASC Topic 740~~Income prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.Taxes

The Company isaccounts ~~considered~~for toincome betaxes anunder ~~exempted~~FASB ASC ~~Cayman~~Topic 740, ~~Islands~~“Income ~~company~~Taxes,” ~~with~~which norequires ~~connection~~an asset and liability approach to ~~any~~financial ~~other~~accounting ~~taxable~~and ~~jurisdiction~~reporting for income taxes. Deferred income tax assets and isliabilities ~~presently~~are computed for differences between the unaudited condensed financial statement ~~not~~and ~~subject~~tax tobases ~~income~~of ~~taxes~~assets and liabilities that will result in future taxable or ~~income~~deductible amounts, based on enacted tax ~~filing~~laws ~~requirements~~and inrates applicable to the ~~Cayman~~periods ~~Islands~~in orwhich the ~~United States~~differences are expected to affect taxable income. AsValuation ~~such,~~allowances ~~the~~are ~~Company’s~~established, when ~~tax~~necessary, ~~provision~~to ~~was~~reduce ~~zero~~deferred ~~for~~tax assets to the ~~periods~~amount ~~presented~~expected to be realized.

8ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2025 and December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

~~LAUNCH~~The Company is considered to be an exempted Cayman ~~TWO~~Islands ~~ACQUISITION~~company ~~CORP~~with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

~~NOTES TO~~Warrant ~~CONDENSED FINANCIAL STATEMENTS~~Instruments

~~SEPTEMBER~~The Company accounted for 11,500,000 Public and 307,075,000 ~~2024~~Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and recorded the warrant instruments under equity treatment at fair value. Such guidance provides that the warrants described above were not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

~~(Unaudited)~~ 8

~~Warrant Instruments~~LAUNCH TWO ACQUISITION CORP.

~~The Company~~NOTES ~~accounts~~TO ~~for~~CONDENSED ~~the~~FINANCIAL redeemable warrants to public investors (the “Public Warrants”) and the Private Placement Warrants in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. Equity-classified contracts are initially measured at fair value (or allocated value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815. There were no Public Warrants or Private Placement Warrants currently outstanding as of September 30, 2024.STATEMENTS

~~Net Loss~~MARCH ~~per~~31, ~~Ordinary Share~~2025

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters. At September 30, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.(Unaudited)

~~Recent Accounting~~Class ~~Pronouncements~~A Ordinary Shares Subject to Possible Redemption

~~Management~~The Public Shares contain a redemption feature ~~does~~which ~~not~~allows ~~believe~~for ~~that~~the ~~any~~redemption ~~recently~~of ~~issued~~such Public Shares in connection with the Company’s liquidation, ~~but~~or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with FASB ASC Topic 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not ~~effective~~solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. At closing of the Initial Public Offering, the ~~accounting~~Company ~~standards~~recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, ifas ~~currently~~of ~~adopted~~March 31, ~~would~~2025 ~~have~~and aDecember ~~material~~31, ~~effect~~2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary onequity, outside of the shareholders’ deficit section of the Company’s ~~unaudited~~balance ~~condensed~~sheets. ~~financial~~As ~~statements.~~of March 31, 2025 and December 31, 2024, the Class A ordinary shares subject to possible redemption reflected in the balance sheets are reconciled in the following table:

NOTE 3. INITIAL PUBLIC OFFERING

Gross proceeds	$	230,000,000
Less:
Proceeds allocated to Public Warrants		(805,000	)
Class A ordinary shares issuance costs		(15,541,040	)
Plus:
Accretion of carrying value to redemption value		19,884,379
Class A ordinary shares subject to possible redemption, December 31, 2024	$	233,538,339
Plus:
Accretion of carrying value to redemption value		2,423,525
Class A ordinary shares subject to possible redemption, March 31, 2025	$	235,961,864

~~Public Units~~Net Income per Ordinary Share

~~Pursuant to~~Net ~~the~~income ~~Initial~~per ~~Public~~ordinary ~~Offering,~~share onis ~~October~~computed ~~9, 2024, the Company sold 23,000,000 Units, which includes the full exercise~~ by ~~the underwriters~~ ofdividing ~~their~~net ~~over-allotment~~income ~~option~~by in the ~~amount~~weighted ofaverage ~~3,000,000~~number ~~Units, at a purchase price~~ of ~~$10.00 per Unit. Each Unit consists of one Class A~~ ordinary ~~share,~~shares ~~and~~outstanding ~~one-half~~during ~~of one redeemable warrant. Each whole warrant entitles~~ the ~~holder~~period, toexcluding ~~purchase one Class A~~ ordinary ~~share at~~shares ~~a price of $11.50 per share,~~ subject to ~~adjustment~~forfeiture. ~~Each~~Weighted ~~warrant~~average ~~will~~shares ~~become~~were ~~exercisable~~reduced 30for ~~days after~~ the ~~completion~~effect of ~~the~~an ~~initial Business~~aggregate ~~Combination~~of ~~and~~750,000 ~~will~~ordinary ~~expire~~shares ~~five~~that ~~years~~would ~~after~~have ~~the~~been ~~completion~~subject to offorfeiture had the ~~initial~~over-allotment ~~Business~~option ~~Combination,~~not orbeen ~~earlier~~exercised ~~upon~~by ~~redemption or~~the ~~liquidation~~underwriters.

~~Warrants~~ The table below presents a reconciliation of the numerator used to compute basic and diluted net income per ordinary share:

As of September 30, 2024, there were no warrants outstanding. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

	For the Three Months Ended March 31, 2025
	Class A		Class B
Basic and diluted net income per ordinary share:
Numerator:
Allocation of net income	$	1,772,682	$	443,170
Denominator:
Basic weighted average ordinary shares outstanding		23,000,000		5,750,000
Basic and diluted net income per ordinary share	$	0.08	$	0.08

~~The~~Recent ~~Company~~Accounting will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.Pronouncements

9 Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement.

~~LAUNCH TWO ACQUISITION CORP.~~9

~~NOTES TO~~LAUNCH ~~CONDENSED~~TWO ~~FINANCIAL~~ACQUISITION ~~STATEMENTS~~CORP.

~~SEPTEMBER 30,~~NOTES ~~2024~~TO CONDENSED FINANCIAL STATEMENTS

~~(Unaudited)~~ MARCH 31, 2025

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (~~60th~~Unaudited) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

IfNOTE the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares issuable upon exercise of the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value3. ~~The~~INITIAL ~~“fair~~PUBLIC market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.OFFERING

~~Redemption of~~Public ~~Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:~~Units

~~Once~~Pursuant to the Initial Public Offering, on October 9, 2024, the ~~warrants~~Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable, 30 days after the ~~Company~~completion ~~may~~of ~~redeem~~the initial Business Combination and will expire five years after the ~~Public~~completion ~~Warrants:~~of the initial Business Combination, or earlier upon redemption or liquidation.

~~● in whole and not in part;~~Warrants

●As of March 31. 2025 and December 31, 2024, there were 18,575,000 warrants outstanding, including 11,500,000 Public Warrants and 7,075,000 Private Placement Warrants. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $011.0150 per ~~warrant;~~share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

●The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants is then effective and a ~~minimum~~prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A ordinary share upon exercise of 30a ~~days’~~warrant ~~prior~~unless ~~written~~the ~~notice~~Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of ~~redemption~~the (state of residence of the ~~“30-day~~registered ~~redemption~~holder ~~period”);~~of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

●Under ifthe terms of the warrant agreement, ~~and~~the Company ~~only~~has ifagreed that, as soon as practicable, but in no event later than 20 business days after the closing ~~price~~ of its Business Combination, it will use commercially reasonable efforts to file with the ~~Class~~SEC Aa post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares ~~equals~~issuable orupon ~~exceeds~~exercise ~~$18.00~~of ~~per~~the ~~share~~warrants ~~(as~~and ~~adjusted~~thereafter ~~for~~will ~~adjustments~~use its commercially reasonable efforts to cause the ~~number~~same to ofbecome effective within 60 business days following the Company’s initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise orof the ~~exercise~~warrants ~~price~~until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the ~~for~~Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any 20exercise of ~~trading~~a ~~days~~warrant ~~within~~not listed on a ~~30-trading~~national ~~day~~securities ~~period~~exchange ~~commencing~~such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at ~~least~~its 30option, ~~days~~require ~~after~~holders ~~completion~~of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company’s ~~initial~~so ~~business~~elects, ~~combination~~the Company will not be required to file or maintain in effect a registration statement, and ~~ending~~in ~~three~~the ~~business~~event ~~days~~the Company ~~before~~does not so elect, the Company ~~sends~~will use its commercially reasonable efforts to register or qualify the ~~notice~~shares ofunder ~~redemption~~applicable blue sky laws to the ~~warrant~~extent ~~holders~~an exemption is not available.

~~Additionally, if~~If the ~~number~~holders ofexercise ~~outstanding~~their ~~Class A~~public ~~ordinary~~warrants on ~~shares is increased by~~ a ~~share~~cashless ~~capitalization payable in Class A ordinary shares~~basis, or bythey awould ~~subdivision of~~pay ~~ordinary~~the ~~shares~~warrant orexercise ~~other~~price ~~similar~~by ~~event,~~surrendering ~~then, on~~ the ~~effective~~warrants ~~date~~for ofthat ~~such share capitalization, subdivision or similar event, the~~ number of Class A ~~ordinary shares issuable upon exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares.~~ A ~~rights offering made to all or substantially all holders of~~ ordinary shares ~~entitling~~ ~~holders~~equal to ~~purchase Class A ordinary shares at a price less than~~ the ~~fair~~quotient ~~market~~obtained ~~value~~by ~~will~~dividing be(x) ~~deemed a share capitalization of a number of Class A ordinary shares equal to~~ the product of ~~(i)~~ the number of Class A ordinary shares ~~actually sold in such rights offering (or~~ issuable ~~under~~upon ~~any~~exercise ~~other~~of ~~equity~~the ~~securities~~warrants, multiplied ~~sold~~by inthe ~~such~~excess ~~rights~~of ~~offering~~the ~~that~~“fair ~~are~~market ~~convertible~~value” ~~into~~of orthe ~~exercisable for~~ Class A ordinary shares) ~~and~~over ~~(ii)~~ the ~~quotient~~exercise price of ~~(x)~~ the ~~price per Class A ordinary share paid in such rights~~warrants ~~offering~~by ~~and~~ (y) the fair market value. ~~For~~The ~~these~~“fair ~~purposes~~market ~~(i) if~~value” ~~the rights offering~~ is ~~for~~the ~~securities~~average ~~convertible~~reported ~~into~~closing ~~or exercisable~~price ~~for~~of ~~Class A ordinary shares, in determining~~ the ~~price payable for~~ Class A ordinary shares~~, there will be taken~~ ~~into account any consideration received~~ for ~~such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means~~ the ~~volume~~10 ~~weighted~~trading ~~average~~days ~~price~~ending ofon ~~Class A ordinary shares as reported during~~ the ~~ten~~third ~~(10)~~ trading ~~day period~~ ~~ending on the trading~~ day prior to the ~~first~~ date on which the ~~Class A~~notice ~~ordinary~~of ~~shares~~exercise ~~trade~~is onreceived by the ~~applicable~~warrant ~~exchange~~agent or inon which the ~~applicable~~notice ~~market,~~of ~~regular~~redemption ~~way,~~is ~~without~~sent to the ~~right~~holders toof ~~receive~~warrants, ~~such~~as ~~rights~~applicable.

LAUNCH TWO ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2024~~2025

(Unaudited)

~~NOTE~~Redemption of Warrants When the Price 4per Class A Ordinary Share Equals or Exceeds $18.00: ~~PRIVATE~~The ~~PLACEMENT~~Company may redeem the outstanding warrants:

~~Simultaneously with~~Once the ~~closing~~warrants ofbecome ~~the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 7,075,000 Private Placement Warrants, each~~ exercisable ~~to purchase one Class A ordinary share at $11.50 per share~~, ~~at a price of $1.00 per Private Placement Warrant, or $7,075,000 in~~ the ~~aggregate. Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement~~Company ~~Warrants~~may ~~and~~redeem ~~Cantor Fitzgerald & Co. purchased 2,575,000 Private Placement Warrants. Each whole warrant entitles~~ the ~~registered~~Public ~~holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.~~Warrants:

~~The Private~~● ~~Placement Warrants are identical to the Public Warrants sold~~ in ~~the~~whole Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and ~~(iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will~~ not ~~be exercisable more than five years from the commencement of sales~~ in ~~this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).~~part;

~~The Sponsor,~~● ~~officers~~at ~~and directors have entered into~~ a ~~letter~~price ~~agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion~~ of ~~the~~$0.01 ~~initial~~per ~~Business Combination~~warrant; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

11 ● upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

~~LAUNCH TWO~~● ~~ACQUISITION~~if, ~~CORP~~and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

~~NOTES~~Additionally, if the number of outstanding Class A TOordinary ~~CONDENSED~~shares ~~FINANCIAL~~is ~~STATEMENTS~~increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ordinary shares issuable upon exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

~~SEPTEMBER~~On November 27, 2024, the company announced that, 30commencing on November 29, 2024, the holders of the units, each Unit consisting of one Class A ordinary share and one-half of the warrant, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “LPBB” and “LPBBW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

~~(Unaudited)~~ NOTE 4. PRIVATE PLACEMENT

~~NOTE~~Simultaneously with the closing of the Initial 5Public Offering, the Sponsor and Cantor Fitzgerald & Co. ~~RELATED~~purchased ~~PARTY~~an ~~TRANSACTIONS~~aggregate of 7,075,000 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of $1.00 per Private Placement 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 whole warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

~~Founder~~The Private Placement Warrants are identical ~~Shares~~to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co. and/or its designees, will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

On May 13, 2024, the Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company issued 5,750,000 founders shares to the Sponsor. Up to 750,000 of the founder shares were subject to surrender by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option was exercised. On October 9, 2024, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As such, the 750,000 founder shares are no longer subject to forfeiture.11

~~The Company’s~~LAUNCH ~~initial~~TWO ~~shareholders~~ACQUISITION have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other propertyCORP. ~~Any permitted transferees will be subject to the same restrictions and other agreements~~ ofNOTES ~~the~~TO ~~Company’s~~CONDENSED ~~initial~~FINANCIAL ~~shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing,~~STATEMENTS ifMARCH ~~(1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions~~31, ~~share~~ ~~capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day~~2025 ~~period commencing at least 150 days after the initial Business Combination or~~ (2Unaudited) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

~~Promissory~~The Sponsor, officers and directors have entered ~~Note~~into a letter agreement with the Company, pursuant to which they have agreed to (i) —waive their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with the completion of the initial Business Combination; (ii) ~~Related~~waive ~~Party~~their redemption rights with respect to their founder shares, private placement shares, and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares and private placement shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

~~The Sponsor~~NOTE ~~has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering~~5. ~~The~~RELATED ~~loan~~PARTY was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. As of September 30, 2024, the Company had borrowed $300,000 under the promissory note. The Company repaid all the outstanding balance of the note at the closing of the Initial Public Offering on October 9, 2024 and borrowings under the note are no longer available.TRANSACTIONS

~~Due to~~Founder ~~Related Party~~Shares

~~The~~ On May 13, 2024, the Sponsor ~~has~~made ~~paid~~a capital contribution of $4225,~~923~~000, ofor ~~expenses~~approximately on$0.004 per share, to cover certain of the Company’s ~~behalf.~~expenses, ~~This~~for ~~amount~~which isthe ~~noted~~Company onissued 5,750,000 founders shares to the ~~condensed~~Sponsor. ~~balance~~Up ~~sheet~~to as750,000 ~~due~~of the founder shares were subject to ~~related~~surrender by the Sponsor for no consideration ~~party~~depending on the extent to which the underwriters’ over-allotment option was exercised. ~~The~~On ~~Company~~October ~~repaid~~9, ~~all~~2024, the ~~outstanding~~underwriters ~~balances~~exercised their atover-allotment option in full as part of the closing of the Initial Public Offering. onAs ~~October~~such, 9the 750,000 ~~2024~~founder shares are no longer subject to forfeiture.

~~Administrative~~The Company’s initial shareholders have ~~Services~~agreed ~~Agreement~~not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder shares will be released from the Lock-up.

~~The Company~~Promissory ~~entered into an agreement with an affiliate of the Sponsor pursuant to which, commencing on October 7, 2024, through the earlier~~Note — Related ~~of consummation of the initial Business Combination or the liquidation, the Company will pay an aggregate of $12,500 per month for office space, utilities, and secretarial and administrative support.~~Party

~~Related~~The Sponsor has agreed to loan the Company an ~~Party~~aggregate ~~Loans~~of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering. As of March 31. 2025 and December 31, 2024, the Company had borrowed $0 under the promissory note. The Company repaid all the outstanding balance of the note at the closing of the Initial Public Offering on October 9, 2024 and borrowings under the note are no longer available.

~~In order~~Administrative toServices finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of September 30, 2024, no such Working Capital Loans were outstanding.Agreement

The Company entered into an agreement with an affiliate of the Sponsor pursuant to which, commencing on October 7, 2024, through the earlier of consummation of the initial Business Combination or the liquidation, the Company will pay an aggregate of $12 ,500 per month for office space, utilities, and secretarial and administrative support. As of March 31, 2025, the Company incurred and paid $37,500 in fees for these services, which amounts are included in the accompanying condensed statement of operations.

~~LAUNCH TWO~~Related ~~ACQUISITION~~Party ~~CORP.~~Loans

~~NOTES~~In order to finance transaction costs in connection TOwith ~~CONDENSED~~a ~~FINANCIAL~~Business ~~STATEMENTS~~Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. As of March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

~~SEPTEMBER 30, 2024~~12

LAUNCH TWO ACQUISITION CORP. NOTES TO CONDENSED FINANCIAL STATEMENTS MARCH 31, 2025 (Unaudited)

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Registration Rights

The holders of the founder shares, Private Placement Warrants and the Class A ordinary shares issuable upon exercise of such Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans have registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed prior to the consummation of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. In addition, Cantor Fitzgerald & Co. may participate in a piggyback registration only during the seven-year period beginning on the effective date of the registration statement for the Initial Public Offering.

~~Underwriters’ Agreement~~13

~~The underwriters~~LAUNCH ~~had~~TWO aACQUISITION ~~45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to~~CORP. ~~cover~~NOTES ~~over-allotments,~~TO ifCONDENSED ~~any.~~FINANCIAL ~~On October 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected~~STATEMENTS toMARCH ~~fully exercise the over-allotment option to purchase the additional 3~~31,~~000,000~~ ~~Units at a price of $10.00 per Unit.~~2025 (Unaudited)

The underwriters were entitled to a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwritersUnderwriters’ over-allotment option), which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering other than those sold pursuant to the underwriters’ over-allotment option, and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $10,950,000 in the aggregate payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.Agreement

13The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any. On October 9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a price of $10.00 per Unit.

~~LAUNCH~~The underwriters were entitled to a cash underwriting ~~TWO~~discount ~~ACQUISITION~~of ~~CORP~~$4,000,000 (2.0% of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option), which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering other than those sold pursuant to the underwriters’ over-allotment option, and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $10,950,000 in the aggregate payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

~~NOTES TO~~NOTE ~~CONDENSED~~7. ~~FINANCIAL~~SHAREHOLDERS’ ~~STATEMENTS~~DEFICIT

~~SEPTEMBER~~Preference Shares — The 30Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. At March 31, 2025 and December 31, 2024, there were no preference shares issued or outstanding.

~~(Unaudited)~~Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. March 31, 2025 and December 31, 2024, there were no Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

~~NOTE~~Class B Ordinary Shares — The 7Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 ~~SHAREHOLDER’S~~each. ~~DEFICIT~~At March 31, 2025 and December 31, 2024 there were 5,750,000 Class B ordinary shares issued and outstanding.

~~Preference~~The founder shares will automatically convert ~~Shares~~into Class —A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class ~~The~~A ~~Company~~ordinary shares, isor ~~authorized~~any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to ~~issue~~or in connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a ~~total~~majority of 5the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,~~000~~ in the aggregate,~~000~~ ~~preference~~20% of the sum of (i) the total number of all Class A ordinary shares atoutstanding ~~par~~upon ~~value~~the completion of ~~$0.0001~~the ~~each.~~Initial Public Offering (including any Class A Atordinary ~~September~~shares 30issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares issuable upon exercise of the private placement warrants issued to the sponsor), ~~2024~~plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, ~~there~~in ~~were~~connection nowith ~~preference~~the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or ~~outstanding~~to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be ~~Ordinary~~voted ~~Shares~~on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote ~~— The~~in ~~Company~~person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally ~~authorized~~required to ~~issue~~approve any matter voted on by the Company’s shareholders. Approval of certain actions require a ~~total~~special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of ~~500~~at least two-thirds of the votes cast by such shareholders as,~~000~~ being entitled to do so,~~000~~ ~~Class A~~vote ~~ordinary~~in ~~shares~~person or, where proxies are allowed, by proxy at ~~par~~the ~~value~~applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of ~~$0.0001~~association, ~~each~~such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. AtThere ~~September~~is 30no cumulative voting with respect to the appointment of directors, ~~2024~~meaning, ~~there~~following the ~~were~~Company’s noinitial business combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares ~~issued~~will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, ~~outstanding~~where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. At September 30, 2024, there were 5,750,000 Class B ordinary shares issued and outstanding.14

~~The founder~~LAUNCH ~~shares~~TWO ~~will~~ACQUISITION automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided hereinCORP. ~~In the~~ ~~case~~NOTES ~~that~~TO ~~additional~~CONDENSED ~~Class A~~FINANCIAL ~~ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the~~STATEMENTS ~~amounts~~MARCH ~~sold in this offering and related to or in connection with the closing of the initial business combination~~31, ~~the ratio at which~~2025 ~~Class B ordinary shares convert into Class A ordinary shares will be adjusted~~ (~~unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance~~Unaudited) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares issuable upon exercise of the private placement warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial business combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

~~Holders of~~NOTE ~~record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders~~8. ~~Unless~~FAIR ~~specified~~VALUE in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial business combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.MEASUREMENTS

14 The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

LAUNCH TWO ACQUISITION CORP.

	Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

	Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

	Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~NOTES~~At March 31, 2025, assets held in the Trust Account TOwere ~~CONDENSED~~comprised ~~FINANCIAL~~of ~~STATEMENTS~~$1,247 in cash and $235,960,617 in U.S. Treasury securities. During the year ended December 31, 2024, the Company did not withdraw any interest income from the Trust Account.

~~SEPTEMBER~~At December 31, 2024, assets held in the 30Trust Account were comprised of $1,247 in cash and $233,537,092 in U.S. Treasury securities. During the period ended December 31, 2024, the Company did not withdraw any interest income from the Trust Account.

~~(Unaudited)~~ The following table presents information about the Company’s assets that are measured at fair value on March 31, 2025 and December 31, 2024, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

NOTE 8. SUBSEQUENT EVENTS

	Level	March 31, 2025
Assets:
U.S. Treasury Bills held in Trust Account	1	$	235,961,864

The Company evaluated subsequent events and transactions that occurred after the condensed unaudited balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

	Level	December 31, 2024
Assets:
U.S. Treasury Bills held in Trust Account	1	$	233,538,339

~~On October~~The 9,following ~~2024,~~table ~~the~~presents ~~Company~~information ~~consummated the Initial Public Offering of 23,000,000 units, which includes the full exercise by the underwriters~~about ~~of their over-allotment option in~~ the ~~amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, the~~ Company’s ~~consummated~~equity ~~the~~that ~~sale~~are ofmeasured ~~an aggregate of 7,075,000 warrants~~ at afair ~~price~~value ~~of $1.00~~on ~~per~~October ~~Private Placement Warrant~~9, ~~in a private placement to the Company’s sponsor~~2024, ~~Launch Two Sponsor LLC,~~ and ~~Cantor~~indicates ~~Fitzgerald &~~the ~~Co.,~~fair ~~the~~value ~~representative~~hierarchy of the ~~underwriters~~valuation inputs of the ~~Initial~~Company ~~Public~~utilized ~~Offering,~~to ~~generating~~determine ~~gross~~such ~~proceeds~~fair ~~of $7,075,000.~~value:

Additionally, at the closing of the Initial Public Offering on October 9, 2024, the Company paid the underwriters the cash underwriting discount of 2.0% of gross proceeds of the Initial Public Offering, or $4,000,000 in the aggregate.

	Level	October 9, 2024
Equity:
Fair value of Public Warrants for the Class A ordinary shares subject to possible redemption allocation	3	$	805,000

OnThe fair value of Public Warrants was determined ~~October~~using 9,Monte ~~2024,~~Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the ~~Company~~quantitative ~~repaid~~information ~~all~~regarding ~~outstanding~~market ~~amounts~~assumptions ~~under~~used in the ~~promissory~~valuation of ~~note.~~the Public Warrants:

	October 9, 2024
Share price	$	9.95
Exercise price	$	11.50
Term (years)		7.00
Risk-free rate		3.97	%
Volatility		4.90	%

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~15

~~References in~~LAUNCH ~~this~~TWO ~~report~~ACQUISITION ~~(the “Quarterly Report”) to “we,” “us,” “our” or the “Company” refer to Launch Two Acquisition Corp~~CORP. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Launch Two Sponsor LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Cautionary Note~~NOTES ~~Regarding~~TO ~~Forward-Looking~~CONDENSED ~~Statements~~FINANCIAL STATEMENTS

~~This Quarterly~~MARCH ~~Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933~~31, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.2025

~~Overview~~(Unaudited)

~~We are~~NOTE a blank check company incorporated as a Cayman Islands exempted company on May 13, 2024, formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”)9. WeSEGMENT intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.INFORMATION

WeASC Topic 280, “Segment Reporting,” ~~expect~~establishes tostandards ~~continue~~for companies to ~~incur~~report ~~significant~~in ~~costs~~their inunaudited ~~the~~condensed ~~pursuit~~financial ofstatement ~~our~~information ~~acquisition~~about ~~plans~~operating segments, products, services, geographic areas, and major customers. Operating Wesegments ~~cannot~~are ~~assure~~defined ~~you~~as components of an enterprise that ~~our~~engage in ~~plans~~business toactivities ~~complete~~from which it may recognize revenues and incur expenses, and for which separate financial information is available athat ~~Business~~is ~~Combination~~regularly ~~will~~evaluated beby ~~successful~~the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

~~On January~~The ~~24,~~Company’s ~~2024,~~chief ~~the~~operating ~~SEC~~decision maker ~~adopted new rules and regulations for special-purpose acquisition companies~~ (“~~SPACs~~CODM”), ~~which~~has ~~became effective~~been onidentified ~~July~~as ~~1, 2024 (~~the ~~“2024~~Chief ~~SPAC~~Financial ~~Rules”).~~Officer, ~~The~~who ~~2024~~reviews ~~SPAC~~the ~~Rules require~~assets, ~~among~~operating ~~other matters~~results, ~~(i) additional disclosures relating to SPAC Business Combination transactions; (ii) additional disclosures relating to dilution~~ and ~~to conflicts of interest~~financial ~~involving~~metrics sponsors and their affiliates in both SPAC initial public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (iv) the requirement that both the SPAC and its target company be co-registrants for ~~Business Combination registration statements. In addition,~~ the ~~SEC’s~~Company ~~adopting~~as ~~release provided guidance describing circumstances in which~~ a ~~SPAC~~whole ~~could become subject~~ to ~~regulation~~make ~~under the~~decisions ~~Investment~~about ~~Company~~allocating ~~Act,~~resources ~~including~~and ~~its~~assessing ~~duration,~~financial ~~asset~~performance. ~~composition~~Accordingly, ~~business purpose, and the activities of the SPAC and its~~ management ~~team~~has indetermined ~~furtherance~~that ofthere ~~such~~is ~~goals.~~only ~~The~~one ~~2024~~reportable ~~SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto~~segment.

~~Results~~The CODM assesses performance for the single segment and decides how to allocate resources based on net income that also is reported on the condensed statement of ~~Operations~~operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include the following:

We have neither engaged in any operations nor generated any revenues to date. Our only activities from May 13, 2024 (inception) through September 30, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

	For the Three Months Ended March 31, 2025
Trust Account	$	235,961,864
Cash	$	820,654

	For the Three Months Ended March 31, 2025
General and administrative costs	$	207,897
Interest earned on the Trust Account	$	2,395,798

~~For~~The CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the ~~three~~most ~~months~~effective ~~ended~~strategy ~~September~~of ~~30,~~investment ~~2024~~with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative costs to manage, wemaintain ~~had~~and ~~net~~enforce all contractual agreements to ensure costs are aligned with all agreements and budget. The accounting policies used to measure the profit and loss ~~$16,084,~~of ~~which~~the ~~consisted~~segment are the same as those described in the summary of ~~general~~significant accounting policies. General and administrative costs, as reported on the condensed statement of operations, are the significant segment expenses provided to the CODM on a regular basis.

~~For the~~All ~~period~~other ~~from~~segment ~~May~~items ~~13,~~included ~~2024~~in ~~(inception)~~net ~~through~~income ~~September~~are ~~30,~~reported ~~2024,~~on wethe ~~had~~statement ~~net~~of ~~loss~~operations ~~$55,144,~~and ~~which~~described ~~consisted~~within oftheir ~~general~~respective ~~and administrative costs~~disclosures.

~~Liquidity and~~NOTE ~~Capital~~10. ~~Resources~~SUBSEQUENT EVENTS

~~Until~~The Company evaluated subsequent events and transactions ~~the~~that ~~consummation~~occurred ofafter the ~~Initial~~unaudited ~~Public~~condensed ~~Offering,~~balance ~~our~~sheets ~~only~~date ~~source~~up ofto ~~liquidity~~the ~~was~~date anthat ~~initial~~the ~~purchase~~unaudited ofcondensed ~~shares~~financial ofstatement ~~Class B~~was ~~ordinary~~issued. ~~shares~~Based upon this review, ~~par~~the ~~value~~Company ~~$0.0001~~did ~~per~~not ~~share,~~identify byany ~~the~~subsequent ~~Sponsor~~events ~~and~~that ~~loans~~would ~~from~~have required adjustment or disclosure in the ~~Sponsor~~unaudited condensed financial statement.

Subsequent to the quarterly period covered by this Quarterly Report on Form 10-Q, on October 9, 2024, we consummated the Initial Public Offering of 23,000,000 Units at $10.00 per Unit, which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 7,075,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, generating gross proceeds of $7,075,000.16

~~We intend~~Item to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination2. ToManagement’s ~~the~~Discussion ~~extent~~and ~~that~~Analysis our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~the~~Financial ~~target~~Condition ~~business or businesses, make other acquisitions~~ and ~~pursue~~Results ~~our~~of ~~growth strategies~~Operations.

WeReferences in this report (the “Quarterly ~~intend~~Report”) to ~~use~~“we,” “us,” “our” or the ~~funds~~“Company” ~~held~~refer ~~outside~~to ~~the~~Launch ~~Trust~~Two ~~Account~~Acquisition Corp. ~~primarily~~References to ~~identify~~our ~~and~~“management” ~~evaluate~~or ~~target~~our ~~businesses,~~“management ~~perform~~team” ~~business~~refer ~~due~~to ~~diligence on~~our ~~prospective~~officers ~~target~~and ~~businesses~~directors, ~~travel~~and references to the “Sponsor” refer to Launch Two Sponsor LLC. The following discussion and ~~from~~analysis of the ~~offices,~~Company’s ~~plants~~financial condition orand ~~similar~~results ~~locations~~ of ~~prospective~~operations ~~target~~should ~~businesses~~be orread ~~their representatives~~in orconjunction ~~owners,~~with ~~review~~the ~~corporate~~unaudited ~~documents~~condensed financial statement and ~~material~~the ~~agreements~~notes ofthereto contained ~~prospective~~elsewhere ~~target~~in ~~businesses,~~this Quarterly Report. Certain information contained in the discussion and ~~structure,~~analysis ~~negotiate~~set forth below includes forward-looking ~~and~~statements ~~complete~~that ainvolve ~~Business~~risks ~~Combination~~and uncertainties.

~~In order~~Cautionary toNote ~~fund~~Regarding ~~working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an~~Forward-Looking affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement warrants of the post Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants.Statements

WeThis Quarterly Report includes “forward-looking dostatements” ~~not~~within ~~believe~~the wemeaning ~~will~~of ~~need~~Section to27A ~~raise~~of ~~additional~~the ~~funds~~Securities inAct ~~order~~of to1933, ~~meet~~as amended (the ~~expenditures~~“Securities ~~required~~Act”), ~~for~~and Section ~~operating~~21E ~~our~~of ~~business.~~the ~~However~~Securities Exchange Act, as amended (the “Exchange Act”), that are not historical facts and involve risks ifand ~~our~~uncertainties ~~estimate~~that ofcould ~~the~~cause ~~costs~~actual results to differ materially from those expected and projected. All statements, other than statements of ~~identifying~~historical afact ~~target~~included ~~business~~in this Quarterly Report including, ~~undertaking~~without limitation, statements in~~-depth~~ ~~due~~this ~~diligence~~“Management’s Discussion and ~~negotiating~~Analysis aof Financial Condition and Results of Operations” regarding the completion of the Business Combination ~~are~~(as ~~less~~defined ~~than~~below), the ~~actual~~Company’s ~~amount~~financial ~~necessary~~position, tobusiness dostrategy soand the plans and objectives of management for future operations, are weforward-looking ~~may~~statements. ~~have~~Words ~~insufficient~~such ~~funds~~as ~~available~~“expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to ~~operate~~identify ~~our~~such ~~business~~forward-looking statements. ~~prior~~Such forward-looking statements relate to ~~our~~future ~~Business~~events or future performance, but reflect management’s current beliefs, ~~Combination~~based on information currently available. ~~Moreover~~A number of factors could cause actual events, weperformance ~~may~~or ~~need~~results to ~~obtain~~differ ~~additional~~materially from ~~financing~~the ~~either~~events, toperformance ~~complete~~and ~~our~~results discussed in the forward-looking statements, including that the conditions of the Business Combination are ornot ~~because~~satisfied. weFor ~~become~~information ~~obligated~~identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to ~~redeem~~the aRisk ~~significant~~Factors ~~number~~section of ~~our~~the ~~Public~~Company’s ~~Shares~~Annual ~~upon~~Report ~~consummation~~on ofForm ~~our~~10-K ~~Business~~filed ~~Combination,~~with the inU.S. ~~which~~Securities ~~case~~and weExchange ~~may~~Commission ~~issue~~(the ~~additional~~“SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or ~~incur~~obligation ~~debt~~to inupdate ~~connection~~or ~~with~~revise ~~such~~any ~~Business~~forward-looking ~~Combination~~statements whether as a result of new information, future events or otherwise.

~~Off-Balance Sheet Arrangements~~Overview

We ~~have~~are noa ~~obligations,~~blank ~~assets~~check orcompany ~~liabilities~~incorporated ~~which~~in ~~would~~the beCayman ~~considered~~Islands ~~off-balance~~on ~~sheet~~May ~~arrangements as of September 30~~13, 2024., Weformed dofor ~~not participate~~the inpurpose ~~transactions~~of ~~that~~effecting ~~create~~a ~~relationships~~Business Combination with ~~unconsolidated~~one ~~entities~~ or ~~financial~~more ~~partnerships,~~businesses ~~often~~or ~~referred~~entities. toWe asintend ~~variable interest~~to ~~entities,~~effectuate ~~which~~our ~~would~~Business ~~have~~Combination ~~been~~using ~~established~~cash ~~for~~derived from the ~~purpose~~proceeds of ~~facilitating off-balance sheet arrangements. We have not entered~~the ~~into~~Initial ~~any~~Public ~~off-balance~~Offering ~~sheet~~and ~~financing~~the ~~arrangements~~Private Placement, ~~established~~our ~~any special purpose entities~~shares, ~~guaranteed any~~ debt or ~~commitments~~a combination of ~~other entities~~cash, orshares ~~purchased~~and ~~any non-financial assets~~debt.

~~Contractual~~We ~~Obligations~~expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure our shareholders that our plans to complete a Business Combination will be successful.

WeIn do2024, ~~not~~the ~~have~~SEC ~~any~~adopted ~~long-term~~additional ~~debt~~rules and regulations relating to special purpose acquisition companies (“SPACs”). The SEC adopted certain rules and regulations for SPACs on January 24, ~~capital~~2024, ~~lease~~which ~~obligations~~became effective on July 1, ~~operating~~2024 ~~lease~~(the ~~obligations~~“2024 orSPAC ~~long-term~~Rules”). The ~~liabilities~~2024 SPAC Rules require, among other ~~than~~matters, an(i) ~~agreement~~additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to ~~pay~~SPAC anBusiness ~~aggregate~~Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of ~~$12~~interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition,~~500~~ ~~per~~the ~~month~~SEC’s ~~for~~adopting ~~office~~release ~~space~~provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, ~~utilities~~including its duration, asset composition, business purpose, and ~~secretarial~~the activities of the SPAC and ~~administrative~~its ~~support~~management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

17 We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

~~The underwriters~~Results ~~were entitled to a cash underwriting discount~~ of $4,000,000 (2.0% of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option), which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.50% of the gross proceeds of the Initial Public Offering other than those sold pursuant to the underwriters’ over-allotment option, and 6.50% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $10,950,000 in the aggregate payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.Operations

~~Critical~~We ~~Accounting~~have ~~Estimates~~neither engaged in any operations nor generated any revenues to date. Our only activities from May 13, 2024 (inception) through March 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among others), as well as for due diligence expenses.

~~The~~For ~~preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in~~ the ~~United~~three ~~States~~months ofended ~~America~~March ~~requires~~31, ~~management~~2025, towe ~~make~~had ~~estimates~~net ~~and~~income ~~assumptions that affect the reported amounts~~ of ~~assets and liabilities~~$2, ~~disclosure~~215,852, ofwhich ~~contingent~~consists ~~assets and liabilities at the date~~ of ~~the~~interest ~~financial~~income ~~statements,~~on ~~and~~cash ~~income~~ and ~~expenses~~marketable ~~during the period reported.~~securities ~~Making~~held ~~estimates~~in ~~requires management to exercise significant judgement. It is at least reasonably possible that~~ the ~~estimate~~Trust ofAccount ~~the effect~~ of ~~a condition~~$2, ~~situation or set of circumstances that existed at the date of the financial statements~~395,798, ~~which~~unrealized ~~management~~gain ~~considered~~(loss) ~~in formulating~~on ~~its~~marketable ~~estimate,~~securities ~~could~~held ~~change~~ in ~~the~~Trust ~~near~~Account ~~term~~of ~~due to one or more future confirming events. Accordingly~~$27,727 ~~the~~and ~~actual results~~interest ~~could~~on ~~materially~~operating ~~differ~~cash ~~from those estimates. As~~ of ~~September 30~~$224, ~~2024,~~partially weoffset ~~did~~by ~~not~~general ~~have~~and ~~any~~administrative ~~critical~~costs ~~accounting~~of ~~estimates to be disclosed~~$207,897.

~~Recent Accounting Standards~~17

~~Management does~~Factors ~~not~~That ~~believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect~~May onAdversely ~~the~~Affect ~~Company’s~~our ~~financial~~Results ~~statements.~~ of Operations

~~Item~~Our 3results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. ~~Quantitative~~Our results of operations and our ~~Qualitative~~ability ~~Disclosures~~to ~~About~~consummate ~~Market~~an ~~Risk~~initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

~~We are~~Liquidity ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act~~ and ~~are~~Capital ~~not required to provide the information otherwise required under this item.~~Resources

~~Item~~Until the consummation of 4the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares, par value $0.0001 per ~~Controls~~share, by the Sponsor and ~~Procedures~~loans from the Sponsor pursuant to the IPO Promissory Note.

~~Evaluation~~On May 13, 2024, the Sponsor loaned us an aggregate of ~~Disclosure~~up ~~Controls~~to $300,000 to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note. This loan was non-interest bearing and ~~Procedures~~payable on the earlier of December 31, 2024, or the date on which we consummated the Initial Public Offering. We repaid all the outstanding balance of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024. Borrowings under the IPO Promissory Note are no longer available.

~~Disclosure controls~~We ~~and~~consummated ~~procedures~~the ~~are~~Initial Public ~~controls~~Offering ~~and~~of ~~other~~23,000,000 ~~procedures~~Units ~~designed~~at to$10.00 ~~ensure~~per ~~that~~Unit, ~~information~~including ~~required~~3,000,000 toOption beUnits ~~disclosed~~issued inpursuant ~~our~~to ~~reports filed~~the orfull ~~submitted~~exercise ~~under~~of the Over-Allotment ~~Exchange~~Option., ~~Act~~generating isgross ~~recorded,~~proceeds ~~processed~~of $230,000,000. ~~summarized~~Simultaneously ~~and~~with ~~reported within~~ the ~~time~~closing ~~periods~~of ~~specified~~the inInitial ~~the~~Public ~~SEC’s rules~~Offering and pursuant ~~forms.~~to ~~Disclosure~~the ~~controls~~Private ~~and~~Placement ~~procedures~~Warrants ~~include,~~Purchase ~~without limitation~~Agreements, ~~controls~~we ~~and~~consummated ~~procedures~~the ~~designed~~sale toof ~~ensure~~an ~~that~~aggregate ~~information required~~of to7,075,000 bePrivate ~~disclosed~~Placement Warrants inat ~~our~~a ~~reports~~price ~~filed~~of or$1.00 ~~submitted~~per ~~under~~Private ~~the~~Placement ~~Exchange~~Warrant, ~~Act~~in isa ~~accumulated~~private ~~and~~placement ~~communicated~~ to ~~Management,~~the ~~including our~~Sponsor ~~Chief Executive Officer~~ and ~~Chief Financial Officer (together~~Cantor, the ~~“Certifying~~representative ~~Officers”),~~of orthe underwriters ~~persons~~of ~~performing~~the ~~similar functions,~~Initial asPublic ~~appropriate~~Offering, togenerating ~~allow~~gross ~~timely~~proceeds ~~decisions~~of ~~regarding required disclosure~~$7,075,000.

~~Under the~~For ~~supervision and with~~ the ~~participation~~three ofmonths ~~our~~ended March ~~Management~~31, ~~including~~2025, ~~our~~cash ~~Certifying~~used ~~Officers,~~in weoperating ~~carried~~activities ~~out~~was an$115,047. ~~evaluation~~Net ofincome ~~the effectiveness~~ of ~~the~~$2,215,852 ~~design~~was ~~and~~affected ~~operation~~by ofinterest ~~our~~earned ~~disclosure~~on ~~controls~~marketable securities ~~and~~held ~~procedures as defined~~ in ~~Rules 13a-15(e) and 15d-15(e) under~~ the ~~Exchange~~Trust ~~Act.~~Account ~~Based~~of ~~on the foregoing~~$2,395,798, ~~our~~unrealized ~~Certifying~~loss ~~Officers~~(gain) ~~concluded~~on ~~that~~marketable ~~our~~securities ~~disclosure~~held ~~controls~~in ~~and~~Trust ~~procedures~~Account ~~were~~of ~~effective~~$27,727, asChanges ofin ~~the~~operating ~~end~~assets ofand ~~the~~liabilities ~~quarterly~~used ~~period~~$92,626 ~~ended~~of ~~September~~cash ~~30,~~for ~~2024~~operating activities.

~~Changes~~As of March 31, 2025, we had marketable securities held in ~~Internal~~the ~~Control~~Trust ~~over~~Account ~~Financial~~of ~~Reporting~~$235,961,864. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our Management’s ongoing assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

~~There was~~ As noof ~~change~~March in31, ~~our~~2025, we ~~internal~~had ~~control~~cash ~~over~~of ~~financial~~$820,654. ~~reporting~~We ~~that~~use ~~occurred~~the ~~during~~funds held outside the ~~quarterly~~Trust ~~period~~Account ~~ended~~primarily ~~September~~to ~~30,~~identify ~~2024~~and ~~that~~evaluate target businesses, perform ~~has~~business ~~materially~~due ~~affected~~diligence on prospective target businesses, travel to and from the offices, plants or issimilar ~~reasonably~~locations ~~likely~~of toprospective ~~materially~~target businesses ~~affect~~or their representatives or owners, ~~our~~review ~~internal~~corporate ~~control~~documents ~~over~~and ~~financial~~material ~~reporting~~agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

18 In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our officers and directors may, but are not obligated to, loan us Working Capital Loans as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

~~PART~~We do not believe we will IIneed to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth ~~OTHER~~due ~~INFORMATION~~diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~Item 1.~~Off-Balance ~~Legal~~Sheet ~~Proceedings.~~Arrangements

~~None~~We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Item 1A. Risk Factors.~~18

~~Factors that~~Contractual could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our final prospectus for the Initial Public Offering filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors previously disclosed in our final prospectus filed with the SEC on October 8, 2024 in connection with the Initial Public Offering.Obligations

~~Item~~We do not have any long-term 2.debt, ~~Unregistered~~capital ~~Sales~~lease ofobligations, ~~Equity~~operating ~~Securities~~lease ~~and~~obligations ~~Use~~or oflong-term ~~Proceeds~~liabilities, other than as set for the below.

~~On May~~Administrative ~~13,~~Services 2024, the Sponsor subscribed for 5,750,000 founder shares for a total subscription price of 25,000 and fully paid for those shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.Agreement

On Commencing on October 98, 2024, weand ~~consummated~~until ~~our~~completion ~~Initial~~of ~~Public~~our ~~Offering~~initial ofBusiness ~~23,000,000~~Combination ~~Units,~~or ~~including 3~~liquidation,~~000,000~~ ~~Units~~we ~~issued~~reimburse ~~pursuant~~an toaffiliate ~~the full exercise~~ of ~~the~~our ~~underwriters~~Sponsor ~~of their over-allotment option. Each Unit consists of one Class A ordinary share~~$12,500 ~~par~~per ~~value~~month ~~$0.0001~~for ~~per~~certain ~~share~~office ~~(“Class~~space, Autilities ~~Ordinary~~and ~~Shares”),~~secretarial and ~~one-half~~administrative ofservices ~~one~~as ~~redeemable~~may ~~warrant~~be ofreasonably ~~the~~required ~~Company (“Warrant”),~~by ~~with~~our ~~each~~Company ~~whole~~pursuant to ~~Warrant entitling~~ the Administrative ~~holder~~Services ~~thereof to purchase one Class A ordinary share for $11~~Agreement.50 ~~per share.~~Under ~~The~~the ~~Units~~Administrative ~~were~~Services ~~sold~~Agreement, atthere awas ~~price of~~ $~~10.00 per Unit~~37,500 ~~generating~~incurred ~~gross~~and ~~proceeds~~paid toas ~~the Company~~ of March ~~$230~~31,~~000,000~~ 2025.

~~Simultaneously with~~Underwriting the closing of the Initial Public Offering, pursuant to the Warrant Purchase Agreements, we completed the private sale of an aggregate of 7,075,000 warrants to the Sponsor and the underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,075,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the Initial Public Offering, 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.Agreement

Of The underwriters of the Initial ~~gross~~Public ~~proceeds~~Offering ~~received~~had a 45-day option from the date of the Initial Public Offering ~~and~~to ~~the~~purchase ~~proceeds~~up ofto an additional 3,000,000 Option Units to cover over-allotments, if any. On October 9, 2024, simultaneously with the ~~sale~~closing of the ~~Private~~Initial ~~Placement~~Public ~~Warrants~~Offering, anthe ~~aggregate~~Over-Allotment ofOption ~~$231~~was fully exercised to purchase the additional 3,~~150~~000,000 Option ~~was~~Units ~~placed~~at ina ~~the~~price ~~Trust~~of ~~Account~~$10.00 per Option Unit.

WeThe underwriters of the ~~incurred~~Initial Public Offering were entitled to a ~~total~~cash underwriting discount of $154,~~615~~000,~~485~~000 (2.0% of the gross proceeds of the Units offered in the Initial Public Offering, ~~consisting~~excluding any proceeds from the Option Units sold pursuant to the full exercises of $the Over-Allotment Option), which was paid at the closing of the Initial Public Offering. Additionally, the underwriters are entitled to the Deferred Fee of (i) 4.50% of the gross proceeds of the Initial Public Offering,~~000~~ excluding any proceeds from the Option Units sold pursuant to the full exercises of the Over-Allotment Option,~~000~~ and (ii) 6.50% of ~~cash~~the ~~underwriting~~gross ~~fee~~proceeds sold pursuant to the exercise of the Over-Allotment Option, $10,950,000 ofin ~~deferred~~the ~~underwriting~~aggregate ~~fee,~~payable ~~and~~upon ~~$665,485~~ the completion of ~~other~~our ~~offering~~initial ~~costs~~Business Combination subject to the terms of the Underwriting Agreement.

~~For a~~Critical ~~description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.~~Accounting Estimates

~~Item~~The preparation of unaudited 3condensed financial statement and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statement, and income and expenses during the period reported. ~~Defaults~~Making ~~Upon~~estimates ~~Senior~~requires ~~Securities~~Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statement, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.

~~None.~~Recent Accounting Standards

~~Item~~In November 2023, the FASB 4.issued ASU Topic ~~Mine~~2023-07, “Segment ~~Safety~~Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). The amendments in ASU 2023-07 require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (the “CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. ASU 2023-07 requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by FASB ASC Topic 280, “Segment Reporting” (“ASC 280”), in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in ASU 2023-07 and existing segment disclosures in ASC 280. ASU 2023-07 was s effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted ASU 2023-07 as required for the year ended December 31, 2024. The adoption required us to provide additional disclosure, but otherwise it does not materially impact the unaudited condensed financial statement contained elsewhere in the Report.

~~None~~Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statement.

~~Item 5. Other Information.~~19

~~None~~Item 3. Quantitative and Qualitative Disclosures About Market Risk.

19 We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 6 4. ~~Exhibits~~Controls and Procedures.

~~The following~~Evaluation ~~exhibits are filed as part~~ of, orDisclosure ~~incorporated~~Controls byand ~~reference into, this Quarterly Report on Form 10-Q~~Procedures.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

*Under ~~Filed~~the ~~herewith~~supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the quarterly period ended March 31, 2025.

**We ~~These~~do ~~certifications~~not ~~are~~expect ~~furnished~~that toour ~~the~~disclosure ~~SEC~~controls and ~~pursuant~~procedures towill ~~Section~~prevent ~~906~~all oferrors ~~the~~and ~~Sarbanes-Oxley~~all ~~Act~~instances of ~~2002~~fraud. Disclosure controls and ~~are~~procedures, ~~deemed~~no ~~not~~matter ~~filed~~how ~~for~~well ~~purposes~~conceived ofand operated, ~~Section~~can 18provide only reasonable, not absolute, assurance that the objectives of the ~~Securities~~disclosure ~~Exchange~~controls ~~Act~~and ofprocedures ~~1934~~are met. Further, asthe ~~amended~~design of disclosure controls and procedures must reflect the fact that there are resource constraints, ~~nor~~and ~~shall~~the ~~they~~benefits must be ~~deemed~~considered ~~incorporated~~relative byto ~~reference~~their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. ~~filing~~The ~~under~~design ~~the~~of ~~Securities~~disclosure ~~Act~~controls and procedures also is based partly on certain assumptions about the likelihood of future ~~1933~~events, ~~except~~and asthere ~~shall~~can be ~~expressly~~no ~~set~~assurance ~~forth~~that byany ~~specific~~design ~~reference~~will succeed in ~~such~~achieving ~~filing~~its stated goals under all potential future conditions.

20 Changes in Internal Control over Financial Reporting

~~SIGNATURES~~There was no change in our internal control over financial reporting that occurred during the quarterly period ended March 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~20

	LAUNCH TWO ACQUISITION CORP.
Date: November 18, 2024	By:	/s/ Jay McEntee
	Name:	Jay McEntee
	Title:	Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)
Date: November 18, 2024	By:	/s/ Jurgen van de Vyver
	Name:	Jurgen van de Vyver
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

PART II - OTHER INFORMATION

21Item 1. Legal Proceedings.

Includes an aggregate of up to 750,000 Class B ordinary shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5)None. On October 9, 2024, the Company consummated its Initial Public Offering and sold 23,000,000 Units, including 3,000,000 Units sold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the 750,000 shares of Class B ordinary shares were no longer subject to forfeiture.. 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Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement and (ii) 2024 Annual Report. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the “tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target’s business, and it may be costly or impractical for us to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post-Business Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to decline.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 13, 2024, the Sponsor subscribed for 5,750,000 founder shares for a total subscription price of 25,000 and fully paid for those shares. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On October 9, 2024, we consummated our Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the full exercise of the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (“Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A ordinary share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

Simultaneously with the closing of the Initial Public Offering, pursuant to the Warrant Purchase Agreements, we completed the private sale of an aggregate of 7,075,000 warrants to the Sponsor and the underwriters at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $7,075,000. The Private Placement Warrants are identical to the Warrants included in the Units sold as part of the Units in the Initial Public Offering, except as otherwise disclosed in the IPO 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 the gross proceeds received from the Initial Public Offering and the proceeds of the sale of the Private Placement Warrants, an aggregate of $231,150,000 was placed in the Trust Account.

We incurred a total of $15,615,485, consisting of $4,000,000 of cash underwriting fee, $10,950,000 of deferred underwriting fee, and $665,485 of other offering costs.

For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

During the quarterly period ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LAUNCH TWO ACQUISITION CORP.

Date: May 13, 2025	By:	/s/ Jay McEntee
	Name:	Jay McEntee
	Title:	Chief Executive Officer and Chairman of the Board of Directors
		(Principal Executive Officer)

Date: May 13, 2025	By:	/s/ Jurgen van de Vyver
	Name:	Jurgen van de Vyver
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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Filing Compare · Launch Two Acquisition Corp.