Launch Two Acquisition Corp. 8-K

What Happened

• On June 25, 2026, Launch Two Acquisition Corp. (the SPAC) and NuCube Energy, Inc. announced they entered into a Business Combination Agreement to combine the companies. The agreement names Tesseract Merger Sub Inc., a wholly‑owned subsidiary of Launch Two, as the merger vehicle.
• As contemplated, Launch Two will first de‑register in the Cayman Islands and re‑domesticate (continue) into the State of Delaware. After domestication, Merger Sub will merge into NuCube, with NuCube surviving and then becoming a wholly‑owned subsidiary of Launch Two. NuCube’s outstanding preferred shares will convert into common stock immediately prior to the merger (the “Preferred Conversion”), and NuCube common shares will be cancelled and exchanged for Launch Two common stock according to the agreement’s Exchange Ratio.
• Launch Two furnished a press release and an investor presentation describing the transaction; both were attached to the 8‑K as exhibits.

Key Details

• Filing date: June 25, 2026 (Form 8‑K, Item 7.01 disclosure).
• Merger vehicle: Tesseract Merger Sub Inc., a Delaware corporation and Launch Two wholly‑owned subsidiary.
• Corporate actions: Launch Two to de‑register in the Cayman Islands and re‑domesticate to Delaware before closing; Preferred Conversion occurs immediately prior to the merger’s Effective Time.
• Materials filed: Press Release (Exhibit 99.1) and Investor Presentation (Exhibit 99.2).

Why It Matters

• The agreement begins a formal process that would make NuCube a wholly‑owned subsidiary of Launch Two and exchange NuCube equity for Launch Two common stock, which will affect equity holders of both companies when terms (like the Exchange Ratio), shareholder votes and closing conditions are finalized.
• Domestication to Delaware is a structural step needed to complete the merger under U.S. corporate law. Investors should monitor future SEC filings for the detailed economic terms, timing, required approvals and any impacts on shares or listings.