Launch Two Acquisition Corp. 8-K

What Happened
Launch Two Acquisition Corp. (the SPAC) announced on June 25, 2026 that it entered into a Business Combination Agreement to combine with NuCube Energy, Inc. The deal contemplates Launch Two re-domiciling to Delaware, Merger Sub merging into NuCube (NuCube survives), conversion/assumption of NuCube equity, options and warrants into SPAC securities, and issuance of SPAC shares to NuCube security holders. The headline economics: the aggregate consideration is based on a Purchase Price equal to $500,000,000 less NuCube expenses over $5,000,000, divided by a Reference Price of $10.82 to determine the Exchange Ratio (shares issued to NuCube holders). An earnout of up to 12,575,000 additional SPAC shares is payable if SPAC’s VWAP reaches $18.00 for 20 of 30 trading days within three years. Closing is subject to shareholder approvals, regulatory reviews, a Form S‑4 registration statement, Nasdaq (or NYSE) listing approval, and a minimum cash condition (see Key Details). The agreement includes customary covenants, limited survival of reps/warranties, termination rights (Outside Date Oct 9, 2026, extendable to Nov 9, 2026 in certain financing circumstances) and New York law (with Cayman law carve-outs for domestication matters).

Key Details

• Purchase mechanics: Consideration = ( $500,000,000 – excess Company expenses over $5,000,000 ) / $10.82, divided across Fully Diluted Company Shares to calculate the Exchange Ratio.
• Earnout: up to 12,575,000 “Earnout Shares” released if SPAC VWAP ≥ $18.00 for 20 of any 30 trading days within three years (50% paid 90 days after Determination Date; remaining 50% 180 days later).
• Closing cash requirement: Trust account cash + gross Transaction Financing proceeds – expenses must be ≥ $75,000,000 at Closing. Parties will seek Transaction Financings of at least $100M.
• Governance & people: Post-Closing board to have at least seven members (five designated by NuCube, two by SPAC) with a classified board structure; Thomas D. Hennessy appointed to SPAC board; Sponsor agreed to support the deal and possible forfeiture of Founder Shares/Placement Warrants if SPAC expenses exceed $5M.
• CEO deal: NuCube and Dr. Cristian Rabiti signed an employment agreement effective at Closing — $450,000 base salary, 100% target annual bonus, and an initial RSU award with grant-date value of $21,428,500 (1/3 vests at 1 year, remainder monthly over 24 months). Severance and change‑of‑control protections included.

Why It Matters
For investors, this filing signals that Launch Two is proceeding with a transformative business combination to take NuCube public via the SPAC structure, subject to approvals and financing. The share issuance formula and potential 12.6M earnout shares represent material dilution potential; the $75M minimum closing cash and planned Transaction Financings are key execution risks. The large equity grant to the incoming CEO and the board composition show NuCube management will lead the combined company, which could align management incentives with shareholder value but also concentrates control. Launch Two and NuCube will file a Form S-4 (proxy/prospectus) with the SEC — retail investors should review that document and related proxy materials when available for full details, risks, and the shareholder vote schedule.