Launch Two Acquisition Corp. 與 NuCube Energy 合併上市，估值約 5 億美元

EX-99.1
2
ea029589501ex99-1.htm
PRESS RELEASE, DATED JUNE 25, 2026

 

Exhibit 99.1

 

NuCube Energy to Become a Publicly Listed Company Through Business
Combination with Launch Two Acquisition Corp.

 

●NuCube Energy, Inc. (“NuCube” or the “Company”) is an advanced-nuclear technology company developing factory-built,
solid-state microreactors that deliver firm, carbon-free power or high-temperature process heat.

   

●NuCube, in partnership with Idaho State University, was selected in April 2026 as one of the 11 modular nuclear reactor companies
in the country to participate in the U.S. Department of Energy’s (DOE) Nuclear Energy Launch Pad USA program. The program provides
the Company with access to federal infrastructure, specialized technical expertise, and vital regulatory support to advance the reactor’s
development from design to operation through DOE authorization.

   

●NuCube is targeting a capital-efficient path to a first-of-a-kind deployment in 2029, pursuing DOE authorization ahead of conversion
to a U.S. Nuclear Regulatory Commission commercial license, expected to be accelerated by the May 2025 federal executive orders on nuclear
energy.

   

●NuCube’s NuSun™ platform uses TRISO (Tri-Structural Isotropic) fuel, widely regarded as the most robust fuel in the nuclear
industry today, and features a passively safe, heat-pipe-cooled, solid-state design with no pumps, pressurizers, or pressure vessels -
reaching output temperatures up to ~1,100°C, a range that addresses more than 90% of the industrial heat market.

   

●The platform can be deployed in two configurations - the ~1.3 MWe NuSun-1 and ~15 MWe NuSun-15 - that are designed to serve three
large markets: microgrids, industrial process heat, and behind-the-meter data-center power.

   

●The transaction values NuCube at a pre-money equity value of approximately $500 million and is expected to generate gross proceeds
of up to approximately $125 million, combining anticipated Private Investment in Public Equity (“PIPE”) financing and cash
held in Launch Two Acquisition Corp. (“Launch Two”)’s trust account, subject to redemptions and transaction expenses.
Hennessy Capital Group, LLC, through affiliates, is participating as a co-sponsor of the Transaction.

   

 ●The transaction is expected to close in the second half of 2026, subject to customary closing conditions, including approval by Launch
Two’s shareholders and NuCube’s stockholders, and applicable regulatory approvals. The combined company intends to list on
Nasdaq or NYSE upon closing.

 

Idaho Falls, Idaho & Oakland,
California, June 25, 2026 (GLOBE NEWSWIRE) -- NuCube Energy, Inc. (“NuCube”), an advanced-nuclear technology
company productizing factory-built microreactors, and Launch Two Acquisition Corp. (NASDAQ: LPBB) a special purpose acquisition
company, (“Launch Two” collectively, the “Parties”), today announced that they have entered into a
definitive business combination agreement (the “Transaction” or the “Business Combination”) that would
result in NuCube becoming a publicly listed company. Upon closing, the combined company is expected to be listed on Nasdaq or
NYSE.

 

Company Background

 

Founded in 2023 and headquartered in Idaho Falls,
Idaho, NuCube is an advanced-nuclear technology company developing factory-built microreactors that deliver firm, carbon-free electricity
and high-temperature process heat at the point of use. The Company’s NuSun™ platform is built around a solid-state, heat-pipe-cooled
reactor that eliminates the coolant pumps and complex heat exchangers, as well as large pressure vessels found in conventional reactors,
supporting a passively safe, walk-away design intended to simplify licensing, lower lifecycle cost and accelerate commercial scaling compared
to other advanced nuclear technologies.

 

NuCube operates an integrated develop-build-operate model spanning
site selection and licensing, factory fabrication, fuel procurement, long-life operation, and commercialization through reactor sales,
operations-as-a-service, and technology licensing.

 

  

 

 

 

Differentiated Reactor Technology

 

The NuSun™ platform employs proprietary,
AI-optimized Fuel Moderator & Absorber assembly technology and TRISO fuel, with the ability to operate on currently available LEU+
(Low Enriched Uranium +) or HALEU (High Assay Low Enriched Uranium) uranium fuel. The design targets a longer core life, simplified licensing
through an added safety barrier, and reduced long-lived waste through optimized burnup. NuCube can deliver output in three modes - industrial
high temperature heat, combined heat and power, and electricity via its patent-pending thermophotovoltaic conversion system - enabling
a solid-state alternative to legacy steam-turbine generation.

 

Large and Growing End Markets

 

NuCube’s small unit size, high-temperature
output, and competitive projected cost intend to open three distinct markets: remote microgrids, industrial heat applications, and data
centers. U.S. installed microgrid capacity reached 8.6 GW in 2023 and continues to grow rapidly; U.S. industrial process heat consumes
roughly 7.6 quadrillion BTUs per year; and U.S. data-center power demand is projected to nearly triple to approximately 134 GW by 2030.
NuCube’s high-temperature output positions it as one of the few nuclear platforms in the world today capable of directly serving
the highest-value industrial heat processes, while modular blocks of ~15 MWe units can scale behind the meter to anchor hyperscale data-center
campuses without waiting in the interconnection queue.

 

Commercial Pipeline and Partnerships

 

NuCube has established relationships across its
supply chain and commercial pipeline. Halliburton Labs has selected and invested in NuCube, contributing supply-chain, remote-operations,
and modularization expertise. The Company has additional collaboration agreements focused on integrating energy storage and controls and
on producing hydrogen and solid carbon products using NuCube heat. NuCube has been accepted into the DOE Launch Pad program for a planned
demonstration at Idaho State University, with additional potential demonstration sites under evaluation.

 

Management Commentary

 

Cristian Rabiti, Chief Executive Officer and
Co-Founder of NuCube, said: “This transaction is a pivotal milestone for NuCube. We believe the public-company platform and
capital from this combination will help us accelerate the path to our first-of-a-kind deployment and scale a reactor platform designed
for the firm, carbon-free power that industry, remote communities, and data centers increasingly demand. We believe our solid-state design
and proven fuel supply chain give us a differentiated, capital-efficient route to commercialization.”

 

James J. McEntee, Chief Executive Officer of
Launch Two said: “NuCube brings together a world-class technical team, a differentiated microreactor, and an attractive entry
point relative to public small modular reactor (“SMR”) peers. With unprecedented policy tailwinds and surging baseload demand,
we believe NuCube is exceptionally well positioned to create durable value, and we are excited to partner with the team to bring this
platform to the public markets.”

 

Transaction Overview

 

The Transaction values NuCube at a pre-money equity
value of approximately $500 million. It also implies a pro-forma enterprise value of the new public company of approximately $579 million
and a pro-forma equity value of approximately $683 million (in each case, assuming 78% redemptions and including $75 million of anticipated
proceeds from a PIPE which the Parties are seeking).

 

Existing NuCube equity holders will roll 100%
of their equity into the combined company and are expected to own approximately 73% of the combined entity at close. The combined company
is expected to have no debt and up to approximately $104 million of net cash on its balance sheet to fund growth. Hennessy Capital Group,
LLC, through affiliates, is participating as a co-sponsor of the Transaction, and Thomas Hennessy, President of Hennessy Capital Group
is expected to be a member of the board of directors of the combined company upon closing. The proposed Transaction has been approved
by the boards of directors of both Launch Two and NuCube and is expected to close in the second half of 2026, subject to the approval
of Launch Two’s shareholders and NuCube’s stockholders, and applicable regulatory approvals, and other customary closing conditions.

 

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Additional information about the proposed Transaction,
including a copy of the business combination agreement and an investor presentation, will be provided in a Current Report on Form 8-K
to be filed by Launch Two with the U.S. Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.

 

Advisors

 

Cantor Fitzgerald & Co. acted as underwriter
to Launch Two in connection with its initial public offering. Ellenoff Grossman & Schole LLP is acting as legal advisor to Launch
Two, and Morgan, Lewis & Bockius LLP is acting as legal advisor to NuCube.

 

About NuCube Energy

 

NuCube Energy, Inc. is an advanced-nuclear technology
company developing factory-built, solid-state microreactors that deliver firm, carbon-free power and high-temperature process heat on
site. Through its NuSun™ platform and integrated develop-build-operate model, NuCube aims to provide reliable, scalable clean energy
for remote microgrids, industrial heat applications, and data centers. For more information, please visit the Company’s website.

 

About Launch Two Acquisition
Corp.

 

Launch Two Acquisition Corp. (NASDAQ: LPBB) is
a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, stock
purchase, share purchase, reorganization, or similar business combination with one or more businesses.

 

Additional Information and
Where to Find It

 

In connection with the proposed Business Combination,
Launch Two and NuCube intend to file with the SEC a registration statement on Form S-4, (as amended or supplemented from time to time, the
“Registration Statement”), which will include a proxy statement/prospectus relating to the proposed business
combination. Investors, shareholders, and other interested persons are urged to read the Registration Statement, the proxy statement/prospectus,
and all other relevant documents filed with the SEC carefully and in their entirety when they become available because they will contain
important information about Launch Two, NuCube, and the Business Combination. Investors will be able to obtain free copies of these
documents through the website maintained by the SEC at www.sec.gov.

 

This press release does not constitute an offer
to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any proxy, vote, consent, or approval, nor shall there
be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. No offering of securities
shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

 

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY
AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION
OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE
CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

 

Participants in Solicitation

 

NuCube and Launch Two and their respective directors,
managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Launch Two’s
shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding
the names and interests of Launch Two’s directors and officers in the Business Combination in Launch Two’s filings with the
SEC, including the IPO Prospectus. To the extent that holdings of Launch Two’s securities have changed from the amounts reported
in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Launch Two’s
shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus on Form S-4 for the Business
Combination, which will be filed by Launch Two and NuCube with the SEC. Investors, shareholders and other interested persons are urged
to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when
they become available because they will contain important information about the Business Combination. Investors, shareholders and other
interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information
about NuCube and Launch Two through the website maintained by the SEC at www.sec.gov.

 

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No Offer or Solicitation

 

This Press Release and any oral statements made
in connection with this Press Release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any
securities or in respect of the Business Combination or (ii) an offer to sell, a solicitation of an offer to buy or a recommendation to
purchase any security of NuCube or Launch Two, or any of their respective affiliates in any jurisdiction, nor shall there be any sale,
issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful
under the laws of such jurisdiction. This Press Release does not constitute either advice or a recommendation regarding any securities.
No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended,
or an exemption therefrom. Investment in any securities described herein has not been approved or disapproved by the SEC or any other
regulatory authority nor has any authority passed upon or endorsed the merits of the offering or the accuracy or adequacy of the information
contained herein any representation to the contrary is a criminal offense.

 

Forward-Looking Statements

 

This Press Release contains certain forward-looking
statements within the meaning of the U.S. federal securities laws with respect to the Parties and the Business Combination, including
expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding NuCube, Launch Two, the Combined
Company, and statements regarding the anticipated benefits and timing of the completion of the Business Combination, the assets held by
NuCube and by Launch Two, advanced nuclear energy, microreactor deployment, industrial power generation, AI data center energy demand
and related energy infrastructure trends, the anticipated business of the Combined Company, NuCube and the markets in which they operate,
planned business strategies, including, without limitation, NuCube’s plans to deploy its microreactor technologies to support industrial,
manufacturing and data center energy needs, plans and use of proceeds, objectives of management for future operations of NuCube, expected
operating costs of the Combined Company and its subsidiaries, the upside potential and opportunity for investors, the Combined Company
and NuCube’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive
position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition
and performance and expected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination
and the level of redemptions of Launch Two’s public shareholders, and the Parties’ respective or collective expectations,
intentions, strategies, assumptions, or beliefs about future events, results of operations, or performance or that do not solely relate
to historical or current facts. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions; but the Press Release may
include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements.

 

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Forward-looking statements are predictions, projections
and other statements about future events or conditions that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this Press Release, including, but not limited to: the risk that the Business Combination may not be completed in a timely manner or at
all, which may adversely affect the price of Launch Two’s securities; the risk that the Business Combination may not be completed
by Launch Two’s business combination deadline or any extension thereto; the failure by the Parties to satisfy the conditions to
the consummation of the Business Combination, including the approval of Launch Two’s shareholders; the failure of the Combined Company
to obtain or maintain the listing of its securities on the Nasdaq Stock Market or the New York Stock Exchange after closing of the Business
Combination; costs related to the Business Combination; changes in business, market, financial, political and regulatory conditions; risks
relating to NuCube’s or the Combined Company’s anticipated operations and business, including, without limitation, NuCube’s
plans to design, license, commercialize and deploy its microreactor technologies, including the costs, timeline, regulatory approvals
and risks associated therewith; risks related to increased competition in the industries in which the Combined Company will operate; risks
that after consummation of the Business Combination, the Combined Company may experience difficulties managing its growth, expanding operations,
or executing its strategies; risks relating to the licensing, regulatory approval, construction, deployment and operation of advanced
nuclear reactor technologies and related energy infrastructure; the outcome of any potential legal proceedings that may be instituted
against NuCube, Launch Two, or others following announcement of the Business Combination; and those risk factors discussed in documents
that NuCube or Launch Two filed, or will file, with the SEC.

 

The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the (i) final prospectus of Launch Two dated as of October 7, 2024 and filed by Launch Two with the SEC on October 8, 2024
(the “IPO Prospectus”), (ii) the annual report on Form 10-K filed by Launch Two with the SEC on March 27, 2026, (iii) a registration
statement on Form S-4 that Launch Two and NuCube intend to file in connection with the Business Combination, which will include a proxy
statement of Launch Two, and other documents filed or to be filed by Launch Two and NuCube from time to time with the SEC. These materials
do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. There may be additional risks that neither Launch Two nor NuCube presently knows
or that Launch Two and NuCube currently believe are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements.

 

Forward-looking statements speak only as of the
date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the Parties or any of their
representatives assumes any obligation and do not intend to update or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. None of the Parties nor any of their representatives gives any assurance that any of Launch
Two, NuCube, or the Combined Company will achieve its expectations.

 

Contacts

 

For Investors

 

NuCube Energy, Inc. — [email protected]

 

For Media

 

NuCube Energy, Inc. — [email protected]

 

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