Launch Two Acquisition Corp. 與 NuCube Energy 簽訂 5 億美元業務合併協議

false
 0002023676
 E9
 CA
 
 
 
 
 
 
 
 0002023676
 
 
 2026-06-25
 2026-06-25
 
 
 
 
 0002023676
 
 LPBBW:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneRedeemableWarrantMember
 
 
 
 2026-06-25
 2026-06-25
 
 
 
 
 0002023676
 
 LPBBW:ClassOrdinarySharesParValue0.0001PerShareMember
 
 
 
 2026-06-25
 2026-06-25
 
 
 
 
 0002023676
 
 LPBBW:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
 
 
 
 2026-06-25
 2026-06-25
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION
13 OR 15(d)

OF THE SECURITIES EXCHANGE
ACT OF 1934

 

Date of Report (Date
of earliest event reported): June 25, 2026

 

Launch Two Acquisition
Corp.

(Exact name of registrant
as specified in its charter)

 

 
 Cayman Islands
  
 001-42306
  
 98-1801568

 
 (State or other jurisdiction of

incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

 
 

180 Grand Avenue, Suite 1530

Oakland, CA 94612 

(Address of principal executive offices, including
zip code)

 

Registrant’s
telephone number, including area code: (510)  692-9600

 

Not Applicable

(Former name or former
address, if changed since last report)

 

Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:

 

 
 ☒
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
 

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
 

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
 

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section
12(b) of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange

on which registered

 
 Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
  
 LPBBU
  
 The Nasdaq Stock Market LLC

 
 Class A ordinary shares, par value $0.0001 per share
  
 LPBB
  
 The Nasdaq Stock Market LLC

 
 Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share
  
 LPBBW
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

  

 

 

Item 1.01 Entry into a Material Definitive
Agreement.

 

Business Combination Agreement

 

General Description of the Business Combination
Agreement

 

On June 25, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”
or “Launch Two”), entered into a Business Combination Agreement (the “Business Combination Agreement”)
with NuCube Energy, Inc., a Delaware corporation (together with its successors, “NuCube” or the “Company”),
Tesseract Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Jay
McEntee, in the capacity as the representative, from and after the Effective Time (as defined below), for the shareholders of SPAC as
of immediately prior to the Effective Time and their successors and assigns (other than the Company Stockholders) and IdealabAZ, Inc.,
a Delaware corporation, in the capacity as representative, from and after the Effective Time, for the Company Stockholders as of immediately
prior to the Effective Time (the “Seller Representative”). Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to such terms in the Business Combination Agreement.

 

Pursuant to the Business Combination
Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the “Closing”,
and the date and time of the Closing, the “Closing Date”) of the transactions contemplated by the Business Combination
Agreement (the “Business Combination”), SPAC will de-register from the Register of Companies of the Cayman Islands
and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware
corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation
Law of the State of Delaware (the “Domestication”); and (ii) following the Domestication, (A) Merger Sub will
merge with and into NuCube, with NuCube continuing as the surviving entity (the “Merger”) and, as a result of
which, each share of common stock of the Company, par value $0.0001 per share (the “Company Common Stock”) issued
and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (after giving effect
to the Preferred Conversion (as defined below)) shall no longer be outstanding and shall automatically be cancelled and cease to exist
in exchange for the right to receive a number of shares of common stock of SPAC, par value $0.0001 per share (the “SPAC Common
Stock”) equal to the Exchange Ratio (as defined below), and (B) prior to the Effective Time, all outstanding shares of preferred
stock of NuCube will either be exchanged for, or convert into, shares of Company Common Stock at the applicable conversion ratio (including
any accrued or declared but unpaid dividends) in accordance with the Company’s organizational documents (the “Preferred
Conversion”). As a result of the Merger and the Business Combination, NuCube will become a wholly owned subsidiary of SPAC,
all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

 

At the Effective Time, each
outstanding option (whether vested or unvested) (each, a “Company Option”) to purchase Company Common Stock
will be assumed by and automatically converted into an option for shares of SPAC Common Stock (each, an “Assumed Option”)
subject to the same terms, conditions, vesting schedule and other provisions as are currently applicable to such Company Options; provided
that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the product of the Exchange Ratio
(as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to
the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise price
of the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.

 

At the Effective Time, each warrant to purchase Company Common Stock
(each, a “Company Warrant”) that is outstanding and unexercised immediately prior to the Effective Time shall
be assumed by SPAC and automatically converted into a warrant for shares of SPAC Common Stock (each, an “Assumed Warrant”).
Each Assumed Warrant will be subject to the same terms, conditions and other provisions as are currently applicable to the applicable
Company Warrant; provided that each Assumed Warrant will be exercisable for the number of shares of SPAC Common Stock equal to
the product of the Exchange Ratio multiplied by the number of shares of Company Common Stock subject to such Company Warrant as of immediately
prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise
price of such Company Warrant divided by the Exchange Ratio, rounded up to the nearest whole cent.

 

 1

  

 

 

Consideration

 

The aggregate consideration
to be delivered to the security holders of NuCube as of the Effective Time will be a number of newly issued shares of SPAC Common Stock
equal to the quotient of (A) $500,000,000 minus the excess of the Company’s expenses (if any) over $5,000,000 (such net amount,
the “Purchase Price”), divided by (B) $10.82 (the “Reference Price”), with
each holder of Company Common Stock (each, a “Company Stockholder”) receiving, for each share of Company Common
Stock held immediately prior to the Effective Time (after giving effect to the Preferred Conversion or otherwise treating shares of Company
Preferred Stock on an as-converted to Company Common Stock basis), a number of shares of SPAC Common Stock equal to the Exchange Ratio,
each holder of Company Options receiving for such holder’s Company Options then held the Assumed Options, and each holder of Company
Warrants receiving for such holder’s Company Warrants then held the Assumed Warrants. The Exchange Ratio refers to the quotient
obtained by dividing (i) the quotient of the Purchase Price divided by the Reference Price by (ii) the Fully Diluted Company Shares (as
defined below) (the “Exchange Ratio”).

 

The Business Combination Agreement
also provides for an earnout of up to 12,575,000 additional shares of SPAC Common Stock (the “Earnout Shares”)
to Company Stockholders following the Closing. The Earnout Shares will be released from escrow if, during the three-year period following
the Closing, the volume weighted average price of SPAC Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock dividends, reorganizations and recapitalizations and similar transactions after the Closing) for at least 20 trading days within
any consecutive 30 trading day period (the “Triggering Event”), subject to adjustment as set forth in the Business
Combination Agreement. If the Triggering Event is achieved, 50% of the Earnout Shares will be released 90 days following confirmation
of such Triggering Event (the “Determination Date”), and the remaining 50% of the Earnout Shares will be released
180 days after the Determination Date. If the Triggering Event is not achieved during the Earnout Period, the Earnout Shares will be forfeited
to SPAC and cancelled.

 

The “Fully Diluted
Company Shares” means, without duplication, (a) the total number of shares of Company Common Stock issued and outstanding
as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), plus (b) the aggregate number
of shares of Company Common Stock issuable upon, or pursuant to the conversion of Company SAFEs, plus (c) the aggregate number
of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of
immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated on a “cashless”
(i.e. net exercise basis), plus (d) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise
of Company Warrants that are issued and outstanding as of immediately prior to the Effective Time, treating such Company Warrants as having
been exercised in full (calculated on a “cashless” (i.e., net exercise) basis).

 

Representations and Warranties

 

The
Business Combination Agreement contains representations and warranties that are reasonably customary for similar transactions that are
made by the parties as of the date of the Business Combination Agreement, or other specified dates, solely for the benefit of certain
of the parties to the Business Combination Agreement, and in certain cases are subject to specified exceptions and materiality, Material
Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information
provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect”
means, with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably
be expected to have, individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of
operations or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability
of such person or entity or any of its subsidiaries on a timely basis to consummate the Business Combination, subject to customary exceptions.

 

 2

  

 

 

No Survival

 

The representations and warranties
of the parties contained in the Business Combination Agreement terminate as of, and do not survive, the Closing, and there are no indemnification
rights for another party’s breach. The covenants and agreements of the parties contained in the Business Combination Agreement do
not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreements will
survive until fully performed. 

 

Covenants of the Parties

 

Each party to the Business
Combination Agreement has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the
Business Combination. The Business Combination Agreement also contains certain customary covenants by each of the parties that apply during the
period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination
Agreement (the “Interim Period”), including (i) the provision of access to the applicable party’s properties,
books and personnel; (ii) the operation of the parties’ respective businesses in the ordinary course of business; (iii) the current
and timely filing of SPAC’s public filings; (iv) no insider trading; (v) notifications to the other parties of certain breaches,
consent requirements and other matters; (vi) obtaining third-party and regulatory approvals; (vii) tax matters; (viii) further assurances;
(ix) public announcements; (x) confidentiality; and (xi) other covenants. The Business Combination Agreement also contains certain customary
post-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance of books and records; and (3)
the indemnification of directors and officers.

 

Additionally,
both the SPAC and the Company agreed that it will not solicit or enter into a competing alternative
transaction, in accordance with customary terms and provisions set forth in the Business Combination Agreement.

 

SPAC agreed that it will not
approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or otherwise change, withdraw,
withhold, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify its recommendation to its shareholders
(the “SPAC Board Recommendation”) for approval of the Business Combination Agreement and the Business Combination
(a “Change in Recommendation”); provided, however, that if the SPAC’s board of directors
(the “SPAC Board”), after consultation with its outside legal counsel, determines in good faith, in response
to an Intervening Event, that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable
law, then the SPAC Board may make a Change in Recommendation; provided that SPAC will not be entitled to make a Change in Recommendation
unless (i) SPAC delivers to NuCube a written notice advising NuCube that the SPAC Board proposes to take such action and containing the
material facts underlying its determination that an Intervening Event has occurred, and (ii) at or after 5:00 p.m., New York City time,
on the fifth Business Day immediately following delivery of such notice (subject to an additional three Business Day period for any new
notice relating to a material development with respect to such Intervening Event), the SPAC Board reaffirms in good faith, after consultation
with its outside legal counsel and taking into account any adjustments to the terms of the Business Combination Agreement offered by NuCube,
that the failure to make a Change in Recommendation would be a breach of its fiduciary duties under applicable law; provided that any
Change in Recommendation shall not affect SPAC’s obligations to call an extraordinary general meeting to approve the SPAC Shareholder
Approval Matters.

 

 3

  

 

 

NuCube will deliver to SPAC
financial statements of NuCube audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified
opinion of the auditor thereon (collectively, the “Audited Financials”), as soon as reasonably practicable after
the date of the Business Combination Agreement but no later than 45 days from the date of the Business Combination Agreement (the “Audit
Delivery Date”).

 

SPAC and NuCube will, as promptly
as practicable after the date of the Business Combination Agreement, prepare and file with the U.S. Securities and Exchange Commission
(the “SEC”), a registration statement on Form S-4 (as amended, the “Registration Statement”)
in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of
the securities of SPAC to be issued pursuant to the Business Combination, and containing a proxy statement/prospectus for the solicitation
of proxies from SPAC shareholders to approve the Business Combination Agreement, the Business Combination and related matters at an extraordinary
general meeting of SPAC’s shareholders (the “SPAC Special Meeting”), and providing SPAC’s public
shareholders with an opportunity to request redemption of their public shares in connection with the Business Combination, as required
by SPAC’s amended and restated memorandum and articles of association and SPAC’s IPO Prospectus (as defined below) (the “Redemption”).

 

As promptly as practicable
after the Registration Statement has become effective and distributed by SPAC (and in all cases within ten days following such date),
the Company will either (a) call a meeting of its stockholders to obtain and deliver to SPAC a written consent of the Company Stockholders
in order to approve the Business Combination Agreement and each of the ancillary documents to which the Company is or is required to be
a party or bound and the consummation of the transactions contemplated thereby (the “Company Stockholder Approval”)
or (b) use its reasonable best efforts to obtain a signed written consent in lieu of a meeting of its stockholders for the Company Stockholder
Approval. At the request of SPAC, NuCube shall make the members of its management reasonably available to participate in management presentations,
“road shows,” rating agency presentations, meetings with financing sources and similar events in connection with obtaining
the approval of SPAC shareholders, any “share recycling” efforts by SPAC and the obtaining of any debt or equity financing
(including Transaction, ratings or governmental or other third-party approvals. 

 

The parties shall take
all action necessary so that, effective at the Closing, the post-Closing board of directors of SPAC (the “Post-Closing Board”)
will consist of at least seven individuals, two of which will be designated by SPAC (each of whom shall be independent directors in accordance
with the requirements of The Nasdaq Stock Market LLC (“Nasdaq”)), five of whom will be designated by NuCube
(at least three of whom shall be independent directors in accordance with the requirements of Nasdaq). The amended and restated organizational
documents of SPAC will provide for a classified board structure consisting of three classes of directors serving staggered terms. In addition,
at or prior to the Closing, SPAC will enter into customary director indemnification agreements with each member of the Post-Closing Board.
The parties shall also take all action necessary so that the individuals serving as the chief executive officer and chief financial officer,
respectively, of SPAC immediately after the Closing will be the same individuals (in the same office) as that of NuCube immediately prior
to the Closing (unless, at its sole discretion, NuCube desires to appoint another qualified person to either such role, in which case,
such other person(s) identified by NuCube shall serve in such role or roles).

 

 4

  

 

 

During the Interim Period,
SPAC and NuCube shall use reasonable best efforts to enter into written agreements for Transaction Financings (as defined below) with
aggregate proceeds of at least $100 million (on such terms and structuring and using such strategy, placement agents and approach, as
SPAC and NuCube shall mutually agree). “Transaction Financings” mean capital raising transactions in connection
with the Business Combination structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption
or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or
cash equivalents, in each case, whether such investment is into SPAC or NuCube.

 

Conditions to Closing

 

The obligations of the parties
to consummate the Business Combination are subject to various conditions, including the following mutual conditions of the parties, unless
waived: (i) the approval of the Business Combination Agreement and the Business Combination and related matters by the requisite vote
of each of SPAC’s shareholders and Company’s stockholders; (ii) the expiration or termination of any waiting period applicable
to the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining applicable regulatory approvals;
(iv) no law or order preventing or prohibiting the Business Combination; (v) appointment of the Post-Closing Board consistent with the
requirements of the Business Combination Agreement; (vi) the effectiveness of the Registration Statement; (vii) the Amended Organizational
Documents shall have been adopted as the Organizational Documents of SPAC; (viii); the SPAC Common Stock shall have been approved for
listing on Nasdaq or the New York Stock Exchange upon the Closing; and (ix) SPAC having adopted, on or prior to the Closing, an incentive
plan substantially in the form attached to the Business Combination Agreement.

 

In addition, unless waived
by NuCube, the obligations of NuCube to consummate the Business Combination are subject to the satisfaction of the following closing conditions,
in addition to customary certificates and other closing deliveries: (i) the representations of SPAC relating
to organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in
the Business Combination Agreement) and finders and brokers being true and correct in all material respects on and as of the date
of the Business Combination Agreement and as of the Closing Date (except to the extent that any such representation and warranty is expressly
made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such
earlier date); (ii) the representations and warranties of SPAC set forth in certain portions of the capitalization representation being
true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Business Combination Agreement
and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in
which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of
such earlier date); (iii) all other representations and warranties of SPAC being true and correct (without giving effect to any limitations
as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the Business Combination
Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation
and warranty is expressly made as of an earlier date, in which case such representation and warranty shall be true and correct in all
respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, individually
and in the aggregate has not had a Material Adverse Effect; (iv) SPAC having performed in all material respects its obligations and complied
in all material respects with the covenants and agreements under the Business Combination Agreement required to be performed or complied
with by SPAC on or prior to the Closing Date; (v) the sum of (x) the aggregate cash proceeds available for release from the Trust Account
(after giving effect to the completion and payment of the Redemption), plus (y) the aggregate gross proceeds of any Transaction
Financings minus (z) the aggregate amount of each party’s Expenses, shall equal or exceed $75,000,000; (vi) each of the Sponsor
Support Agreement, the Insider Letter Amendment and the Amended Registration Rights Agreement shall be in full force and effect in accordance
with the terms thereof as of the Closing; and (vii) SPAC shall have delivered certain other documents as set forth in the Business Combination
Agreement.

 

Unless waived by SPAC, the
obligations of SPAC to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition
to customary certificates and other closing deliveries: (i) the representations of NuCube relating
to capitalization being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the
Business Combination Agreement and as of the Closing Date; (ii) the representations of NuCube relating
to organization and standing, authorization, non-contravention, capitalization (other than the certain portions of such representation
in the Business Combination Agreement) and finders and brokers being true and correct (without giving effect to any limitation
as to “materiality” set forth therein) in all material respects on and as of the date of the Business Combination Agreement
and as of the Closing Date (except to the extent that any such representation and warranty is expressly made as of an earlier date, in
which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (iii) all other
representations and warranties of NuCube being true and correct (without giving effect to any limitation as to “materiality”
or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Business
Combination Agreement and on and as of the Closing Date (except to the extent that any such representation and warranty is expressly made
as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date),
except where the failure of such representations and warranties to be true and correct, individually and in the aggregate has not had
a Material Adverse Effect on NuCube; (iv) NuCube having performed in all material respects all of its obligations and complied in all
material respects with all of its agreements and covenants under the Business Combination Agreement required to be performed or complied
with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to NuCube since the date of the Business
Combination Agreement which is continuing and uncured; (vi) the Company Support Agreement, the Non-Competition Agreement, the Employment
Agreement, and the Amended Registration Rights Agreement being in full force and effect as of the Closing; (vii) the Preferred Conversion
shall have been completed; and (viii) NuCube having delivered certain other documents as set forth in the Business Combination Agreement.

 

 5

  

 

 

Termination

 

The Business Combination Agreement
may be terminated at any time prior to the Closing by either SPAC or NuCube if the Closing does not occur by October 9, 2026, (the “Outside
Date”); provided that if the SPAC obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction
Financing in the aggregate gross amount of at least $75,000,000 and (ii) the approval of its shareholders for an extension of the deadline
by which SPAC must complete its Business Combination, then the Outside Date shall automatically be amended to November 9, 2026; provided
further that this right to terminate the Business Combination Agreement shall not be available to any party if the breach or violation
by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the
cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date.

 

The Business Combination Agreement
may also be terminated under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons:
(i) by mutual written consent of SPAC and NuCube; (ii) by written notice by either SPAC or NuCube to the other if a governmental authority
of competent jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting
the Business Combination, and such order or other action has become final and non-appealable; (iii) by NuCube for SPAC’s uncured
breach of the Business Combination Agreement, such that the related closing condition would not be met; (iv) by SPAC for NuCube’s
uncured breach of the Business Combination Agreement, such that the related closing condition would not be met; (v) by SPAC, if there
shall have been a Material Adverse Effect on NuCube following the date of the Business Combination Agreement which is (or are) not cured
and continuing; (vi) by NuCube prior to obtaining the approval of the SPAC’s shareholders, if the SPAC Board shall have (x) made
a Change in Recommendation or (y) failed to include the SPAC Board Recommendation in the proxy statement; provided, however,
that NuCube shall provide such written notice, if at all, within 72 hours after the occurrence of either (x) or (y) above; (vii) by either
NuCube or SPAC if SPAC holds the SPAC Special Meeting to approve the Business Combination Agreement and the Business Combination, and
such approval is not obtained; (viii) by either NuCube or SPAC if the NuCube’s meeting to approve the Company Stockholder Approval
was held and NuCube’s stockholder approval was not obtained; and (ix) by written notice from SPAC to NuCube, at any time within
60 days after the Audit Delivery Date, if NuCube has not delivered the Audited Financials prior to the date of such notice of termination.

 

If the Business Combination
Agreement is terminated, all further obligations of the parties under the Business Combination Agreement (except for certain obligations
related to public announcements, confidentiality, effect of termination, fees and expenses, trust account waiver, and customary miscellaneous
provisions) will terminate, and no party to the Business Combination Agreement will have any further liability to any other party thereto
except for liability for fraud or for willful breach of the Business Combination Agreement prior to such termination.

 

Fees and Expenses 

 

All expenses incurred in connection
with the Business Combination Agreement and the Business Combination shall be paid by the party incurring such expenses; provided that
(i) if the Closing occurs, all expenses incurred by SPAC and NuCube will be paid or reimbursed by SPAC from the Trust Account, the Transaction
Financings, or other cash sources available to SPAC at the Closing, (ii) all fees, costs and expenses (including filing fees) under any
applicable antitrust laws shall be shared equally between the parties, (iii) all fees, costs and expenses (including filing fees and printer
costs) in connection with filing the Registration Statement shall be paid by SPAC, and (iv) all fees, costs and expenses (including filing
fees) in connection with a stock exchange listing application shall be paid by SPAC. If the Closing occurs, the fees in (iii) and (iv)
shall not count as transaction expenses for purposes of the forfeiture of Founder Shares and Placement Warrants (as defined below) pursuant
to the Sponsor Support Agreement.

 

Trust Account Waiver

 

Each of NuCube and Seller
Representative agreed that it and its respective affiliates will not have any right, title, interest or claim of any kind in or to any
monies in SPAC’s trust account held for its public shareholders, and has agreed not to, and waived any right to, make any claim
against the trust account (including any distributions therefrom).

 

 6

  

 

 

Governing Law

 

The Business Combination Agreement
is governed by New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York, New York (and any appellate courts thereof). Notwithstanding the foregoing, the provisions related to the matters set forth in
the Business Combination Agreement that relate to the Domestication, and all other provisions therein that are expressly or otherwise
required to be governed by the Laws of the Cayman Islands, shall be exclusively governed by and construed in accordance with the Laws
of the Cayman Islands.

 

Related Agreements

 

Company Support Agreement

 

Simultaneously with the execution
of the Business Combination Agreement, stockholders of NuCube holding capital stock of NuCube sufficient to approve the adoption of the
Business Combination Agreement and approve the Merger and the other transactions contemplated by the Business Combination Agreement (the
“Company Support Stockholders”) entered into support agreements (each, a “Company Support Agreement”),
pursuant to which, among other things, each Company Support Stockholder agreed to vote its shares of capital stock of NuCube (the “Subject
Stock”) in favor of the adoption of the Business Combination Agreement, the ancillary documents, the approval of the Business
Combination, the Preferred Conversion, and any amendments to NuCube’s organizational documents in connection therewith, subject
to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Business
Combination Agreement and the Business Combination (and any actions required in furtherance thereof), including executing and delivering
certain ancillary documents contemplated by the Business Combination Agreement, and to refrain from taking actions that would adversely
affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such
Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first
refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect
of the Business Combination. Each Company Support Stockholder also agreed to be bound by certain non-solicitation restrictions consistent
with the Business Combination Agreement and not to transfer their Subject Stock during the period from and including the date of the Company
Support Agreement and the first to occur of the date of Closing or the date on which the Company Support Agreement is terminated, subject
to certain customary exceptions. A copy of the form of the Company Support Agreement is attached as Exhibit 10.1 hereto and is incorporated
herein by reference.

 

Lock-Up Agreements

 

Simultaneously with the execution
of the Business Combination Agreement, certain stockholders of NuCube (the “Lock-Up Holders”) entered into lock-up
agreements (each, a “Lock-Up Agreement”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer,
pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares
of SPAC Common Stock other than shares of SPAC Common Stock and shares of SPAC Common Stock issuable upon the exercise of warrants acquired
by such Lock-Up Holder for value in the public markets and not pursuant to the Business Combination, (ii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of SPAC Common
Stock, or (iii) publicly disclose (other than in compliance with the Amended Registration Rights Agreement (as defined below)) the intention
to do any of the foregoing, for a period commencing from the Closing and ending on the date that is 180 days after the Closing Date (subject
to early release on the earlier upon (x) the date on which the volume-weighted average trading price of the SPAC Common Stock quoted on
Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed) is greater than or equal to $12.50 for any 20 trading
days within any 30 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which SPAC consummates
a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of its stockholders having the
right to exchange their shares for cash, securities, or other property), subject to certain customary transfer exceptions. A copy of the
form of the Lock-Up Agreement is attached as Exhibit 10.2 hereto and is incorporated herein by reference.

 

 7

  

 

 

Sponsor Support Agreement

 

Simultaneously with the execution
of the Business Combination Agreement, SPAC, NuCube and Launch Two Sponsor, LLC (the “Sponsor”), entered into
a support agreement (the “Sponsor Support Agreement”), pursuant to which the Sponsor agreed, among other things,
to (A) waive its anti-dilution rights with respect to the Class B ordinary shares of SPAC (the “Founder Shares”)
held by the Sponsor; and (B) vote all of the SPAC’s ordinary shares held by it in favor of (i) the Business Combination Agreement
and the Business Combination (ii) each other proposal included in the proxy statement for the SPAC Special Meeting and for which SPAC
Board has recommended that the SPAC shareholders vote in favor and against any competing transaction. In addition to the foregoing, the
Sponsor Support Agreement prevents transfers of the securities of SPAC held by the Sponsor between the date of the Sponsor Support Agreement
and its termination, subject to certain limited exceptions.

 

Additionally, Sponsor agreed that, to the extent SPAC’s Expenses,
less any deferred underwriting fee payable to the underwriter of SPAC’s initial public offering and any fees payable to placement
agents, investment banks, advisors or arrangers in connection with Transaction Financings exceed $5,000,000, Sponsor will immediately
prior to the Closing irrevocably transfer to SPAC, surrender and forfeit for no consideration a number of Founder Shares and private placement
warrants held by the Sponsor (the “Placement Warrants”) equal in value to such excess amount (with such shares
and warrants valued based on the Reference Price). A copy of the Sponsor Support Agreement is attached as Exhibit 10.3 hereto and is incorporated
herein by reference.

 

Non-Competition and Non-Solicitation Agreement

 

Simultaneously with the execution
and delivery of the Business Combination Agreement, Mr. Cristian Rabiti, the chief executive officer of NuCube, entered into a Non-Competition
and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of SPAC and the Company (the “Covered
Parties”), pursuant to which the Mr. Rabiti will agree for a period of 18 months after the Closing Date not to compete with
the Covered Parties and not to solicit the employees and customers of the Covered Parties, subject to the limitations set forth in the
Non-Competition Agreement. Mr. Rabiti will also agree not to disparage the Covered Parties and to customary confidentiality requirements.
A copy of the Non-Competition Agreement is attached as Exhibit 10.4 hereto and is incorporated herein by reference.

 

Insider Letter Amendment

 

Simultaneously with the execution
of the Business Combination Agreement, SPAC, Sponsor and the directors and officers of SPAC entered into an amendment (the “Insider
Letter Amendment”) to that certain letter agreement, dated as of October 7, 2024 (the “Insider Letter”).
Pursuant to the Insider Letter Amendment, the parties agreed, effective upon the Closing, to amend certain provisions of the Insider Letter
to provide that the lock-up provisions applicable to the SPAC Common Stock exchanged for SPAC Class B Ordinary Shares (the “Founder
Shares”) in the Merger shall be amended such that the applicable lock-up period shall commence from the Closing and end
on the date that is 180 days after the Closing Date (subject to early release on the earlier upon (x) the date on which the volume-weighted
average trading price of the SPAC Common Stock quoted on Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed)
is greater than or equal to $12.50 for any 20 trading days within any 30 trading day period beginning after the Closing and (y) subsequent
to the Closing, the date on which SPAC consummates a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of its stockholders having the right to exchange their shares of SPAC Common Stock for cash, securities, or other
property), subject to certain customary transfer exceptions. The foregoing description of the Insider Letter Amendment is qualified in
its entirety by reference to the full text of the Insider Letter Amendment, a copy of which is attached hereto as Exhibit 10.5
and incorporated herein by reference.

 

 8

  

 

 

Amended and Restated Registration Rights
Agreement

 

Prior to the Closing, SPAC,
the Sponsor and certain stockholders of NuCube will enter into an amended and restated registration rights agreement (the “Amended
Registration Rights Agreement”) that will amend and restate the registration rights agreement entered into at the time of
SPAC’s initial public offering, pursuant to which such stockholders of the Company, along with certain existing shareholders of
SPAC, will be entitled to customary demand and piggyback registration rights. A copy of the form of Amended Registration Rights Agreement
is attached as Exhibit 10.6 hereto and is incorporated herein by reference.

 

The Business Combination
Agreement and other agreements described above have been included to provide investors with information regarding their respective terms.
They are not intended to provide any other factual information about SPAC, NuCube, or the other parties thereto. In
particular, the assertions embodied in the representations and warranties in the Business Combination Agreement were made as of a specified
date, are modified or qualified by information in one or more confidential disclosure schedules prepared in connection with the execution
and delivery of the Business Combination Agreement, may be subject to a contractual standard of materiality different from what might
be viewed as material to investors, or may have been used for the purpose of allocating risk between the parties. Accordingly, the representations
and warranties in the Business Combination Agreement are not necessarily characterizations of the actual state of facts about SPAC, NuCube
or the other parties thereto at the time they were made or otherwise and should only be read in conjunction with the other information
that SPAC makes publicly available in reports, statements and other documents filed with the SEC. SPAC and NuCube investors and securityholders
are not third-party beneficiaries under the Business Combination Agreement and should not rely on the representations, warranties,
covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to
the Business Combination Agreement. 

 

The
foregoing descriptions of agreements and the transactions and documents contemplated thereby are not complete and are subject to and qualified
in their entirety by reference to the Business Combination Agreement, form of Company Support Agreement, form of Lock-Up Agreement, Sponsor
Support Agreement, Non-Competition Agreement, Insider Letter Amendment and form of Amended Registration Rights Agreement,
copies of which are filed with this Current Report on Form 8-K as Exhibits 2.1, 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, respectively, and
the terms of which are incorporated by reference herein.

 

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

 

On
June 25, 2026, pursuant to the Transfer Agreement (as defined below), Mr. Thomas D. Hennessy was appointed to the SPAC Board.

 

Thomas
D. Hennessy has served as a President of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses
on investing in industrial innovation, clean energy, technology, and critical minerals and mining companies. Since February 2026, Mr.
Hennessy has served as President and director of Hennessy Capital Investment Corp. VIII, a special purpose acquisition company. Since
January 2025, Mr. Hennessy has also served as President, Chief Operating Officer, and director of Hennessy Capital Investment Corp. VII,
a special purpose acquisition company. Since August 2023, Mr. Hennessy has served as chief executive officer and a director of Compass
Digital Acquisition Corp., a special purpose acquisition company. Mr. Hennessy has previously served as a Chairman and CEO of Global Technology
Acquisition Corp. I, a special purpose acquisition company. Mr. Hennessy has previously served as a director of TortoiseEcofin Acquisition
Corporation III, a special purpose acquisition company. Mr. Hennessy has previously served as Chairman and Chief Executive Officer of
two, a special purpose acquisition company, which in March 2024 closed a business combination agreement with LatAm Logistic Properties
S.A. (NYSE: LPA), a leading developer, owner, and manager of institutional quality, class A industrial and logistics real estate in Central
and South America. Mr. Hennessy has previously served as a director of Jaguar Global Growth Corporation I, a SPAC, which in October 2023
closed a business combination with Captivision Inc. (Nasdaq: CAPT), a leading designer and manufacturer of architectural media display
glass. Mr. Hennessy has previously served as a director of 7GC & Co. Holdings, a SPAC, which in December 2023 closed a business combination
with Banzai International Inc. (Nasdaq: BNZI), a leading marketing technology company that provides data-driven marketing and sales solutions.
Previously, Mr. Hennessy served as Chairman, Co-Chief Executive Officer, and President of PropTech Acquisition Corporation’s business
combination with Porch Group Inc. (Nasdaq: PRCH) in 2020 and subsequently served as an independent director of Porch Group. Mr. Hennessy
previously served as a Portfolio Manager of Abu Dhabi Investment Authority and prior to that as an Investment Associate for Sam Zell’s
Equity International. Mr. Hennessy started his career in the Investment Bank at Credit Suisse. Mr. Hennessy holds a B.A. degree from Georgetown
University and an MBA from the University of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as one of our directors
due to his extensive experience with special purpose acquisition companies and his expertise in mergers and acquisitions.

 

 9

  

 

 

SPAC
has entered into its standard director indemnification agreement with Mr. Hennessy. Pursuant to the indemnification agreement, SPAC has
agreed to indemnify and hold harmless Mr. Hennessy to the fullest extent permitted by applicable law and the Amended and Restated Memorandum
and Articles of Association of SPAC, subject to certain exceptions. Mr. Hennessy also entered into a joinder to the Insider Letter.

 

Item 8.01 Other Events.

 

Sponsor Transfer 

 

On
June 25, 2026, the Sponsor and HCG Opportunity III, LLC (the “Buyer”) entered into a sponsor transfer agreement
(the “Transfer Agreement”), pursuant to which among other things, the Buyer will acquire up to 2,875,000 Founder
Shares and up to 2,250,000 Placement Warrants from Sponsor (the “Sponsor Transfer”), and Mr. Hennessy would
be appointed to the SPAC Board following the execution of the Business Combination Agreement. The consummation of the Sponsor Transfer
is subject to certain conditions, including the consummation of the Business Combination.

 

CEO Employment Agreement

 

On
June 25, 2026, NuCube and Dr. Cristian Rabiti entered into a new Employment Agreement (the “CEO Employment Agreement”)
to set forth the terms of Dr. Rabiti’s compensation and employment as NuCube’s Chief Executive Officer, which will become
effective Closing. Pursuant to the terms of the Business Combination Agreement, in connection with the Closing, SPAC shall become the
parent entity of NuCube, and shall be referred to in this section as “Parent”. In the event that the Closing
does not occur or the Business Combination Agreement is terminated, the CEO Employment Agreement shall be void and shall not have any
force or effect. Once it becomes effective