Launch Two Acquisition Corp 8-K, filed Oct 20, 2026
Launch Two Acquisition Corp. (LPBB)
About this 8-K
Launch Two Acquisition Corp filed this 8-K on October 20, 2026, reporting on events of October 19, 2026.
Launch Two Acquisition Corp. amended its NuCube business combination agreement to extend the Outside Date to January 7, 2027, permit Series A-4 Preferred Stock financings, and increase incentive-plan reserves while establishing a new employee stock purchase plan. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date
of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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telephone number, including area code: (
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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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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
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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.
As previously reported on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”), on June 30, 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, 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. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement.
On October 19, 2026, Launch Two, NuCube and Merger Sub entered into the Amendment No. 1 to the Business Combination Agreement (the “First Amendment”) to (i) amend Section 7.1(b) of the Business Combination Agreement to extend the Outside Date to January 7, 2027, at 5:00 p.m., Eastern time, subject to the limitations on termination set forth therein, (ii) permit NuCube to enter into securities purchase agreements with investors from time to time prior to the Closing for the issuance and sale of a new series of its preferred stock designated as “Series A-4 Preferred Stock” (such investments, collectively, the “NuCube Financings”), on terms substantially similar to, and not materially more favorable to investors in the aggregate than, the financing terms set forth in Appendix A to the First Amendment, (iii) amend the definition of Fully Diluted Company Shares with the result that the issuance of the Series A-4 Preferred Stock will not reduce the aggregate Merger Consideration to be received by holders of NuCube securities before giving effect to such issuance, (iv) increase the share reserve under the Incentive Plan from 10% to 12.5% of the outstanding shares of Launch Two after giving effect to the Closing, and (v) require Launch Two to establish a new employee stock purchase plan with a share reserve equal to 2% of the fully diluted equity capitalization after giving effect to the Closing. Such financing terms provide for the issuance of Series A-4 Preferred Stock at a purchase price of $12.779 per share, with a 1:1 conversion ratio and 50% warrant coverage at an exercise price of $15.887 per warrant share. The First Amendment further confirms that the NuCube Financings shall constitute Transaction Financings for all purposes under the Business Combination Agreement.
Other than as expressly modified pursuant to the First Amendment, the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Launch Two with the SEC on June 30, 2026, remains in full force and effect as originally executed. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference.
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Additional Information and Where to Find It
Launch Two and NuCube have filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to SPAC shareholders in connection with SPAC’s solicitations of proxies from its shareholders with respect to the transactions related to the proposed business combination (the “Business Combination”) among Launch Two, NuCube and Merger Sub pursuant to the Business Combination Agreement and other matters described in the Registration Statement, and a prospectus relating to the offer of the securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of SPAC as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of SPAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Launch Two, NuCube and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Launch Two Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612, Attn: Jay McEntee, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this communication in each case is not incorporated by reference into, and is not a part of, this communication.
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 (as defined below). 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 definitive proxy statement/prospectus included in the Registration Statement 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 definitive proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety as 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.
No Offer or Solicitation
A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective; and this Report 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 CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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Forward-Looking Statements
This Current Report on Form 8-K 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 post-Business Combination company (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 this Current Report on Form 8-K 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.
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 Current Report on Form 8-K, 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 have 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) the Registration Statement, which includes a proxy statement/prospectus 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.
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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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 2.1* | First Amendment to the Business Combination Agreement. | |
| 104 | Cover Page Interactive Data File (embedded with the Inline XRBL document). |
| * | The exhibits and schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally to the SEC a copy of all omitted exhibits and schedules upon its request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 20, 2026
| Launch Two Acquisition Corp. | ||
| By: | /s/ James J. McEntee | |
| Name: | James J. McEntee | |
| Title: | Chief Executive Officer | |
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Exhibit 2.1
EXECUTION COPY
AMENDMENT NO. 1 TO
BUSINESS
COMBINATION AGREEMENT
This Amendment No. 1 to Business Combination Agreement (this “Amendment”) is made and entered into as of October 19, 2026, by and among (i) Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC”), (ii) Tesseract Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), (iii) NuCube Energy, Inc., a Delaware corporation (the “Company”), (iv) James McEntee, an individual, in his capacity as the SPAC Representative (the “SPAC Representative”), and (v) IdealabAZ, Inc., a Delaware corporation, in its capacity as the Seller Representative (the “Seller Representative”). SPAC, Merger Sub, the Company, the SPAC Representative and the Seller Representative are referred to herein collectively as the “Parties” and individually as a “Party”.
Capitalized terms used herein that are not defined herein have the meanings given to such terms in that certain Business Combination Agreement made and entered into as of June 25, 2026, by and among the Parties (the “Business Combination Agreement”).
RECITALS:
WHEREAS, the Business Combination Agreement requires that, during the Interim Period, SPAC and the Company will use reasonable best efforts to enter into Financing Agreements for Transaction Financings on terms that are mutually agreed between SPAC and the Company;
WHEREAS, Transaction Financings include, among other things, a capital raising transaction in connection with the Transactions structured as an investment in the preferred equity of the Company;
WHEREAS, the Parties desire that to acknowledge and confirm that any Company Financing (as defined hereinbelow) constitutes a Transaction Financing and that any Company Financing Agreements (as defined hereinbelow) constitute Financing Agreements, in each case for all purposes under the Business Combination Agreement;
WHEREAS, in connection with the Company Financings, the Parties desire to clarify certain provisions of the Business Combination Agreement regarding Company Securities and the Transaction Financing so as to treat all Company Securities issued or issuable in connection with any Company Financing as if they had been issued in a Transaction Financing at the Closing; and
WHEREAS, pursuant to Section 9.8 of the Business Combination Agreement, the Business Combination Agreement may be amended, supplemented or modified by a written instrument signed by SPAC, the Company and the Seller Representative.
NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the Parties hereto agree as follows:
| 1. | Company Financing. |
1.1. Further to the Parties’ respective obligations to expend reasonable best efforts to enter into Financing Agreements for Transaction Financings, the Company proposes to enter into securities purchase agreements in substantially the form attached as a schedule to Appendix A attached hereto with investors from time to time prior to the Closing for the sale of a new series of the Company’s preferred stock to be designated as “Series A-4 Preferred Stock” (each a “Company Financing Agreement” and all such agreements taken together the “Company Financing Agreements”) on the terms set forth as part of Appendix A attached hereto (the “Company Financing Terms”; each such investment a “Company Financing” and all such investments together, the “Company Financings”).
1.2. Section 5.20(a) of the Business Combination Agreement requires that SPAC and the Company agree on, among other things, the terms, structuring, strategy and approach of any Transaction Financings. The Parties (including SPAC and the Company) hereby agree (a) to the Company Financing Terms and (b) that Company Financings on financing terms that are substantially similar to, and not materially more favorable to the investor in the aggregate than, the Company Financing Terms shall constitute Transaction Financings for all purposes under the Business Combination Agreement. For the avoidance of doubt, any investor financing terms proposed to be entered into by the Company that are more favorable to the investors in the aggregate than those comprising the Company Financing Terms are not permitted by this Amendment and shall require the mutual consent of SPAC and the Company pursuant to Section 5.20(a) of the Business Combination Agreement.
1.3. All Company Common Stock issued in connection with any Company Financing, or issued upon conversion or exercise prior to the Closing of any Company Securities issued in connection with any Company Financing (together “Company Financing Shares”), shall in each case be included in the Company Common Stock for the purposes of Section 1.9(a) and Section 1.12 of the Business Combination Agreement, but for purposes of clarity and ease of identification, such Company Financing Shares will be identified in the Closing Consideration Spreadsheet as a sub-line separate from the other shares of Company Common Stock for purposes of Section 1.12 of the Business Combination Agreement.
1.4. Each warrant for the purchase of Company Stock issued in connection with any Company Financing on the Company Financing Terms and in substantially the form attached as a schedule to Appendix A attached hereto (each, a “Company Financing Warrant”) are, and shall constitute, a Company Warrant, and will become an Assumed Warrant, for purposes of Section 1.9(e) and Section 1.12 of the Business Combination Agreement, but for purposes of clarity and ease of identification, such Company Financing Warrant and the shares of Company Stock issuable upon exercise of such Company Financing Warrant will be identified in the Closing Consideration Spreadsheet as a sub-line separate from the other Company Warrants and Company Securities for purposes of Section 1.12 of the Business Combination Agreement.
1.5. Each investor in a Company Financing (each, a “Company Financing Investor”) will, in such capacity, be excluded from the definition of Company Stockholders for purposes of Section 1.13 of the Business Combination Agreement, and such Company Financing Investor will not participate in the Earnout Shares in respect of its Company Financing Shares.
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For the avoidance of doubt, such exclusion will not preclude an investor from the definition of Company Stockholder if such investor is a pre-existing stockholder of the Company by means of its acquisition of Company Securities prior to the date of this Amendment; provided, that such a pre-existing stockholder’s participation in Section 1.13 of the Business Combination Agreement will be limited to such pre-existing ownership of Company Securities and will not include any rights in respect of any Company Financing Shares.
1.6. The aggregate gross proceeds of the Company Financings will be taken into account, and be part of, the calculation of Net Cash Proceeds and the determination of the Minimum Cash Condition, including for purposes of Section 6.2(c) of the Business Combination Agreement.
1.7. The Company Financings and the Company Financing Documents, and the terms thereof, will be deemed to have been disclosed and included in the representations and warranties of the Company under the Business Combination Agreement, and will not be taken into account in determining whether there has been any change or inaccuracy in the representations and warranties of the Company under Section 6.3(a) of the Business Combination Agreement.
1.8. Without limiting Section 1.2, and in furtherance of the intent of the Parties under this Section 1, (a) the execution, delivery and performance by the Company of the Company Financing Agreements, the establishment of the Company’s Series A-4 Preferred Stock and the authorization and reservation of shares of Series A-4 Preferred Stock in respect thereof, the issuance and sale of Company Securities pursuant to the Company Financing Agreements, including the Company Financing Warrants, the reservation and issuance of the Company Financing Shares upon exercise of the Company Financing Warrants, and the receipt and use by the Company of the proceeds of the Company Financings, on the terms described in this Amendment and in the Company Financing Terms (including as set forth on Appendix A attached hereto), are hereby expressly approved and consented to by SPAC and shall be deemed to be expressly contemplated and permitted by the Business Combination Agreement, including Sections 5.2 and 5.20 thereof, and (b) none of the execution, delivery or performance of the Company Financing Agreements, the establishment of the Company’s Series A-4 Preferred Stock and the authorization and reservation of shares of Series A-4 Preferred Stock in respect thereof, the consummation of the Company Financings, the issuance or sale of the Company Financing Shares or the Company Financing Warrants, or the reservation or issuance of the Company Financing Shares upon exercise of the Company Financing Warrants, shall constitute or be deemed to constitute a breach or violation of Section 5.2 of the Business Combination Agreement. For the avoidance of doubt, the consent and approval set forth in this Section 1.8 shall apply only to Company Financings on the Company Financing Terms, as permitted by Section 1.2, and shall not constitute a consent to any issuance of Company Securities not permitted by Section 1.2.
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| 2. | Amendments to Business Combination Agreement. |
2.1. Amendments in Respect of Company Financings.
2.1.1. The first sentence of Section 4.3(a) of the Business Combination Agreement (Capitalization) is hereby amended and restated in its entirety to read as follows:
“The Company is authorized to issue (i) 41,000,000 shares of Company Common Stock, of which 1,604,250 shares are issued and outstanding, and (ii) 34,879,428 shares of Company Preferred Stock, of which the Company has designated (A) 7,500,000 shares as Pre-Seed 1 Preferred Stock, all of which are currently issued and outstanding, (B) 5,139,153 shares as Series Seed Preferred Stock, all of which are currently issued and outstanding, (C) 850,145 shares as Series A-1 Preferred Stock, 829,829 of which are currently issued and outstanding, (D) 722,353 shares as Series A-2 Preferred Stock, 668,846 of which are currently issued and outstanding, (E) 14,667,777 shares as Series A-3 Preferred Stock, all of which are currently issued and outstanding, and (F) 6,000,000 shares as Series A-4 Preferred Stock, none of which are currently issued and outstanding but all of which may be issued in connection with one or more Transaction Financings.”.
2.1.2. Schedule 4.3(a) to the Business Combination Agreement (Capitalization) is hereby amended to include the Company Financing Warrants and the Company Financing Shares issuable thereunder.
2.1.3. The first sentence of Section 4.3(d) of the Business Combination Agreement (Capitalization) is hereby amended and restated in its entirety to read as follows:
“The Company has reserved 1,011,139 shares of Company Common Stock, and up to 1,956,353 shares of Company Preferred Stock, for issuance upon exercise of Company Warrants.”.
2.1.4. Schedule 4.3(d) to the Business Combination Agreement (Capitalization) is hereby amended to include the Company Financing Warrants and the Company Financing Shares issuable thereunder.
2.1.5. Schedule 4.8 to the Business Combination Agreement (Absence of Certain Changes) is hereby amended to include the Company Financing.
2.1.6. The defined term “Company Preferred Stock” in Section 10.1 of the Business Combination Agreement (Certain Definitions) is hereby amended and restated in its entirety to read as follows:
“ “Company Preferred Stock” means, collectively, the Pre-Seed 1 Preferred Stock, Series Seed Preferred Stock, the Series A-1 Preferred Stock, the Series A-2 Preferred Stock, the Series A-3 Preferred Stock and, solely for purposes of Section 1.9(a), the Series A-4 Preferred Stock.”.
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2.1.7. The defined term “Fully Diluted Company Shares” in Section 10.1 of the Business Combination Agreement (Certain Definitions) is hereby amended to add a sentence at the end of such definition to read as follows:
“Notwithstanding anything else to the contrary, and in precedence to the language of the definition of Fully Diluted Company Shares, the shares of Company Preferred Stock issued as part of the Transaction Financings, the shares of Company Common Stock issued in respect thereof as part of the Preferred Conversion, and the Company Warrants issued as part of the Transaction Financings, and the Company Securities issuable upon exercise thereof, shall not be included as part of the calculations of, and shall not constitute, Fully Diluted Company Shares.”.
2.1.8. Section 10.2 of the Business Combination Agreement (Section References) is hereby amended to: (a) include the terms “Company Financing Agreement”, “Company Financing Agreements”, “Company Financing Terms”, “Company Financing” and “Company Financings” in their respective appropriate alphabetical order, accompanied by each term’s applicable cross-reference Section of “Section 1.1 of Amendment No. 1 to this Agreement”; (b) include the term “Company Financing Shares” in its appropriate alphabetical order, accompanied by such term’s applicable cross-reference Section of “Section 1.3 of Amendment No. 1 to this Agreement”; (c) include the term “Company Financing Warrant” in its appropriate alphabetical order, accompanied by such term’s applicable cross-reference Section of “Section 1.4 of Amendment No. 1 to this Agreement”; and (v) include the term “Company Financing Investor” in its appropriate alphabetical order, accompanied by such term’s applicable cross-reference Section of “Section 1.5 of Amendment No. 1 to this Agreement”.
2.2. Amendment in Respect of the Outside Date. Section 7.1(b) of the Business Combination Agreement (Termination) is hereby amended and restated in its entirety to read as follows:
“(b) by written notice by SPAC or the Company if any of the conditions to the Closing set forth in Article VI have not been satisfied or waived by 5:00 pm, eastern time, on January 7, 2027 (the “Outside Date”); provided that the right to terminate this Agreement under this Section 7.1(b) shall not be available to a Party if the breach or violation by such Party or its Affiliates of any representation, warranty, covenant or obligation under this Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date;”.
2.3. Amendments in Respect of Incentive Plans.
2.3.1. Clause (iii) of Section 5.12(a) of the Business Combination Agreement (The Registration Statement) is hereby amended and restated to read as follows:
“(iii) adoption and approval of a new equity incentive plan for SPAC, substantially in the form attached hereto as Exhibit J (the “Incentive Plan”), and a new employee stock purchase plan for SPAC, in customary form and substance reasonably acceptable to the Company and SPAC, and a reservation of shares under such employee stock purchase plan equal to equal to 2% of the fully diluted capitalization of SPAC after giving effect to the Closing,”.
2.3.2. Footnote 1 to Section 5(a)(i) of the NuCube Holdings, Inc. 2026 Equity Incentive Plan attached as Exhibit J (Form of Incentive Plan) to the Business Combination Agreement is hereby amended to delete the “10%” appearing in the first line of such footnote and to replace it with “12.5%”.
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3. Miscellaneous.
3.1. Except as expressly amended by this Amendment, the Business Combination Agreement shall remain unchanged and in full force and effect in accordance with its terms. This Amendment shall not constitute a waiver, amendment or modification of any provision of the Business Combination Agreement except as expressly set forth herein.
3.2. From and after the date hereof, each reference in the Business Combination Agreement to “this Agreement,” “hereof,” “hereunder,” “herein” or words of like import shall be deemed to refer to the Business Combination Agreement as amended by this Amendment.
3.3. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Business Combination Agreement, the terms of this Amendment shall control.
3.4. Each Party executing this Amendment represents and warrants to the other Parties that: (a) it has all requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder; (b) the execution, delivery and performance of this Amendment have been duly authorized by all necessary action on its part; and (c) this Amendment has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery by the other Parties, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.
3.5. The provisions of Article IX of the Business Combination Agreement shall apply to this Amendment mutatis mutandis as if set forth herein in full.
3.6. This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by electronic transmission, including by PDF, shall be effective as delivery of a manually executed counterpart of this Amendment.
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IN WITNESS WHEREOF, each of the Parties has duly executed and delivered, or has caused its duly authorized representative to execute and deliver, this Amendment as of the date first written hereinabove.
| LAUNCH TWO ACQUISITION CORP. | ||
| By: | /s/ James J. McEntee | |
| Name: | James J. McEntee | |
| Title: | Chief Executive Officer | |
| TESSERACT MERGER SUB INC. | ||
| By: | /s/ Jurgen van de Vyver | |
| Name: | Jurgen van de Vyver | |
| Title: | President | |
| NUCUBE ENERGY, INC. | ||
| By: | /s/ Cristian Rabiti | |
| Name: | Cristian Rabiti | |
| Title: | Chief Executive Officer | |
| SPAC Representative: | ||
| /s/ James J. McEntee | ||
| JAMES MCENTEE, solely in his capacity as SPAC Representative | ||
| Seller Representative: | ||
| IDEALABAZ, INC., solely in its capacity as Seller Representative | ||
| By: | /s/ Allen Morgan | |
| Name: | Allen Morgan | |
| Title: | Chief Executive Officer | |
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APPENDIX A
COMPANY FINANCING TERMS
| Investors: | Qualified investors interested in a private placement investment in the capital stock of the Company (NuCube) prior to the Closing (as opposed to in a PIPE financing for the acquisition of the shares of SPAC at the Closing). |
| Securities to be Acquired: | Shares of a new series of preferred stock of the Company to be designated as “Series A-4 Preferred Stock”, which will have the substantially the same terms, and be pari passu with, the Company’s other series of Series A Preferred Stock. |
| Purchase Price: | $12.779 per share of “Series A-4 Preferred Stock”, which represents approximately a $9.25 exercise price per share of SPAC common stock at the projected conversion ratio of 1.3815, which translates to an approximately 14.5% discount to the Reference Price under the Business Combination Agreement. |
| Conversion Ratio: | 1:1 |
| Liquidation Preference: | Issue Price |
| Warrant Coverage: | 50% warrant coverage at an exercise price of $15.887 per warrant share, which represents approximately an $11.50 exercise price per share of SPAC common stock at the projected conversion ratio of 1.3815. |
Schedules to this Appendix A:
| Schedule 1: | Form of Fourth Amended and Restated Certificate of Incorporation of NuCube Energy, Inc. |
| Schedule 2: | Form of Series A-4 Preferred Stock Purchase Agreement |
| Schedule 3: | Form of Warrant Certificate and Warrant Agreement of NuCube Energy, Inc. |
| Schedule 4: | Form of Omnibus Amendment to NuCube stockholder agreements |
| Schedule 5: | Form of Omnibus Joinder to NuCube stockholder and support agreements |
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