Launch Two Acquisition Corp.

DEF 14A 1 ea0305459-def14a_launchtwo.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

Launch Two Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

launch two acquisition corp.

180 grand avenue, suite 1530

OAKLAND, CA 94612

LETTER TO SHAREHOLDERS

Dear Launch Two Acquisition Corp. Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”), which will be held on October 6, 2026, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.

Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to submit a proxy card or online by visitingwww.cstproxyvote.com.

The accompanying proxy statement (the “Proxy Statement”) is dated September 14, 2026 and is first being mailed to shareholders of the Company on or about September 15, 2026. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information about the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposals (the “Proposals”):

Each of the Proposals is more fully described in the accompanying Proxy Statement; please take the time to read carefully each of the Proposals before you vote. In addition to considering and voting on the foregoing Proposals, members of the Company’s management (the “Management”) will be available at the Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026 (the “2025 Annual Report”), and answer questions of shareholders regarding the Company’s current affairs.

The Company’s final prospectus filed in connection with the Company’s initial public offering that was consummated on October 9, 2024 (the “IPO”), which was filed with the SEC on October 8, 2024 (File No. 333-280965) and the Amended and Restated Charter currently provides that the Company has until October 9, 2026 (24 months after the consummation of the IPO) to complete a Business Combination.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the proposed transactions (the “NuCube Business Combination”) pursuant to that certain business combination agreement (the “NuCube Business Combination Agreement”), dated as of June 25, 2026, that the Company entered into with (i) NuCube Energy, Inc., a Delaware corporation (together with its successors, “NuCube”), (ii) Tesseract Merger Sub Inc., a Delaware corporation and the Company’s wholly-owned subsidiary, (iii) James J. McEntee, in the capacity as the Company shareholders’ representative, and (iv) Idealab AZ, Inc. a Delaware corporation, in the capacity as NuCube stockholders’ representative. For more information on the NuCube Business Combination, see the Registration Statement on Form S-4, which includes a proxy statement/prospectus, filed by NuCube and the Company with the SEC on September 11, 2026, in connection with the NuCube Business Combination (the “NuCube Registration Statement”).

While the Company currently has until October 9, 2026 to consummate a Business Combination (the “Combination Period”), and the Company is using its best efforts to complete the NuCube Business Combination as soon as practicable, the Board believes that there will likely not be sufficient time before October 9, 2026 to complete the NuCube Business Combination. The Board believes that the Extension is in the best interests of the Company and its shareholders because it would provide the Company additional time to pursue and consummate the NuCube Business Combination, or in the event that the NuCube Business Combination is not consummated, another initial business combination. Although the Company has entered into the NuCube Business Combination Agreement, the NuCube Business Combination Agreement currently provides for an outside date of October 9, 2026 (the “Outside Date”), and following the Outside Date, either NuCube or the Company may terminate the NuCube Business Combination Agreement. The NuCube Business Combination Agreement provides the Company with a right to extend the Outside Date by one month if specified conditions are satisfied, including executed agreements for at least $75 million in gross proceeds of fundraising in connection with the NuCube Business Combination and the approval of the Company’s shareholders of such extension.

If the NuCube Business Combination Agreement is not terminated following the Outside Date and is not amended, the Company expects to use the additional time provided by the Extension to pursue completion of the NuCube Business Combination. If the NuCube Business Combination Agreement is terminated by either of the parties, the Company plans to use the extended period to pursue an alternative initial business combination.

Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to consummate the NuCube Business Combination (or if the NuCube Business Combination is not consummated, another initial Business Combination) to the Extended Date in order for its shareholders to have the opportunity to participate in the Company’s future investment. The Company cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemption (as defined below), if the Extension Amendment is effective, and the amount remaining in the Trust Account may be significantly less than the approximately $249,415,686 that was in the Trust Account as of September 9, 2026.

If the Extension Amendment Proposal is approved, subject to satisfaction of the conditions to closing in the NuCube Business Combination Agreement (including, without limitation, receipt of shareholder approval of the NuCube Business Combination), the Company intends to complete the NuCube Business Combination as soon as possible, and in any event, on or before the Extended Date. However, there is no assurance that the Company will be able to consummate the NuCube Business Combination, given the actions that must occur prior to closing of the NuCube Business Combination.

As contemplated by the Amended and Restated Charter, the holders (the “Public Shareholders”) of the Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) included as part of the units (the “Units” and the shares included within, the “Public Shares”) sold in the IPO may elect (the “Election”) to redeem their Public Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the “Trust Account”), including interest earned on the Trust Account (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemption”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date in accordance with the terms of the Amended and Restated Articles. Such redemption rights are not available to Launch Two Sponsor LLC (the “Sponsor”), all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

The Sponsor currently holds (i) 5,750,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 4,500,000 warrants (the “Private Placement Warrants”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”). As of the Record Date (as defined below), there were 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 20.0% of the total issued and outstanding Ordinary Shares.

To make the Election, you must demand that the Company redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to the Company’s transfer agent at least two (2) business days prior to the Meeting (or October 2, 2026). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit/Withdrawal At Custodian system. If your Public Shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

As of September 9, 2026, based on funds in the Trust Account of approximately $249,415,686 as of such date, the pro rata portion of the funds available in the Trust Account for the Extension Redemption was approximately $10.84 per Public Share (before taking into account the removal of the interest in the Trust Account to pay the Company’s taxes). The closing price of the Class A Ordinary Shares as reported on the Nasdaq Global Market (“Nasdaq”) on September 9, 2026 was $10.81. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. The Company believes that such redemption right enables its Public Shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the Business Combination on or before October 9, 2026.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares (including our securities or membership interests in the Sponsor or other consideration pursuant to such arrangements), or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.84 per share, based on the amounts held in the Trust Account as of the date of this proxy statement (including interest not previously released to the Company to pay its taxes); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

If the Extension Amendment Proposal is approved, the Board will have the right, without any further action by the Company’s shareholders, to decide to liquidate the Company at any time prior to April 9, 2027.

The Adjournment Proposal, if adopted, will allow the Chairman of the meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies.

If the Extension Amendment Proposal is not approved, or the Company is otherwise unable to complete the Extension, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and the Company’s officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

The Board has fixed the close of business on September 9, 2026 as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof (the “Record Date”). Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

You are not being asked to vote on any Business Combination at this time. If the Extension Amendment Proposal is approved and you do not elect to redeem your Public Shares, provided that you are a shareholder on the record date for a meeting to consider a Business Combination, you will retain the right to vote on such Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event such Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

The Company believes that it is in the best interests of the Company that the (i) Company obtains the Extension, and (ii) selection of Withum as the Company’s independent registered public accounting firm for the year ending December 31, 2026 is ratified.After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such Proposals.

Under the Amended and Restated Charter, no other business may be transacted at the Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and submit your proxy. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Meeting.

Your vote is very important. Whether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please submit your proxy card as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes that are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting or any adjournment thereof. The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. Accordingly, if you fail to vote in person, online or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are approved by the requisite majorities. Abstentions and broker non-votes will also not be counted for the purpose of determining whether the Proposals are approved by the requisite majorities; however, abstentions and broker non-votes will be considered present for purposes of establishing a quorum. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to be held on October 6, 2026: This Notice of Meeting, the 2025 Annual Report, and the accompanying Proxy Statement are available at https://www.cstproxy.com/launchtwoacquisitioncorp/2026.

launch two acquisition corp.

180 grand avenue, suite 1530

OAKLAND, CA 94612

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of Launch Two Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of Launch Two Acquisition Corp., a Cayman Islands exempted company (“we,” “us,” “our,” or “Company”), will be held on October 6, 2026, at 10:00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.

You will not be required to attend the Meeting in person in order to vote. You may submit your proxy online by visitingwww.cstproxyvote.com. You are cordially invited to attend the Meeting for the purpose of considering and voting on the following proposals (the “Proposals”):

“Extensions” means six extension periods, each with a duration of one (1) calendar month (each such extension, an “Extension”) with each such Extension subject to the approval of the Directors of the Company.

Our final prospectus filed in connection with our initial public offering that was consummated on October 9, 2024 (the “IPO”), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 8, 2024 (File No. 333-280965) (the “IPO Prospectus”) and the Amended and Restated Charter provides that we initially have until October 9, 2026(24 months after the consummation of the IPO) to complete a Business Combination.

The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow the Company additional time to complete the proposed transactions (the “NuCube Business Combination”) pursuant to that certain business combination agreement (the “NuCube Business Combination Agreement”), dated as of June 25, 2026, that the Company entered into with (i) NuCube Energy, Inc., a Delaware corporation (together with its successors, “NuCube”), (ii) Tesseract Merger Sub Inc. (“Merger Sub”), a Delaware corporation and the Company’s wholly-owned subsidiary, (iii) James J. McEntee, in the capacity as the Company shareholders’ representative, and (iv) Idealab AZ, Inc. a Delaware corporation, in the capacity as NuCube stockholders’ representative. For more information on the NuCube Business Combination, see theplease see the Registration Statement on Form S-4, which includes a proxy statement/prospectus, filed by NuCube and the Company with the SEC on September 11, 2026, in connection with the NuCube Business Combination (the “NuCube Registration Statement”).

While the Company currently has until October 9, 2026 to consummate a Business Combination (the “Combination Period”), and the Company is using its best efforts to complete the NuCube Business Combination as soon as practicable, the Board believes that there will likely not be sufficient time before October 9, 2026 to complete the NuCube Business Combination. The Board believes that the Extension is in the best interests of the Company and its shareholders because it would provide the Company additional time to pursue and consummate the NuCube Business Combination, or in the event that the NuCube Business Combination is not consummated, another initial business combination. Although the Company has entered into the NuCube Business Combination Agreement, the NuCube Business Combination Agreement currently provides for an outside date of October 9, 2026 (the “Outside Date”), and following the Outside Date, either NuCube or the Company may terminate the NuCube Business Combination Agreement. The NuCube Business Combination Agreement provides the Company with a right to extend the Outside Date by one month if specified conditions are satisfied, including executed agreements for at least $75 million in gross proceeds of fundraising in connection with the NuCube Business Combination and the approval of the Company’s shareholders of such extension.

Therefore, the Board has determined that it is in the best interests of our Company to extend the date by which we have to consummate the NuCube Business Combination (or if the NuCube Business Combination is not consummated, another initial Business Combination) to the Extended Date in order for our shareholders to have the opportunity to participate in our future investment. We cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemption (as defined below), if the Extension Amendment is effective, and the amount remaining in the Trust Account may be significantly less than the approximately $249,415,686 that was in the Trust Account as of September 9, 2026.

If the NuCube Business Combination Agreement is not terminated following the Outside Date and is not amended, the Company expects to use the additional time provided by the Extension to pursue completion of the NuCube Business Combination. If the NuCube Business Combination Agreement is terminated by either of the parties, the Company plans to use the extended period to pursue an alternative initial business combination.

As contemplated by the Amended and Restated Charter, the holders (the “Public Shareholders”) of our Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) included as part of the units (the “Units” and the shares included within, the “Public Shares”) sold in the IPO may elect (the “Election”) to redeem their Public Shares in connection with the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the “Trust Account”), including interest earned (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemption”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemption will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if we have not completed the NuCube Business Combination (or another initial business combination) by the Extended Date.

Launch Two Sponsor LLC (the “Sponsor”) currently holds (i) 5,750,000 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 4,500,000 warrants (the “Private Placement Warrants”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”). As of the Record Date (as defined below), there were 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 20.0% of the total issued and outstanding Ordinary Shares.

To make the Election, you must demand that we redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to our transfer agent at least two business days prior to the Meeting (or October 2, 2026). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If your Public Shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

Subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates may (i) purchase public shares from institutional and other investors (including those who vote, or indicate an intention to vote, against any of the proposals presented at the Meeting, or elect to redeem, or indicate an intention to redeem, Public Shares), (ii) enter into transactions with such investors and others to provide them with incentives to not redeem their public shares (including our securities or membership interests in the Sponsor or other consideration pursuant to such arrangements), or (iii) execute agreements to purchase such Public Shares from such investors or enter into non-redemption agreements in the future. In the event that the Sponsor, the Company’s directors, officers, advisors or any of their respective affiliates purchase public shares in situations in which the tender offer rules restrictions on purchases would apply, they (a) would purchase the public shares at a price no higher than the price offered through the Company’s redemption process (i.e., approximately $10.84 per share, based on the amounts held in the Trust Account as of the date of this proxy statement (including interest not previously released to the Company to pay its taxes); (b) would represent in writing that such public shares will not be voted in favor of approving the Extension; and (c) would waive in writing any redemption rights with respect to the public shares so purchased.

On September 9, 2026, the redemption price per Public Share was approximately $10.84 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $249,415,686 as of such date (including interest which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law. The closing price of the Class A Ordinary Shares as reported on the Nasdaq Global Market (“Nasdaq”) on September 9, 2026 was $10.81. We cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such Public Shareholders wish to sell their Public Shares. We believe such redemption right enables our Public Shareholders to determine whether or not to sustain their investments for an additional period if we do not complete the Business Combination on or before October 9, 2026. The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount remaining in the Trust Account may be significantly less than the approximately $249,415,686 that was in the Trust Account as of September 9, 2026. In such event, we may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies. If the Extension Amendment Proposal is not approved, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable, and up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants (as defined in the section of the Proxy Statement (as defined below) entitled “Questions and Answers About the Meeting”), which will expire worthless if we fail to complete a Business Combination within the Combination Period. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Warrants. As a consequence, a liquidating distribution will be made only with respect to the Public Shares.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

If we liquidate, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. As of September 9, 2026, based on funds in the Trust Account of approximately $249,415,686 as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.84 per Public Share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). Nevertheless, we cannot assure you that the per-share distribution from the Trust Account, if we liquidate, will not be less than approximately $10.84 (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes and up to $100,000 of interest to pay dissolution expenses), due to unforeseen claims of creditors.

If the Extension Amendment Proposal is effective, we, pursuant to the terms of the Investment Management Trust Agreement, dated October 7, 2024 (as amended, the “Trust Agreement”), by and between us and Continental Stock Transfer & Trust Company (“Continental”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of Public Shares properly redeemed multiplied by the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of Public Shares then in issue, subject to applicable law, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount in the Extension Redemption. The remainder of such funds shall remain in the Trust Account and will be available for our use to complete a Business Combination on or before the Extended Date. Public Shareholders who do not redeem their Public Shares in the Extension Redemption will retain their redemption rights and their ability to vote on a Business Combination through the Extended Date, if the Extension Amendment Proposal is approved.

Our Board has fixed the close of business on September 9, 2026 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof. On the Record Date, there were 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares issued and outstanding. Our Warrants do not have voting rights in connection with the Proposals.

A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and such proxyholder need not be our shareholder.

Shareholders will have the opportunity to present questions to our management (the “Management”), including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026 (the “2025 Annual Report”), at the Meeting.

This proxy statement (the “Proxy Statement”) contains important information about the Meeting and the Proposals. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and submit your proxy.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc. (the “Solicitation Agent”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $8,500 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our Board and the Management may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to Beneficial Owners (as defined in the section of the Proxy Statement entitled “Questions and Answers About the Meeting”). While the payment of these expenses will reduce the cash available to us to consummate the Business Combination, we do not expect such payments to have a material effect on our ability to consummate an initial Business Combination.

This Proxy Statement is dated September 14, 2026 and is first being mailed to shareholders on or about September 15, 2026.

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