Launch Two Acquisition Corp.

We are a blank check company incorporated as a Cayman Islands exempted company on May 13, 2024, for the purpose of effecting a Business Combination.

There are currently 23,000,000 Class A Ordinary Shares and 5,750,000 Class B Ordinary Shares issued and outstanding. In addition, we issued (i) Public Warrants to purchase 11,500,000 Class A Common Stock as part of our IPO and (ii) 7,075,000 Private Placement Warrants as part of the Private Placement and in connection with the IPO underwriter’s full exercise of its over-allotment option. Each whole Warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share. The Warrants will become exercisable 30 days after the completion of our initial Business Combination and expire five years after the completion of our initial Business Combination or earlier upon redemption or liquidation. Once the Warrants become exercisable, we may redeem the outstanding Warrants at a price of $0.01 per Warrant, if the last sale price of the Class A Ordinary Shares equals or exceeds $18.00 per share for any 20 trading days within a 30 trading day period ending on the third business day before we send the notice of redemption to the warrant holders. The Private Placement Warrants, however, are non-redeemable so long as they are held by the Sponsor or their permitted transferees.

As of September 9, 2026, approximately $249,415,686 from our IPO and the Private Placement (and interest earned thereon) is being held in our Trust Account in the United States maintained by Continental, acting as trustee. The proceeds held in the Trust Account are held in cash or in an interest bearing demand deposit account.

Sponsor Transfer

On June 25, 2026, the Sponsor entered into the Sponsor Purchase Agreement (the “Sponsor Purchase Agreement”) with HCG Opportunity III, LLC (“HCG”), pursuant to which HCG agreed to acquire, in exchange for certain value-add services and contributions, up to 2,875,000 Founder Shares and up to 2,250,000 Private Placement Warrants (the “Sponsor Transfer”). Pursuant to the Sponsor Purchase Agreement, following the execution of the Business Combination Agreement, Thomas D. Hennessy was appointed as a director of Launch Two. The transfer of the Founder Shares and Private Placement Warrants is subject to certain conditions, including consummation of the Business Combination. The consummation of the Sponsor Transfer is subject to certain conditions, including the consummation of the Business Combination.

Working Capital Loan

On August 17, 2026, the Company entered into a Working Capital Promissory Note (the “Working Capital Note”) with the Sponsor, pursuant to which the Sponsor loaned $848,000 to the Company on substantially the same terms as the loan under that certain agreement, between the Sponsor and SRX Global Inc., (“Lender” and such agreement, the “Credit Agreement”). Pursuant to the Working Capital Note, the Sponsor loaned to the Company the principal amount of $848,000, of which, $750,000 represents the total amount of cash proceeds received by the Company, which was advanced by the Sponsor to the Company on August 7, 2026, and the remaining $98,000 of principal consists of amounts retained or applied in connection with the loan, including a $48,000 interest reserve and up to $50,000 for fees and expense reimbursements. In light of the Company’s limited cash balance at year end, the Company’s board of directors and management determined to secure additional working capital through the Working Capital Note to fund past and ongoing operational expenses.

In connection with the Working Capital Note, the Sponsor entered into the Credit Agreement, pursuant to which the Lender provided a loan to the Sponsor of $848,000, subject to the terms and conditions of the Credit Agreement. In connection with the Credit Agreement, the Sponsor also entered into a Pledge Agreement (the “Pledge Agreement”) with the Lender, pursuant to which the Sponsor pledged 2,932,500 Class B ordinary shares of the Company (representing approximately 51% of the founder shares owned by the Sponsor), together with any proceeds thereof (the “Pledged Collateral”), as collateral to secure the obligations under the Credit Agreement. The Credit Agreement also provides that, upon the consummation of the Company’s initial business combination, the Sponsor will transfer and assign to the Lender 150,000 Class B ordinary shares of the Company (or any shares of a successor public company issued in exchange therefor in connection with the business combination) as partial consideration for the loan (the “Consideration Shares”). The Consideration Shares are included in the Pledged Collateral. The loan under the Credit Agreement is non-recourse to the Sponsor, and the Lenders’ sole recourse in the event of a default is to foreclose upon such Pledged Collateral, which would remain subject to the Company’s governing documents and applicable lock-up arrangements, including the terms of the Letter Agreement, dated as of October 7, 2024, by and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”). The Sponsor is required to use the proceeds of the loan under the Credit Agreement to fund loans to the Company to pay for its expenses, including transaction expenses related to the business combination, amounts previously owed for prior business combination efforts and for administrative expenses. The loan under the Credit Agreement mature upon the earlier of the Company’s initial business combination or the Company’s liquidation, or on the six month anniversary of the Credit Agreement, provided that the term of the Credit Agreement can be extended by the Company. The Credit Agreement includes events of default for the Company’s failure to file with the Securities and Exchange Commission by a certain agreed upon date a proxy statement to call for a Company shareholder meeting to extend the Company’s deadline to consummate its initial business combination or for the Company’s failure to enter into a definitive business combination agreement with a target company or business prior to a certain agreed upon date. However, the Credit Agreement and Pledge Agreement solely bind the Sponsor and do not restrict the actions of the Company.

On August 17, 2026, the Sponsor also entered into a Consulting Services and Share Purchase Agreement (the “Consulting Agreement”) with Strategic Capital Advisories (“SCA”), pursuant to which SCA agreed to provide certain consulting services to the Sponsor and, on behalf of the Sponsor, to the Company in connection with the Company’s initial business combination. As consideration for such services, the Sponsor agreed to sell and transfer to SCA, concurrently with the consummation of the Company’s initial business combination, 350,000 Class B ordinary shares of the Company at a purchase price of $0.04 per share (the “Consulting Shares”). The Consulting Shares are included in the Pledged Collateral.

In connection with the aforementioned transactions, the Company, the Sponsor, Cantor Fitzgerald & Co., as representative of the underwriters in the Company’s initial public offering, and NuCube entered into a waiver letter pursuant to which the restrictions on transfers contained in the Insider Letter were waived solely to permit the pledge of the Pledged Collateral under the Credit Agreement and the Pledge Agreement, the transfer and assignment of the Consideration Shares to the Lender pursuant to the Credit Agreement, and the sale and transfer of the Consulting Shares to SCA pursuant to the Consulting Agreement, in each case subject to the terms of the Insider Letter.

NuCube Business Combination

On June 25, 2026, we entered into the NuCube Business Combination Agreement with (i) NuCube, (ii) Merger Sub, (iii) James J. McEntee, and (iv) IdealabAZ, Inc. Pursuant to the NuCube Business Combination Agreement, subject to the terms and conditions set forth therein, (i) prior to the closing of the NuCube Business Combination (the “Closing”), we will continue out of the Cayman Islands and into the State of Delaware and domesticate as a Delaware corporation, and (ii) at the Closing, Merger Sub will merge with and into NuCube, with NuCube continuing as the surviving entity and a wholly-owned subsidiary of our Company, and with each NuCube security holder receiving our securities at the Closing, as further described below.

The NuCube Business Combination Agreement provides that the total consideration to be delivered to the NuCube security holders from us at the Closing will be a number of newly issued shares of our Common Stock equal to the quotient of (i) Five Hundred Million Dollars ($500,000,000) minus the excess of NuCube’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 NuCube common stock (each, a “NuCube Stockholder”) receiving, for each share of NuCube common stock held immediately prior to the effective time, a number of shares of our Common Stock equal to the Exchange Ratio, each holder of NuCube options receiving for such holder’s NuCube options then held the assumed options, and each holder of NuCube warrants receiving for such holder’s NuCube 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 NuCube Shares (as defined below) (the “Exchange Ratio”).

The NuCube Business Combination Agreement also provides for an earnout of up to 12,575,000 additional shares of our Common Stock (the “Earnout Shares”) to NuCube 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 our 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 NuCube 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 the Company and cancelled.

The “Fully Diluted NuCube Shares” means, without duplication, (a) the total number of shares of NuCube 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 NuCube Common Stock issuable upon, or pursuant to the conversion of NuCube SAFEs,plus (c) the aggregate number of shares of NuCube common stock issuable upon, or pursuant to, the exercise of NuCube options that are issued and outstanding as of immediately prior to the effective time, treating such outstanding NuCube options as having been exercised in full (calculated on a “cashless” (i.e. net exercise basis),plus (d) the aggregate number of shares of NuCube common stock issuable upon, or pursuant to, the exercise of NuCube warrants that are issued and outstanding as of immediately prior to the effective time, treating such NuCube warrants as having been exercised in full (calculated on a “cashless” (i.e., net exercise) basis).

For more information about the NuCube Business Combination, see the Form 8-K filed by the Company on June 30, 2026.

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 in the Extension Redemption, 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.