Launch Two extends NuCube merger deadline to January 2027

Launch Two Acquisition Corp. and NuCube Energy, Inc. extended the deadline to close their business combination to January 7, 2027, following the execution of Amendment No. 1 to their Business Combination Agreement on October 19, 2026. The amendment, filed with the United States Securities and Exchange Commission (SEC) on Form 8-K, permits NuCube to secure additional financing through the issuance of Series A-4 Preferred Stock prior to the closing of the merger.

The First Amendment modifies Section 7.1(b) of the original agreement, which was signed on June 30, 2026, by Launch Two, NuCube, and Tesseract Merger Sub Inc. The extended Outside Date is set for 5:00 p.m. Eastern time on January 7, 2027, subject to existing termination limitations. This change provides additional time for the parties to complete the transaction while maintaining the original framework of the Business Combination Agreement.

A key provision of the amendment allows NuCube to enter into securities purchase agreements with investors for a new series of preferred stock designated as Series A-4 Preferred Stock. These investments, collectively referred to as the NuCube Financings, are required to be on terms substantially similar to, and not materially more favorable in the aggregate than, the financing terms detailed in Appendix A of the First Amendment. The amendment explicitly confirms that these financings constitute Transaction Financings for all purposes under the Business Combination Agreement.

The terms for the Series A-4 Preferred Stock specify a purchase price of $12.779 per share. Each share carries a 1:1 conversion ratio into ordinary shares and includes 50% warrant coverage, with each warrant exercisable for one share at a price of $15.887. To protect existing shareholders from dilution caused by this new issuance, the amendment revises the definition of Fully Diluted Company Shares. This adjustment ensures that the issuance of Series A-4 Preferred Stock will not reduce the aggregate Merger Consideration received by holders of NuCube securities prior to the issuance.

The amendment also adjusts equity compensation structures for Launch Two. The share reserve under the Incentive Plan is increased from 10% to 12.5% of Launch Two's outstanding shares after giving effect to the Closing. Additionally, Launch Two must create a new employee stock purchase plan, reserving 2% of the fully diluted equity capitalization for that purpose following the Closing.

Launch Two Acquisition Corp., a Cayman Islands exempted company, and NuCube Energy, Inc., a Delaware corporation, have filed a Registration Statement on Form S-4 with the SEC. This filing includes a preliminary proxy statement/prospectus for Launch Two shareholders regarding the proposed business combination and a prospectus for securities to be issued in connection with the transaction. The original Business Combination Agreement remains in full force and effect as originally executed, except for the specific modifications outlined in the First Amendment.

Shareholders are advised to review the definitive proxy statement/prospectus and other relevant documents when they become available after the SEC declares the Registration Statement effective. These materials will contain important information about Launch Two, NuCube, and the Business Combination. Copies can be obtained without charge from the SEC's website at www.sec.gov or by contacting Launch Two Acquisition Corp. at 180 Grand Avenue, Suite 1530, Oakland, California 94612.