Launch Two to Merge With NuCube Energy in $500 Million De-SPAC With Earnout

About this update from Launch Two Acquisition Corp.

Launch Two entered into a Business Combination Agreement with NuCube Energy to execute a de-SPAC merger at a $500 million purchase price, adjusted for excess expenses, using a $10.82 reference price. The structure includes domestication to Delaware, a merger exchanging NuCube securities for Launch Two stock, and an earnout of up to 12,575,000 shares if the stock trades at or above $18.00 for 20 of 30 days within three years. To support closing and post-merger stability, the parties executed voting support, lock-up, sponsor support, insider letter amendments, registration rights, and a sponsor transfer agreement. Agreement 1: Launch Two to Merge With NuCube Energy in $500 Million De-SPAC With Earnout Agreement type: Business Combination Agreement (de-SPAC merger with domestication) Counterparty: NuCube Energy Signed / Effective: Jun 25 2026 / same Duration / Termination: Until closing or termination Reason: Take NuCube public and combine operations Agreement 2: Launch Two Secures Company Holder Support Agreements for NuCube Merger Agreement type: Company Support Agreements (voting and support) Counterparty: NuCube stockholders Signed / Effective: Jun 25 2026 / same Duration / Termination: Until closing or termination Reason: Secure requisite stockholder approvals Agreement 3: NuCube Holders Agree to 180-Day Lock-Up With Early Release at $12.50 Agreement type: Lock-Up Agreements (post-closing transfer restrictions) Counterparty: NuCube stockholders (Lock-Up Holders) Signed / Effective: Jun 25 2026 / same Duration / Termination: 180 days post-closing, with early release triggers Reason: Support orderly trading post-merger Agreement 4: Launch Two Sponsor Waives Anti-Dilution, May Forfeit Equity to Cover Expenses Agreement type: Sponsor Support Agreement (vote support, anti-dilution waiver, potential forfeiture) Counterparty: Launch Two Sponsor Signed / Effective: Jun 25 2026 / same Duration / Termination: Until closing or termination Reason: Enhance deal certainty and align sponsor economics Agreement 5: NuCube CEO Enters 18-Month Non-Compete and Non-Solicit Post-Closing Agreement type: Non-Competition and Non-Solicitation Agreement Counterparty: Cristian Rabiti Signed / Effective: Jun 25 2026 / same Duration / Termination: 18 months post-closing Reason: Protect business and talent during integration Agreement 6: Launch Two Amends Insider Letter to Impose 180-Day Founder Share Lock-Up Agreement type: Insider Letter Amendment (founder share lock-up) Counterparty: Launch Two Sponsor and directors/officers Signed / Effective: Jun 25 2026 / same Duration / Termination: 180 days post-closing, with early release triggers Reason: Align insider lock-up with market stabilization goals Agreement 7: Launch Two and NuCube to Enter Amended Registration Rights for Post-Merger Holders Agreement type: Amended and Restated Registration Rights Agreement Counterparty: Launch Two Sponsor and certain NuCube stockholders Signed / Effective: Jun 25 2026 / same Duration / Termination: At will Reason: Provide liquidity via registration rights Agreement 8: Launch Two Sponsor To Transfer Up to 2.88M Founder Shares and 2.25M Warrants Agreement type: Sponsor Transfer Agreement Counterparty: HCG Opportunity III Signed / Effective: Jun 25 2026 / same Duration / Termination: Subject to closing Reason: Support transaction financing and governance Original SEC Filing: This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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