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.