Launch Two Acquisition Corp. has amended its previously announced agreement to merge with NuCube Energy, Inc. The SPAC and NuCube entered into Amendment No. 1 to the Business Combination Agreement on October 19, 2026. The amendment extends the deadline for completing the transaction and makes several adjustments to the financial and operational terms.
The primary deadline change involves the Outside Date, which has been extended from June 30, 2026, to January 7, 2027, at 5:00 p.m., Eastern time.
The amendment also permits NuCube to raise capital prior to the closing. NuCube may enter into securities purchase agreements for the issuance of a new series of preferred stock designated as “Series A-4 Preferred Stock.” The terms for these financings include a purchase price of $12.779 per share, a 1:1 conversion ratio, and 50% warrant coverage at an exercise price of $15.887 per warrant share. The amendment confirms that these NuCube Financings will constitute Transaction Financings under the agreement.
Other modifications include an increase in the share reserve for Launch Two’s Incentive Plan from 10% to 12.5% of outstanding shares after the closing. Additionally, Launch Two is required to establish a new employee stock purchase plan with a share reserve equal to 2% of the fully diluted equity capitalization after the closing.
Under the amended terms, the issuance of the Series A-4 Preferred Stock will not reduce the aggregate Merger Consideration to be received by holders of NuCube securities. The original Business Combination Agreement remains in full force and effect, subject only to the specific modifications outlined in the First Amendment.
