{"url_path":"/sec/lpbb/8-k/2026-06-30/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2023676/0001213900-26-073592-index.html","accession_number":"0001213900-26-073592","cik":"0002023676","ticker":"LPBB","issuer_name":"Launch Two Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2023676/0001213900-26-073592-index.html","primary_entity_key":"0002023676","primary_entity_name":"Launch Two Acquisition Corp."},"word_count":2429,"has_tables":true,"body_markdown":"**Item 8.01 Other Events.**\n\n \n\n**Sponsor Transfer **\n\n \n\nOn\nJune 25, 2026, the Sponsor and HCG Opportunity III, LLC (the “**Buyer**”) entered into a sponsor transfer agreement\n(the “**Transfer Agreement**”), pursuant to which among other things, the Buyer will acquire up to 2,875,000 Founder\nShares and up to 2,250,000 Placement Warrants from Sponsor (the “**Sponsor Transfer**”), and Mr. Hennessy would\nbe appointed to the SPAC Board following the execution of the Business Combination Agreement. The consummation of the Sponsor Transfer\nis subject to certain conditions, including the consummation of the Business Combination.\n\n \n\n**CEO Employment Agreement**\n\n \n\nOn\nJune 25, 2026, NuCube and Dr. Cristian Rabiti entered into a new Employment Agreement (the “**CEO Employment Agreement**”)\nto set forth the terms of Dr. Rabiti’s compensation and employment as NuCube’s Chief Executive Officer, which will become\neffective Closing. Pursuant to the terms of the Business Combination Agreement, in connection with the Closing, SPAC shall become the\nparent entity of NuCube, and shall be referred to in this section as “**Parent**”. In the event that the Closing\ndoes not occur or the Business Combination Agreement is terminated, the CEO Employment Agreement shall be void and shall not have any\nforce or effect. Once it becomes effective, Dr. Rabiti shall serve as the Chief Executive Officer of NuCube, Parent and their respective\nsubsidiaries, and the CEO Employment Agreement shall have an indefinite term and will be in place until it is terminated by NuCube or\nDr. Rabiti, in each case pursuant to the terms of the CEO Employment Agreement.\n\n \n\nPursuant\nto the CEO Employment Agreement, Dr. Rabiti is entitled to a base salary of $450,000 and will be eligible to participate in Parent’s\nannual incentive bonus program with a target bonus of 100% of his base salary (the “**Target Bonus**”), and his\nactual annual incentive bonus will be determined based on Parent and personal performance. Dr. Rabiti will also be eligible to participate\nin Parent’s long-term incentive program. In consideration for services leading to the Closing and thereafter, pursuant to the CEO\nEmployment Agreement, following the Closing, Dr. Rabiti will be entitled to an initial equity award in the form of restricted stock units\n(the “**Initial RSUs**”) in respect of Parent common stock, with the number of shares underlying the Initial RSUs\nto have a grant date value of $21,428,500 (the “**Target RSU Value**”). One third of the Initial RSUs shall vest\non the first anniversary of the date of grant and the remainder shall vest in equal monthly installments over the succeeding twenty-four\nmonths, in each case subject to Dr. Rabiti’s continued employment through the applicable vesting date. Dr. Rabiti is also entitled\nto participate in the health and welfare benefit plans of Parent and NuCube that are generally available to other executive officers\nof Parent.\n\n \n\nThe\nCEO Employment Agreement provides for certain severance and change-of-control benefits. Specifically, if NuCube terminates Dr. Rabiti’s\nemployment without “Cause” or if he resigns for “Good Reason” (each as defined in the CEO Employment Agreement),\nDr. Rabiti is entitled to receive, subject to his execution of a valid release of claims, severance equal to his base salary for a period\nof 12 months, continued coverage under NuCube’s health and welfare plans for 12 months at the then-current active employee rate\nfor senior executives, an amount equal to his Target Bonus prorated by the portion of the applicable performance period that Dr. Rabiti\nwas employed prior to termination of employment (a “**Pro-Rated Bonus**”) and acceleration of 18 months of additional\ntime-based vesting for any then outstanding equity awards (“**Accelerated Vesting**”). If Dr. Rabiti’s employment\nis terminated without Cause, or if he resigns for Good Reason within one year following, or three months preceding, a “Change in\nControl” (as defined in the CEO Employment Agreement) (as applicable, a “**CIC Qualifying Termination**”),\nDr. Rabiti would be entitled to the same severance, subject to his execution of a valid release of claims, except that his base salary\nand health care continuation eligibility will be increased to 18 months and any time-based equity awards shall accelerate in full. If\nDr. Rabiti’s employment is terminated due to his death, his personal representatives or heirs are entitled to receive, subject\nto execution of a valid release of claims, a Pro-Rated Bonus and Accelerated Vesting, and if the Initial RSUs have not been granted prior\nto such termination, subject to applicable securities laws and listing exchange requirements, Parent shall make a grant to Dr. Rabiti\nor his estate in respect of equity or equity-based interests of Parent with a grant date value equal to the Target RSU Value.\n\n \n\nIn\nconsideration for the benefits provided by the CEO Employment Agreement, Dr. Rabiti has agreed to enter into NuCube’s standard\nconfidentiality and proprietary information agreement and the CEO Employment Agreement additionally includes noncompete, nonsolicit of\ncustomers and employees and no-hire covenants that each last during his employment and for 12 months after employment (the “**Restriction\nPeriod**”). The Restriction Period can be increased by mutual agreement at the time of a resignation by Dr. Rabiti without\nGood Reason and will be automatically increased to 18 months in the event of a CIC Qualifying Termination.\n\n \n\nIf\nany amounts payable to Dr. Rabiti pursuant to the CEO Employment Agreement, taken together with any amounts or benefits otherwise payable\nto him by NuCube and any other person or entity required to be aggregated with NuCube for purposes of Section 280G of the Internal Revenue\nCode of 1986, as amended (the “**Code**”), under any other plan, agreement, or arrangement (the “**Covered\nPayments**”), would be an “excess parachute payment” as defined in Section 280G of the Code and subject Dr. Rabiti\nto the excise tax imposed under Section 4999 of the Code, the CEO Employment Agreement provides that Dr. Rabiti would receive the greater\nafter-tax benefit of either (i) the Covered Payments in full or (ii) a reduced amount that would avoid the excise tax imposed under Section\n4999 of the Code.\n\n \n\n10\n\n \n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the proposed Business Combination, Launch Two and NuCube intend to file with the SEC a registration statement on Form\nS-4, (as amended or supplemented from time to time, the “**Registration Statement**”), which will include\na proxy statement/prospectus relating to the proposed business combination. **Investors, shareholders, and other interested persons\nare urged to read the Registration Statement, the proxy statement/prospectus, and all other relevant documents filed with the SEC carefully\nand in their entirety when they become available because they will contain important information about Launch Two, NuCube, and the Business\nCombination.** Investors will be able to obtain free copies of these documents through the website maintained by the SEC at www.sec.gov.\n\n \n\n**Participants\nin Solicitation**\n\n \n\nNuCube\nand Launch Two and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the\nsolicitation of proxies of Launch Two’s shareholders in connection with the Business Combination. Investors and security holders\nmay obtain more detailed information regarding the names and interests of Launch Two’s directors and officers in the Business Combination\nin Launch Two’s filings with the SEC, including the IPO Prospectus. To the extent that holdings of Launch Two’s securities\nhave changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in\nOwnership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation\nof proxies of Launch Two’s shareholders in connection with the Business Combination will be set forth in the proxy statement/prospectus\non Form S-4 for the Business Combination, which will be filed by Launch Two and NuCube with the SEC. Investors, shareholders and other\ninterested persons are urged to read the proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully\nand in their entirety when they become available because they will contain important information about the Business Combination. Investors,\nshareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing\nimportant information about NuCube and Launch Two through the website maintained by the SEC at www.sec.gov.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\nCurrent Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation\nof any proxy, vote, consent, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation,\nor sale would be unlawful. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities\nAct of 1933, as amended, or an exemption therefrom.\n\n \n\nNEITHER\nTHE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON\nTHE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION\nIN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n \n\n**Forward-Looking Statements**\n\n** **\n\nThis Current Report on Form\n8-K contains certain forward-looking statements within the meaning of the U.S. federal securities laws with respect to the parties and\nthe Business Combination, including expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding\nNuCube, Launch Two, the post-Business Combination company (the “**Combined Company**”), and statements regarding\nthe anticipated benefits and timing of the completion of the Business Combination, the assets held by NuCube and by Launch Two, advanced\nnuclear energy, microreactor deployment, industrial power generation, AI data center energy demand and related energy infrastructure trends,\nthe anticipated business of the Combined Company, NuCube and the markets in which they operate, planned business strategies, including,\nwithout limitation, NuCube’s plans to deploy its microreactor technologies to support industrial, manufacturing and data center\nenergy needs, plans and use of proceeds, objectives of management for future operations of NuCube, expected operating costs of the Combined\nCompany and its subsidiaries, the upside potential and opportunity for investors, the Combined Company and NuCube’s plan for value\ncreation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest\nof other corporations in similar business strategies, technological and market trends, future financial condition and performance and\nexpected financial impacts of the Business Combination, the satisfaction of closing conditions to the Business Combination and the level\nof redemptions of Launch Two’s public shareholders, and the parties’ respective or collective expectations, intentions, strategies,\nassumptions, or beliefs about future events, results of operations, or performance or that do not solely relate to historical or current\nfacts. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,”\n“anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,”\n“potential,” “plan,” “may,” “should,” “will,” “would,” “will\nbe,” “will continue,” “will likely result,” and similar expressions; but this Current Report on Form 8-K\nmay include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any statements\nthat refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions,\nare forward-looking statements.\n\n \n\n11\n\n \n\n \n\nForward-looking statements\nare predictions, projections and other statements about future events or conditions that are based on current expectations and assumptions\nand, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the\nforward-looking statements in this Current Report on Form 8-K, including, but not limited to: the risk that the Business Combination may\nnot be completed in a timely manner or at all, which may adversely affect the price of Launch Two’s securities; the risk that the\nBusiness Combination may not be completed by Launch Two’s business combination deadline or any extension thereto; the failure by\nthe parties to satisfy the conditions to the consummation of the Business Combination, including the approval of Launch Two’s shareholders;\nthe failure of the Combined Company to obtain or maintain the listing of its securities on the Nasdaq Stock Market or the New York Stock\nExchange after closing of the Business Combination; costs related to the Business Combination; changes in business, market, financial,\npolitical and regulatory conditions; risks relating to NuCube’s or the Combined Company’s anticipated operations and business,\nincluding, without limitation, NuCube’s plans to design, license, commercialize and deploy its microreactor technologies, including\nthe costs, timeline, regulatory approvals and risks associated therewith; risks related to increased competition in the industries in\nwhich the Combined Company will operate; risks that after consummation of the Business Combination, the Combined Company may experience\ndifficulties managing its growth, expanding operations, or executing its strategies; risks relating to the licensing, regulatory approval,\nconstruction, deployment and operation of advanced nuclear reactor technologies and related energy infrastructure; the outcome of any\npotential legal proceedings that may be instituted against NuCube, Launch Two, or others following announcement of the Business Combination;\nand those risk factors discussed in documents that NuCube or Launch Two filed, or will file, with the SEC.\n\n \n\nThe foregoing list of risk\nfactors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the\n“Risk Factors” section of the (i) final prospectus of Launch Two dated as of October 7, 2024 and filed by Launch Two with\nthe SEC on October 8, 2024 (the “**IPO Prospectus**”), (ii) the annual report on Form 10-K filed by Launch Two with\nthe SEC on March 27, 2026, (iii) a registration statement on Form S-4 that Launch Two and NuCube intend to file in connection with the\nBusiness Combination, which will include a proxy statement of Launch Two, and other documents filed or to be filed by Launch Two and NuCube\nfrom time to time with the SEC. These materials do or will identify and address other important risks and uncertainties that could cause\nactual events and results to differ materially from those contained in the forward-looking statements. There may be additional risks that\nneither Launch Two nor NuCube presently knows or that Launch Two and NuCube currently believe are immaterial that could also cause actual\nresults to differ from those contained in the forward-looking statements.\n\n \n\nForward-looking statements\nspeak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and none of the\nparties or any of their representatives assumes any obligation and do not intend to update or revise these forward-looking statements,\nwhether as a result of new information, future events, or otherwise. None of the parties nor any of their representatives gives any assurance\nthat any of Launch Two, NuCube, or the Combined Company will achieve its expectations.\n\n \n\n12"}