As filed with the U.S. Securities and Exchange Commission on September 11, 2026.

Registration No. 333-            

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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LAUNCH TWO ACQUISITION CORP.*
Co-registrant is listed on the following page
(Exact name of registrant as specified in its charter)

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180 Grand Avenue, Suite 1530
Oakland, CA 94612
Telephone: (510) 692-9600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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James J. McEntee
c/o Launch Two Acquisition Corp.
180 Grand Avenue, Suite 1530
Oakland, CA 94612
Telephone: (510) 692-9600
(Name, address, including zip code, and telephone number, including area code, of agent for service)

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Copies to:

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Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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*            Prior to the consummation of the Business Combination described in the proxy statement/prospectus forming part of this registration statement and subject to the approval of its shareholders, Launch Two Acquisition Corp. (“Launch Two”) intends to effect a deregistration under Launch Two’s amended and restated memorandum and articles of association and Part 12 of the Companies Act (Revised) of the Cayman Islands and a domestication under the applicable provisions of the General Corporation Law of the State of Delaware, pursuant to which Launch Two’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). After the Domestication, all securities being registered will be issued by the continuing entity following the Domestication, and existing shareholders of Launch Two will hold shares in a Delaware corporation rather than in a Cayman Islands company.

TABLE OF CO-REGISTRANT

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(1)      The Co-registrant has the following principal executive offices:

NuCube Energy, Inc.

1684 Elk Creek Drive

Idaho Falls, Idaho 83404

(2)      The agent for service for the Co-registrant is:

National Registered Agents, Inc.

1209 Orange Street

Wilmington, Delaware 19801

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

The Business Combination Agreement also provides that NuCube Stockholders as of immediately prior to the Effective Time (the “Earnout Participants”) will be eligible to receive up to 12,575,000 shares of Combined Company Common Stock (the “Earnout Shares”), which will be issued into escrow at the Closing and released from escrow upon the occurrence of an Earnout Triggering Event, (as defined below) in each case in accordance with the terms of the Business Combination Agreement. The Earnout Shares will be released from escrow if, during the three-year period following the Closing (the “Earnout Period”) (i) the volume weighted average price (“VWAP”) of Launch Two Ordinary Shares equals or exceeds $18.00 per share for at least 20 trading days within any consecutive 30 trading day period (the “Share Price Target”) or (ii) the Combined Company undergoes a change of control transaction in which the implied per share consideration payable to holders of Combined Company Common Stock exceeds the Share Price Target ((i) or (ii), an “Earnout Triggering Event”), subject to adjustment as set forth in the Business Combination Agreement. If the Earnout Triggering Event is achieved, 50% of the Earnout Shares will be released 90 days following confirmation of the Earnout Triggering Event (including following the procedures for dispute resolution between the SPAC Representative and Seller Representative for such confirmation) (the “Earnout Determination Date”), and the remaining 50% of the Earnout Shares will be released 180 days after the Earnout Determination Date. If the Earnout Triggering Event is not achieved during the Earnout Period, the Earnout Shares will be forfeited to Launch Two and cancelled.

Pursuant to a support agreement (the “Sponsor Support Agreement”) entered into by Launch Two with Launch Two Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and NuCube contemporaneously with the execution of the Business Combination Agreement, the Sponsor has agreed, among other things, to (A) waive its anti-dilution rights with respect to the Class B Ordinary Shares, par value $0.0001 per share (“Class B Ordinary Shares” or “Founder Shares”, and together with the Class A Ordinary Shares, par value $0.0001 per share (“Class A Ordinary Shares”), the “Ordinary Shares”) held by the Sponsor; and (B) vote all of the Ordinary Shares held by it in favor of (i) the Business Combination Agreement and the Business Combination and (ii) each other proposal included in this proxy statement/prospectus and against any competing transaction. In addition to the foregoing, the Sponsor Support Agreement prevents transfers of the securities of Launch Two held by the Sponsor between the date of the Sponsor Support Agreement and its termination, subject to certain limited exceptions. Additionally, the Sponsor agreed that to the extent Launch Two’s expenses less (i) any deferred underwriting fee payable to Cantor Fitzgerald & Co. (the “IPO Underwriter”), (ii) any fees payable to placement agents, investment banks, advisors, or arrangers in connection with Transaction Financings (as defined below) and (iii) 50% of all fees, costs and expenses paid or incurred by Launch Two in connection with or arising from the filing of this proxy statement/prospectus and submitting a Nasdaq (as defined below) listing application with respect to the shares of Launch Two’s common stock exceeding $5,000,000, the Sponsor will immediately prior to the Closing irrevocably transfer to Launch Two, surrender and forfeit for no consideration a number of Founder Shares warrants to purchase shares of Launch Two which were issued in a private placement consummated in connection with Launch Two’s IPO (“Private Placement Warrants”) held by the Sponsor equal in value to such excess amount (with such shares warrants value based on the Reference Price). “Transaction Financings” mean capital raising transactions in connection with the Business Combination structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop

TABLE OF CONTENTS

TRADEMARKS AND TRADE NAMES

This proxy statement/prospectus includes trademarks of NuCube such as “NuCube” and “NuSun”, and others, which are protected under applicable intellectual property laws and are the property of NuCube. This proxy statement/prospectus also includes other trademarks, trade names, service marks and trade names that are the property of their respective owners, and we do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but such references are not intended to indicate, in any way, that Launch Two, the Combined Company or NuCube do not assert, to the fullest extent under applicable law, their respective rights, or the right of the applicable licensor to these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes estimates, industry position, forecasts, market size growth and information that Launch Two and NuCube obtained or derived from internal company reports, independent third-party reports and publications, surveys and studies by third parties. Some data are also based on good faith estimates, which are derived from internal company research or analyses, or review of internal company reports as well as the independent sources referred to above. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which NuCube operates, and the Combined Company will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward-looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward-looking statements in this proxy statement/prospectus. See the section entitled “Cautionary Note Regarding Forward-Looking Statements.” These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts, industry information or estimates from independent third parties, Launch Two and NuCube. Although both Launch Two and NuCube believe that third-party information on which the companies have based estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and is, in any event, subject to change and has not been independently verified. Launch Two and NuCube are responsible for the disclosure contained in this proxy statement/prospectus.

Websites

Website addresses referenced in this proxy statement/prospectus are inactive textual references only, and the content on the referenced websites specifically does not constitute a part of this proxy statement/prospectus and is not incorporated by reference herein.

FREQUENTLY USED TERMS

In this document:

“80% Test” means the requirement in the Current Charter (as defined below) and Nasdaq Rules (as defined below) that any merger, amalgamation, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination involving Launch Two and one or more businesses or entities must together have a fair market value of at least 80% of fair market value of the assets held in the Trust Account (as defined below), excluding taxes payable on the income earned on the Trust Account, and deferred underwriting commissions payable to the underwriters in connection with the IPO at the time of the signing of the definitive agreement governing the terms of such business combination.

“2024 SPAC Rules” means the final rules issued by the SEC on January 24, 2024 and effective as of July 1, 2024.

“Administrative Services Agreement” means the Administrative Services Agreement, dated as of October 7, 2024, between Launch Two and the Sponsor, pursuant to which Launch Two agreed to pay the Sponsor a total of $12,500 per month for office space, administrative and shared personnel support services.

“Amended and Restated Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into effective as of the Closing among Launch Two, the Sponsor, and certain NuCube Stockholders.

“Ancillary Documents” means each agreement, instrument or document attached to the Business Combination Agreement, and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement.

“Assumed Options” means the options to purchase shares of the Combined Company Common Stock issued at the Closing to NuCube Optionholders in exchange for NuCube options pursuant to the terms of the Business Combination Agreement.

“Business Combination” means all of the transactions associated with the proposed business combination between Launch Two and NuCube, including as contemplated by the terms of the Business Combination Agreement, the Ancillary Documents and other actions and transactions associated with the Domestication, the Merger and other transactions described therein, including, without limitation, the issuances of Combined Company securities as Merger Consideration in connection therewith.

“Business Combination Agreement” means the Business Combination Agreement, dated as of June 25, 2026, as it may be amended or supplemented from time to time, between Launch Two, NuCube and Merger Sub.

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York or George Town, Cayman Islands, are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York or George Town, Cayman Islands (as the case may be) are generally open for use by customers on such day.

“Cantor” means Cantor Fitzgerald & Co., Launch Two’s IPO underwriter.

“Cantor Private Placement Warrants Purchase Agreement” means the Private Placement Warrants Purchase Agreement, dated as of October 7, 2024, between Launch Two and Cantor, pursuant to which Cantor purchased 2,575,000 Private Placement Warrants in the Private Placement.

“CEO Employment Agreement” means the Employment Agreement, by and between NuCube and Cristian Rabiti, Chief Executive Officer of NuCube, dated as of June 25, 2026, which shall become effective as of the Closing of the Business Combination.

“Class A Common Stock” means the shares of Class A common stock, par value $0.0001 per share, of Launch Two following the Domestication.

“Class B Common Stock” means the shares of Class B common stock, par value $0.0001 per share, of Launch Two following the Domestication.

“Class A Ordinary Shares” means the Class A ordinary shares, par value $0.0001 per share, of Launch Two.

“Class B Ordinary Shares” means the Class B ordinary shares, par value $0.0001 per share, of Launch Two.

“Closing” means the consummation of the Business Combination in accordance with the terms of the Business Combination Agreement.

“Closing Date” means the date of the Closing of the Business Combination.

“Code” means the Internal Revenue Code of 1986, as amended, and any successor statute thereto, as amended. Reference to a specific section of the Code shall include such section and any valid treasury regulation promulgated thereunder.

“Combination Period” means the 24-month period from dated of consummation of Launch Two’s IPO to October 9, 2026, which is the period of time which Launch Two has to consummate an initial business combination, unless such time period is further extended by an amendment to the Current Charter.

“Combined Company” means Launch Two, following the Closing, the name of which shall be “NuCube Holdings, Inc.”

“Combined Company Board” means the board of directors of Combined Company immediately after the Closing.

“Combined Company Common Stock” means the shares of common stock, par value $0.0001 per share, of the Combined Company.

“Combined Company Preferred Stock” means the shares of common stock, par value $0.0001 per share, of the Combined Company.

“Combined Company Public Warrants” means the Public Warrants following the Closing.“Combined Company Private Warrants” means the Private Placement Warrants following the Closing.

“Combined Company Units” means units of the Combined Company.

“Combined Company Warrants” means (i) Combined Company Public Warrants and (ii) Combined Company Private Warrants.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Company” means NuCube.

“Company Common Stock” means the common stock of the Company, par value $0.0001 per share.

“Company Current Charter” means the Certificate of Incorporation of the Company, as amended and effective under the DGCL, prior to the Effective Time.

“Company Equity Plan” means the NuCube Energy, Inc. 2023 Equity Incentive Plan.

“Company Options” or “NuCube Options” means the options to purchase Company Common Stock that were granted pursuant to the Company Equity Plan.

“Company SAFEs” means securities of the Company representing the right to receive a certain number of shares of Company Common Stock, upon the occurrence of particular events specified in the underlying Contract.

“Company Securities” means, collectively, the Company Common Stock, the Company Options, the Company Warrants, and any other Company convertible securities of the Company.

“Company Stock” means, collectively, the Company Common Stock, the Pre-Seed 1 Preferred Stock of the Company, Series Seed Preferred Stock of the Company, the Series A-1 Preferred Stock of the Company, the Series A-2 Preferred Stock of the Company, and the Series A-3 Preferred Stock of the Company.

“Company Support Agreements” means the support agreements entered into by Launch Two, NuCube and certain NuCube Stockholders simultaneously with the execution of the Business Combination Agreement.

“Company Warrant” means a warrant to purchase Company Stock.

“CST” means Continental Stock Transfer & Trust Company, a New York corporation.

“Current Charter” means Launch Two’s Amended and Restated Memorandum and Articles of Association as currently in effect or in effect from time to time.

“DGCL” means the General Corporation Law of the State of Delaware (as amended).

“Domestication” means the deregistration and transfer by way of continuation of Launch Two out of the Cayman Islands and into the State of Delaware, pursuant to Part 12 of the Companies Act and the applicable provisions of the DGCL, following which Launch Two will be re-domiciled as, and become, a Delaware corporation.

“DTC” means The Depository Trust Company.

“DWAC” means The Depository Trust Company’s Deposit Withdrawal At Custodian.

“Earnout Determination Date” means the date that is 90 days following the date on which the Earnout Triggering Event is confirmed in accordance with the procedures for dispute resolution between SPAC Representative and Seller Representative.

“Earnout Participants” means NuCube Stockholders as of immediately prior to the Effective Time who are entitled to receive the Earnout Shares, in each case in accordance with the terms of the Business Combination Agreement.

“Earnout Period” means the three-year period following the Closing Date.

“Earnout Shares” means the 12,575,000 shares of Combined Company Common Stock issued into escrow at Closing and subject to release upon the occurrence of an Earnout Triggering Event, as adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or similar transactions occurring after the Closing.

“Earnout Triggering Event” means either (i) the achievement of the Share Price Target during the Earnout Period or (ii) the occurrence during the Earnout Period of a Change of Control transaction in which the implied per share consideration payable to holders of Combined Company Common Stock exceeds the Share Price Target.

“Effective Time” means the effective time of the Merger.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the result of (i) the Purchase Price divided by the Reference Price over (ii) the Fully-Diluted Company Shares.

“Extension” means an action to extend, in accordance with Launch Two’s Current Charter and the IPO Prospectus, the deadline by which Launch Two must complete its initial business combination.

“Expenses” means, with respect to a Party, all of such Party’s reasonable and documented third-party, out of pocket fees, costs and expenses, including all such fees, costs and expenses with respect to counsel, accountants, investment bankers, financial advisors, financing sources, experts and consultants to a Party or any of its respective affiliates, exchange listings, SEC filings, compliance with the Hart Scott Rodino Antitrust Improvement Act of 1976, the Transaction Financing and obtaining the Launch Two D&O Tail Insurance or NuCube D&O Tail Insurance, as applicable, incurred by a Party or on its behalf in connection with or related to the authorization, preparation, negotiation, execution or performance of the Business Combination Agreement or any ancillary document related thereto and all other matters related to the consummation of the Transactions. With respect to Launch Two, Expenses shall include (in each case without duplication) any and all deferred expenses (including fees or commissions payable to the underwriters and any legal fees) of the IPO upon consummation of a Business Combination, any Indebtedness of Launch Two, any guarantee or endorsement by Launch Two of any Indebtedness, Liability, or obligation of any Person, any capital expenditures of Launch Two, the costs, expenses and/or compensation of any service providers to Launch Two, and any costs and expenses (such expenses, “Extension Expenses”) necessary for an Extension (including any of the foregoing incurred by Sponsor or its affiliates or Launch Two’s directors or officers, in each case on behalf of the Launch Two and for which Launch Two is or may become liable).

“Extraordinary General Meeting” means the Extraordinary General meeting of the shareholders of Launch Two, to be held virtually at [    ] a.m., Eastern Time on [    ], 2026, and, for purposes of the Current Charter, in person at [    ].

“Fairness Opinion” means the opinion dated June 18, 2026, rendered by Houlihan Capital, LLC (“Houlihan Capital”) for the Launch Two Board regarding the consideration to be issued or paid in the Transaction is fair, from a financial point of view to Launch Two and the Launch Two shareholders and the satisfaction of the 80% Test.

“Founder Shares” means the Class B Ordinary Shares initially purchased by the Sponsor in a private placement consummated prior to the IPO, and following the Domestication and the Closing, the shares of Combined Company Common Stock for which such Founder Shares are exchanged.

“FINRA” means the Financial Industry Regulatory Authority (and any successor thereto, as applicable).

“Fully-Diluted Company Shares” means, without duplication, (a) the total number of issued and outstanding shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time (after giving effect to the Preferred Conversion), plus (b) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to the conversion of Company SAFEs, plus (c) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Options that are issued and outstanding as of immediately prior to the Effective Time, treating such outstanding Company Options as having been exercised in full (calculated on a “cashless” (i.e., net exercise) basis), plus (d) the aggregate number of shares of Company Common Stock issuable upon, or pursuant to, the exercise of Company Warrants that are issued and outstanding as of immediately prior to the Effective Time, treating such Company Warrants as having been exercised in full (calculated on a “cahsless” (i.e., net exercise) basis).

“GAAP” means generally accepted accounting principles as in effect in the United States of America.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan” means the NuCube Energy, Inc. 2026 Equity Incentive Plan, in the form included as Annex E to this proxy statement/prospectus.

“Initial Shareholders” means the holders of Ordinary Shares of Launch Two immediately prior to the consummation of the Business Combination, including Launch Two Sponsor LLC, any directors, officers, advisors and other affiliates of Launch Two holding founder shares or other equity interests in Launch Two prior to the Business Combination (including any such persons or entities that acquired founder shares or similar equity interests in connection with their role as a sponsor, advisor or investor in Launch Two).

“Insider Letter” means that certain letter agreement, dated as of October 7, 2024, by and among Launch Two, Sponsor, and the officers and directors of Launch Two.

“Insider Letter Amendment” means the amendment to the Insider Letter contained in the form of Insider Letter Amendment attached as Annex F to this proxy statement/prospectus.

“Interim Charter” means the certificate of incorporation of Launch Two in the form included as Annex B to this proxy statement/prospectus upon the Domestication taking effect in place of the Current Charter and which will remove or amend those provisions of the Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication.

“Interim Period” means the period between the date of execution of the Business Combination Agreement and the Closing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” or “Initial Public Offering” means the initial public offering of Launch Two’s units issued (including overallotment) consisting of one Class A Ordinary Share and one-half of one Public Unit pursuant to the IPO Prospectus.

“IPO Promissory Note” means that certain unsecured promissory note in the principal amount of up to $300,000 issued to the Sponsor on May 13, 2024.

“IPO Prospectus” means the final prospectus of Launch Two, dated as of October 7, 2024, and filed with the SEC on October 8, 2024 (File No. 333-280965).

“IPO Underwriter” means Cantor, in its capacity as the underwriter for the IPO.

“ISU” means Idaho State University.

“Launch Two Board” means the board of directors of Launch Two.

“Launch Two Class B Shareholders” means the holders of the Class B Ordinary Shares.

“Launch Two Common Stock” means, following the Domestication, the common stock, par value $0.0001 per share, of Launch Two.

“Launch Two Securities” means the Units, the Ordinary Shares, the Preference Shares and the Warrants, collectively.

“Launch Two Warrant Agreement” means the warrant agreement, dated as of October 7, 2024, by and between Launch Two and CST, in its capacity as warrant agent.

“Launch Two” means Launch Two Acquisition Corp., a Cayman Islands exempted company.

“Lock-Up Agreements” means the lock-up agreements entered into simultaneously with the execution of the Business Combination Agreement among Launch Two and certain stockholders of NuCube, pursuant to which such NuCube Stockholders agreed to certain transfer and other restrictions applicable to the shares of Combined Company Common Stock they will receive in the Merger for a period of time after the Closing.

“Lock-Up Holders” means parties subject to the Lock-Up Agreements.

“Lock-Up Shares” means shares subject to the Lock-Up Agreements.

“Merger” means the merger, in accordance with the terms of the Business Combination Agreement, of Merger Sub with and into NuCube, with NuCube continuing as a wholly-owned subsidiary of Launch Two.

“Merger Sub” means Tesseract Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Launch Two.

“Merger Consideration” means the aggregate consideration to be paid to Company securityholders as of the Effective Time pursuant to the Merger which shall consist of newly-issued securities of Launch Two determined as follows: (i) each NuCube Stockholder receiving, for each share of Company Common Stock then held (after giving effect to the Preferred Conversion), a number of shares of Combined Company Common Stock equal to the Exchange Ratio, (ii) each holder of NuCube Options receiving for such holder’s NuCube Options then held, Assumed Options, and (iii) each holder of NuCube Warrants receiving for such holder’s Company Warrants then held, the Assumed Warrants.

“Minimum Cash Condition” means the sum of (i) the aggregate cash proceeds available for release from the Trust Account (after giving effect to the completion and payment of the Redemption and payment of Launch Two’s, Merger Sub’s and the Company’s Expenses), plus (ii) the aggregate amount of any Transaction Financing minus (iii) the aggregate amount of each Party’s Expenses (the “Net Cash Proceeds”), shall equal or exceed $75,000,000.

“Nasdaq” means the Nasdaq Stock Market LLC.

“Nasdaq Rules” means the continued listing rules of Nasdaq, as they exist as of the date of this proxy statement/prospectus.

“NuCube” means NuCube Energy, Inc., a Delaware corporation.

“NuCube Common Stock” means the common stock, par value $0.0001 per share, of NuCube.

“NuCube Option” means an option to purchase Company Common Stock that was granted pursuant to the Company Equity Plan.

“NuCube Optionholders” means the holders of NuCube Options as of immediately prior to the Effective Time.

“NuCube Stockholder” means, collectively, the holders of Company Stock. For the avoidance of doubt, NuCube Stockholders shall not include any holders of Company Options that have not exercised such Company Options at or prior to the closing of the Business Combination.

“Non-Competition and Non-Solicitation Agreement” means the non-competition and non-solicitation agreement between Launch Two, NuCube and Cristian Rabiti, entered into simultaneously with the execution of the Business Combination Agreement.

“Ordinary Shares” means the Class A Ordinary Shares and the Class B Ordinary Shares, collectively.

“OTA” means the Other Transaction Agreement that will be by and between DOE and ISU (of NOE, ISU, and Nucube) establishing the legal framework for DOE to regulate NuCube’s microreactor at ISU in connection with the Launchpad USA program.

“Outside Date” means, for purposes of, and as used in, the Business Combination Agreement, the date of October 9, 2026; provided that if the Launch Two obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction Financing in the aggregate gross amount of at least $75,000,000 and (ii) the approval of its shareholders for an extension of the deadline by which Launch Two must complete its initial business combination, then the Outside Date shall automatically be amended to November 9, 2026.

“PCAOB” means the Public Company Accounting and Oversight Board (United States).

“Person” or “person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, exempted company, association, registered trust, trustee of a trust, or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Preference Shares” means, prior to the Domestication, preference shares of a par value of $0.0001 per share, of Launch Two.

“Preferred Conversion” means, on or prior to the Closing Date, the exchange or conversion of all of the issued and outstanding shares of Company Preferred Stock for shares of Company Common Stock at the applicable conversion ratio (including any accrued or declared but unpaid dividends) as set forth in the Company Charter.

“Private Placement” means the private placement consummated simultaneously with the IPO in which Launch Two issued the Private Placement Warrants to the Sponsor and the IPO Underwriter.

“Private Placement Warrants” means one whole warrant that was issued in the Private Placement that closed simultaneously with the IPO, with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share at a purchase price of $11.50 per share.

“Private Placement Warrants Purchase Agreements” means the (i) Cantor Private Placement Agreement and (ii) Sponsor Private Placement Agreement, together.

“Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal, the Insider Letter Amendment Proposal and the Adjournment Proposal, each as defined in the section of this proxy statement/prospectus entitled “Questions and Answers About the Extraordinary General Meeting — What proposals are shareholders of Launch Two being asked to vote upon?”.

“Proposed Bylaws” means the amended and restated bylaws of the Combined Company in the form included as Annex D to this proxy statement/prospectus, to be adopted by the Combined Company in connection with the consummation of the Business Combination.

“Proposed Charter” means the amended and restated certificate of formation of the Combined Company in the form included as Annex C to this proxy statement/prospectus, to be adopted by the Combined Company, assuming the Charter Proposal is approved by Launch Two shareholders at the Extraordinary General Meeting.

“Proposed Organizational Documents” means collectively, the Proposed Bylaws and the Proposed Charter.

“Public Share” means one Class A Ordinary Share that was included as part of each Public Unit.

“Public Shareholders” means holders of Public Shares.

“Public Units” means the units issued in the IPO (including overallotment units acquired by the IPO underwriters) consisting of one Launch Two Class A Ordinary Share and one-half of one Public Warrant.

“Public Warrant” means one (1) whole redeemable warrant that was included in as part of each Public Unit, entitling the holder thereof to purchase one (1) Class A Ordinary Share at a purchase price of $11.50 per share.

“Purchase Price” means (a) $500,000,000 minus (b) the excess (if any) of (x) the Company’s Expenses over (y) $5,000,000.

“Record Date” means the close of business on [    ], 2026, which is the date as of which only holders of record of Ordinary Shares are entitled to notice of, and the opportunity to vote at, the Extraordinary General Meeting and any adjournments or postponements of the Extraordinary General Meeting.

“Redemption” means the right of the holders of Public Shares to have their shares redeemed in connection with the vote on, and effective upon the consummation of, the Business Combination in accordance with the procedures set forth in this proxy statement/prospectus and the Current Charter.

“Redemption Payment” means the aggregate amount to be paid to Public Shareholders, if any, that have duly requested and not withdrawn requests to redeem their Public Shares in connection with the Closing, pursuant to the Redemption.

“Redemption Price” means an amount equal to the price at which each Launch Two Public Share is redeemed, as determined in accordance with the Current Charter and the IPO Prospectus.

“Reference Price” means $10.82.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of October 7, 2024, among Launch Two, the Sponsor and the other persons listed thereto, entered into in connection with the IPO.

“Required Proposals” means the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Insider Letter Amendment Proposal.

“SCA” means Strategic Capital Advisories.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Share Price Target” means the VWAP of the Combined Company Common Stock equaling or exceeding $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and similar transactions after the Closing) for at least twenty (20) of thirty (30) consecutive Trading Days during the Earnout Period.

“SPAC” means special purpose acquisition company.

“Sponsor” means Launch Two Sponsor LLC, a Delaware limited liability company. Sponsor was formed for the sole purpose of investing in Launch Two and acting as the sponsor of Launch Two and conducts no other business.

“Sponsor Private Placement Agreement” means the Private Placement Warrants Purchase Agreement, dated as of October 7, 2024, between Launch Two and the Sponsor, pursuant to which the Sponsor purchased 4,500,000 Private Placement Warrants in the Private Placement.

“Sponsor Purchase Agreement” means that certain securities purchase agreement, dated as of June 25, 2026, by and between the Sponsor and HCG Opportunity III, LLC (“HCG”), pursuant to which HCG is expected to acquire from the Sponsor up to 2,875,000 Founder Shares and up to 2,250,000 Private Placement Warrants, in each case subject to the terms and conditions set forth therein, including in consideration of certain value-add services and contributions provided by HCG in connection with the Business Combination, including the negotiation and execution of the Business Combination Agreement.

“Sponsor Support Agreement” means the Sponsor Support Agreement entered into among Launch Two, NuCube and the Sponsor simultaneously with the execution of the Business Combination Agreement pursuant to which, among other things, the Sponsor waived anti-dilution protections on the Founder Shares, agreed to vote all of the Ordinary Shares held by it in favor of (i) the Business Combination Agreement and the Transactions (ii) each other proposal included in this proxy statement/prospectus for the Extraordinary General Meeting and for which Launch Two’s board of directors has recommended that Launch Two shareholders vote in favor and against any competing transaction, and agreed to amend

the Insider Letter pursuant to the terms agreed in the Sponsor Support Agreement. Additionally, the Sponsor agreed that to the extent Launch Two’s expenses (less (i) any deferred underwriting fee payable to the IPO Underwriter, (ii) any fees payable to placement agents, investment banks, advisors, or arrangers in connection with Transaction Financings and (ii) 50% of all fees, costs and expenses paid or incurred by Launch Two in connection with or arising from the filing of this proxy statement/prospectus and submitting a Nasdaq listing application with respect to the shares of Launch Two’s common stock exceeding $5,000,000, the Sponsor will immediately prior to the Closing irrevocably transfer to Launch Two, surrender and forfeit for no consideration a number of Founder Shares and Private Placement Warrants held by the Sponsor equal in value to such excess amount (with such shares warrants value based on the Reference Price.

“SRX” means SRX Global Inc.

“Stockholder Merger Consideration” means the total portion of the Merger Consideration amount payable to all NuCube Stockholders (excluding, for the avoidance of doubt, holders of Company Options) in accordance with the Business Combination Agreement.

“Surviving Entity” means NuCube, as the surviving corporation in the Merger.

“Transactions” means all of the actions and transactions comprising the proposed Business Combination, including all of the transactions contemplated by the Business Combination Agreement, the Ancillary Documents and any other agreements entered into in connection with the Closing, including the issuance of Combined Company securities pursuant to the foregoing.

“Transaction Financing” means, a capital raising transaction in connection with the Transactions structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or cash equivalents, in each case, whether such investment is into Launch Two or NuCube.

“Trust Account” means the trust account established by Launch Two with the proceeds from the IPO pursuant to the Trust Agreement in accordance with the IPO Prospectus.

“Trust Agreement” means that certain Investment Management Trust Agreement, dated as of October 7, 2024, as it may be amended, by and between Launch Two and the Trustee, as well as any other agreements entered into, related to, or govern the Trust Account.

“Trustee” means CST, in its capacity as Trustee under the Trust Agreement.

“Underwriting Agreement” means that certain underwriting agreement, dated as of October 7, 2024, by and between Launch Two and the IPO Underwriter.

“Units” means the units issued in the IPO (including overallotment units acquired by the IPO Underwriter) consisting of one (1) Class A Ordinary Share and one-half (1/2) of one Public Warrant.

“VWAP” means the volume-weighted average price per share of Launch Two Common Stock on Nasdaq or NYSE, or another national securities exchange, as applicable, for each Business Day in such period for which such exchange is open for trading, as calculated by Bloomberg Financial LP under the function “VWAP.” VWAP shall be appropriately adjusted, if applicable, to account for any (a) equity dividend or distribution on Launch Two Common Stock, (b) subdivision or reclassification of outstanding Launch Two Common Stock into a greater number of shares or (c) combination or reclassification of Launch Two Common Stock into a smaller number of shares.

“Warrant Agent” means CST, in its capacity as Warrant Agent for purposes of the Warrant Agreement.

“Warrants” means Private Placement Warrants and Public Warrants, collectively.

“Working Capital Loans” means funds, if any, that, in order to provide working capital or finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor or certain of Launch Two’s directors and officers may, but are not obligated to, loan to Launch Two, if any. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

“Working Capital Note” means that certain Working Capital Promissory Note issued by Launch Two on August 17, 2026, to the Sponsor, pursuant to which the Sponsor loaned $848,000 to Launch Two on substantially the same terms as the loan obtained by SRX under a credit agreement with the Sponsor. Of the $848,000 principal

amount, $750,000 represents cash proceeds advanced by the Sponsor to Launch Two on August 7, 2026, and the remaining $98,000 consists of amounts retained or applied in connection with the loan, including a $48,000 interest reserve and up to $50,000 for fees and expense reimbursements.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities”), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to holders of securities of the Combined Company as of immediately following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.      That no Public Shareholders exercise redemption rights with respect to Public Shares prior to (in the event that, in connection with a meeting of Launch Two shareholders convened prior to the Closing Date, if any, Public Shareholders are provided an opportunity to redeem Public Shares in accordance with the terms of the Current Charter) or in connection with the Closing of the Business Combination. Please see the section entitled “The Extraordinary General Meeting — Redemption Rights.”

2.      That there are no securities issued by Launch Two prior to or at the Closing of the Business Combination except as Merger Consideration deliverable to NuCube Stockholders and NuCube Optionholders; that no outstanding Public Warrants or Private Placement Warrants are exercised prior to or in connection with the Closing; and that no Founder Shares are forfeited in connection with the Business Combination.

3.      That no Transaction Financing resulting in the issuance of additional Combined Company shares prior to the Effective Time are consummated prior to the Closing, such that the aggregate Merger Consideration deliverable at the Closing to former securityholders of NuCube is comprised of newly-issued shares of Combined Company Common Stock and Assumed Options.

4.      That the number and terms of the outstanding NuCube securities are the same as of immediately prior to the Effective time as presently.

5.      That the number of the NuCube Options and NuCube Warrants that are outstanding as of the date of this proxy statement/prospectus is the same as the number of NuCube Options and NuCube Warrants outstanding as of immediately prior to the Effective Time and that, at the Closing, 46,210,720 shares of Combined Company Stock are issued as Stockholder Merger Consideration, Assumed Options to purchase 2,062,890 shares of Combined Company Common Stock are issued to NuCube Optionholders and Assumed Warrants to purchase 977,444 shares of Combined Company Common Stock are issued to NuCube Warrantholders.

6.      That none of the NuCube Stockholders exercises appraisal rights in connection with the Closing.

7.      For purposes of calculating estimated Redemption Payments in connection with the presentation in this proxy statement/prospectus of various illustrative examples of pro forma Combined Company ownership scenarios, except to the extent otherwise noted, a Redemption Price of $10.83 per Public Share, calculated based on $249.2 million contained in the Trust Account as of August 31, 2026, is used, solely for calculation purposes (except as otherwise noted in particular subsections of this proxy statement/prospectus).

The estimated share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to the Combined Company securities anticipated to be outstanding immediately after following the Business Combination is consummated do not include any shares reserved for issuance in connection with, or equity awards that may be made in connection with or following completion of the Business Combination pursuant to the Incentive Plan, and do not give effect to any other potential dilutive issuances of equity or equity-linked securities at or after the Closing. For further information regarding additional potential sources of dilution to Combined Company securityholders please read carefully the sections of this proxy statement/prospectus entitled: “Questions and answers about the Launch Two Extraordinary General Meeting — What equity stake will current Public Shareholders, the Sponsor, and the NuCube Stockholders hold in the Combined Company immediately after the Closing?” “Unaudited Pro Forma Condensed Combined Financial Information”, “Beneficial Ownership of Securities” and information contained under the heading “Risk Factors.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements include, but are not limited to:

•        statements regarding estimates and forecasts and projections of market opportunity;

•        expectations and timing related to the success, cost and timing of NuCube’s and the Combined Company’s development activities;

•        financing and other business milestones;

•        potential benefits of the Business Combination; and

•        expectations relating to the Business Combination, including the proceeds of the Business Combination and the timing of the Closing of the Business Combination.

Launch Two and NuCube caution readers of this proxy statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Launch Two’s and NuCube’s control, which could cause the actual results to differ materially from the expected results. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of NuCube’s and Launch Two’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and none of Launch Two, the Combined Company or NuCube guarantees that the transactions and events described will happen as described (or that they will happen at all). These forward-looking statements are subject to a number of risks and uncertainties, including:

•        Launch Two may not be able to obtain the required shareholder approval to consummate the proposed Business Combination;

•        The Sponsor and Launch Two’s directors and officers have potential conflicts of interest in recommending that Launch Two’s shareholders vote in favor of the proposed Business Combination;

•        The Business Combination is subject to various closing conditions, including a Minimum Cash Condition, and Launch Two may be unable to complete the Business Combination if such closing conditions are not satisfied or waived;

•        The Sponsor has agreed to vote in favor of the proposed Business Combination, which will increase the likelihood that Launch Two will receive the requisite shareholder approval for the proposed Business Combination and the transactions contemplated thereby regardless of how Launch Two’s public shareholders vote;

•        The ability of Public Shareholders to exercise redemption rights with respect to a large number of Public Shares could deplete the Trust Account prior to Closing and thereby diminish the amount of capital available to the Combined Company;

•        Securities of companies formed through combinations with special purpose acquisition companies such as Launch Two may experience a material decline in price relative to the share price prior to such combinations;

•        Holders of Founder Shares, including the Sponsor, may receive a positive return on such shares, even if Public Shareholders experience a negative return on their investment after the consummation of the proposed Business Combination;

•        Launch Two cannot assure you that its due diligence review of Company’s business has identified all material issues or risks associated with their respective business or the industry in which it operates. Additional information may later arise in connection with the preparation of the registration statement and proxy materials or after the consummation of the proposed Business Combination. If Launch Two’s due diligence investigation was inadequate, then shareholders of the Combined Company could lose some or all of their investment;

•        Launch Two’s shareholders will experience significant dilution as a consequence of the proposed Business Combination and related financings;

•        The parties will incur significant transaction costs in connection with the proposed Business Combination, which may exceed current estimates and expectations, and those costs will be paid using the proceeds from the proposed Business Combination and related financings, diminishing the amount of capital available to the Combined Company following closing;

•        If, following the consummation of the proposed Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Combined Company, its business, or its market, or if they change their recommendation regarding the Combined Company’s shares adversely, then the price and trading volume of the Combined Company’s shares could decline;

•        An active trading market for the Combined Company’s securities may not be available on a consistent basis to provide shareholders with adequate liquidity. The market price of the Combined Company shares could decline significantly and trading volume could decline significantly or become volatile following the consummation of the proposed Business Combination;

•        Because there are no current plans for the Combined Company to pay cash dividends for the foreseeable future, shareholders may not receive any return on investment unless shares are sold for a price greater than that which was initially paid;

•        Future sales and issuance of shares could result in additional dilution of the percentage ownership of the Combined Company shareholders and cause the market price of the Combined Company’s shares to decline even if the business is doing well;

•        The Combined Company’s reported operating results may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the market price of its securities to fluctuate or decline;

•        Following the consummation of the proposed Business Combination, the Combined Company may be subject to an increased risk of securities class action litigation;

•        The Combined Company may be unable to obtain additional financing to fund its operations or growth;

•        There can be no assurance that the Combined Company will be able to meet the initial listing standards of Nasdaq, or following the closing of the proposed Business Combination, comply with the continued listing standards of Nasdaq;

•        NuCube may not be able to implement its business plans, forecasts and other expectations after completion of the Business Combination, including with respect to the development, deployment and commercialization of its products and technologies;

•        NuCube may not be able to develop, test, license, manufacture or successfully commercialize its microreactor technology or related products and services on anticipated timelines or at all;

•        NuCube may not be able to obtain or maintain the governmental approvals, authorizations, licenses and permits necessary to develop, deploy and commercialize its microreactors;

•        NuCube’s business is dependent on strategic relationships with third parties, including development partners, suppliers and manufacturers, and on the availability of critical nuclear fuel, materials and components, any of which may be delayed, disrupted or unavailable;

•        The evolution of the markets in which NuCube competes is rapidly evolving and highly competitive and may develop more slowly than anticipated or not at all;

•        Additional financing in connection with the Business Combination, or additional capital needed following the Business Combination to support NuCube’s business or operations, may not be raised on favorable terms or at all;

•        Negative developments affecting the advanced nuclear reactor industry, including safety incidents, licensing challenges, delays in commercialization, adverse regulatory developments, supply chain disruptions or the failure of other advanced reactor developers, may generate negative publicity and adversely impact investor confidence in the Combined Company, even if the Combined Company is not directly involved in any such events;

•        Future changes in U.S. or foreign laws, regulations, policies or interpretations relating to nuclear energy, advanced reactor technologies, nuclear fuel, waste management, export controls or environmental matters could adversely affect the Combined Company’s business, operating results, financial condition and growth prospects following the Business Combination; and

•        other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

If any of these risks materialize or any of Launch Two’s or NuCube’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Launch Two nor NuCube presently know or that Launch Two and NuCube currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward-looking statements. In addition, forward-looking statements reflect Launch Two’s and NuCube’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Launch Two and NuCube anticipate that subsequent events and developments may cause Launch Two’s and NuCube’s assessments to change. However, while Launch Two, the Combined Company or NuCube may elect to update these forward-looking statements at some point in the future, Launch Two, the Combined Company and NuCube specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Launch Two’s and NuCube’s assessments as of any date subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Launch Two’s and NuCube’s control. Forward-looking statements are not guarantees of performance. All forward-looking statements attributable to Launch Two, the Combined Company or NuCube or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY GENERAL MEETING

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the Extraordinary General Meeting, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Launch Two shareholders. We urge you to read this entire proxy statement/prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the Extraordinary General Meeting. See also the section of this proxy statement/prospectus entitled “Where You Can Find More Information.”

Q:     Why am I receiving this proxy statement/prospectus?

A:     Launch Two shareholders are being asked to consider and vote upon a Proposal to approve and adopt the Business Combination, including the transactions contemplated by the Business Combination Agreement, among other Proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, NuCube will become a wholly-owned subsidiary of the Combined Company. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the Extraordinary General Meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

THE VOTE OF LAUNCH TWO SHAREHOLDERS IS IMPORTANT. LAUNCH TWO SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EXTRAORDINARY GENERAL MEETING.

Q:     What proposals are shareholders of Launch Two being asked to vote upon?

A:     Shareholders of Launch Two are being asked to vote upon the following Proposals:

The Business Combination Proposal (Proposal 1) — To consider and vote on a proposal to approve, by ordinary resolution, the Business Combination Agreement and the transactions contemplated thereby pursuant to which, at the Effective Time of the Merger:

•        All of the issued and outstanding capital stock of NuCube as of immediately prior to the Effective time shall automatically be cancelled and cease to exist, in exchange for the rights of each eligible NuCube Stockholder to receive its pro rata share of the Stockholder Merger Consideration; and

•        All outstanding Company Options to purchase shares of NuCube Common Stock as of immediately prior to the Effective time shall be assumed by the Combined Company and replaced with Assumed Options, subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

We refer to this Proposal as the “The Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the proxy statement/prospectus as Annex A.

In addition to the approval of the Proposals at the Extraordinary General Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with the Business Combination Agreement and applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, receipt of the requisite shareholder approvals contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Conditions to Closing.”

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of NuCube and Launch Two, or by NuCube or Launch Two acting alone in specified circumstances as described in the Business Combination Agreement. For more information about the termination rights under the Business Combination Agreement, see the section entitled “The Business Combination Proposal — Termination.”

Pursuant to the Current Charter, the Public Shareholders may elect to redeem, in connection with any vote on a proposed Business Combination, Public Shares then held by them for cash equal to the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then issued Public Shares, subject to the limitations described herein and in the Current Charter. As of August 31, 2026, based on funds in the Trust Account of approximately $249.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.83 per share. Public Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their Public Shares for cash. This means that Public Shareholders who hold Public Shares on or before [    ], 2026 (two (2) business days before the Extraordinary General Meeting) will be eligible to elect to have their Public Shares redeemed for cash in connection with the Extraordinary General Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the Extraordinary General Meeting.

A Public Shareholder, together with any of such shareholder’s affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming, without the prior consent of the Company, in the aggregate such shareholder’s shares or, if part of such a group, the group’s shares, with respect to 15% or more of the Ordinary Shares included in the Units. Holders of Launch Two’s outstanding public warrants and Units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding Units must separate the underlying Class A Ordinary Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. Holders of Units do not need to separate their Units into the underlying Public Shares and Public Warrants prior to voting such underlying Public Shares at the Extraordinary General Meeting if they do not wish to exercise redemption rights.

See the section entitled “The Extraordinary General Meeting — Redemption Rights.”

The Business Combination will be consummated only if the Required Proposals are approved at the Extraordinary General Meeting, which Required Proposals include the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Nasdaq Proposal and the Director Election Proposal. Each of the Required Proposals is conditioned on the approval of the Business Combination Proposal and each of the other Required Proposals. The Adjournment Proposal and the Advisory Organizational Documents Proposals are not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

The Business Combination is not structured in a way that approval of at least a majority of unaffiliated Launch Two shareholders is required. The Business Combination Proposal may be approved by a majority of Launch Two shareholders voting on such proposal, which may include Ordinary Shares held by the Sponsor, even if a majority of unaffiliated Launch Two shareholders vote against such proposal.

The Business Combination involves numerous risks. For more information about these risks, see the section entitled “Risk Factors.”

The Domestication Proposal (Proposal 2) — To consider and vote upon a proposal by special resolution of the Launch Two Class B Shareholders to (a) change the domicile of Launch Two pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation; (b) adopt upon the Domestication taking effect, the Interim Charter in the form appended to this proxy statement/prospectus as Annex B, in place of the Current Charter and the Proposed Bylaws, as further described below; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which Launch Two will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. Only the Launch Two Class B Shareholders will carry the right to vote to continue Launch Two in a jurisdiction outside the Cayman Islands (including,

but not limited to, the approval of the organizational documents of Launch Two in such other jurisdiction). The Domestication Proposal is described in more detail in this proxy statement/prospectus under the heading “The Domestication Proposal (Proposal 2).”

The Charter Proposal (Proposal 3) — To consider and vote on a proposal to approve, by ordinary resolution, the Proposed Charter in the form attached to this proxy statement/prospectus as Annex C, which will replace the Interim Charter, effective as of the Closing, and the amended and restated bylaws of the Combined Company in the form attached to this proxy statement/prospectus as Annex D.

The Advisory Organizational Documents Proposals (Proposals 4A — 4F) — to consider and vote on six (6) separate non-binding advisory proposals to approve, by ordinary resolution, material differences between the Current Charter in effect prior to the Domestication and the terms and provisions to be set forth in the Proposed Charter and Proposed Bylaws of the Combined Company upon completion of the Business Combination in accordance with the requirements of the SEC, specifically:

•        Advisory Organizational Documents Proposal 4A — Under the Proposed Organizational Documents, the Combined Company would be authorized to issue (A) 250,000,000 shares of Combined Company Common Stock, par value $0.0001 per share and (B) 10,000,000 shares of Combined Company Preferred Stock.

•        Advisory Organizational Documents Proposal 4B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

•        Advisory Organizational Documents Proposal 4C — A proposal to amend the Current Charter to approve provisions providing that the Proposed Bylaws may be amended by the Combined Company Board or by the stockholders by the affirmative vote of the holders of a majority of the voting power of all then outstanding shares of capital stock entitled to vote on such amendment, voting as a single class, and that any amendment to the Proposed Charter will generally require the affirmative vote of at least a majority of the Combined Company’s then outstanding shares of capital stock entitled to vote on such amendment, voting together as a single class.

•        Advisory Organizational Documents Proposal 4D — The Proposed Charter would require the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class, to remove a director only for cause.

•        Advisory Organizational Documents Proposal 4E — The Proposed Charter would prohibit stockholder action by written consent in lieu of a meeting and require stockholders to take action at an annual or special meeting.

•        Advisory Organizational Documents Proposal 4F — The Proposed Charter would (1) change the corporate name from “Launch Two Acquisition Corp.” to “NuCube Holdings, Inc.”, (2) make the Combined Company’s corporate existence perpetual and (3) remove certain provisions related to Launch Two’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

The Incentive Plan Proposal (Proposal 5) — To consider and vote on a proposal to approve, by ordinary resolution, the Incentive Plan in the form attached to this proxy statement/prospectus as Annex E, which, if approved by the Launch Two shareholders and adopted by the Combined Company, will be available to the Combined Company on a go-forward basis from the Closing. The Incentive Plan Proposal is described in more detail in this proxy statement/prospectus under the heading “The Incentive Plan Proposal (Proposal 5).”

The Nasdaq Proposal (Proposal 6) — To consider and vote on a proposal to approve, by ordinary resolution and for purposes of complying with the applicable listing rules of the Nasdaq, the issuance of the shares of Combined Company Common Stock to be issued in connection with the Business Combination. The Nasdaq Proposal is described in more detail in this proxy statement/prospectus under the heading “The Nasdaq Proposal (Proposal 6).”

The Director Election Proposal (Proposal 7) — To consider and vote on a proposal to approve, by ordinary resolution, the election of seven (7) directors to serve terms on the Combined Company’s board of directors effective at the Effective Time as set forth in the Combined Company Proposed Charter or until their respective successors are duly elected and qualified. The Director Election Proposal is described in more detail in this proxy statement/prospectus under the heading “The Director Election Proposal (Proposal 7).”

The Insider Letter Amendment Proposal (Proposal 8) — To consider and vote on a proposal to approve, by ordinary resolution, amendments to the Insider Letter, attached to this proxy statement/prospectus as Annex F, to revise the lock-up period applicable to Class B Ordinary Shares held by the Sponsor set forth in the Insider Letter. The Insider Letter Amendment Proposal is described in more detail in this proxy statement/prospectus under the heading “Proposal 8: The Insider Letter Amendment Proposal.”

The Adjournment Proposal (Proposal 9) — To consider and vote on a proposal to approve, by ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary or appropriate as determined by the chairman of the Extraordinary General Meeting.

Q:     What interests do Launch Two’s Sponsor, current officers and directors have in the Business Combination?

A:     In considering the recommendation of the Launch Two Board to vote in favor of the Business Combination, Public Shareholders should be aware that, aside from their interests as shareholders, the Sponsor, directors and officers have interests in the Business Combination that are different from, or in addition to, those of Launch Two’s other shareholders generally, including the aggregate amount at risk to the Sponsor of $4,525,000, which is the amount that the Sponsor paid for its Founder Shares and Private Placement Warrants. Launch Two’s directors were aware of and considered these interests, among other matters, in evaluating the Business Combination and in recommending to the Public Shareholders that they approve the Business Combination. Further, the interests of the Sponsor and current officers or directors of Launch Two may be different from or in addition to (and which may conflict with) your interests and they may be incentivized to complete a less favorable business combination rather than liquidating Launch Two. Public Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things, the fact:

•        that if the Business Combination or another business combination is not consummated by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), Launch Two will cease all operations except for the purpose of winding up. In such event, the 5,750,000 Founder Shares held by the Sponsor (or any permitted distributees thereof or transferees, as applicable) will be worthless because the holders thereof entered into an agreement waiving entitlement to participate in any redemption or liquidating distributions with respect to such shares. Neither the Sponsor nor any other person received any compensation in exchange for this agreement to waive redemption and liquidation rights. While the Founder Shares are not the same as the Class A Ordinary Shares, are subject to certain restrictions that are not applicable to the Class A Ordinary Shares, and may become worthless if Launch Two does not complete a business combination by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), the aggregate value of the 5,750,000 Founder Shares owned by the Sponsor is estimated to be approximately $61.64 million, assuming the per share value of the Founder Shares is the same as the $10.72 closing price of the Class A Ordinary Shares on the Nasdaq on June 30, 2026;

•        that if the Business Combination or another business combination is not consummated by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), Launch Two will cease all operations except for the purpose of winding up. In such event, the 4,500,000 Private Placement Warrants held by the Sponsor (or any permitted distributees thereof or transferees, as applicable) will expire worthless. The Sponsor purchased the Private Placement Warrants at an aggregate purchase price of $4,500,000, or $1.00 per unit, in the Private Placement consummated simultaneously with the IPO. While the Private Placement Warrants are not the same as the Public Warrants, are subject to certain restrictions that are not applicable to the Public Warrants, and may become worthless if Launch Two does not complete a business combination by October 9, 2026, the aggregate value of the 4,500,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $1.03 million, assuming the per warrant value of the Private Placement Warrant is the same as the $0.23 closing price of the Public Warrants on Nasdaq on June 30, 2026;

•        that if the Business Combination is consummated, immediately after the Closing, the Sponsor (or, to the extent applicable, distributees of Founder Shares in the aggregate, if the Sponsor, in its discretion, determines to make such a distribution in accordance with the terms of the Sponsor governing documents) and HCG are anticipated to hold an aggregate of 7.0% of the outstanding shares of the Combined Company Common Stock, based on the assumptions set forth in the section of this proxy statement/prospectus entitled “Share Calculations and Ownership Percentages”, which also incorporate relevant assumptions further described in the section of this proxy statement/prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Beneficial Ownership of Securities” and 4,500,000 Private Placement Warrants;

•        that the Sponsor invested an aggregate of $4,525,000 (consisting of $25,000 for the Founder Shares and $4,500,000 for the Private Placement Warrants). At Closing, pursuant to the Sponsor Purchase Agreement, HCG is expected to acquire from the Sponsor, in exchange for certain value-add services and contributions, 2,550,000 Founder Shares and 2,250,000 Private Placement Warrants. Accordingly, following the Business Combination, if consummated, the Sponsor and HCG may experience a positive rate of return on their respective investments in such securities, even if other Launch Two shareholders experience a negative rate of return on their investment. Based on the difference in the effective purchase price per share originally paid by the Sponsor for the Founder Shares and Private Placement Warrants, as compared to the purchase price of $10.00 per Unit sold in the IPO, the Sponsor and HCG may earn a positive rate of return even if the share price of the Combined Company Common Stock after the Closing falls below the price initially paid for the Units in the IPO and the unredeeming unaffiliated Public Shareholders experience a negative rate of return following the Closing of the Business Combination;

•        on August 17, 2026, Launch Two issued the Working Capital Note to the Sponsor, pursuant to which the Sponsor loaned $848,000 to Launch Two on substantially the same terms as the loan obtained by the Sponsor from SRX under a credit agreement with the Sponsor. Of the $848,000 principal amount, $750,000 represents cash proceeds advanced by the Sponsor to Launch Two on August 7, 2026, and the remaining $98,000 consists of amounts retained or applied in connection with the loan, including a $48,000 interest reserve and up to $50,000 for fees and expense reimbursements. The Working Capital Note bears interest at 8% per annum, payable monthly in arrears, and provides for additional default interest of 18% per annum, for a total default rate of 26% per annum, subject to the maximum rate permitted by applicable law. All amounts outstanding under the Working Capital Note become due upon the earliest of (i) the consummation of Launch Two’s initial business combination, (ii) the effective date of Launch Two’s dissolution, October 9, 2026, and (iii) the six-month anniversary of the issuance of the Working Capital Note, subject to extension rights, or an earlier event of default. The Working Capital Note may be prepaid only with the Sponsor’s written consent and is subject to a 10% prepayment premium. Launch Two is also obligated to reimburse the Sponsor for certain costs and expenses relating to the Sponsor’s financing under the Credit Agreement, including specified extension, refinancing, enforcement, reimbursement and indemnification obligations. If the Business Combination or another business combination is not consummated by October 9, 2026 and Launch Two is forced to liquidate, the Working Capital Note and related costs and expenses may not be repaid to the Sponsor, in whole or in part;

•        that if, prior to the Closing, the Sponsor provides additional working capital loans to Launch Two (none of which are outstanding as of the date of the accompanying proxy statement/prospectus), up to $1,500,000 of such Working Capital Loans may be convertible into newly-issued Combined Company Warrants with terms equivalent to existing Private Placement Warrants at the option of the Sponsor, provided, however, that such loans may not be repaid if no business combination is consummated and Launch Two is forced to liquidate;

•        that unless Launch Two consummates an initial business combination, it is possible that Launch Two’s officers, directors and the Sponsor may not receive reimbursement for out-of-pocket expenses incurred by them, to the extent that such expenses exceed the amount of funds available to Launch Two not deposited in the Trust Account held for its Public Shareholders, (provided, however, that, as of the date of this proxy statement/prospectus, Launch Two’s officers and directors have not incurred (nor are any of them expecting to incur) out-of-pocket expenses exceeding such funds available to Launch Two for reimbursement of such expenses);

•        that if the Trust Account is liquidated, including in the event Launch Two is unable to complete a business combination by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), the Sponsor has agreed that it will be liable to Launch Two, if and to the extent any claims by a third party

for services rendered or products sold to Launch Two or a prospective target business with which Launch Two has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement (except for Launch Two’s independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per share due to reductions in the value of the trust assets, net of taxes payable, provided, however, that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under Launch Two’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        that the Sponsor and Launch Two’s officers and directors may benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        that, under the terms of an Administrative Services Agreement entered into at the time of the IPO, the Sponsor is entitled to $12,500 per month for office space, secretarial and administrative support services until the earlier of the completion of Launch Two’s initial business combination or its liquidation;

•        that Launch Two’s directors and officers will be eligible for continued indemnification and continued coverage under directors’ and officers’ liability insurance after the Business Combination closes and pursuant to the terms of the Business Combination Agreement; and

•        that Thomas Hennessy, Launch Two’s existing director, will become a member of the board of directors of the Combined Company after the Business Combination and as such, in the future, will receive any cash or equity compensation that the Combined Company’s Board determines to pay.

In addition to the interests of the Sponsor and Launch Two’s executive officers and directors in the Business Combination, Launch Two shareholders should be aware that the IPO Underwriter may also have financial interests that are different from, or in addition to, the interests of Launch Two shareholders, including the following:

•        that pursuant to the terms of the Underwriting Agreement, the IPO Underwriter may receive deferred underwriting fees in an amount equal to $10,950,000, and such fees are payable only if Launch Two completes an initial business combination; and

•        that pursuant to the terms of the Private Placement Purchase Agreement, the IPO Underwriter purchased 2,575,000 Private Placement Warrants, at an aggregate purchase price of $2,575,000, or $1.00 per unit, in the Private Placement consummated simultaneously with the IPO. While the Private Placement Warrants are not the same as the Public Warrants, are subject to certain restrictions that are not applicable to the Public Warrants, and may become worthless if Launch Two does not complete a business combination by October 9, 2026, the aggregate value of the 2,575,000 Private Placement Warrants held by the IPO Underwriter is estimated to be approximately $0.60 million, assuming the per warrant value of the Private Placement Warrant is the same as the $0.23 closing price of the Public Warrants on Nasdaq on June 30, 2026.

The members of the Launch Two Board were aware of and considered the foregoing interests, among other matters, when they approved the Business Combination and recommended that Launch Two shareholders approve the proposals required to effect the Business Combination. While it is possible that these interests may have influenced the Launch Two Board in making their recommendation that you vote in favor of the approval of the Business Combination, Launch Two did not rely on advice or recommendations by Cantor in its decision-making with respect to the transaction with NuCube and the Launch Two Board determined that the overall benefits expected to be received by Launch Two and its shareholders in the Business Combination outweigh any potential risk created by the conflicts stemming from Cantor’s interests in potential compensation payable to Cantor by each of Launch Two and NuCube, respectively, upon the occurrence of certain events in connection with the proposed Business Combination transaction, including the Closing of the Transaction as described above. In addition, the Launch Two Board determined that potentially disparate interests would be mitigated because (i) some of these interests would have existed with respect to a business combination by Launch Two with any other target business or businesses and (ii) these interests could be adequately disclosed to shareholders in this proxy statement/prospectus, and that shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein.

Q:     Did the Launch Two Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:     Yes. Pursuant to the Current Charter, and as provided in the IPO Prospectus, in the event that Launch Two seeks to complete an initial business combination with a target that is affiliated with the Sponsor, its affiliates or Launch Two’s directors or officers, Launch Two, or a committee of independent directors, is required to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by Launch Two in such an initial business combination is fair to Launch Two from a financial point of view. Launch Two is not required to obtain such an opinion in any other context. As such, an opinion was not required under the Current Charter. However, the Launch Two Board obtained the Fairness Opinion, which provided that, as of that date and based on and subject to the assumptions, limitations, qualifications and other conditions set forth therein, (i) the consideration to be issued or paid pursuant to the Business Combination Agreement is fair, from a financial point of view, to Launch Two and its shareholders, and (ii) NuCube satisfies the 80% Test. The Launch Two Board obtained such fairness opinion to (1) inform itself with respect to all material information reasonably available to it and (2) act with appropriate care in considering the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal (Proposal 1) — Opinion of Houlihan Capital, the Launch Two Board’s Financial Advisor” for additional information.

Q:     What determination was made by the Launch Two Board regarding the fairness and advisability of the transactions?

A:     Prior to Launch Two entering into the Business Combination Agreement, the Launch Two Board convened a meeting to complete its evaluation of the proposed Business Combination and the transactions. In such evaluation, the Launch Two Board considered the matters necessary or appropriate to reach an informed conclusion as to the fairness, advisability and reasonableness of the transactions, including, without limitation, whether the proposed Business Combination is fair to, and in the best interests of, Launch Two shareholders. Having affirmed the foregoing, the Launch Two Board proceeded to approve the Business Combination. As Launch Two is an exempted company under the laws of the Cayman Islands, the Launch Two Board’s review of the transactions was conducted in accordance with Cayman Islands law, based on advice from Cayman legal counsel that directors of a Cayman company have a duty to act in good faith and in the best interests of the company (generally considered to include the interests of the company’s shareholders, as a whole). Accordingly, taking into account the Launch Two Board’s view that the proposed Transactions are in the best interests of the Launch Two shareholders, the Launch Two Board approved the transactions as being fair, advisable and in the best interests of Launch Two. See the section of this proxy statement/prospectus entitled “— The Launch Two Board’s Reasons for Approval of the Business Combination” for additional information.

Q:     Are any of the proposals conditioned on one another?

A:     Yes. Each of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal is conditioned on one another and are referred to collectively herein as the “Required Proposals.” The remaining Proposals, consisting of the Advisory Organizational Documents Proposals and the Adjournment Proposal are not Required Proposals. Unless the Business Combination Proposal is approved, the other Required Proposals will not be presented to the shareholders of Launch Two at the Extraordinary General Meeting, because they are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal and the Advisory Organizational Documents Proposals are not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that if the Required Proposals do not receive the requisite vote for approval, Launch Two will not consummate the Business Combination unless, if permitted by applicable law or Nasdaq requirements, the parties to the Business Combination Agreement waive such condition. If Launch Two does not consummate the Business Combination and fails to complete a business combination by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), Launch Two will be required, in accordance with the Current Charter, to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses) to its Public Shareholders. If Launch Two’s business combination is not consummated by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), then Launch Two’s existence will terminate, and Launch Two will distribute amounts in the Trust Account as provided in the Current Charter.

Q:     When and where will the Extraordinary General Meeting take place?

A:     The Extraordinary General Meeting will be held on [        ], 2026 at [        ] a.m. Eastern Time, in a virtual meeting format at www.cstproxy.com/[        ]. For the purposes of the Current Charter, the Extraordinary General Meeting may also be attended physically, in person at [    ].

Q:     What will happen in the Business Combination?

A:     Prior to the Effective Time of the Merger, Launch Two will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation.

At the Effective Time of the Merger:

•        All of the issued and outstanding capital stock of NuCube as of immediately prior to the Effective Time shall automatically be cancelled and cease to exist, in exchange for the rights of each eligible NuCube Stockholder to receive its pro rata share of the Stockholder Merger Consideration; and

•        All outstanding Company Options to purchase shares of NuCube Common Stock as of immediately prior to the Effective Time shall be assumed by the Combined Company and replaced with Assumed Options, subject to equitable adjustments to the exercise prices and number of shares for which such Assumed Options are exercisable, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with applicable law.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

Q:     Why is Launch Two proposing the Domestication?

A:     The Launch Two Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by its officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Launch Two is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its popularity as the state of incorporation, the Delaware courts have developed a considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to Launch Two’s corporate legal affairs following the Business Combination.

The Domestication will not occur unless the Launch Two shareholders have approved the Domestication Proposal and the Business Combination Proposal and the Business Combination Agreement is in full force and effect prior to the Domestication. The approval of the Domestication Proposal requires a special resolution of Launch Two Class B Shareholders, being the affirmative vote of holders of at least two-thirds of the Class B Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of the Class A Ordinary Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Current Charter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting and, assuming a quorum is present, will have no effect on any of the proposals, except that brokers, banks and other nominees may vote on the Adjournment Proposal.

Q:     What is involved with the Domestication?

A:     The Domestication will require Launch Two to file certain documents in the Cayman Islands and the State of Delaware. At the effective time of the Domestication, Launch Two will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The Current Charter will be replaced by the Interim Charter and, at Closing, by the Proposed Charter, and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q:     How will the Domestication affect my Launch Two Securities?

A:     Pursuant to the Domestication and without further action on the part of Launch Two’s shareholders: (i) each outstanding Class A Ordinary Share of Launch Two will automatically convert into one outstanding share of Class A Common Stock and each outstanding Class B Ordinary Share of Launch Two will automatically convert into one outstanding share of Class B Common Stock, (ii) each outstanding Public Warrant will convert into a warrant to purchase the applicable number of shares of Class A Common Stock, and (iii) each outstanding Private Placement Warrants will convert into a unit consists of one share of Class A Common Stock and one-half of one redeemable warrant, with each whole warrant entitling the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment.

Q:     What changes are being made to Launch Two’s Current Charter in connection with the Domestication?

A:     In connection with the Domestication, Launch Two will be filing the Interim Charter with the Secretary of State of the State of Delaware prior to the Closing, which amends and removes the provisions of the Current Charter that terminate or otherwise become inapplicable because of the Domestication and otherwise provides Launch Two’s shareholders with the same or substantially the same rights as they have under the Current Charter. The Interim Charter will be replaced by the Proposed Charter at Closing.

Q:     What equity stake will current Public Shareholders, the Sponsor, and the NuCube Stockholders hold in the Combined Company immediately after the Closing?

A:     The following table sets out the share ownership of Launch Two on a pro forma basis assuming the No Redemptions scenario, the 50% Redemptions Scenario, and the Maximum Redemptions scenario:

____________

(1)      The number of shares presented assumes that the Launch Two transaction expenses do not exceed $5,000,000 and no founder shares are forfeited.

(2)      Includes 350,000 Class B Ordinary Shares to be transferred to SCA and 150,000 Class B Ordinary Shares to be transferred to SRX upon the Closing.

Q:     How many votes per share is each share of Combined Company Common Stock entitled to pursuant to the Proposed Charter?

A:     Upon the Closing, each holder of record of Common Stock will be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which shareholders are generally entitled to vote.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     In addition to the Required Proposals, there are a number of closing conditions in the Business Combination Agreement, including the approval of the Business Combination by the NuCube Stockholders and satisfaction of the Minimum Cash Condition. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement” and “Summary of the Proxy Statement/Prospectus — Proposals to be Voted on by Launch Two Shareholders.”

Q:     Why is Launch Two providing shareholders with the opportunity to vote on the Business Combination?

A:     Under the Current Charter, Launch Two must provide all holders of its Public Shares with the opportunity to redeem their Public Shares upon the consummation of Launch Two’s initial business combination either through a tender offer or in conjunction with a shareholder vote. For business and other reasons, Launch Two has elected to seek a shareholder vote, which allows its public shareholders to exercise their redemption rights in connection with that vote. Accordingly, Launch Two is asking its shareholders to vote on the Business Combination Proposal at the Extraordinary General Meeting.

Q:     How many votes do I have at the Extraordinary General Meeting?

A:     Launch Two shareholders are entitled to one vote at the Extraordinary General Meeting for each Launch Two Ordinary Share. Holders of Class A Ordinary Shares and Class B Ordinary Shares will vote together as a single class on all Proposals except the Domestication Proposal. As of the close of business on the Record Date, there were 23,000,000 issued and outstanding Class A Ordinary Shares and 5,750,000 issued and outstanding Class B Ordinary Shares.

Q:     What vote is required to approve the Proposals to be presented at the Extraordinary General Meeting?

A:     The approval of each of the Business Combination Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal, the Insider Letter Amendment Proposal and the Adjournment Proposal requires an ordinary resolution under the Current Charter and Cayman Islands law, being a resolution passed by a simple majority of the votes which are cast by those holders of Ordinary Shares who, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. The approval of the Domestication Proposal requires a special resolution of the Launch Two Class B Shareholders under the Current Charter and Cayman Islands law, being a resolution passed by at least two-thirds (2/3) of the votes which are cast by Launch Two Class B Shareholders who, being entitled to do so, vote in person or by proxy at the Extraordinary General Meeting. If the Business Combination Proposal is not approved, the Domestication Proposal, the Charter Proposal, the Advisory Organizational Documents Proposals, the Incentive Plan Proposal, the Nasdaq Proposal, the Director Election Proposal and the Insider Letter Amendment Proposal will not be presented to the Launch Two shareholders for a vote, although the Adjournment Proposal may be presented. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination. The Sponsor has agreed to vote its shares in favor of each of the Proposals.

Q:     What constitutes a quorum at the Extraordinary General Meeting?

A:     A quorum will be present at the Extraordinary General Meeting if one-third of the Ordinary Shares issued and outstanding and entitled to vote at the Extraordinary General Meeting are represented in person online or by proxy at the Extraordinary General Meeting. As of the Record Date, 9,583,334 Ordinary Shares would be required to constitute a quorum.

Q:     May the Sponsor or Launch Two’s directors or officers or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the shareholder vote to approve the proposed Business Combination, the Sponsor, or Launch Two’s directors, officers or their respective affiliates may privately negotiate transactions to purchase shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of Launch Two’s Sponsor or the other members of the Sponsor, directors or officers or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Such a purchase would include a contractual acknowledgment that such a shareholder, although still the record holder of Launch Two’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or any other member of the Sponsor or Launch Two’s directors, officers or their respective affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be transacted at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account. Any such purchases would be conducted in compliance with Rule 14e-5 under the Exchange Act and published SEC interpretive guidance with respect thereto.

Q:     How will the Sponsor vote?

A:     The Sponsor entered into the Insider Letter, pursuant to which it has agreed to vote any Ordinary Shares owned by it in favor of the Business Combination, including each of the Proposals. Accordingly, because of the Insider Letter, it is more likely that the necessary shareholder approval for the Proposals will be received.

Q:     What interests do NuCube’s directors and officers have in the Business Combination?

A:     NuCube’s directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests. These interests include, among other things, the interests listed below:

•        Continuing Officer and Executive Officer Positions:    Certain officers of NuCube are expected to become officers of the Combined Company upon the consummation of the Business Combination. Specifically, the following individuals who are currently officers of NuCube are expected to become officers of the Combined Company upon the consummation of the Business Combination, serving in the offices set forth opposite their names below:

•        Board Service and Compensation:    Additionally, each of Cristian Rabiti, Allen Morgan, Thomas D. Hennessey, Marin Katusa, Tom McGovern, John Schreiber and [•] have been identified as nominees to serve on the Combined Company Board immediately after the consummation of the Business Combination, in connection with which Thomas D. Hennessey, Marin Katusa, Tom McGovern, John Schreiber and [•] may receive compensation for such service, to the extent the Combined Company determines to provide any such compensation to its board and board committee members. See also the section of this proxy statement/prospectus entitled “Interests of Directors and Executive Officers in the Business Combination — Post-Closing Director Compensation.”

•        Treatment of Equity Awards:    As of June 30, 2026, the following NuCube directors and executive officers held the following vested and unvested NuCube Options under the Company Incentive Plan, which will be converted into Assumed Options at Closing:

No directors currently hold any outstanding NuCube Options.

•        Certain officers and directors of NuCube will be entitled to receive a portion of the consideration contemplated by the Business Combination Agreement upon the consummation of the Business Combination. See also the section of this proxy statement/prospectus entitled “Beneficial Ownership of Securities” for a further discussion of the equity interests of NuCube’s directors and officers in the Business Combination.

•        CEO Employment Agreement:    It is a condition to the consummation of the proposed Business Combination pursuant to the terms of the Company, NuCube, entered into the CEO Employment Agreement with NuCube, which agreement will be effective and contingent upon the consummation of the Business Combination. See also the section of this proxy statement/prospectus entitled “Executive Compensation of NuCube” for a further discussion of the CEO Employment Agreement.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of NuCube’s Members, Directors, and Officers” and “Management After the Business Combination — Executive Officers and Directors After the Business Combination” and “Executive and Director Compensation of NuCube — Executive Compensation” and “Interests of Directors and Executive Officers in the Business Combination” and “The Charter Proposal (Proposal 3)” of this proxy statement/prospectus for a further discussion of these interests.

Q:     What happens if I sell my Class A Ordinary Shares before the Extraordinary General Meeting?

A:     The Record Date is earlier than the date of the Extraordinary General Meeting. If you transfer your Class A Ordinary Shares after the Record Date, but before the Extraordinary General Meeting, unless the transferee obtains a proxy from you to vote those shares, you will retain your right to vote at the Extraordinary General Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your Class A Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the Extraordinary General Meeting.

Q:     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination and exercise their redemption rights?

A:     Launch Two shareholders who vote in favor of the Business Combination may nevertheless also exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders. NuCube’s obligation to consummate the Business Combination is subject to, the Minimum Cash Condition, among other things. In addition, with fewer public shares and Public Shareholders, the trading market for the Combined Company’s stock may be less liquid than the market for Ordinary Shares was prior to consummation of the Business Combination and the Combined Company may not be able to meet the listing standards of Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into NuCube’s business will be reduced. As a result, the proceeds will be greater in the event that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata portion of the Trust Account as opposed to the scenario in which Public Shareholders exercise the maximum allowed redemption rights.

Q:     What happens if any of the Required Proposals (consisting of the Business Combination Proposal, the Domestication Proposal, the Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Director Election Proposal) are not approved?

A:     If any of the Required Proposals are not approved, the Business Combination will not be consummated. If Launch Two does not otherwise consummate an alternative business combination by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), pursuant to the Current Charter, Launch Two will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the Public Shareholders (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), unless Launch Two seeks and obtains the consent of its shareholders to amend the Current Charter to extend the date by which it must consummate its initial business combination, in which event Public Shareholders will be entitled to redemption rights in accordance with the Current Charter. If Launch Two’s business combination is not consummated by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), then Launch Two will cease all business except for the purposes of winding up, and Launch Two will redeem all Public Shares and distribute amounts in the Trust Account as provided in the Current Charter.

Q:     Do I have redemption rights in connection with the Business Combination?

A:     Pursuant to the Current Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the Current Charter. As of August 31, 2026, based on funds in the Trust Account of approximately $249.2 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.83 per share. If a holder exercises its redemption rights, then such holder will be exchanging its Class A Ordinary Shares for cash and will only have equity interests in the Combined Company pursuant to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Launch Two’s transfer agent prior to the Extraordinary General Meeting. See the section entitled “The Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to elect to have Launch Two redeem your shares for cash.

Q:     Will my vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you attend or vote your Ordinary Shares at the Extraordinary General Meeting, and regardless of how you vote your shares. As a result, the Business Combination Agreement and the Required Proposals can be approved by shareholders who will elect to have their shares redeemed and who will no longer remain shareholders, leaving shareholders who choose not to elect to have their shares redeemed holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability of the Combined Company to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern Time, on [    ], 2026 (two (2) business days before the date of the Extraordinary General Meeting), tender your shares physically or electronically using The Depository Trust Company’s DWAC system and submit a request in writing, including the legal name, phone number and address of the beneficial owner of the shares for which redemption is requested, that Launch Two redeem your Public Shares for cash to CST, Launch Two’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: SPAC Redemption Team
E-mail: spacredemptions@continentalstock.com

Please also affirmatively certify in your request to CST for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholders with respect to Ordinary Shares. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) will be

restricted from seeking redemption rights, without the prior consent of the Company, with respect to an aggregate of 15% or more of the Public Shares, which we refer to as the “15% threshold.” Accordingly, all Public Shares in excess of the 15% threshold beneficially owned by a Public Shareholder or group will not be redeemed for cash.

Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is Launch Two’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, Launch Two does not have any control over this process, and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Launch Two’s consent, until the consummation of the Business Combination, or such other date and time as determined by the Launch Two Board. If you delivered your shares for redemption to Launch Two’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Launch Two’s transfer agent return the shares (physically or electronically). You may make such request by contacting Launch Two’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

If Launch Two receives valid redemption requests from holders of Public Shares prior to the redemption deadline, Launch Two may, at its sole discretion, following the redemption deadline and until the date of Closing (or such earlier date and time, if any, as Launch Two may determine in its sole discretion), seek and permit withdrawals by one or more of such holders of their redemption requests. Launch Two may select which holders to seek such withdrawals of redemption requests from based on any factors we may deem relevant, and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account. If a holder of Public Shares delivered its Public Shares for redemption to the transfer agent and decides within the required timeframe not to exercise its redemption rights, it may request that the transfer agent return the shares (physically or electronically). The holder can make such request by contacting the transfer agent, at the address or email address listed in this proxy statement/prospectus.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     Holders of Ordinary Shares who exercise their redemption rights to receive cash will be considered for U.S. federal income tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a non-taxable recovery of basis in their investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution was made had been sold. See the section entitled “U.S. Federal Income Tax Considerations for Holders of Public Shares, Launch Two Public Warrants, Combined Company Common Stock, and/or Combined Company Warrants.”

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     What are the U.S. federal income tax consequences of the Merger?

A:     Beneficial owners of Public Shares who do not exercise their redemption rights will not be selling, exchanging, or otherwise transferring their Public Shares in the Merger and will therefore not be subject to any material U.S. federal income tax consequences as a result of the Merger. NuCube and Launch Two intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. If the Merger qualifies as a reorganization, then NuCube, holders of NuCube Common Stock, Launch Two and holders of Launch Two common stock should not recognize gain or loss as a result of the exchange, pursuant to the Merger, of NuCube Common Stock for shares of Combined Company Common Stock and the contingent right to receive Earnout Shares. For a more detailed discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “U.S. Federal Income Tax Considerations for Holders of Public Shares, Launch Two Public Warrants, Combined Company Common Stock, and/or Combined Company Warrants — Tax Considerations of the Merger” and “Material U.S. Federal Income Tax Consequences of the Merger for NuCube, Launch Two and Holders of NuCube Common Stock.”

Q:     What are the U.S. federal income tax consequences of the Domestication?

A:     For a description of the U.S. federal income tax consequences of the Domestication, see the description in the section entitled “U.S. Federal Income Tax Considerations for Holders of Public Shares, Launch Two Public Warrants, Combined Company Common Stock, and/or Combined Company Warrants.”

Q:     If I am a Warrant holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to CST, our transfer agent, with written instructions to separate such Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the stock certificates for the Public Shares back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See the section entitled “How do I exercise my redemption rights?” above. The address of CST is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to CST, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s DWAC system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Q:     Do I have appraisal rights in connection with the proposed Business Combination?

A:     Launch Two shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the Companies Act.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     After completion of the Business Combination, if consummated, the funds held in the Trust Account will be used to pay holders of the Public Shares who properly exercise their redemption rights and, after paying the Redemptions, a portion is expected to be used (i) to pay Launch Two’s Expenses due as of the Closing, (ii) to pay NuCube’s Expenses due as of the Closing and (iii) by the Combined Company for working capital and general corporate purposes.

The table below summarizes the estimated cash position of the Combined Company immediately following the Business Combination under different redemption scenarios, after giving effect to the payment of estimated transaction expenses.

____________

(1)     Reflects the payment of $10,950,000 million of deferred underwriter fees incurred during the Launch Two initial public offering due upon completion of the Business Combination, and an estimated $6,524,500 million of acquisition-related transaction costs. The remaining estimated transaction costs of $2,000,000 million incurred or expected to be incurred by NuCube are assumed to be settled in cash subsequent to the Closing and consists of the success fee to be paid to Fusion

____________

Park LLC (“Fusion Park”). The table does not give effect to any Transaction Financing (including PIPE, forward purchase agreements or other capital raising arrangements), which may be entered into in connection with the Business Combination. If consummated, such financing would increase the Combined Company’s cash at Closing on a dollar-for-dollar basis, prior to payment of transaction expenses.

If the Business Combination is consummated, the funds remaining in the Trust Account after payment of the foregoing and any additional transaction expenses, if any (“Remaining Proceeds”), are expected to be used by the Combined Company for working capital and general corporate purposes.

Despite the receipt of the Remaining Proceeds, the Combined Company may still require other available sources of liquidity to fund its operations, including any funds on hand, any funds generated through business operations and any funds that may be available to the Combined Company through financing or other means, if and to the extent available.

As of the date of this proxy statement/prospectus, NuCube cannot predict with certainty all of the particular uses of the funds held in the Trust Account. The amounts and timing of the Combined Company’s actual expenditures may vary significantly depending on numerous factors, including the amount of Remaining Proceeds realized from the Business Combination, if any, cash flows from operations and the anticipated growth of the Combined Company’s business. The Combined Company’s management will retain broad discretion over the allocation of the proceeds from the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, Launch Two is unable to complete the Business Combination or another business combination transaction by October 9, 2026 (or such other date as may be approved by the Launch Two shareholders), the Current Charter provides that Launch Two will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account (net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as Launch Two shareholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Launch Two’s remaining shareholders and the Launch Two Board, liquidate and dissolve, subject in each case to Launch Two’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to Launch Two.

Launch Two expects that the amount of any distribution its Public Shareholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to Launch Two’s obligations under the Companies Act to provide for claims of creditors and other requirements of applicable law. The Sponsor has waived any right to any liquidation distribution from the Trust Account with respect to Founder Shares.

In the event of liquidation, there will be no liquidating distributions with respect to Launch Two’s outstanding Warrants. Accordingly, the Warrants will expire worthless in the event of liquidation.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (i) as promptly as practicable, but in no event later than the third business day following the satisfaction or waiver of the conditions described below under the section entitled “The Business Combination Proposal (Proposal 1) — Conditions to Closing” or (ii) on such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination Agreement may be terminated by Launch Two and/or NuCube if the Closing has not occurred by October 9, 2026; provided that if Launch Two obtains, prior to the Outside Date, (i) agreements have been entered into for Transaction Financing in the aggregate gross amount of

at least $75 million and (ii) the approval of its shareholders for an extension of the deadline by which Launch Two must complete its initial business combination, then the Outside Date shall automatically be amended to November 9, 2026.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Proposal (Proposal 1).”

Q:     Are there financing transactions being entered into in connection with the Business Combination?

A:     In connection with execution of the Business Combination Agreement, Launch Two and NuCube agreed to use reasonable best efforts during the Interim Period to enter into written agreements for Transaction Financings with aggregate proceeds of at least $100 million (the “Financing Agreements”). To date, Launch Two has not entered into any Financing Agreements. As of the date of this proxy statement/prospectus, no Transaction Financing has been identified, though it remains possible that such transactions may be identified and consummated by NuCube prior to the Closing.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then submit a proxy to vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, submit your voting instructions on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a shareholder of record of Launch Two as of [    ], 2026, the Record Date, you may submit your proxy before the Extraordinary General Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Shareholders who choose to participate in the Extraordinary General Meeting can vote their shares electronically during the meeting via live audio webcast by visiting www.cstproxy.com/[    ]. You will need the control number that is printed on your proxy card to enter the Extraordinary General Meeting. Launch Two recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the Extraordinary General Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Extraordinary General Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the Extraordinary General Meeting?

A:     If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is approved by Launch Two’s shareholders and consummated, you will become a shareholder of the Combined Company. If you fail to take any action with respect to the Extraordinary General Meeting and the Business Combination is not approved, you will remain a shareholder of Launch Two. However, if you fail to vote at the Extraordinary General Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the vote on the Business Combination, provided you follow the instructions in this proxy statement/prospectus to redeem your shares.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by Launch Two without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each proposal presented to the shareholders. The proxy holders may use their discretion to vote on any other matter which properly comes before the Extraordinary General Meeting.

Q:     If I am not going to attend the Extraordinary General Meeting virtually or in person, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the Extraordinary General Meeting, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or other nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or other nominee. Each of the Proposals is non-discretionary. Launch Two believes that each of the Proposals presented to the shareholders (other than the Adjournment Proposal) will be considered non-routine and therefore your broker, bank or other nominee will be unable to vote your shares without your instruction on any of such Proposals presented at the Extraordinary General Meeting. Your bank, broker or other nominee will therefore be able to vote your shares only if you provide it with instructions on how to vote. You should instruct your broker, bank or other nominee to vote your shares in accordance with the instructions you provide. However, Launch Two expects that the Adjournment Proposal will be treated as a routine proposal. Accordingly, your broker, bank or other nominee may vote your shares with respect to the Adjournment Proposal without receiving voting instructions.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. If you are a holder of record of Ordinary Shares as of the close of business on the Record Date, and submit a proxy by mail or otherwise, you can change your vote or revoke your proxy before it is voted at the Extraordinary General Meeting by sending a later-dated, signed proxy card to Launch Two’s secretary at the address listed below so that it is received by Launch Two’s secretary prior to the Extraordinary General Meeting or attend the Extraordinary General Meeting in person online and vote (although attending the Extraordinary General Meeting will not, by itself, revoke a proxy). You also may revoke your proxy by sending a notice of revocation to Launch Two’s secretary, which must be received by Launch Two’s secretary prior to the Extraordinary General Meeting. If you are a beneficial owner of Ordinary Shares as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     Launch Two will pay the cost of soliciting proxies for the Extraordinary General Meeting. Launch Two has engaged Advantage Proxy, Inc. (“Advantage Proxy”) to assist in the solicitation of proxies for the Extraordinary General Meeting. Launch Two has agreed to pay Advantage Proxy a fee of $12,500, plus disbursements of its expenses in connection with the services relating to the Extraordinary General Meeting. Launch Two will reimburse Advantage Proxy for reasonable out-of-pocket expenses and will indemnify Advantage Proxy and its affiliates against certain claims, liabilities, losses, damages and expenses. Launch Two will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of the Ordinary Shares and in obtaining voting instructions from those owners. Launch Two’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the internet or in person online. They will not be paid any additional amounts for soliciting proxies.

RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement/prospectus.

The value of your investment following consummation of the Business Combination will be subject to significant risks affecting, among other things, the Combined Company’s business, financial condition or results of operations. You should carefully consider the risks described below and the other information included in this proxy statement/prospectus before you decide how you want to vote on the merger proposal. If any of the events described below occur, the Combined Company’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Combined Company’s securities and you therefore may lose all or part of your investment. In assessing these risks, you should also refer to the other information included in this proxy statement/prospectus, including the consolidated financial statements of Launch Two and NuCube and the accompanying notes. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Launch Two and NuCube. This section includes the material factors that make an investment in this transaction speculative or risky. You should carefully consider these risks, together with all of the other information contained in this proxy statement/prospectus, before deciding whether to vote for the proposals presented herein and/or whether to exercise your redemption rights. The business, financial condition or results of operations of each of Launch Two and NuCube could be affected materially and adversely by any of the risks discussed below. Any reference in this “Risk Factors” section to the “surviving entity” will mean the Combined Company.

Risks Related to NuCube’s Business and Operations

We are a pre-revenue company in an emerging market with an unproven business model, new and unproven technologies, and a short operating history.

We only have a limited operating history upon which to base an evaluation of our current and future business prospects. We were founded in April 2023 and are currently in the process of developing our nuclear microreactors as more fully described in the “Information About NuCube” section of this proxy statement/prospectus. We anticipate that it will take several years for us to commence generating meaningful revenues. Moreover, we will be required to make significant expenditures over the near and long term just to achieve meaningful revenues.

We estimate that the development, construction, testing and licensing of our first microreactors may extend through 2029 or later. Our expectation regarding timing is subject to significant uncertainty, including funding availability, regulatory approvals, engineering challenges, supply chain constraints, and other factors outside our control. There can be no assurance that we will achieve authorization, construction, or deployment within this timeframe, or at all.

We have incurred losses and have not generated any significant revenue since our inception. We anticipate that we will continue to incur losses, and expect that we will not generate significant revenue for the foreseeable future, and at least until our reactors become commercially viable, which may never occur.

We have incurred operating losses since our inception, including net losses of $63,547,530 for the six months ended June 30, 2026 and $1,442,391 for the year ended December 31, 2025. As of June 30, 2026 and December 31, 2025, we had cash of $6,324,448 and $12,150,396, respectively and stockholders’ equity (deficit) of $12,893,037 and $(1,192,194), respectively; and for the six months ended June 30, 2026 and the year ended December 31, 2025, negative cash flows from operations of $2,390,995 and $1,716,409, respectively. Since inception, we have incurred and expect to continue to incur net losses and negative operating cash flow. We are still in our early stages of development and expect to continue to incur significant expenses, operating losses, and negative operating cash flows for the foreseeable future due to increases in expenses from historical levels related to additional costs and expenses related to the development of our microreactors. To date, we have not generated any significant revenue. We do not expect to generate any significant revenue unless and until we are able to commercialize our reactors and/or other lines of business. Moreover, we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors that may adversely affect our business. The magnitude of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate and grow revenue. Our continued solvency is dependent upon our ability to obtain additional working capital to complete our microreactor development, to successfully market

our microreactors and to achieve commerciality for our microreactors. Our prior losses and expected future losses have had and may continue to have adverse effects on our stockholders’ equity (deficit) and working capital and may lead to the failure of our business.

The market for our products and services is still in the early stages of growth and may not continue to grow, may grow more slowly than we expect, or may fail to grow to the size we anticipate, our business, financial condition, operating results and future prospects may be adversely affected.

Our success depends substantially on the willingness of customers to widely adopt and continue to use our products and services and to pay associated prices for our products and services sufficient to meet our revenue and margin targets in terms of percentage and gross receipts. To be successful, we will have to educate customers about our products and services through significant investment and provide quality products that are cost competitive and superior to the products provided by our competitors. It is difficult to predict the future growth rates, if any, and size of our market. We cannot assure you that our market will develop or that our products and services will be widely adopted. If our market does not develop, develops more slowly than expected, or becomes saturated with competitors, or if our products and services do not achieve market acceptance, our business, financial condition, operating results and future prospects could be adversely affected.

We have not yet delivered our NuSun microreactors and may not attract customers to our microreactor technology as quickly as we expect, or at all, and acquiring customers may be more expensive than we currently anticipate.

The success of our business will depend in large part on our ability to successfully deliver our NuSun microreactors to customers on time and on budget at anticipated performance levels. There is no guarantee that our planned deployments of our NuSun microreactors will be successful, on schedule, or on budget. We are in the design phase of the NuSun microreactor, and as a result our cost and schedule estimates are subject to significant uncertainty and change. Our current cost model and estimates are subject to significant assumptions and may prove inaccurate, which could result in material cost growth, schedule extensions, or scope changes that adversely affect project economics, final investment decisions and customer commitments.

Moreover, because the NuSun microreactor will be considered a first-of-a-kind technology, there can be no assurance that we will not experience operational or process failures and other problems during our first commercial deployment or any planned deployment thereafter. The nuclear industry has historically experienced significant cost overruns, schedule delays and cancellations on first-of-a-kind and follow-on projects, which have, in many cases, rendered projects uneconomical; similar dynamics could affect our projects notwithstanding our planning, risk management and contracting strategies. In the event that we fail to develop and successfully commercialize our technology, if we fail to develop such first-of-a-kind technologies before our competitors or if such technologies fail to perform as expected, are inferior to those of our competitors or are perceived as less safe than those of our competitors, our business and financial condition could be materially and adversely impacted. Any failures, delays or setbacks, particularly on our first commercial deployments, would likely harm our reputation and have a material adverse effect on our business prospects, financial condition, results of operation and cash flows.

Additionally, adoption of the NuSun microreactor among our potential customers may progress more slowly than we anticipate or it may be more expensive to bring potential customers into our pipeline. Any delay or failure to attract potential customers to our reactors or microreactor technology may have a material and adverse impact on our business and financial condition.

Our inability to demonstrate our planned TPV energy conversion efficiency improvements or realize reduced manufacturing costs could have a material adverse effect on the commercial viability of our NuSun microreactor.

We differentiate our NuSun microreactors from other small modular reactors and microreactors based on our solid-state TPV energy conversion technology. Our business plan and illustrative unit economics are based in part on assumptions regarding anticipated improvements in TPV energy conversion efficiency and reductions in TPV manufacturing costs as the technology matures and production volumes increase. TPV technology has no commercial operating history in nuclear applications, and there can be no assurance that we or our suppliers will achieve anticipated improvements in efficiency, reliability, durability, manufacturing yields, or operating life.

In addition, our anticipated cost structure assumes that TPV manufacturing costs will decline as production volumes increase and manufacturing processes improve. There can be no assurance that such cost reductions will occur within anticipated timeframes or at all. In addition, cost reductions may be offset by competition from other industries that use TPV feedstock or semi-finished TPV products for non-energy conversion purposes. If actual TPV performance falls short of expectations or if manufacturing costs remain higher than anticipated, our microreactors may be less cost competitive than currently expected. Any failure to achieve anticipated TPV performance or cost targets could materially and adversely affect the competitiveness, commercialization, and future prospects of our NuSun microreactor and our business.

We may not generate sufficient revenues or liquidity to operate our business, and a successful transition to attaining profitable operations depends upon achieving a level of revenue adequate to support us.

We expect that working capital requirements will need to continue to be funded through a combination of cash on hand, issuances of securities, and other capital raises. In addition, we will need to generate increased revenues sufficient to meet long-term operating requirements.

Our revenue growth may be adversely affected by factors including: our inability to maintain, grow and develop our products; weakness in the industry generally; general economic conditions, including as a result of tariffs, high interest rates and inflation; terrorism, sanctions or other geopolitical events globally; global pandemics and other public health emergencies; increasing competition; and the other risks described in this “Risk Factors” section.

Our future capital requirements will depend on many factors, including the ability to meet (or continue to meet, as the case may be) the listing requirements of Nasdaq or any other exchange, future credit losses, the ability to obtain the necessary financing to meet obligations and repay liabilities arising from business operations when they come due, the ability to generate and maintain sufficient cash, and the ability to generate profitable operations in the future. There can be no assurance that our liquidity will be sufficient to achieve our long-term objectives, grow and develop our products, operate our business, or comply with the terms of our indebtedness.

If we are not able to generate sufficient revenues or liquidity to operate our business, and to support our long-term business plan, it would materially and adversely affect our business, financial condition, operating results, and future prospects.

Our cost estimates are highly sensitive to broader economic factors, and our ability to control or manage our costs may be limited.

Capital and operating costs for the deployment of a first-of-a-kind microreactor are based on our expert judgment but are difficult to project, inherently variable and are subject to significant change based on a variety of factors, including site specific factors, customer off-take requirements, regulatory oversight, operating agreements, supply chain availability, inflation and other factors. Opportunities for cost reductions with subsequent deployments are similarly uncertain. To the extent cost reductions are not achieved within the expected timeframe or magnitude, our microreactor may not be cost competitive with alternative technologies, which could materially and adversely affect our expected revenues, gross margins and financial performance.

We are highly dependent on our partnership with ISU for the successful and timely installation of the first NuSun microreactor.

Our partnership with ISU for authorization and deployment of the first NuSun microreactor pursuant to the DOE Launchpad USA Program is subject to ISU’s and DOE’s ongoing support and approval. As such, we are reliant on ISU’s continued partnership to develop and finalize the project selected for the Launchpad USA Program.

Our strategic plan contemplates the ISU project serving as a cornerstone reference facility to validate our technology and execution capabilities. There is no guarantee that this project will proceed as planned, on schedule or on budget. As a first-of-a-kind facility, the ISU facility is subject to significant uncertainties, including permitting and regulatory approvals, engineering and design changes, supply chain constraints, contractor performance, labor availability, site access and infrastructure, safety or environmental incidents, community opposition, financing availability, force majeure and other factors beyond our control. We also depend on ISU and other counterparties

to perform their obligations; we do not control their decisions, priorities or operations. If ISU were to terminate our agreement and no other potential near-term customer enters into similar agreements with us, our initial deployment of the NuSun microreactor and ongoing services associated with such deployment could be significantly delayed. This could adversely affect our business, financial condition, results of operations and cash flows.

Any slowdown, suspension or termination of work on the ISU facility due to technical challenges, regulatory or legal proceedings, funding constraints, counterparty defaults or termination or other disruptions could materially and adversely affect our ability to commercialize our technology, limit revenue generation, increase cash burn, require additional capital on unfavorable terms, and reduce investor confidence. Such events, particularly because of the project’s prominence and first-of-a-kind nature, could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows, and could result in significant volatility in, or a decline of, our stock price.

Although our microreactors are capable of operating on LEU+-based fuel to maximize economic potential opportunity, they are expected to rely on HALEU-based fuels that are not currently available at scale. Access to a domestic supply of HALEU-based fuel requires regulatory approval and may require additional third-party development and investment and/or significant government assistance.

Existing commercial nuclear infrastructure, including enrichment facilities and fuel fabrication facilities, in most cases were designed and are currently licensed to produce uranium in pellet and rod form, with enrichment of the isotope Uranium 235 up to 5%. Our microreactors are expected to rely on HALEU-based fuels that are not currently available at scale domestically.

Supplying fresh HALEU, as defined below, to our microreactors could require continued modifications to, and NRC licensing of, existing commercial uranium enrichment, HALEU deconversion, and fuel fabrication facilities, none of which are currently owned or operated by us nor are operating in the U.S. Currently, HALEU for our commercial microreactors is available only in limited quantities globally (e.g., from Russia). In the U.S., HALEU can be sourced in small amounts from the DOE, and a small but growing supply is being produced domestically and made available at high prices by Centrus Energy Corp. (“Centrus”).

The availability and cost of HALEU may be influenced by the market conditions for the supply of enriched uranium which is affected by numerous factors beyond our control, including the demand for nuclear power, political and economic conditions in uranium producing and consuming countries, uranium production levels and costs of production. Supply restrictions and major cost increases in the international market for natural uranium, uranium conversion services, and/or uranium enrichment services, could have a material adverse effect on our business, financial condition, and results of operations.

Despite U.S. government initiatives, DOE’s domestic HALEU Availability Program is still in its early stages, and significant progress is required to achieve reliable and scalable production. Potential release by the U.S. government of highly enriched uranium that could be down-blended to HALEU for commercial use would provide only limited relief because the process of downblending HEU into HALEU is currently limited to a few licensed third parties in the U.S., and these entities do not yet produce commercial-scale HALEU. Additionally, these third parties may require regulatory approvals, infrastructure modifications, and process changes to scale up their operations. Further, some industry participants may be slow to implement required infrastructure upgrades or to obtain NRC licenses or other regulatory approvals needed to enable the enrichment and fabrication of HALEU. These challenges could impair our ability to secure adequate HALEU supplies on a predictable schedule and at an acceptable cost.

There is limited precedent for independent developer construction and operation and behind-the-meter or off-grid business models relating to deployment of nuclear power plants.

The deployment of nuclear power plants by independent developers, as well as the utilization of behind-the-meter or off-grid business models, is relatively novel in the energy industry. In some states, behind-the-meter off-grid energy for generators of our NuSun platform size is significantly regulated, if not prohibited. As a result, our business faces certain risks and challenges due to the novelty of our business model. The absence of prior experiences may introduce uncertainties that could impact our business projections and subsequent performance. Additionally, the novelty of this business approach, or the perception thereof, might lead to higher perceived risks and, consequently, less favorable financing terms, commercial terms, or higher uncertainty in risk assessments, which may increase the potential for cost overruns and deployment delays.

The unfamiliarity of independent developer nuclear power plants and alternative business models could affect market acceptance. Potential customers and stakeholders may hesitate to adopt our approach, which could slow market penetration and revenue growth.

Some of our microreactors may rely on interconnections to distribution and transmission facilities owned and operated by third parties, meaning that those specific deployments are exposed to interconnection and transmission facility development and curtailment risks. Such curtailment risks could impede delivery of our electricity, have a material adverse effect on our revenue and operational performance, occur without compensation, and reduce our ability to fully capitalize on the potential of certain deployments.

Insurers may perceive higher risks associated with limited precedent projects, potentially leading to increased insurance premiums or difficulties in obtaining adequate coverage.

There is limited commercial operating experience for our planned microreactors and facilities, configuration, and scale, which may result in greater than expected construction cost, deployment timelines, maintenance requirements, differing power output and greater operating expense.

While our microreactor designs will be actively managed through design reviews, prototyping, testing, involvement of external partners with subject matter expertise, and application of approaches utilized in the operation of our NuSun microreactor, we could still fail to identify latent design, manufacturing, construction, and operations issues early enough to avoid negative effects on production, fabrication, construction or ultimate performance of the NuSun microreactor and related technologies, or we may encounter unexpected regulatory issues. Where these issues arise at later stages of deployment, deployment could be subject to greater costs or be significantly delayed, which could materially and adversely affect our business. Although nearly all of the cost to construct the NuSun microreactor is borne by our customers, such costs incurred by our customers could significantly exceed their and our expectations, including for reasons outside of their and our control, which could make existing or prospective customers less likely to contract with us and use our microreactor design in the future, which could have a material adverse effect on our business, results of operations and financial prospects.

Unsatisfactory safety performance or security incidents at our customers’ facilities — or any nuclear energy facility around the world — could have a material adverse effect on our business, financial condition and results of operations.

We design and will manufacture highly sophisticated microreactors that depend on complex technology. Any actual or perceived safety issues may result in significant reputational harm to our businesses, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues with our microreactors, facilities, or customer safety could result in delaying or cancelling delivery of microreactors to our customers, increased regulation or other systemic consequences. Our inability to meet our safety standards or address adverse publicity affecting our reputation as a result of accidents, mechanical failures, damages to customer property or medical complications could have a material adverse effect on our business, financial condition and results of operation.

In the nuclear industry, in particular, an accident or incident involving the mishandling of nuclear materials at any nuclear facility in the world can have an impact on other nuclear facilities around the world in terms of public acceptance, political pressures, and regulatory requirements and scrutiny. For example, the March 2011 accident at the Fukushima Daiichi plant in Japan resulted in millions of dollars in additional regulatory reviews and requirements for U.S. nuclear power plants. If a safety incident occurs at any nuclear facility in the world, it could delay licensing and/or drive up costs to license or own our microreactors and negatively impact our business or financial condition.

We rely on a limited number of suppliers for certain materials and supplied components, some of which are highly specialized. We and our third-party vendors may not be able to obtain sufficient materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs.

We rely on a limited number of suppliers for certain raw materials and supplied components. We may not be able to obtain sufficient raw materials or supplied components to meet our manufacturing and operating needs, or obtain such materials on favorable terms or at expected costs, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production.

Initially, we do not intend to directly manufacture any of the components of our microreactors. Our ability to manufacture our microreactors is dependent upon sufficient availability of raw materials and supplied components, including many highly technical components that are still under design, are being designed for first-of-a-kind or sole use in the NuSun microreactor and have not yet been qualified for use, are only produced by a limited number of suppliers and may be particularly susceptible to cost increases, supply chain disruptions or inflationary pressures. Certain components, including TPV energy conversion components used in our NuSun microreactor design, may also face increased demand from other industries and applications. Any unanticipated increase in competition for the supply of TPV components could reduce availability, increase costs, extend lead times, or otherwise impair our ability to obtain such components on commercially reasonable terms. Any supply chain disruption incurred by our third party suppliers or degradation in the quality and processes of our manufacturer partners, may result in delays, cost overruns or impairments to the development of our reactors.

We are dependent on our ability to negotiate and execute commercially favorable contracts with our key supplier partners and the suppliers’ ability to scale their production output to meet the requirements of our forecast. If we cannot negotiate and execute commercially favorable contracts, or our supplier partners cannot increase their production capacity to meet the demand, it could result in delays in our ability to manufacture our reactors at the rates required.

We must complete nuclear grade material qualifications and obtain regulatory approvals for the use of various materials in our reactor designs. This could include long lead time testing and analyses, which may require redesign or use of alternative suppliers if testing results are unsatisfactory. Further, certain key nuclear grade materials and components, such as graphite, are only produced in limited quantity and predominantly outside of the U.S. Cultivating expanded foreign or domestic U.S. supply chain manufacturing capacity for key materials and components depends on cooperation from government and supply chain partners and may not be achieved within anticipated timelines or cost assumptions, which could result in shortages and delays.

Some equipment, components, and materials used in a nuclear power plant are subject to a heightened level of manufacturing and quality assurance scrutiny, in compliance with NRC regulations, applicable codes and nuclear industry standards. Moreover, it is critical to demonstrate in facility design and development that the materials used in the reactor facility, which will be exposed to radioactive materials, perform in accordance with necessary design parameters. The heightened manufacturing and quality assurance requirements and regulatory oversight limit the number of potential suppliers from whom we can procure certain types of equipment, components, and materials used in our reactors, as well as the types of facilities where we can test certain materials. We compete with other advanced nuclear developers for the limited supply of nuclear grade equipment, components, and materials, which creates the risk of increased costs and delivery times of such nuclear grade equipment, components, and materials. In addition, the cost of nuclear grade equipment is typically higher than non-nuclear grade equipment due to the heightened level of manufacturing and quality assurance scrutiny. Because of the effects of heighted competition and level of manufacturing and quality assurance scrutiny, we may not be able to obtain sufficient materials or components to meet our manufacturing and operating needs, or obtain such materials on favorable terms, which could impair our ability to fulfill our orders in a timely manner or increase our costs of production. Additionally, we cannot guarantee the level of quality of these third-party supplies. Any supply chain disruptions incurred by our third-party suppliers or degradation in the quality and processes of our manufacturing partners may result in delays, cost overruns or impairments.

Operating a nuclear power plant in a non-traditional environment whether due to unusual siting or in an industrial application presents additional risks and costs compared to conventional electric power and heat applications.

We focused on a technology with inherent safety characteristics and have designed microreactors such that we anticipate being able to serve customers in unusual environments, which we believe is a key gap in current U.S. energy infrastructure. For example, these unusual environments may include areas that are far away from typical urban infrastructure or resources, experience permafrost or higher seismic activity, or are in closer proximity to population centers. Additionally, remote environments are often in harsh climates and can be difficult to transport and travel to when required during operations. As such, deployments in unusual environments could bear additional risks and costs that may exceed our business projections or have surprising or unpredicted impacts on costs and schedules for deployment, operation and/or maintenance of our microreactors, including costs associated with the licensing process, configuration control of the plant, minimum operating staff, training, security infrastructure, radiation protection, government reporting, and nuclear insurance, all of which may be cost prohibitive or reduce the competitiveness of technology.

If we fail to manage our growth effectively, we may be unable to execute our business plan, and our business, results of operations, and financial condition could be harmed.

In order to achieve future revenue growth, we must finalize our reactor design, receive regulatory approvals, and continue to develop and market new products and services to traditional and non-traditional end-users. We intend to expand our operations as we develop and deploy our products and services in the future, and will need to hire and retain additional personnel, upgrade our existing operational, management and financial controls, compliance programs and reporting systems, and improve our business processes and controls. Our future expansion will include:

•        hiring and training new personnel;

•        completing the designs, licensing, construction, and commissioning of our NuSun microreactor;

•        finalizing our reactor design and developing new technologies and services (e.g., training, maintenance, procurement);

•        optimizing applications of our reactors to serve both traditional utility and electric power customers and a broad base of non-traditional industrial customers interested in utilizing the efficient high-temperature heat produced by our design;

•        controlling expenses and investments in anticipation of expanded operations and rising costs;

•        upgrading the existing operational, management and financial controls, compliance programs and reporting systems and team to comply with requirements as a public company; and

•        implementing and enhancing administrative infrastructure, systems and processes.

We may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on our business, reputation and financial results.

If our operations continue to grow as planned, of which there can be no assurance, we will need to expand our sales and marketing, research and development, customer and commercial strategy, products and services, supply, and manufacturing functions. These efforts will require us to invest significant financial and other resources, including in industries and sales channels in which we have limited experience to date. We will also need to develop and implement our manufacturing and operational systems and processes, and there is no guarantee that we will be able to scale the business as currently planned or within the planned timeframe. The continued expansion of our business will require manufacturing and operational facilities, as well as space for administrative support, and there is no guarantee that we will be able to find suitable locations for such facilities.

Our growth will increase the strain on our human and capital resources, and we could experience operating difficulties, including difficulties in hiring and training employees, finding manufacturing capacity to produce our microreactors and related equipment, delays in production, challenges in scaling-up fuel and component fabrication capacity and difficulty sourcing adequate raw material for our reactors. These difficulties may divert the attention of management and key employees and impact financial and operational results. If we are unable to drive commensurate growth, these costs, which include headcount and capital assets, could result in decreased margins, which could have a material adverse effect on our business, financial condition and results of operations.

We and our third-party providers are subject to information technology and cyber security risks which could result in material adverse effects to our business, financial condition, operating results and future prospects, including damage to our reputation, material financial penalties, and legal liability.

We are increasingly dependent upon information technology systems, infrastructure and data to operate our business (collectively “IT Systems”). We own and manage some of these IT Systems but also rely on third parties for a range of IT Systems and related products and services. In the ordinary course of business, we collect, store and transmit confidential information (including but not limited to intellectual property, proprietary business information and personal information) through our IT Systems. It is critical that we do so in a secure manner to maintain the

confidentiality and integrity of such confidential information. We also have outsourced elements of our operations to third parties, and as a result we manage a number of third-party contractors who have access to our confidential information.

The IT Systems and those of our contractors and consultants face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of our IT Systems and confidential information, including breakdown or other damage or disruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, contractors, consultants, business partners, and/or other third parties, or from cyberattacks by malicious third parties (including the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability and threaten the confidentiality, integrity and availability of information).

Cyberattacks are expected to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools, including AI, that circumvent security controls, evade detection and remove forensic evidence. As a result, we may be unable to detect, investigate, remediate or recover from future attacks or incidents, or to avoid a material adverse impact to our IT Systems, confidential information or business. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our IT Systems and confidential information. Furthermore, given the nature of complex systems, software and services like ours, and the scanning tools that we deploy across our networks and products, we regularly identify and track security including potential risk level and severity. We may be unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that patches will be applied before vulnerabilities are exploited by a threat actor.

While we have not experienced any material cyberattacks or other incidents to date, we cannot assure you that such incidents will not occur in the future, which could have a material adverse effect on our reputation, business, financial condition and results of operations. For example, we maintain databases comprised of our NuSun microreactor nuclear design technical engineering information and operations information, which have been and will continue to be used to design the NuSun microreactor and will be utilized in “digital twin” construction and operations environments to allow for highly efficient construction and operations of these designs. If this database were to be lost or compromised, our ability to efficiently deploy and operate our reactors could be significantly impaired.

Furthermore, any adverse impact to the availability, integrity, or confidentiality of our IT Systems or confidential information could result in financial, legal, business, and reputational harm to us. For example, any such event that leads to unauthorized access, use, or disclosure of confidential information, including personal information related to our employees, could harm our reputation directly, compel us to comply with federal and/or state breach notification laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational damages that could potentially have an adverse effect on our business. Finally, we cannot guarantee that any costs and liabilities incurred in relation to an attack or incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

We depend on key executives, management, and other highly skilled personnel to execute our business plan and conduct our operations. A departure of key personnel could have a material adverse effect on our business.

Our success depends, in significant part, on the continued services of our senior management team and on our ability to attract, motivate, develop, and retain a sufficient number of other highly skilled personnel, including engineering, science, manufacturing and quality assurance, regulatory affairs, finance, marketing and sales personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and have a material adverse effect on our business and financial condition if we are unable to successfully attract and retain qualified and highly skilled replacement personnel.

Our business plan requires us to attract and retain qualified personnel including personnel with highly technical expertise. Were we not to be able to successfully recruit and retain experienced and qualified personnel, it could have a material adverse effect on our business.

Our future success depends in part on our ability to contract with, hire, integrate, and retain highly competent nuclear reactor and fuels focused engineers and scientists, and other qualified personnel. Competition for the limited number of these skilled professionals is intense. If we are unable to adequately anticipate our needs for certain key competencies and implement human resource solutions to recruit or improve these competencies, our business, results of operations and financial condition would suffer. If we are unable to recruit and retain highly skilled personnel, especially personnel with sufficient technical expertise to develop our reactors and fuel, we may experience delays, increased costs and reputational harm.

Some of our management team have limited experience in operating a public company.

Some of our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage its transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to our management and growth. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies in the U.S. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company in the U.S. may require costs greater than expected. We will be required to expand our employee base and hire additional employees to support its operations as a public company, which will increase our operating costs in future periods.

Our compensatory arrangements are complex and NuCube, its executive officers, and management team, may each be exposed to liabilities if it is determined that NuCube’s compensation arrangements or loans do not comply with, or are not exempt from, Section 409A (“Section 409A”) of the Code or if we are determined not to have complied with withholding or other tax obligations related to our present or historical compensation arrangements and practices.

Section 409A of the Code sets forth the rules governing non-qualified deferred compensation arrangements. Section 409A contains many technical, complicated and ambiguous rules and regulations, including proposed but not yet finalized regulations that do not currently have the force of law, all of which make compliance with Section 409A difficult to assess and to ensure. While we believe we have structured our compensation arrangements (including our equity incentive awards) so that they either comply with, or are exempt from, Section 409A, it is possible that some of these compensation arrangements will be later determined to be not exempt or non-compliant. If it is determined that any of our compensation arrangements are not compliant with, or not exempt from, Section 409A or other applicable regulations, we may be subject to significant liabilities and costs, including penalties for failing to properly report deferred compensation arrangements under Section 409A and to withhold taxes payable by our service providers, including our employees, and we may be required to pay to the applicable governmental authorities the amount of taxes we should have withheld and related interest and penalties. In addition, our service providers, including our employees, that participate in such arrangements may experience significant adverse tax consequences under Section 409A, including a 20% federal penalty tax imposed on the amount of compensation involved (plus, as applicable, similar excise taxes under state law or foreign law). These liabilities may be significant, and the imposition of such liabilities may materially affect our employee relations. In addition, in the event any such liabilities were imposed on our service providers, including our employees, we could decide to take remedial action, including making cash payments to adversely affected service providers, including our employees.

Similarly, aspects of our compensatory arrangements with executive officers/members of our management team are complex and involve payments to non-U.S. entities. Some of these arrangements have only recently been established, and our analyses of associated tax, withholding, reporting obligations, as well as our efforts to establish internal practices and protocols sufficient to satisfy relevant obligations, are still ongoing. While we have structured our arrangements with the intention of complying, and facilitating compliance by relevant individuals, with applicable tax, withholding and reporting obligations in relevant jurisdictions, additional facts and requirements may emerge that may require us to, among other things, revise the structure of our arrangements going forward and/or engage additional

resources to help us analyze, verify and satisfy relevant requirements, pay applicable governmental authorities the amount of taxes that should have been withheld in respect of such arrangements (together, potentially, with related interest and penalties) or take or refrain from taking other actions relative to our past, present or historical compensatory arrangements. If it is determined that any of our compensatory arrangements are not compliant with relevant tax, withholding or other requirements in any applicable jurisdiction, we, and the relevant individuals participating in such arrangements, may be exposed to liability, be required to make additional payments (including, potentially, related interest and penalties) or take (or refrain from taking) other related actions and we may incur additional expenses in connection with any or all of the foregoing. Any amounts so paid by us could materially and adversely affect our results of operations, financial condition, business and prospects.

We may experience a disproportionately larger impact from inflation and rising costs.

Inflation has resulted in, and may continue to result in, higher interest rates and capital costs, higher shipping costs, higher material costs (including fuel costs), supply shortages, increased costs of labor, and other similar effects. Although the impact of material cost, labor, or other inflationary or economically driven factors will impact the entire nuclear and energy transition industry (including renewable sources of electricity, like solar and wind), the relative impact will not be the same across the industry, and the particular effects within the industry will depend on a number of factors, including material use, technology, design, structure of supply agreements, project management, and others. Such inflation could significantly affect the competitiveness of our technology and our ability to construct and operate our microreactors, and the ability of our suppliers to construct and operate their fuel fabrication facilities, which could have a material adverse effect on our business, results of operations, and financial condition.

Uncertain global macroeconomic and political conditions could materially adversely affect our business prospects, results of operations, financial condition, and cash flows.

Our results of operations could be materially affected by economic and political conditions in the U.S. and internationally, including inflation, deflation, fluctuations in interest rates, fluctuations in exchange rates, availability of capital, energy and commodity prices, trade laws, and the effects of governmental initiatives to manage economic conditions.

Potential customers may delay or decrease spending on our microreactors and related services as their business and budgets are impacted by economic conditions. The inability of potential customers to pay us for power produced by our microreactors and related services may adversely affect our earnings and cash flows.

Disruptions such as military conflicts, sanctions, and other countermeasures between nations, as well as any escalation in tension between nations, may result in delays in equipment deliveries and cost escalations that could adversely affect our business, results of operations, and financial condition.

The ongoing military conflict in Ukraine has escalated tensions between the U.S., and its North Atlantic Treaty Organization (“NATO”) allies on one hand, and Russia on the other. The U.S. and other NATO member states, as well as some non-member states, have imposed sanctions against Russia and certain Russian banks, enterprises, and individuals. Now that there are sanctions on Russian companies supplying HALEU, sourcing HALEU presents a supply chain risk. These circumstances have significantly impacted the commercial availability of HALEU and could potentially increase the adverse impact on the price of enrichment services and on our future operations.

The sanctions and related countermeasures by NATO states, including the U.S., and other countries have led to, and are likely to continue to lead to, additional market disruptions, including significant volatility in commodity prices, credit, and capital markets, as well as supply chain interruptions for equipment. These disruptions could have an adverse impact on our operations and financial performance. Global supply chain disruptions have increasingly affected the availability and cost of materials, component manufacturing, and deliveries.

Further, U.S. trade relations with the People’s Republic of China have impacted and may continue to impact the supply of rare earth elements from China. We rely on predictable and stable supplies of a certain rare earth element in our nuclear fuel.

In order to fulfill our business plan, we will require additional funding. Such funding may be dilutive to our investors and no assurances can be provided as to terms of any such funding. The terms of any financing that we pursue may be less favorable than previously anticipated and could become even less favorable depending on the amount of funds we may require.

Our business is capital intensive. We expect that significant additional capital will be needed in the future to continue our planned operations, including expanded research and development activities, commercialization efforts, investment in our customers’ projects, risk-sharing arrangements, and costs associated with operating as a public company. To raise capital, we may enter into financing arrangements that may be costly or impose certain restrictive covenants or otherwise restrict our ability to seek additional leverage or financing. We may also seek to sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to our existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our common stock. Any of the above events could significantly harm our business, prospects, financial condition and results of operations and cause the price of our common stock to decline.

Our business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as network security breaches, computer viruses or terrorism. Material disruptions of our business or information system resulting from these events could adversely affect our operating results.

We are vulnerable to damage from catastrophic events, such as natural disasters, power loss, and similar unforeseen events beyond our control, which could disrupt our business operations, reduce or restrict our supply of products and services, incur significant costs to protect our employees and facilities, or result in regional or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations. Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar adverse effect on our business, financial condition, and results of operations. Any one or more of these events may adversely affect our operation results, including for a prolonged period of time, which could materially and adversely affect our business, financial condition, and results of operations.

We cannot assure you that we are adequately protected from the effects of earthquakes, fire, floods, typhoons, earthquakes, global pandemics, power loss, telecommunications failures, break-ins, war, riots, network security breaches, computer viruses, terrorist attacks, or similar events. Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our systems as well as adversely affect our business, financial condition, and results of operations.

If a natural disaster, power outage or other event occurred that prevented us from using all or a significant portion of our headquarters, damaged critical infrastructure, or otherwise disrupted operations, it may be difficult or, in certain cases, impossible for us to continue our business for a substantial period of time. The disaster recovery and business continuity plans we have in place are unlikely to provide adequate protection in the event of a serious disaster or similar event. We may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse effect on our business.

We have identified a material weakness in our internal control over financial reporting. If remediation of this material weakness is not effective, if we experience additional material weaknesses, or if we otherwise fail to maintain an effective system of internal controls in the future, we may not be able to accurately report our financial condition or results of operations.

Effective internal control over financial reporting and disclosure controls and procedures are critical to our success as a public company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting principles. Similarly, disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

In connection with the audit of our financial statements as of December 31, 2025, we identified a material weakness as defined under the Exchange Act, and by the PCAOB in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. We identified a material weakness in that we did not design and maintain effective controls over the financial reporting process, including segregation of duties related to journal entries and account reconciliations. We are working to remediate this material weakness and are taking steps to strengthen our internal control over financial reporting. We plan to hire qualified staff as well as develop and implement formal policies, processes and documentation procedures relating to financial reporting, including the oversight of third-party service providers.

The actions that we are taking are subject to ongoing executive management review. If we are unable to successfully remediate the material weakness, or if in the future, they identify further material weaknesses in internal controls over financial reporting, we may not detect errors on a timely basis, and financial statements may be materially misstated. We may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting, which could harm our operating results, cause investors to lose confidence in reported financial information and cause the trading price of Combined Company Common Stock to fall. In addition, as a public company, we will be required to file accurate and timely quarterly and annual reports with the SEC under the Exchange Act. Any failure to report our financial results on an accurate and timely basis could result in sanctions, lawsuits, delisting of shares from Nasdaq or other adverse consequences that could materially harm our business. In addition, we could become subject to investigations by Nasdaq, the SEC and other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation and financial condition, or divert financial and management resources from our core business.

We intend to remediate the material weakness through formalizing and enhancing policies and procedures regarding the financial reporting process to support the effective deployment of management’s directives and control activities. This includes our plan to design and implement control activities in response to the risks posed as a result of the lack of segregation of duties related to journal entries and account reconciliations.

While we will work to remediate the material weakness as quickly and efficiently as possible, we cannot at this time provide an expected timeline in connection with any remediation plan, and our initiatives may not prove to be successful in remediating the material weakness or preventing additional material weaknesses or significant deficiencies in our internal control over financial reporting in the future. These remediation measures may be time consuming and costly, and might place significant demands on our financial and operational resources. In the future, we may identify additional material weaknesses or significant deficiencies in our internal control over financial reporting. In addition, our current internal control over financial reporting and disclosure controls and procedures, and any new internal control over financial reporting and disclosure controls and procedures that we develop, may become inadequate because of changes in our business, operations and other factors, some of which may be beyond our control.

As a private company, we were not required to assess and conclude on the effectiveness of our internal control over financial reporting in a manner that meets the standards of publicly traded companies required by Section 404(a). Our management has not completed a comprehensive assessment of the effectiveness of our internal control over financial reporting, and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. We will not be required, pursuant to Section 404, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting. At that time, our management may conclude that our internal control over financial reporting remains not effective. In addition, once we cease to qualify as an “emerging growth company,” our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting

firm, after conducting its own independent testing, may disagree with our assessment and may issue a report that contains an adverse opinion if, in their evaluation, there are deficiencies that, individually or in combination, result in one or more material weaknesses.

The process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. Moreover, our compliance with Section 404 will require that we incur substantial expenses and expend significant management efforts. Testing and maintaining internal controls may divert our management’s attention from other matters that are important to our business. During the course of implementing, documenting and testing our internal control over financial reporting, in order to satisfy the requirements of Section 404, we may identify other weaknesses and deficiencies in our internal control over financial reporting and disclosure controls and procedures. Further, despite our efforts to implement and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to detect or prevent all errors or instances of fraud and additional weaknesses in our internal control over financial reporting may be identified in the future.

A material weakness in our internal control over financial reporting, failure to maintain effective disclosure controls and procedures or any difficulties encountered in their implementation or improvement could lead to errors in our annual or interim financial statements or restatements of previously issued financial statements or could cause us to fail to meet our financial reporting obligations, any of which could adversely affect our business, results of operations, financial condition and future prospects. Such failures could also lead to a loss of investor confidence in the accuracy and completeness of our financial reports, which in turn could have a negative impact on the market price of our Combined Company Common Stock. Additionally, ineffective internal control over financial reporting could expose us to increased risk of fraud, misuse of corporate assets and legal actions under U.S. securities laws and subject us to potential delisting from Nasdaq to regulatory investigations and to civil or criminal sanctions. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

Our ability to pay dividends may be limited and the level of future dividends is subject to change.

We do not expect to pay dividends for the foreseeable future. Payment of dividends on our shares in the future will be subject to business conditions, financial conditions, earnings, cash balances, commitments, strategic plans and other factors that our Board of Directors may deem relevant at the time it recommends approval of the dividend. Any dividend policy, once adopted, will be subject to change based on changes in statutory requirements, market trends, strategic developments, capital requirements and a number of other factors. Further, we may not have sufficient cash to pay dividends in cash on our shares.

Risks Related to NuCube’s Industry, Competition and General Economic Conditions

The market for Generation IV microreactor designs generating electric power and high-temperature heat is not yet established and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for Generation IV advanced nuclear reactor designs, and microreactors in particular, has not yet been established. Microreactors utilizing advanced nuclear technologies have limited operational history and have not been proven at scale. Our expectations for the size of our market and growth potential are based on a number of internal and third-party estimates, including our potential contracted revenue, the number of potential customers who have expressed interest in our microreactors, assumed prices and production and regulatory costs for our microreactors, assumptions regarding our technology and general market conditions. However, our assumptions and the data underlying our estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, reducing the predictive accuracy of these underlying factors. As a result, our expected performance as indicated by the illustrative unit economics provided in this proxy statement/prospectus, our estimates of the annual total addressable market and serviceable addressable market for our services, as well as the expected growth rate for the total addressable market and serviceable addressable market for our services, may prove to be incorrect.

In addition, our reactors, financial models and the illustrative unit economics included in this proxy statement/prospectus assume an anticipated plant life of 40 years, which is the initial term for an NRC operating license. The NRC has issued renewed operating licenses for 98 reactors (licensees of five of these reactors subsequently decided

to permanently shut down), which authorizes operation for 60 years. The NRC has also issued several subsequent license renewals for reactors at multiple sites, which authorizes operation for 80 years; a number of other licensees have also filed subsequent license renewal applications or formally expressed their intent to the NRC file subsequent license renewal applications. There is no assurance that we will be able to obtain license renewals or extensions, and if we are unable to do so, our reactors may be required to cease operations before the end of their useful lives, which could reduce the economic return of our projects, adversely affect customer demand, and negatively impact our business, financial condition, operating results and future prospects.

Competition from existing or new companies could cause us to experience downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share.

We operate in highly competitive markets and are subject to competition based upon product design, performance, pricing, quality, and services, from competing nuclear suppliers as well as from alternative means of producing electricity and/or heat. There are a number of advanced reactor designs, and some advanced reactor projects, under development in the United States. Many of these designs are involved in pre-application review with the NRC. Our advanced design, projected product design performance, engineering expertise, and quality control have been important factors in our growth; nonetheless other companies providing competing technologies could capture customers or market share from us, which could have a material adverse effect on our business or financial condition.

For sales and/or deployments outside of the U.S., market opportunities are limited by the existence of a currently effective treaty between the U.S. and the country of any particular potential non-U.S. sales/deployments (i.e., 42 U.S.C. § 2153, commonly referred as “Section 123 Agreement”). For sales and/or deployments outside of jurisdictions with highly-developed nuclear regulatory frameworks, some of our foreign competitors currently benefit from, and others may benefit in the future from, permissive regulatory and licensing regimes and/or from protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies.

We believe our ability to compete successfully in designing, engineering and manufacturing our products and services at attractive costs to customers does and will depend on a number of factors, which may change in the future due to increased competition, our ability to meet our customers’ needs and the frequency and availability of our offerings. If we are unable to compete successfully, our business, financial condition and results of operations would be adversely affected.

Substantial governmental support for competing technologies or their fuel supply may reduce our competitive advantages.

The U.S. government has announced initiatives to support a variety of Generation IV advanced reactor technologies, including our microreactor technology and competing technologies. Among other programs, the DOE has implemented a Congressionally-authorized program designed to support the creation of a U.S. supply chain for HALEU (i.e., the HALEU Availability Program). Should DOE succeed in developing its HALEU Availability Program, all Generation IV advanced reactors using HALEU will benefit; if the U.S. government selectively awards HALEU to competing nuclear technologies, particularly in connection with U.S. government sponsored programs such as the Defense Innovation Unit Janus Program, we may experience a loss in competitive position in our sector. Although our microreactors are capable of operating on LEU+-based fuel, they are expected to rely on HALEU-based fuels, which is the more cost-effective type of fuel.

Changes in the availability and cost of electricity, natural gas, oil and other forms of energy are subject to volatile market conditions that could adversely affect our business.

The prices for and availability of electricity, oil and other energy resources are subject to volatile market conditions. These markets are often affected by political and economic factors beyond our control. For example, the ongoing military conflict involving Iran, including actions by the United States and Israel (i.e., Operation Epic Fury, the kinetic military operations described by the President as actions to destroy Iran’s offensive missiles and missile production, destroy Iran’s navy and other security infrastructure, and dismantle and eliminate Iran’s ability to possess nuclear weapons (“Operation Epic Fury”)), could adversely affect our business, results operations, financial condition. The continuation, escalation or expansion of Operation Epic Fury could lead to retaliatory actions, the

imposition or lifting of international sanctions and embargo regulations, possible shocks to global energy supplies and oil prices due to tensions in the Strait of Hormuz and the Middle East region, shortages of goods and supply chain challenges, and the international and U.S. domestic inflationary results of the conflict with Iran and related spending by the United States and international governments. These developments could, among other things, impact the attractiveness of other forms of energy.

These developments could also impact our operating and manufacturing costs (including energy, freight and certain vendor costs), impair the availability, pricing or lead times of components and services used in our products, and result in delays, cancellations or reductions in customer orders as customers adjust capital spending in response to geopolitical uncertainty and macroeconomic volatility, including in the markets in which we operate. Decreases in energy prices, or changes in nuclear energy costs relative to other forms of energy, may adversely affect our business. To the extent that these uncertainties cause suppliers and customers to be more cost sensitive or to adjust their business plans and operations, decreased energy prices may have an adverse effect on our results of operations and financial condition.

The cost of electricity generated from nuclear sources may not be cost competitive with other electricity generation sources in some markets, which could materially and adversely affect our business.

Many U.S. electricity markets price electric energy, capacity, and/or ancillary services on a competitive basis, with market prices subject to substantial fluctuations. Other markets remain heavily regulated by state or local utility regulatory authorities, with power purchase decisions by electric utilities subject to various competitiveness or prudence tests. As a result of competitive pressures, some electricity markets experience low marginal energy prices at certain times due to a combination of subsidized generating resources, competitors with low-cost or no-cost fuel sources, or market-design features that create incentives for certain attributes or deliver revenue in unpredictable ways over time, and NuCube may not be able to compete effectively unless customers for our power reactors sufficiently value the low-carbon, reliable and/or resilient energy generation provided by our microreactors relative to alternative sources of electricity and heat.

Moreover, our microreactors will likely serve a specific market segment of smaller distributed generation, remote application or industrial customers, who may have lower cost power/heat alternatives available to them, especially in the near-term. Failure of our microreactors to provide competitively priced electricity or heat could materially and adversely affect our business.

We and our customers operate in a politically sensitive environment, and negative public and political perceptions of us, or more generally, of nuclear energy and radioactive materials could materially and adversely affect us, our customers, and the markets in which we operate.

Nuclear energy is closely tied to government policies and regulations due to its potential risks and benefits, including risks and benefits relating to issues such as waste disposal, radiation exposure, non-proliferation (particularly as it relates to plutonium), and national security. Governments often play a central role in the approval, regulation, and funding of nuclear projects. Changes in political leadership or shifts in public sentiment can lead to shifts in nuclear energy policies, which can affect the viability and profitability of nuclear businesses. The regulatory framework for nuclear energy is stringent and subject to public scrutiny. Regulatory decisions can influence the cost, timeline, and feasibility of nuclear projects. Public concerns and political pressure can lead to tighter regulations or stricter enforcement of existing ones. Government policies and incentives, often influenced by public opinion and political considerations, can directly impact the growth and competitiveness of nuclear energy. Favorable policies such as subsidies, tax credits, or incentives for clean energy can attract more customers to the nuclear energy sector.

Changing political environments in the U.S. and abroad may amplify the media and political scrutiny we face. Negative publicity about us, including about our management, the efficacy and reliability of our technologies, and our product offerings, even if inaccurate, may adversely affect our reputation and brand. Additionally, the nature and complexity of our business could make us susceptible to various claims, including government investigations, due to changes in the political environment in the U.S. and the increased regulatory scrutiny affecting the nuclear energy industry.

Additionally, while the nuclear industry has made intentional efforts to work with legislators, policymakers, and politicians from across the political spectrum, there may be an external perception that NuCube or the nuclear industry in general are solely or primarily associated with one political party. In a highly partisan era, that perception can lead to

undue and unexpected scrutiny, can subject us to litigation or governmental investigations, and can otherwise cause us to expend significant resources and attention that we might otherwise use on our business operations. Further, actions we take in response to the activities of certain political leaders, government agencies, and customers could harm our brand and reputation. The resulting harm to our reputation could cause certain customers to cease doing business with us, impair our ability to attract new customers or to expand our relationships with existing customers, diminish our ability to recruit, hire, or retain employees, or undermine our standing in professional communities to which we contribute and from which we receive expert knowledge. Any of these factors could adversely impact our business, results of operations, and financial condition.

Successful execution of our business model is dependent upon public support for nuclear power in the U.S. and other countries. The risks associated with the uses of radioactive materials in our nuclear facilities and the public perception of those risks can affect our business. Opposition by third parties can delay or prevent the licensing and construction of new nuclear facilities and, in some cases, can limit the operation of nuclear facilities. Adverse public reaction to developments in the use of nuclear power could directly affect our business and indirectly affect our customers’ businesses. In addition, journalists, trade press, and other third parties, potentially including one or more of the agencies with regulatory jurisdiction over us, may publish statements that negatively affect the public or political perception of us.

We may also face adverse public or political perception due to a variety of environmental and social factors, including as relevant standards continue to evolve. Stakeholder and policymaker expectations on such matters are not uniform, and any failure to successfully navigate such expectations may result in various adverse impacts. Adverse public opinion or political perceptions could result in increased regulatory requirements and costs or increased likelihood that our operations are subject to liabilities or adverse claims. In the past, adverse public reaction, increased regulatory scrutiny, and related litigation contributed to extended licensing and construction periods for new nuclear power plants, sometimes delaying construction schedules by decades or longer or even shutting down operations at already-constructed nuclear power facilities.

Our business is, and the markets in which we compete are, rapidly evolving, including with respect to the power demands from AI products, which make it difficult to forecast demand for our power.

The markets in which we compete are rapidly evolving, accordingly our future financial performance will depend in large part on our ability to adapt to new market demands. In recent years, an increasing number of customers and potential customers have been allocating their spending toward AI capabilities. The market to provide power for AI, machine learning, and generative AI workloads is expected to be an intensely competitive and rapidly evolving market, and our future financial performance may depend on our ability to adapt to, and capture new spending, in this market. Our estimates of the market opportunity, including forecasts of the demand for our power and our ability to capture new spending, are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. In addition, if the markets in which we compete experience a shift in customer demand, or if customers in these markets focus their new spending on, or shift their existing spending to, other energy solutions, our solutions may not compete as effectively, if at all.

If the market for technologies using AI does not grow at the rate some parties expect, our customers or prospective customers may reduce their projected needs for power and/or heat, which may impact the market for our offerings.

Some of our customers and prospective customers operate or otherwise rely on data centers and other similar infrastructure that can support, among other things, the growing demand for technologies that use AI. Their business plans, including their construction of or expansion of infrastructure facilities that they intend to power or heat using our offerings, may rely in part on assumptions around the growth of AI technologies, which may prove to be unwarranted. If these assumptions prove incorrect, it may impact the business plans of these customers or prospective customers, which may reduce their need for our products or services, and may even lead to them canceling or renegotiating contracts with us. Such market disruptions could adversely affect our business, results of operations, and financial condition.

Technological changes could render our technology and products uncompetitive or obsolete, which could prevent us from achieving market share and sales.

Our failure to refine or advance our microreactor technology could cause such technology to become uncompetitive or obsolete, which could prevent us from achieving market share and sales. We may need to invest significant financial resources in research and product development to keep pace with technological advances in the

industry and to compete in the future; we may be unable to secure such financing. A variety of competing alternative technologies may be in development by other companies that could result in lower manufacturing or operating costs and/or higher performance than those expected for our technology. Our development efforts may be rendered obsolete by the technological advances of others, and other technologies may prove more advantageous for commercialization.

Risks Related to NuCube’s Intellectual Property Rights

We rely heavily on our intellectual property portfolio. Our ability to protect our patents and other intellectual property rights may be challenged and is not guaranteed. If we are unable to protect our intellectual property rights, our business and competitive position may be harmed.

We may not be able to prevent unauthorized use of our intellectual property, which could harm our business and competitive position. We rely upon a combination of the intellectual property protections afforded by patents, trademarks/service marks, copyrights and trade secret laws in the United States and other jurisdictions, as well as commercial agreements such as confidentiality agreements, and license agreements to establish, maintain and enforce rights associated with our microreactors and related proprietary technologies. These measures are aimed at preventing third parties from using, practicing, selling, manufacturing, or otherwise commercially exploiting our microreactors and related technologies, which would erode our competitive position in our market. Our success depends in large part on our ability to obtain and enforce patent protection for our microreactors, as well as our ability to operate without infringing or violating the proprietary rights of others. We either own or have significant license rights to certain intellectual property applicable to our microreactors, including patent rights and pending patent applications on the same, and we will continue to file patent applications claiming new technologies directed to our microreactors in the United States and in other jurisdictions based on several factors including, but not limited to, commercial viability. Monitoring unauthorized use of our intellectual property rights is difficult and costly, and the steps we have taken or will take to prevent misappropriation may not be sufficient.

The patent position of our nuclear power reactors is not a guarantee of protection of our rights. During the patent prosecution process, patent applications remain subject to rejection, restriction requirements, double patenting issues, inventorship disputes, written description challenges, enablement requirements, and patent eligibility determinations that may significantly reduce claim scope. Patent offices may require us or our licensors to narrow the scope of the claims of our or our licensors’ pending and future patent applications. This may limit the scope of patent protection and our or our licensors’ ability to assert patent infringement if the patent is subsequently issued. In some cases, a patent may not issue if we or our licensors are unable to overcome rejections from a patent office. By pursuing patent rights by filing a patent, we or our licensors may lose trade secrets that would have otherwise been protected had a patent not been sought and third parties may be able to exploit such published information in our patent application. Additionally, even if we obtain a patent in one jurisdiction (e.g., the United States), we cannot guarantee that we will obtain a corresponding patent in another jurisdiction (e.g., Canada) as patent laws differ from jurisdiction to jurisdiction. Additionally, maintaining and enforcing patent rights can involve complex legal and factual questions and may be subject to litigation in some cases. For example, third parties may challenge the validity of our or our licensors’ patents based on prior art at a tribunal such as the Patent Trial and Appeal Board at the U.S. Patent and Trademark Office and in a federal court. Because we cannot assure that all of the potentially relevant prior art relating to our patents and patent applications has been found, third parties may prevail in invalidating a patent or preventing a patent application from being issued as a patent. If we or our licensors are able to maintain valid patents or prevail in patent challenges instituted by third parties, we or our licensors may still bear the risk of third parties “designing around” our technologies to avoid an intellectual property infringement claim.

As noted above, we also rely upon unpatented trade secret protection, unpatented know-how and continuing technological innovation to develop and help maintain our business and competitive position. Trade secret protection depends upon maintaining reasonable measures to preserve secrecy, including cybersecurity, physical security, access controls, employee training, data classification, and contractual restrictions. Any failure to maintain such protections could result in permanent loss of trade secret protection. However, we seek to protect our proprietary technology, in part, by entering into confidentiality agreements with our suppliers, subcontractors, venture partners, employees and consultants, and other third parties. However, we may not be able to prevent the unauthorized disclosure or use of information which we consider to be confidential, our technical know-how or other trade secrets by the parties to these agreements, despite the existence generally of confidentiality provisions and other contractual restrictions. If any of the suppliers, subcontractors, venture partners, employees and consultants, and other third parties who are parties to these agreements breaches or violates the terms of any of these agreements, we may not have adequate remedies for

any such breach or violation, and we could lose our trade secrets as a result. It is also possible that our trade secrets, know-how or other proprietary information could be obtained by third parties as a result of breaches of our physical or electronic security systems. Even where remedies are available, enforcing a claim that a party illegally disclosed or misappropriated our trade secrets is expensive and time consuming, and the outcome is unpredictable. Courts outside the United States are sometimes less willing to protect trade secrets. Additionally, despite our efforts to protect our proprietary technology, our trade secrets could otherwise become known or be independently discovered by our competitors. If any of our trade secrets were to be lawfully obtained or independently developed by a competitor or other third party, we would have no right to prevent them, or those to whom they communicate, from using that technology or information to compete with us.

Our patent applications may not result in issued patents, which may have a material adverse effect on our ability to prevent others from commercially exploiting products protected by our patents. The status of patents involves complex legal and factual questions and the breadth of allowed claims can be uncertain until properly construed by a court of law. As a result, we cannot be certain that the patent applications that we file will result in patents being issued, or that our patents and any patents that may be issued to us will afford protection against competitors. Numerous patents, published pending patent applications and unpublished pending patent applications owned by others exist in the fields in which we have developed and are developing our technology. In addition to the risk of infringing those patents, those patents may also be used as a basis to invalidate our patents or prevent our patent applications from issuing as patents. Our patents may also be challenged as invalid under other prior art and/or be challenged as unenforceable. Furthermore, patent applications filed in foreign countries are subject to laws, rules and procedures that differ from those of the United States, and thus we cannot be certain that foreign patent applications related to issued U.S. patents will themselves be issued or, if issued, that the scope of the claims will be the same as in related U.S. Patents.

We currently enjoy only limited geographical protection with respect to certain issued patents and may not be able to protect our intellectual property rights throughout the world.

We do not have worldwide patent rights for our microreactors and related proprietary technologies because patent rights are geographically limited by jurisdiction and there is no such thing as a single worldwide or “international patent rights.” Accordingly, we may not be able to protect our intellectual property rights in certain jurisdictions. Filing, prosecuting and defending patents on our microreactors worldwide can pose several challenges.

First, procuring patent rights in multiple jurisdictions would be cost prohibitive because individual patent offices in different jurisdictions will have to examine each patent application separately. Therefore, costs such as examination fees, translation fees and attorneys’ fees are considerable. We or our licensors will also have the continued obligation of paying annuities/maintenance fees periodically to avoid patent applications/patents from becoming abandoned or lapsed. Second, the breadth of claims in patents may vary from jurisdiction to jurisdiction. For instance, certain patent offices may require narrower claims, resulting in patent rights that are less extensive. Further, as noted above, we may not be able to obtain patents in some jurisdictions even if we obtain patents in other jurisdictions. Accordingly, our competitors may operate in countries where we do not have patent protection and can freely use our technologies and discoveries in such countries to the extent such technologies and discoveries are publicly known or disclosed.

Many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties if the patent is not worked by the patent owner. Many countries also limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business and financial condition may be adversely affected.

We may need to defend ourselves against intellectual property infringement claims, which may be time-consuming and could cause us to incur substantial fees and costs.

Companies, organizations or individuals, including our existing and future competitors, may hold or obtain patents, trademarks/service marks or other intellectual property rights that would prevent, limit or interfere with our ability to develop our intellectual property and make, use, develop, import, offer to sell or sell our microreactors and related technology, which could make it more difficult for us to operate our company. From time to time, we may receive inquiries from holders of patents or trademarks/service marks inquiring whether we are infringing their proprietary

rights and/or seek court declarations that they do not infringe our intellectual property rights. Companies holding patents or other intellectual property rights similar to our technology may bring proceedings alleging infringement of such rights or otherwise asserting their rights and seeking licenses.

In addition, if we are determined to have infringed a third party’s intellectual property rights, we may be required to do, among other things, one or more of the following: (i) cease selling, incorporating or using microreactors that incorporate the challenged intellectual property; (ii) pay substantial damages; (iii) pay for and obtain a license from the holder of the infringed intellectual property right, which may not be available on reasonable terms or at all; or (iv) redesign part or all of our technology. In the event of a successful claim of infringement against us and our failure or inability to obtain a license to the infringed technology, our business, prospects, operating results and financial condition could be materially adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs and diversion of resources and management’s focus and attention.

We may also license patents and other intellectual property from third parties, and we may face claims that the use of this intellectual property infringes the rights of other third parties. In such cases, we may seek indemnification from the licensors under our license contracts with those licensors or other damages. However, our rights to indemnification or damages may be unavailable or insufficient to cover our costs and losses, depending on our use of the technology, whether we choose to retain control over conduct of the litigation, and other factors.

We may be subject to claims of ownership and other rights to our patents and other intellectual property by third parties.

We may be subject to claims that former employees, collaborators, or other third parties have an interest in our patents or other intellectual property as an owner, a joint owner, a licensee, an inventor, or a co-inventor. In the latter two cases, the failure to name the proper inventors on a patent application can result in the patents issuing thereon being unenforceable. Inventorship disputes may arise from conflicting views regarding the contributions of different individuals named as inventors, the effects of foreign laws where foreign nationals are involved in the development of the subject matter of the patent, conflicting obligations of third parties involved in developing our patented technology or as a result of questions regarding co-ownership of potential joint inventions. Litigation may be necessary to resolve these and other claims challenging inventorship and ownership. Alternatively, or additionally, we may enter into agreements to clarify the scope of our rights in such intellectual property. If we fail in defending any such claims, in addition to paying monetary damages, we may lose exclusive ownership of, or right to use or license valuable intellectual property. Such an outcome could have a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Collaborative research with universities, governmental agencies, and national laboratories may result in disputes regarding ownership, licensing, commercialization, publication, or protection of intellectual property. Specifically, our collaborations with ISU, DOE, national laboratories, and other research institutions may result in the joint development of intellectual property. Research conducted using federal funding or under agreements with the DOE, national laboratories, or other governmental agencies may be subject to the Bayh-Dole Act or similar statutory and contractual requirements. These arrangements may provide the U.S. Government with non-exclusive licenses, march-in rights, manufacturing preferences, reporting obligations, or other rights that could reduce the exclusivity or commercial value of our intellectual property portfolio. Unless ownership, inventorship, prosecution, licensing, commercialization, and enforcement rights are clearly allocated by contract, disputes may arise regarding ownership or exploitation of inventions, improvements, software, data, know-how, or other intellectual property developed during such collaborations. Any such disputes could delay commercialization, increase costs, limit our exclusive rights, or materially adversely affect our business, financial condition, and future prospects.

Risks Related to Compliance with Law, Government Regulation and Litigation

The NuSun microreactor design has not yet been approved or licensed for use at any site by the DOE or NRC, and approval or licensing of our design is not guaranteed.

Our NuSun microreactor has been chosen by the DOE as the technology to be authorized by DOE pursuant to the Launchpad USA program to be deployed by our development partner ISU at its Pocatello, Idaho, campus. The Launchpad USA program is expected to involve negotiation and execution of an OTA between DOE and

ISU, with input from NuCube; the OTA establishes the legal framework for DOE to regulate our NuSun microreactor at ISU. Thereafter, ISU/NuCube would submit, and DOE would have to approve, a nuclear safety design agreement, preliminary documented safety analysis, and final documented safety analysis in order for ISU to accept unirradiated nuclear fuel at the ISU reactor site, perform and complete readiness for start up activities, start up the NuSun microreactor, and execute the NuSun microreactor research and test mission at ISU.

There is no guarantee that the parties will successfully negotiate the OTA, or that DOE will approve the ISU/NuCube safety submittals. Additionally, our NuSun microreactor has not been licensed, certified or approved by the NRC, and there are currently no commercial microreactors that have been fully licensed by the NRC. Our business strategy involves regulatory licensing of our NuSun platform for remote monitoring and operation to reduce operating costs associated with full-time on-site operating staff. There is no guarantee that the NRC will license our NuSun platform for remote operation, which may decrease our cost competitiveness.

Our business is subject to the policies, priorities, regulations and mandates of multiple governmental entities and may be negatively or positively impacted by any change thereto.

We are subject to a wide variety of laws and regulations relating to various aspects of our business, including with respect to use and possession of radioactive materials; design, manufacture, operations, marketing and export of nuclear technologies; employment and labor; tax; data security of the operational and information technology we use; health and safety; zoning and environmental issues. Laws and regulations at the foreign, federal, state and local levels frequently change and are often interpreted in different ways, especially in relation to new and emerging industries, and we cannot always reasonably predict the impact from, or the ultimate cost of compliance with, current or future regulatory or administrative changes. While we monitor these developments and devote a significant amount of management’s time and external resources towards compliance with these laws, regulations and guidelines, we cannot guarantee that these measures will be satisfactory to regulators or other third parties, such as our customers, who are also subject to extensive governmental regulation. Our efforts to comply with new and changing laws and regulations may result in increased general and administrative expenses and a diversion of management time and attention.

Moreover, changes in law, the imposition of new or additional regulations or the enactment of any new or more stringent legislation that impacts our business could require us to change the way we operate and could have a material adverse effect on our sales, profitability, cash flows, financial condition, and lead to regulatory delays that could impact our ability to obtain licenses, certificates, authorizations, permits, approvals, and/or certifications from regulatory agencies.

All of our facilities are also subject to regulations regarding human health and safety, wastewater, stormwater, air emissions and storage of materials including petroleum and other hazardous substances. If we fail to comply with these laws and regulations, we could be subject to fines or penalties from local, state, and federal regulators.

The reduction or elimination of favorable tax treatment for certain clean energy projects and technologies under the Inflation Reduction Act of 2022, as amended by the One Big Beautiful Bill Act of 2025, (i.e., Section 48C qualifying advance energy project credits, Section 48E investment tax credits, and Section 45Y production tax credits) could adversely affect our business and reduce the demand for our NuSun microreactor.

Our business model and financial performance (including economics of customer projects, supplier expansions, and financing structures) are impacted by the availability, amount, timing, and monetization of the tax incentives available under Sections of 48C, 48E, and 45Y of the Code. The reduction, denial, delay, recapture, or adverse modification of these federal income tax incentives for clean energy, could adversely affect our business and reduce demand for our NuSun microreactors.

Our counterparties may rely on the receipt and monetization of incentives available under Sections 48C, 48E, or 45Y of the Code to finance or price projects involving our microreactors. If these parties do not receive, cannot monetize, or later lose expected credits — due to changes in law, allocation caps, eligibility requirements, compliance failures, or market conditions — they may delay, renegotiate, or terminate contracts, reduce order sizes, or default on obligations to us. In addition, changes in transferability, direct pay rules, or market liquidity for these credits could further diminish project returns and impair demand.

Any reduction or unavailability of these incentives, or counterparties’ inability to obtain or monetize them as anticipated, could reduce the demand for our microreactors and nuclear energy solutions in general, which would have a material, adverse impact on our business, financial condition, operating results and future prospects.

Changes in governmental agency budgets as well as staffing shortages at national laboratories and other governmental agencies may lengthen our estimated timelines for regulatory approval and construction.

Certain of our NuSun microreactor design, development, and deployment strategies are dependent upon collaborations with national laboratories and/or various regulatory approvals. Government agency budgets and staffing are driven by the priorities of leadership at federal agencies as well as policy makers. Changes in government agency budgets, personnel, and any resulting staffing shortages may delay operating of our NuSun microreactors and delay or prevent the issuance of required regulatory approvals (e.g., permits or licenses) for our nuclear facilities.

The U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget or appropriations process for any government fiscal year could have an adverse impact on our business, results of operations, and financial condition.

The U.S. government’s budget deficit and the national debt, along with any negotiated resolution to increase or suspend the so-called debt ceiling, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and consequently having to shut down or operate on funding levels equivalent to its prior fiscal year pursuant to a “continuing resolution,” could have an adverse impact on our business, financial condition, results of operations and cash flows. Uncertainty will continue to exist regarding how future budget and program decisions will unfold, including the energy spending priorities of the U.S. government, what challenges budget reductions will present for the energy industry and whether annual appropriations bills for all agencies will be enacted for any government fiscal year. Some of the changes in the political environment include a change to the leadership within the current administration and any resulting uncertainty or changes in policy or priorities and resultant funding. There can be no assurance that increases in funding we may currently experience will continue, and any plateau or reduction in funding for our programs could adversely affect our ability to execute our strategy, meet milestones, and achieve projected financial results.

The U.S. government’s budget deficit and the national debt could have an adverse impact on our business, financial condition, results of operations and cash flows in a number of ways, including the following:

•        the U.S. government could reduce or delay its spending on, reprioritize its spending away from, or decline to provide funding for the government programs in which we participate, or fail to increase funding as anticipated;

•        U.S. government spending could be impacted by arrangements similar in effect to sequestration, which increases the uncertainty as to U.S. government spending priorities and levels; and

•        we may experience declines in revenue, profitability and cash flows as a result of reduced or delayed orders or payments or other factors caused by economic difficulties of our customers and prospective customers, including U.S. federal, state and local governments.

Other contributing factors that could impact our financial situation are rising interest rates as more U.S. government spending must be appropriated to servicing the national debt or the potential impact of tariffs on our supply chain as we begin to long lead procurements on certain materials and systems. Budget and program decisions made in this environment would have long-term implications for us and the entire nuclear energy industry.

We and our suppliers are subject to stringent U.S. export and import control laws and regulations and analogous laws and regulations in other jurisdictions. Unfavorable changes in these laws and regulations or U.S. government or other relevant government licensing policies, our failure to secure timely U.S. government or other relevant government authorizations under such laws and regulations, or our failure to comply with such laws and regulations could have a material adverse effect on our business prospects, financial condition, results of operations and cash flows.

Our and our suppliers’ inability to secure and maintain required export or import licenses or authorizations in applicable jurisdictions could negatively impact our ability to compete successfully or develop or market our microreactor technology for commercial applications in the United States. Failure to comply with export control laws and regulations could expose us to civil or criminal penalties, fines, investigations, more onerous compliance

requirements, loss of export privileges, debarment from government contracts or limitations on our ability to enter into contracts with the U.S. or other relevant government. Any changes in export control regulations or U.S. or other government licensing policy, such as that necessary to implement U.S. government commitments to multilateral control regimes, may restrict our operations.

Our ability to rely on global supply chains for source components and/or raw materials may be impacted by tariffs, trade disputes, or other changes in trade policy or trade regulation.

We plan to rely on global supply chains to source components and materials essential for our business, including for our microreactors and other facilities. The imposition of new or increased tariffs, trade restrictions, or other changes in trade policy by the U.S. or other countries could increase our costs of materials and components, require us to find alternative suppliers, or force adjustments to our pricing structure. These changes could reduce our profit margins, may impact our licenses or may require additional regulatory approval, or could otherwise disrupt our business operations.

In particular, recent global trade tensions and policy shifts have created an unpredictable environment for businesses operating across international borders. Changes in trade agreements, sanctions, export controls, and customs regulations may limit our ability to source materials from certain countries or entities, potentially forcing rapid and costly adjustments to our supply chain. Trade policies can change with limited notice, making long-term planning difficult and increasing operational costs.

While we attempt to mitigate these risks through diversification of our supplier base, inventory management strategies, and contractual protections, there can be no assurance that these measures will be effective. Any significant disruption to our supply chain resulting from tariffs or trade policy changes could have a material adverse effect on our business, financial condition, and ability to meet projected deadlines and milestones.

Our operations involve the use, transportation and disposal of toxic, hazardous and/or radioactive materials and could result in liability without regard to fault or negligence.

Our operations involve the use, transportation, and disposal of toxic, hazardous and radioactive materials. A release of these materials could pose a health risk to humans, plants and animals or the environment. If an accident were to occur, its severity would depend on the volume and location of the release and the speed of corrective action taken by emergency response personnel, as well as other factors beyond our control, such as weather and wind conditions.

While we do not currently own any property in the U.S., if, in the future we do, under federal, state and local laws and regulations, a current or former owner or operator of real property may be liable for costs to remediate contamination resulting from the presence or release of hazardous substances, wastes or petroleum products. These costs could be substantial and liability under such laws is strict and may attach whether or not the owner or operator knew of or caused such contamination. Moreover, the presence of contamination may expose us to third-party claims for property damage or bodily injury, subject our properties to liens in favor of the government for damages and cleanup costs, impose restrictions on the manner in which we use our properties, and materially adversely affect our ability to sell, lease, insure, or develop our properties. We also may be liable for costs of remediating third-party disposal sites to which we arranged for the disposal or treatment of hazardous substances without regard to whether such disposal occurred in compliance with environmental laws. These matters could have an adverse effect on our financial condition.

Additionally, we may be responsible for decontamination or decommissioning of facilities where we conduct, or previously conducted, operations. Activities of our contractors, suppliers or other counterparties similarly may involve toxic, hazardous, and radioactive materials and we may be liable contractually, or under applicable law, to contribute to remedy damages or other costs arising from such activities, including the decontamination or decommission of third-party facilities.

With respect to potential liability arising from possession or use of radioactive materials, particularly special nuclear material (i.e., TRISO fuel), the nuclear liability law in the U.S., codified at 42 U.S.C. § 2210 (along with subsequent amendments, the “Price-Anderson Act”) and applicable NRC regulations and corresponding insurance requirements channel liability to certain licensees (such as operators of nuclear reactors) for third-party offsite damages caused by a nuclear incident or a precautionary evacuation due to a possible or actual nuclear incident.

The Price-Anderson Act requires NRC reactor licensees and certain DOE contractors to enter into indemnification agreements with the NRC or DOE, respectively, to cover personal injury and property damage, for example, to those harmed by a nuclear or radiological incident, including incidents in the course of the operation of research, test, and

power reactors, DOE nuclear and radiological facilities, and transportation of nuclear fuel to and from a covered facility. U.S. law is substantially similar in effect to global nuclear liability regimes wherein licensed operators are subject to robust financial protection regimes, such as required insurance policies or government indemnification, to cover the operator’s financial risk in the event of a nuclear incident that gives rise to third-party offsite liability. If, however, an incident or precautionary evacuation is not covered under such a nuclear liability regime, we could be financially liable for damages arising from such incident or evacuation, which could have an adverse effect on our results of operations and financial condition.

The NRC’s nuclear indemnity under the Price-Anderson Act does not, however, cover on-site loss or damage to property due to a nuclear incident. Rather, the NRC requires nuclear operators to maintain on-site property damage insurance. DOE can require the same. If an incident resulting in onsite property damage is not otherwise covered by the mandatory insurance policy maintained at the facility, then we could be potentially liable for damages arising from such incident, which could have an adverse effect on our results of operations and financial condition.

In our contracts, we seek to protect ourselves from liability, but there is no assurance that such contractual limitations on liability will be effective in all cases or in all jurisdictions. The costs of defending against a claim arising out of a nuclear incident or precautionary evacuation not otherwise covered by insurance, and any damages awarded as a result of such claim, could adversely affect our results of operations and financial condition.

Unresolved spent nuclear fuel storage and disposal issues and associated costs could have a significant negative impact on NuCube’s business operations if potential NuSun customers view the risks associated with these issues and costs as unacceptably high. Additionally, U.S. policy related to storage and disposal of used fuel from our reactors and/or negative customer perception of risks relating to these policies could have a significant negative impact on our business prospects, financial condition, results of operations and cash flows.

During the licensing process, a nuclear power plant operator must indicate how it will decommission its power plant and must have a “Standard Contract” or other agreement with the DOE related to the storage and disposal of the fuel waste created during its operating life. Therefore, the requirement for our customers’ facilities to establish the disposal of fuel may create challenges related to timeline and optimal use of our nuclear fuel. The Nuclear Waste Policy Act (“NWPA”) of 1982 requires the DOE to take title to, and to provide for the permanent geologic disposal of, spent nuclear fuel (“SNF”) and associated high-level nuclear radioactive waste (“HLW”) generated by domestic nuclear reactors. In 1987, Congress amended the NWPA to designate Yucca Mountain, in Nevada, as the only site that the DOE could consider for a permanent repository. The DOE has suspended the Yucca Mountain licensing process due to lack of congressional appropriations, but the site remains designated in federal law.

Under the NWPA and the Standard Contracts DOE has entered into with electric utilities that are NRC-licensed operators, DOE remains obligated to provide for permanent disposal of all SNF and HLW. Interim storage of SNF and HLW is authorized under the NWPA and NRC regulations and requires the construction and maintenance of NRC licensed SNF/HLW storage facilities. While the costs of developing and maintaining these interim storage facilities can have a significant effect on the costs associated with waste storage and disposal for nuclear reactors, including NuCube’s reactors, these costs could themselves be impacted by the timing of the opening of a disposal facility, as well as any possible future changes to the interim storage or transportation requirements for SNF and other forms of HLW, and the extent to which operators are able to continue to successfully recover costs from DOE through breach-of-contract litigation for the DOE’s continued failure to provide for permanent disposal.

There are currently two consolidated interim storage (“CIS”) facilities that have been proposed for development in the U.S. for the interim storage of SNF/HLW. Both facilities — Holtec International’s HI-STORE CIS in New Mexico and Interim Storage Partners’ facility in Texas — have been issued licenses by the NRC for construction and operation. These licenses were challenged in federal court, and in June 2025, the U.S. Supreme Court upheld the NRC’s authority to issue the licenses. In October 2025, Holtec released a statement announcing that it has cancelled its land purchase agreement with the landowner of the potential New Mexico CIS to enable Holtec to engage with other communities and states that have interest in hosting a CIS facility. The NRC licensee of the Interim Storage Partners’ Texas facility in Texas will require further engagement with the state of Texas and DOE to construct its project. It is possible that SNF/HLW generated at a NuCube microreactor could be stored at the Texas CIS facility; however, it is also possible that the Texas CIS facility is never built or becomes operational, or is unable to store such waste from a NuCube microreactor, in which case, the waste would need to be stored onsite or at another interim SNF storage facility until another disposal option became available, such as a U.S. government-determined permanent national repository or other government storage facility.

The establishment of a national repository for the storage and/or permanent disposal of SNF, such as the one previously considered at Yucca Mountain, Nevada, the timing of such a facility’s opening and the ability of such a facility to accept waste from a NuCube microreactor, and any related regulatory action, could impact the costs associated with our customers’ storage and/or disposal of SNF/HLW. Likewise, the establishment of a CIS for the storage of SNF/HLW, the timing of such a facility’s opening and being able to accept waste from a NuCube microreactor, and any related regulatory action, could impact our customers’ costs associated with storage of SNF/HLW. These waste storage issues, and changes to the current waste disposal practices or changes to reactor operators’ ability to recover storage costs from DOE through litigation, could be material to NuCube’s operations if potential customers view waste disposal as problematic, detrimental or a negative factor when considering an investment in a NuCube microreactor.

We may pursue government awards involving cost-share related to our research and products work, which could be affected by our failure to comply with certain laws and regulations.

From time to time, we may pursue federal funds under grants and cooperative agreements, in which case we would be required to comply with various statutes and regulations applicable to entities that perform awards in support of government entities. We must also comply with various national policy requirements that are prescribed by statute, Executive Order, policy guidance issued by the Executive Office of the President, or other regulations. Our performance under our U.S. government awards and our compliance with the terms of those awards and applicable laws and regulations would be subject to periodic audit, review, and investigation by various agencies of the U.S. government. Compliance with these laws and regulations may affect how we do business and may impose added costs on our business. Failure to comply may also lead to civil or criminal penalties, including whole or partial suspension or termination of our U.S. government awards, and/or suspension or debarment from contracting with federal agencies.

Our microreactors may not qualify as low-emissions or emissions-free pursuant to regulatory or incentive frameworks that consider emissions on a lifecycle basis or that otherwise account for fuel cycle emissions or energy consumption.

While our microreactors directly generate virtually no air emissions, including greenhouse gas emissions, during operations, our microreactors may nonetheless not qualify as providers of emissions-free, carbon-free, low-carbon or similar generating resources under emissions-limitation schemes that assess emissions on a lifecycle basis or that otherwise consider emissions from energy consumed in our fuel cycle because of the use of carbon in our fuel production and because our fuel and its feedstocks require substantial amounts of energy to produce. Our fuel fabrication facilities and our suppliers’ facilities may rely on the local electric grid and its mix of generating sources for electricity or may rely on contracted supply that does not provide a choice among electric generation sources. We cannot control the generation and electricity purchasing decisions of local electric utilities and their suppliers or of electric suppliers to our third-party partners. Certain regimes, such as various sustainability “taxonomies,” may also consider eligibility based on a wider array of environmental objectives, which we cannot guarantee we or our customers will be able to meet. The failure of our microreactors to qualify for inclusion in emissions reduction or climate change related emissions control schemes, or emissions-based incentive programs may result in higher costs or lower revenues for us or our customers, as well as reduced eligibility for financing from capital providers that apply certain sustainability criteria, and may adversely impact the demand for our products from our customers, which could materially and adversely affect our business, financial condition, operating results and future prospects.

In addition to the clean-energy federal income tax credit programs discussed above, our business plan includes the use of other forms of government funding to finance the commercial development of our microreactors, and there is no guarantee that our projects will qualify for such programs or that government funding will be available in the future.

Our business plan depends in part on federal, state, and local government policies and incentives that support the development, financing, ownership, and operation of renewable energy generation projects. In addition to the clean-energy federal income tax credit programs discussed above, these policies and incentives include accelerated depreciation, renewable portfolio standards, feed-in-tariffs and similar programs, renewable energy credit mechanisms, and tax exemptions. If these policies and incentives are changed or eliminated, or we are unable to use them, it could result in a material adverse impact on our business, results of operations, and financial condition.

In addition, in connection with the availability of such policies and incentives, or for any other reason, the U.S. government may stipulate conditions or make certain requests of us in return. Any such conditions or requests, whether or not we agree to them, could have a material adverse impact on our relationship with the U.S. government or could have a material adverse effect on our business, financial condition, operating results and future prospects.

We could incur substantial costs as a result of violations of, or liabilities under, environmental laws.

The operations and properties of our customers are subject to a variety of federal, state, local and foreign environmental, health and safety laws and regulations governing, among other things, air emissions, wastewater discharges, management and disposal of hazardous, non-hazardous and radioactive materials and waste and remediation of releases of hazardous materials. Although our business is to design and sell technology rather than to construct and own or operate power plants, we must design our technology so it complies with such laws and regulations. Compliance with environmental requirements could require our customers to incur significant expenditures or result in significant restrictions on their operations, and the failure to comply with such laws and regulations, including failing to obtain any necessary permits, could result in substantial fines or enforcement actions, including regulatory or judicial orders enjoining or curtailing operations or requiring our customers to conduct or fund remedial or corrective measures, install pollution control equipment or perform other actions. More vigorous enforcement by regulatory agencies, the future enactment of more stringent laws, regulations or permit requirements, including relating to climate change, or other unanticipated events may arise in the future and adversely impact the market for our products or demand for our products from our customers, which could materially and adversely affect our business, financial condition and results of operations.

Risks Related to the Business Combination and Launch Two

Unless the context otherwise requires, throughout this subsection, references to “we,” “us,” “our” and “the Company” refer to Launch Two.

Launch Two has no operating history and its future results of operations and those of the Combined Company may differ significantly from the unaudited pro forma financial data included in this proxy statement/prospectus.

Launch Two is a blank check company, and it has no operating history or results.

This proxy statement/prospectus includes unaudited pro forma combined financial statements for Launch Two and NuCube. The unaudited pro forma condensed combined balance sheet as of December 31, 2025 combines the historical condensed consolidated balance sheet of Launch Two as of December 31, 2025, the historical condensed consolidated balance sheet of NuCube as of December 31, 2025 on a pro forma basis as if the Business Combination and Other Related Events (in each case, as described further in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus), had been consummated on December 31, 2025. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 combines the historical statements of operations of Launch Two, the historical statements of operations of NuCube on a pro forma basis as if each of the Business Combination, Other Related Events and Other Financing and Reorganization Events (in each case, as described further in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus) had been consummated on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma combined financial information is based upon, and should be read together with the accompanying notes to the unaudited pro forma combined financial statements, the audited financial statements of Launch Two and related notes, the NuCube audited consolidated financial statements and related notes, the sections of this proxy statement/prospectus entitled “Launch Two Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of NuCube” and other financial information included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined financial information has been presented for informational purposes only and is not necessarily indicative of what the Combined Company’s financial position or results of operations would have been had the Business Combination and related transactions been completed as of the dates indicated. In addition, the unaudited pro forma combined financial information does not purport to project the future financial position or operating results of the Combined Company following the consummation of the Business Combination. For more information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

Launch Two may not be able to complete the Business Combination or any other business combination within the prescribed timeframe, in which case Launch Two would cease all operations, except for the purpose of winding up, and Launch Two would redeem the Launch Two Class A Ordinary Shares and liquidate.

We may not be able to complete the Business Combination or any other business combination within 24 months from the closing of our IPO. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our Public Shareholders may only receive $10.05 per share, or possibly less, and our warrants will expire without value to the holder. In certain circumstances, our Public Shareholders may receive less than $10.05 per share on the redemption of their shares.

The Business Combination is subject to various closing conditions, including a Minimum Cash Condition, and Launch Two may be unable to complete the Business Combination if such conditions are not satisfied or waived.

Consummation of the Business Combination is subject to the satisfaction or waiver of a number of customary closing conditions, including, among others, the receipt of required approvals from the shareholders of each of Launch Two and NuCube, the effectiveness of the registration statement of which this proxy statement/prospectus forms a part, the approval for listing of the Combined Company’s securities on Nasdaq, and the satisfaction of certain other closing conditions set forth in the Business Combination Agreement. In addition, the completion of the Business Combination is subject to the satisfaction of a Minimum Cash Condition, which may be affected by shareholder redemptions of SPAC public shares and the availability of any third-party financing. There can be no assurance that all of the conditions to the closing of the Business Combination will be satisfied or waived in a timely manner or at all. If any closing condition, including the Minimum Cash Condition, is not satisfied or waived, the Business Combination may not be completed. In such circumstances, Launch Two may be required to seek alternative financing sources, renegotiate transaction terms, or terminate the Business Combination Agreement, any of which could have a material adverse effect on Launch Two and its shareholders.

Since the Sponsor has interests that are different, or in addition to (and which may conflict with), the interests of our Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with NuCube is appropriate as our initial business combination. Such interests include that Sponsor will lose its entire investment in us if our initial business combination is not completed by October 9, 2026 (or such other date as approved by the Launch Two shareholders).

When you consider the recommendation of the Launch Two Board in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Launch Two’s directors and officers have interests in such proposal that are different from, or in addition to, those of Launch Two shareholders and warrant holders generally. The members of the Launch Two Board were aware of and considered these interests when approving the Business Combination Agreement and recommending that Launch Two shareholders approve the Business Combination. The members of the Launch Two Board determined that the overall benefits expected to be received by Launch Two and its shareholders outweighed any potential risk created by the conflicts stemming from these interests. Additionally, the members of the Launch Two Board determined that these interests could be adequately disclosed to shareholders in this proxy statement/prospectus and that Launch Two shareholders could take them into consideration when deciding whether to vote in favor of the proposals set forth herein.

Prior to Launch Two’s IPO, the Sponsor purchased 5,750,000 Launch Two Class B Ordinary Shares, or Founder Shares, for an aggregate purchase price of $25,000, or approximately $0.004 per share, which will automatically convert into Launch Two Class B Common Stock upon the Domestication and will subsequently automatically convert

into Class A Common Stock prior to Closing in accordance with the Interim Charter. All Class A Common Stock will automatically convert into Combined Company Common Stock concurrently with or immediately following the consummation of our initial Business Combination, subject to anti-dilution adjustments. On June 25, 2026, pursuant to the Sponsor Purchase Agreement, HCG agreed to acquire from the Sponsor, in exchange for certain value-added services and other contributions, up to 2,550,000 Founder Shares. Because these Founder Shares were acquired at a nominal price, the Sponsor could realize significant value even if the trading price of our shares following the Business Combination is substantially below the IPO price, and such Founder Shares would be worthless upon a liquidation if we do not complete a Business Combination within the required period, except for any distributions from assets outside the Trust Account. Simultaneously with the IPO, the Sponsor committed $4,500,000 to purchase 4,500,000 Private Placement Warrants at $1.00 per warrant. On June 25, 2026, pursuant to the Sponsor Purchase Agreement, HCG also agreed to acquire from the Sponsor, in exchange for certain value-added services and other contributions, 2,250,000 Private Placement Warrants. These Private Placement Warrants will also expire worthless if we do not complete an initial Business Combination within the Combination Period. Accordingly, if we do not complete an initial Business Combination, the aggregate dollar amount of non-reimbursable funds the Sponsor and its affiliates have at risk would be $4,525,000, representing the $25,000 paid for Founder Shares and $4,500,000 paid for the Private Placement Warrants.

As a result of the low initial purchase price for the Founder Shares and the Private Placement Warrants, the Sponsor, its affiliates and Launch Two’s management team and advisors may earn a positive rate of return on their investment even if Public Shareholders experience a negative rate of return because the post-business combination company subsequently declines in value. In addition, HCG may realize a positive rate of return on the Founder Shares and Private Placement Warrants it agreed to acquire from the Sponsor even if Public Shareholders experience a negative rate of return. Thus, the Sponsor, HCG, our officers and directors, and their respective affiliates may have more of an economic incentive for us to, rather than liquidate if we fail to complete our initial Business Combination within the Combination Period, enter into an initial business combination on terms that may be less favorable, including with a riskier, weaker-performing or less-established business, than would be the case if such parties had paid the same price per share as public investors. In addition, our Sponsor and each of our officers and directors have agreed to waive redemption rights with respect to their Founder Shares and any Public Shares they may acquire, and to waive liquidating distributions from the Trust Account with respect to their Founder Shares, which increases the likelihood of completing an initial business combination relative to liquidation. Our Sponsor, officers and directors have also agreed to vote their Founder Shares and any Public Shares purchased during or after the IPO in favor of our initial Business Combination, which may increase the likelihood of approval relative to the interests of Public Shareholders who do not have similar holdings or agreements.

Launch Two’s officers and directors presently have, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Our Current Charter provides, to the fullest extent permitted by law, that no individual serving as a director or an officer has any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and that we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer and for us. Accordingly, conflicts may not be resolved in Launch Two’s favor and potential business opportunities may be presented to other entities prior to their presentation to Launch Two, subject to applicable fiduciary duties under Cayman Islands law.

Launch Two’s existing directors and officers will be eligible for continued indemnification and continued coverage under Launch Two’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Business Combination Agreement. In order to protect the amounts held in our Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the Trust Account, in each case, net of taxes payable and up to $100,000 of interest to pay dissolution expenses, however, we have not asked our Sponsor to reserve for such indemnity obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its obligations, and we believe the Sponsor’s only assets are securities of our company, so there can be no assurance that this indemnity will be available.

Commencing on the date on which our securities were listed on Nasdaq, we agreed to reimburse an affiliate of our Sponsor $12,500 per month for office space, administrative and shared personnel support services. We may also repay up to $300,000 of loans made by our Sponsor to cover offering-related and organizational expenses and, if we obtain working capital loans from our Sponsor or its affiliates to finance transaction costs in connection with our initial Business Combination, up to $1,500,000 of such loans may be convertible at the option of the lender into additional Combined Company warrants at a price of $1.00 per warrant, which would further dilute Public Shareholders. In addition, prior to or in connection with the completion of our initial Business Combination, we may pay consulting, success or finder fees to our Sponsor or a member of our management team or advisor, or their respective affiliates, and we may engage our Sponsor or an affiliate as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person or entity a market-standard fee; none of these amounts would be payable if no business combination occurs. Pursuant to a Registration Rights Agreement, the Sponsor and certain other holders will have demand and piggyback registration rights with respect to Founder Shares and Private Placement Warrants (and the underlying Class A Ordinary Shares), and, assuming $1,500,000 of working capital loans are converted, we would be obligated to register up to 14,325,000 shares of the Combined Company Common Stock and 8,575,000 Private Placement Warrants at our expense.

In addition, Launch Two’s officers and directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Launch Two’s behalf, such as identifying and investigating possible acquisition targets and business combinations. These expenses will be repaid upon completion of the Business Combination. However, if Launch Two fails to consummate the Business Combination or another initial business combination, they will not have any claim against the Trust Account for repayment or reimbursement. Accordingly, Launch Two may not be able to repay or reimburse these amounts if the Business Combination is not completed.

The existence of these financial and personal interests of the Sponsor, directors and officers may have influenced their motivation in identifying and selecting a business combination target, negotiating and recommending the Business Combination and influencing the operation of the business following the Business Combination. In considering the recommendation of the Launch Two Board to vote for the proposals, shareholders should consider these interests.

The exercise of Launch Two’s directors’ and executive officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in Launch Two’s shareholders’ best interest.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require Launch Two to agree to amend the Business Combination Agreement, to consent to certain actions taken by NuCube or to waive rights to which Launch Two is entitled under the Business Combination Agreement. Such events could arise because of changes in the course of NuCube’s business or a request by NuCube to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement. In any of such circumstances, it would be at Launch Two’s discretion to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is best for Launch Two and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Launch Two does not believe there will be any changes or waivers that Launch Two’s directors and executive officers would be likely to make after shareholder approval of the Business Combination Proposal has been obtained. While certain changes could be made without further shareholder approval, to the extent that the Launch Two Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, Launch Two will notify its shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a Current Report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus.

Launch Two and NuCube will incur significant transaction and transition costs in connection with the Business Combination.

Launch Two and NuCube have both incurred and expect to incur significant costs in connection with consummating the Business Combination and operating as a public company following the consummation of the Business Combination. Launch Two and NuCube may also incur additional costs to retain key employees. Certain transaction expenses incurred in connection with the Business Combination Agreement (including the Business Combination), including legal, accounting, consulting, investment banking and other fees, expenses and costs related to the Business Combination Agreement, will be paid by the Combined Company following the closing of the Business Combination. We estimate transaction expenses (including deferred underwriting fees) incurred by Launch Two and NuCube will be $17.5 million.

Legal proceedings in connection with the Business Combination or otherwise, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.

In connection with business combination transactions similar to the proposed Business Combination, it is not uncommon for lawsuits to be filed against the parties and/or their respective directors and officers alleging, among other things, that the proxy statement/prospectus provided to shareholders contains false and misleading statements and/or omits material information concerning the transaction. Although no such lawsuits have yet been filed in connection with the Business Combination, it is possible that such actions may arise and, if such actions do arise, they generally seek, among other things, injunctive relief and an award of attorneys’ fees and expenses. Defending such lawsuits could require NuCube and Launch Two to incur significant costs and draw the attention of NuCube’s and Launch Two’s management teams away from the consummation of the Business Combination. Further, the defense or settlement of any lawsuit or claim that remains unresolved at the time the Business Combination is consummated may adversely affect the Combined Company’s business, financial condition, results of operations and cash flows. Such legal proceedings could delay or prevent the Business Combination from being consummated within the expected timeframe.

The announcement of the proposed Business Combination could disrupt NuCube’s relationships with its business partners and others, as well as its operating results and business generally.

Risks relating to the impact of the announcement of the Business Combination on NuCube’s and its subsidiaries’ businesses include the following:

•        their employees may experience uncertainty about their future roles, which might adversely affect NuCube and its subsidiaries’ ability to retain and hire key personnel and other employees;

•        business partners and other parties with which NuCube and its subsidiaries maintain business relationships may experience uncertainty about their future and seek alternative relationships with third parties, seek to alter their business relationships with NuCube and its subsidiaries or fail to extend an existing relationship with NuCube and its subsidiaries; and

•        NuCube has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact the Combined Company’s results of operations and cash available to fund its business.

Subsequent to consummation of the Business Combination, the Combined Company may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on the Combined Company’s financial condition, results of operations and the Combined Company’s share price, which could cause you to lose some or all of your investment.

We cannot assure you that the due diligence conducted in relation to NuCube and its subsidiaries has identified all material issues or risks associated with NuCube and its subsidiaries or the industries in which they compete.

Furthermore, Launch Two cannot assure you that factors outside of NuCube’s and Launch Two’s control will not later arise. As a result of these factors, the Combined Company may be exposed to liabilities and incur additional costs and expenses and the Combined Company may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in the Combined Company’s reporting losses. Even if Launch Two’s due diligence has identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Launch Two’s preliminary risk analysis. If any of these risks materialize, this could have a material adverse effect on the Combined Company’s financial condition and results of operations and could contribute to negative market perceptions about our securities or the Combined Company. Additionally, Launch Two has no indemnification rights under the Business Combination Agreement.

Accordingly, any shareholders or warrant holders of Launch Two who choose to remain the Combined Company Stockholders or warrant holders following the Business Combination could suffer a reduction in the value of their shares, warrants and units. Such shareholders or warrant holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Launch Two’s directors or officers of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

We may not be able to complete an initial business combination because such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

Our initial business combination may be subject to regulatory review and approval requirements by governmental entities or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved.

Our sponsor is a limited liability company formed in Delaware. Ryan Gilbert, an advisor to Launch Two and a U.S. citizen, is sole managing member of the Sponsor. While our sponsor is not controlled by a non-U.S. person and, to the best of our knowledge, other than the members holding a minority interest in the sponsor, the sponsor does not have substantial ties with any non-U.S. persons, investments that result in “control” of a U.S. business by a foreign person are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes and less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants may be worthless. Holders of our warrants will not receive any distribution from the Trust Account or other liquidation proceeds in respect of their warrants, and the warrants will expire worthless.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

The completion of the Business Combination is conditioned on there being no orders, injunctions or decrees by any court or regulatory authority of competent jurisdiction in effect that would prohibit or make illegal the completion of the Business Combination. Launch Two and NuCube believe that the Business Combination should not raise significant regulatory concerns and that Launch Two and NuCube will be able to obtain all requisite regulatory approvals in a timely manner. However, Launch Two and NuCube cannot be certain when or if regulatory approvals will be obtained or, if obtained, the conditions that may be imposed. In addition, neither Launch Two nor NuCube can provide assurance that any such conditions, terms, obligations or restrictions will not result in delay. See the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Closing Conditions.”

Investors may not have the same benefits as an investor in an underwritten public offering.

Launch Two is already a publicly traded company. Therefore, the Business Combination and the transactions described in this proxy statement/prospectus are not an underwritten initial public offering of Launch Two’s securities and differ from an underwritten initial public offering in several significant ways, which include, but are not limited to, the following:

Like other business combinations and spin-offs, in connection with the Business Combination, investors will not receive the benefits of the due diligence performed by the underwriters in an underwritten public offering. Investors in an underwritten public offering may benefit from the role of the underwriters in such an offering. In an underwritten public offering, an issuer initially sells its securities to the public market via one or more underwriters, who distribute or resell such securities to the public. Underwriters have liability under the U.S. securities laws for material misstatements or omissions in a registration statement pursuant to which an issuer sells securities. Because the underwriters have a “due diligence” defense to any such liability by, among other things, conducting a reasonable investigation, the underwriters and their counsel conduct a due diligence investigation of the issuer. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. Auditors of the issuer will also deliver a “comfort” letter with respect to the financial information contained in the registration statement. In making their investment decision, investors have the benefit of such diligence in underwritten public offerings. Launch Two’s investors must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an independent underwriter in a public securities offering. While sponsors, private investors and management in a business combination transaction undertake a certain level of due diligence, and financial advisors or placement agents engaged in connection with the Business Combination or any Financing Transaction may conduct due diligence and receive comfort letters or other customary deliverables, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering. Therefore, there could be a heightened risk of an incorrect valuation of NuCube’s business or material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on Nasdaq on the trading day immediately following the Closing, there will be no traditional “roadshow” or book building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-closing trades on Nasdaq. Therefore, buy and sell orders submitted prior to and at the opening of initial post-closing trading of our securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten IPO. Also, in the case of a SPAC transaction, the value of the target company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the Business Combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the Business Combination Agreement and the Closing.

Moreover, there will be no underwriters assuming risk in connection with an initial resale of our securities or helping to stabilize, maintain or affect the public price of our securities following the Closing. We will not engage in, and have not and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with our securities that will be outstanding immediately following the Closing. In addition, since we will become public through a merger, securities analysts of major brokerage firms may not provide coverage of us since there is no incentive to brokerage firms to recommend the purchase of our common stock. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on our behalf. All of these differences from an underwritten public offering of our securities could result in a more volatile price for our securities.

Further, since there will be no traditional “roadshow,” there can be no guarantee that any information made available in this proxy statement/prospectus and/or otherwise disclosed or filed with the SEC will have the same impact on investor education as a traditional “roadshow” conducted in connection with an underwritten initial public offering. As a result, there may not be efficient or sufficient price discovery with respect to the securities or sufficient demand among potential investors immediately after the Closing, which could result in a more volatile price for the securities.

In addition, the Sponsor, certain members of the Launch Two Board and its officers, as well as their respective affiliates and permitted transferees, have interests in the Business Combination that are different from or are in addition to those of holders of our securities following completion of the Business Combination, and that would not be present in an underwritten public offering of our securities. Such interests may have influenced Launch Two Board in making their recommendation that Launch Two shareholders vote in favor of the approval of the Business Combination and the other proposals described in this proxy statement/prospectus. See the section entitled “Shareholder Proposal 1 — The Business Combination Proposal — Interests of Launch Two’s Sponsor, Directors, Officers and Advisors in the Business Combination.”

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if we became a publicly listed company through an underwritten IPO instead of upon completion of the Business Combination.

The historical financial results of NuCube and unaudited pro forma financial information included elsewhere in this prospectus may not be indicative of what the Combined Company’s actual financial position or results of operations would have been.

The historical financial results of NuCube included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a standalone company during the periods presented or those the Combined Company will achieve in the future. This is primarily the result of the following factors: (i) the Combined Company will incur additional ongoing costs as a result of the Business Combination, including costs related to public company reporting, investor relations and compliance with the Sarbanes-Oxley Act; and (ii) the Combined Company’s capital structure will be different from that reflected in such historical financial statements. The Combined Company’s financial condition and future results of operations may be materially different from amounts reflected in Launch Two’s historical financial statements included elsewhere in this proxy statement/prospectus, so it may be difficult for investors to compare the Combined Company’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information in this proxy statement/prospectus is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Launch Two being treated as the “acquired” company for financial reporting purposes in the Business Combination and the number of Launch Two Class A Ordinary Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information may not be indicative of the Combined Company’s future operating or financial performance and the Combined Company’s actual financial condition and results of operations may vary materially from the Combined Company’s pro forma results of operations and balance sheet contained elsewhere in this proxy statement/prospectus, including as a result of such assumptions not being accurate. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”

The calculation of the number of shares of the Combined Company to be issued to NuCube Stockholders in the Transactions will not be adjusted if there is a change in the value of NuCube before the Closing.

The number of shares of Combined Company Common Stock to be issued to NuCube Stockholders in the Transactions will not be adjusted if there is a change in the value of NuCube before the Closing. As a result, the actual value of Combined Company Common Stock to be received by NuCube Stockholders in the Transactions will depend on the value of such shares at and after the Closing.

Neither NuCube Stockholders nor Launch Two shareholders will be entitled to appraisal rights in connection with the Business Combination.

Appraisal rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value for their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. NuCube shareholders are not entitled to appraisal rights in connection with the Business Combination. Launch Two’s shareholders are not entitled to appraisal rights in connection with the Business Combination under the Cayman Islands Companies Act. As a result, shareholders will not have recourse to a court to challenge the fairness of the consideration to be received in the Business Combination.

The Business Combination is subject to the satisfaction or waiver of certain conditions, which may not be satisfied or waived on a timely basis, if at all.

The consummation of the Business Combination is subject to customary closing conditions for transactions involving special purpose acquisition companies, any one or more of which may be waived (subject to compliance with applicable law), including, among others:

•        no governmental authority of competent jurisdiction shall have enacted, issued or granted any law (whether temporary, preliminary or permanent), in each case that is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction;

•        Combined Company Common Stock issuable pursuant to the Business Combination shall have been approved for listing on Nasdaq, subject to official notice of issuance;

•        the parties shall each have performed and complied in all material respects with the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or prior to filing, or a later date as agreed to by the parties;

•        customary bring-down conditions related to the accuracy of the parties’ respective representations, warranties and pre-Closing covenants in the Business Combination Agreement;

•        the Combined Company’s Registration Statement to be filed with the United States Securities and Exchange Commission shall have become effective; and

•        Launch Two’s shareholder approval

To the extent that the Launch Two Board determines that any modifications by the parties, including any waivers of any conditions to the Closing, materially change the terms of the Business Combination, Launch Two will notify its shareholders in a manner reasonably calculated to inform them about the modifications as may be required by law, by publishing a press release, filing a Current Report on Form 8-K and/or circulating a supplement to this proxy statement/prospectus.

See the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Conditions to Closing” for additional information.

Following the consummation of the Business Combination, the Combined Company’s only significant asset will be its ownership interest in NuCube, and such ownership may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Combined Company Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, the Combined Company will have no direct operations and no significant assets other than its ownership of NuCube. Launch Two Public Shareholders and NuCube Stockholders immediately prior to the Business Combination will become stockholders of the Combined Company. We will depend on NuCube for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly traded company and to pay any dividends with respect to Combined Company Common Stock. The financial condition and operating requirements of NuCube may limit our ability to obtain cash from NuCube. The earnings from, or other available assets of, NuCube may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on Combined Company Common Stock or satisfy our other financial obligations.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon our financial condition and results of operations.

The Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares or warrants from public shareholders prior to the consummation of the Business Combination, which may influence the vote on the Business Combination and reduce the public “float” of our securities.

At any time prior to the Extraordinary General Meeting, subject to applicable securities laws (including with respect to material non-public information and guidance with respect to the application of Rule 14e-5 under the Exchange Act), the Sponsor and Launch Two’s directors, officers, advisors or their respective affiliates may purchase shares or warrants in privately negotiated transactions or in the open market or provide third parties with incentives to acquire Public Shares or Public Warrants, vote their Public Shares in favor of the Business Combination or not redeem their Public Shares or Public Warrants. However, they have no current commitments, plans or intentions to engage in any such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase shares or warrants in such transactions. If any such persons engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act or other federal securities laws. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of Launch Two’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor or Launch Two’s directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

The purpose of such purchases could be to increase the likelihood of obtaining shareholder approval of the Business Combination, subject to the limitations on voting contained in applicable SEC staff interpretations of Rule 14e-5 under the Exchange Act or to increase the proceeds from the Trust Account released to the Combined Company, including where it appears that the Minimum Cash Condition would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Launch Two Class A Ordinary Shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor and Launch Two’s officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom the Sponsor or Launch Two’s officers, directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Launch Two Class A Ordinary Shares) following our mailing of proxy materials in connection with the Business Combination. To the extent that the Sponsor or Launch Two’s officers, directors, advisors or their affiliates enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their intention to redeem their shares for a pro rata share of the Trust Account or vote against the Business Combination but only if such shares have not already been voted at the extraordinary general meeting or such vote or redemption remains revocable under the applicable proxy and redemption procedures. The Sponsor and Launch Two’s officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal securities laws.

To the extent that the Sponsor or Launch Two’s officers, directors, advisors or their affiliates enter into any such private purchase, prior to the extraordinary general meeting, Launch Two will file a current report on Form 8-K to disclose (1) the amount of securities purchased in any such purchases, along with the purchase price; (2) the purpose of any such purchases; (3) the impact, if any, of any such purchases on the likelihood that the business combination transaction will be approved; (4) the identities or the nature of the securityholders (e.g., 5% securityholders) who sold their securities in any such purchases; and (5) the number of securities for which Launch Two has received redemption requests pursuant to its shareholders’ redemption rights in connection with the Business Combination.

Any purchases by the Sponsor or Launch Two’s officers, directors and/or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and Launch Two’s officers, directors and/or their affiliates will not make purchases of Launch Two Class A Ordinary Shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.

During the pendency of the Business Combination, Launch Two and NuCube may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Further, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of Launch Two and NuCube to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during the interim period prior to Closing. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party, which transactions, if any materialized and were pursued, could have been or could be favorable to such party’s shareholders.

If third parties bring claims against Launch Two, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share (which was the amount per unit initially held in the Trust Account following our IPO).

Launch Two’s placing of funds in the Trust Account may not protect those funds from third-party claims against Launch Two. Although Launch Two has sought and will seek to have all vendors, service providers (other than our independent auditors), prospective target businesses and other entities with which we do business execute agreements with Launch Two waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would

be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary duty or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Launch Two’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Launch Two Management will perform an analysis of the alternatives available to it and will enter into an agreement with a third-party that has not executed a waiver only if management believes that such third-party’s engagement would be significantly more beneficial to Launch Two than any alternative.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of Launch Two’s Public Shares, if Launch Two has not completed a business combination within the required time period, or upon the exercise of a redemption right in connection with Launch Two’s business combination, Launch Two will be required to provide for payment of claims of creditors that were not waived that may be brought against Launch Two within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.05 per public share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Launch Two if and to the extent any claims by a third-party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which Launch Two has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.05 per public share or (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the IPO Underwriter against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. Launch Two has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of Launch Two’s company. The Sponsor may not have sufficient funds available to satisfy those obligations. Launch Two has not asked the Sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for Launch Two’s business combination and redemptions could be reduced to less than $10.05 per public share. In such event, Launch Two may not be able to complete the business combination, and shareholders would receive such lesser amount per share in connection with any redemption of the Public Shares. None of Launch Two’s directors or officers will indemnify Launch Two for claims by third parties including, without limitation, claims by vendors.

If, after Launch Two distributes the proceeds in the Trust Account to its Public Shareholders, Launch Two files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Launch Two that is not dismissed, a bankruptcy court may seek to recover such proceeds, and Launch Two and the Launch Two Board may be exposed to claims of punitive damages.

If, after Launch Two distributes the proceeds in the Trust Account to the Public Shareholders, Launch Two files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Launch Two that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. As a result, a liquidator could seek to recover some or all amounts received by Launch Two’s Public Shareholders. In addition, the Launch Two Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing it and Launch Two to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Launch Two cannot assure you that claims will not be brought against Launch Two for these reasons. Launch Two and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while Launch Two was unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands.

If, before distributing the proceeds in the Trust Account to our public shareholders, Launch Two files an insolvency or bankruptcy petition or an involuntary insolvency or bankruptcy petition is filed against Launch Two that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per share amount that would otherwise be received by Launch Two’s shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to Launch Two’s Public Shareholders, Launch Two files a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against Launch Two that is not dismissed, the proceeds held in the Trust Account could be subject to applicable insolvency law, and may be included in Launch Two’s liquidation estate and subject to the claims of third parties with priority over the claims of Launch Two’s Public Shareholders. To the extent any liquidation claims deplete the Trust Account, the per share amount that would otherwise be received by Launch Two’s shareholders in connection with Launch Two’s liquidation may be reduced.

Launch Two’s Public Shareholders may be held liable for claims by third parties against Launch Two to the extent of distributions received by them upon redemption of their Public Shares.

If Launch Two is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Launch Two was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Launch Two’s Public Shareholders. Furthermore, Launch Two’s directors may be viewed as having breached their fiduciary duties to Launch Two or Launch Two’s creditors or may have acted in bad faith, and thereby exposing themselves and our company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Launch Two cannot assure you that claims will not be brought against Launch Two for these reasons.

Launch Two’s Public Shareholders will experience immediate dilution as a consequence of the issuance of Combined Company Common Stock as consideration in the Business Combination and due to future issuances pursuant to the Incentive Plan. Having a minority share position may reduce the influence that Launch Two’s current shareholders have on the management of the Combined Company.

It is anticipated that, immediately following the Business Combination, on a fully-diluted basis, (1) our Public Shareholders are expected to own approximately 21.1% (assuming the no redemptions scenario) and 9.0% (assuming the maximum redemption scenario) of the outstanding Combined Company Common Stock, (2) NuCube equity holders are expected to collectively own approximately 56.5% (assuming the no redemptions scenario) or 65.3% (assuming the maximum redemption scenario) of the outstanding Combined Company Common Stock, the Sponsor and HCG are expected to collectively own approximately 7.0% (assuming the no redemptions scenario) or 5.5% (assuming the maximum redemption scenario) of the outstanding Combined Company Common Stock, (3) directors and executive officers of Launch Two are expected to own approximately [    ]% (assuming the no redemptions scenario) or [    ]% (assuming the maximum redemption scenario), (4) Launch Two Public Warrants are expected to represent an ownership interest of approximately 10.5% (assuming the no redemptions scenario) or 12.1% (assuming the maximum redemption scenario), in each case upon exercise thereof, (5) Launch Two Private Placement Warrants are expected to represent an ownership interest of approximately 4.5% (assuming the no redemptions scenario) or 5.1% (assuming the maximum redemption scenario), in each case upon exercise thereof. These percentages assume that the Combined Company issues 46,210,720 shares of Combined Company Common Stock to former stockholders of NuCube as of immediately prior to the Closing, (ii) include the impact of the exercise of all the Combined Company Warrants that will be outstanding following the Business Combination and (iii) assume the Closing occurs on [    ]. If the actual facts are different from these assumptions, the percentage ownership retained by Launch Two’s existing Public Shareholders in the Combined Company will be different.

In addition, NuCube employees, consultants and non-employee directors are expected to be granted equity awards under the Incentive Plan following the Business Combination. You will experience additional dilution when those equity awards become vested and settled or exercisable, as applicable, for shares of Combined Company Common Stock.

The issuance of additional common stock will significantly dilute the equity interests of existing holders of Launch Two Securities and may adversely affect prevailing market prices for our Public Shares or Public Warrants.

Upon completion of the Business Combination, the Sponsor will beneficially own a significant equity interest in the Combined Company and may take actions that conflict with the interests of Launch Two’s Public Shareholders. The interests of the Sponsor may not align with the interests of Launch Two’s Public Shareholders in the future. The Sponsor and its affiliates are in the business of making investments in companies and may acquire and hold interests in businesses that compete directly or indirectly with the Combined Company. The Sponsor and its affiliates may also pursue acquisition opportunities that may be complementary to the Combined Company’s business and, as a result, those acquisition opportunities may not be available to the Combined Company. In addition, the Sponsor may have an interest in the Combined Company pursuing acquisitions, divestitures and other transactions that, in their judgment, could enhance their investment, even though such transactions might involve risks to the Combined Company and its stockholders.

The net cash available to the Combined Company from the Trust Account and any Financing Transaction in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the Combined Company Common Stock to be issued to NuCube Stockholders.

In recent litigation following the closing of other “deSPAC” transactions, plaintiffs have alleged that it was a material omission for the SPAC not to have disclosed in its proxy statement/prospectus that the “net cash per public share” of the SPAC was materially below the price per share ascribed to the combined company’s shares to be issued to the target shareholders in the business combination. While such litigation has been brought against Delaware SPACs in Delaware courts (and Launch Two is a Cayman Islands exempted company), and without acknowledging the relevance of the net cash per share information or the merits of any such claim, Public Shareholders should be aware that the net cash available to the Combined Company from the Trust Account and any Financing Transaction in respect of each Public Share that is not redeemed will be materially less than the assumed approximately $10.82 per share ascribed in the Business Combination Agreement to the Combined Company Common Stock to be issued to NuCube Stockholders (which is equal to the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of [•]) due to expenses attributable to Launch Two and NuCube and dilution from the Founder Shares that will remain outstanding upon the Closing.

For illustrative purposes, using an assumed Redemption Price of approximately $10.83 per share per the Trust balance as of August 31, 2026, (1) under the No Redemptions Scenario, such amount would be equal to $7.34 per share, which is the quotient of (a) $242.9 million, including (i) approximately $249.2 million in cash from the Trust Account (as of August 31, 2026, assuming no redemptions at $10.83 per share), less (ii) the amount of estimated transaction expenses of $6.3 million, divided by (b) 33,075,000, which is the sum of (i) 23,000,000 (which is the number of Public Shares outstanding assuming no redemptions), plus (ii) 5,250,000 (which is the number of Founder Shares that will remain outstanding upon the Closing, held by Launch Two’s initial shareholders), plus (iii) 4,825,000 (which is the number of shares underlying the Private Placement Warrants held by Launch Two’s initial shareholders), and (2) under the maximum redemption scenario, such amount would be equal to $4.62 per share, which is the quotient of (a) $86.0 million, including (i) approximately $92.3 million in cash remaining in the Trust Account (after redemptions of $157.0 million under the maximum redemption scenario at $10.83 per share), less (ii) the amount of estimated transaction expenses of $6.3 million, divided by (b) 18,593,050, which is the sum of (i) 8,518,050 (which is the number of Public Shares that remain outstanding assuming the maximum redemption scenario), plus (ii) 5,250,000 (which is the number of Founder Shares that will remain outstanding upon the Closing, held by Launch Two’s initial shareholders), plus (iii) 4,825,000 (which is the number of shares underlying the Private Placement Warrants held by Launch Two’s initial shareholders). In either case, such “net cash per public share” would be less than the assumed approximately $10.82 price per share ascribed to the Combined Company Common Stock to be issued to NuCube Stockholders in the Business Combination Agreement. This calculation does not take into account that, upon the Closing, NuCube will be part of the Combined Company along with the cash from the Trust Account and any Financing Transaction, and all stockholders of the Combined Company — not just the Public Shareholders — will bear the dilutive impact of the transaction expenses, the Founder Shares and the Private Placement Warrants.

Launch Two Warrants will become exercisable for Combined Company Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to the Combined Company’s stockholders.

We will have 11,500,000 Public Warrants outstanding and 7,075,000 Private Placement Warrants (plus up to 1,500,000 additional private placement-equivalent warrants upon conversion of working capital loans, if any). Each whole warrant entitles the holder to purchase one Class A Ordinary Share at $11.50 per share, will become exercisable

30 days after our initial business combination, and will expire five years thereafter or earlier upon redemption or our liquidation. Exercises will dilute holders and increase the number of shares eligible for resale, which could adversely affect the market price of the Combined Company Common Stock. We will receive proceeds only from cash exercises; if a registration statement covering the underlying shares is not effective or a current prospectus is not available, or if our shares are not “covered securities,” holders may be required or entitled to exercise on a cashless basis, resulting in fewer shares issued and reduced or no cash proceeds to us.

We may redeem the Public Warrants for $0.01 per warrant, in whole and not in part, on 30 days’ prior notice after they become exercisable if the closing price of the Combined Company Common Stock equals or exceeds $18.00 for any 20 trading days within a 30-trading day period, which could force holders to exercise, sell at the then-current market price, or accept the nominal redemption price; we will not redeem on this basis unless a registration statement covering the underlying shares is then effective and a current prospectus is available throughout the measurement period. The terms of the public warrants may be amended adversely to holders with the approval of at least 50% of the then-outstanding Public Warrants (and, for Private Placement Warrants or working capital warrants, with the approval of at least 50% of the applicable class), which could, among other things, increase the exercise price, decrease the number of shares purchasable, shorten the exercise period, or convert the warrants into cash or other securities. There is no guarantee the Public Warrants will ever be in the money and they may expire worthless; moreover, if we issue additional shares or equity-linked securities in connection with our initial business combination at an effective price of less than $9.20 per share and certain other conditions are met, the warrant exercise price and the $18.00 redemption trigger may be adjusted upward, which could affect the value of the Warrants.

The exercise price of the Launch Two Warrants is subject to potential adjustment in the event Launch Two issues additional ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of a business combination at a price of less than $9.20 per share.

The Launch Two Warrant Agreement governing the Launch Two Warrants provides that if (x) Launch Two issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with its business combination at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Launch Two Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of Launch Two’s Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which we consummate the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price in the Launch Two Warrants will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Whether or not this provision would result in anti-dilution adjustments to the Launch Two Warrants cannot be determined until after the consummation of the Business Combination. However, in the event that this provision were expected to be triggered, it could: (i) have an adverse impact on the trading price of Combined Company Common Stock, (ii) lead to an increase in the number of redemptions of Launch Two Class A Ordinary Shares and (iii) make it more difficult to consummate the Business Combination.

Launch Two’s shareholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Launch Two’s shareholders may therefore be forced to redeem or sell their Launch Two Class A Ordinary Shares or Launch Two Public Warrants in order to liquidate their investment, potentially at a loss.

Launch Two’s shareholders will be entitled to receive funds from the Trust Account only: (i) in the event of the redemption of Launch Two Class A Ordinary Shares if we do not complete the Business Combination within the completion window, (ii) in connection with a shareholder vote to amend our Current Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial Business

Combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the Business Combination. See the section of this proxy statement/prospectus entitled “Extraordinary General Meeting of Launch Two — Redemption Rights.”

Even if the Business Combination is consummated, the Public Warrants may never be in the money, and they may expire worthless and the terms of the warrants may be amended in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

The Public Warrants were issued in registered form under a Warrant Agreement, dated October 7, 2024, by and between CST, as warrant agent, and Launch Two. The Launch Two Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding Public Warrants to make any other change that affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding Public Warrants approve of such amendment.

Although Launch Two’s ability to amend the terms of the Public Warrants with the consent of at least 50% of the then outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of Combined Company Common Stock purchasable upon exercise of a warrant.

Launch Two may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

Once the warrants become exercisable, we may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption if, and only if, the last reported sale price of the Combined Company Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing at least 30 days after the completion of our initial Business Combination and ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.

We will not redeem the warrants as described above unless a registration statement under the Securities Act covering the issuance of the Combined Company Common Stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares is available throughout the measurement period. In addition, if and when the warrants become redeemable by us, we may be unable to exercise our redemption right if the issuance of Class A ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws and we are unable to effect such registration or qualification.

Redemption of the outstanding warrants as described above could force you to exercise your warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, to sell your warrants at the then-current market price when you might otherwise wish to hold them, or to accept the nominal redemption price of $0.01 per warrant, which is likely to be substantially less than the market value of your warrants at the time of redemption. The price of the Combined Company Common Stock may fall below both the $18.00 redemption trigger and the $11.50 exercise price after we issue a redemption notice, in which case you would be forced to accept the nominal redemption price unless you exercised before the redemption date.

Holders may exercise the warrants only if a registration statement covering the Combined Company Common Stock issuable upon exercise is then effective and a current prospectus relating to those shares is available, or if we permit cashless exercise under the circumstances specified in the warrant agreement. If a registration statement is not effective by the applicable deadline or we are otherwise unable to maintain a current prospectus, holders may be unable to exercise their warrants for cash and, in certain circumstances, may be limited to a “cashless” exercise, which would result in the receipt of fewer shares upon exercise than would be received upon a cash exercise. In no event will we be required to net cash settle any warrant.

There will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless if we fail to complete our initial business combination within the prescribed time period. Moreover, the issuance of a substantial number of Class A ordinary shares upon exercise of the warrants could increase the number of issued and outstanding shares and may make us a less attractive business combination partner, and the potential dilutive effect of the warrants could adversely affect the market price of the Combined Company Common Stock.

Nasdaq may not list the Combined Company’s securities on its exchange, which could limit investors’ ability to make transactions in the Combined Company’s securities and subject the Combined Company to additional trading restrictions.

In connection with the Business Combination, the Combined Company will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which may be more rigorous than the Nasdaq’s continued listing requirements which Launch Two is listed on. Launch Two will apply to have the Combined Company’s securities listed on Nasdaq upon consummation of the Business Combination. Launch Two cannot assure you that the Combined Company will be able to meet all initial listing requirements. Even if the Combined Company’s securities are listed on Nasdaq, the Combined Company may be unable to maintain the listing of its securities in the future.

If the Combined Company fails to meet the initial listing requirements and Nasdaq does not list its securities on its exchange, neither Launch Two nor NuCube would be required to consummate the Business Combination. In the event that Launch Two and NuCube elected to waive this condition, and the Business Combination was consummated without the Combined Company’s securities being listed on the Nasdaq, or on another national securities exchange, the Combined Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for Launch Two’s securities;

•        reduced liquidity for the Combined Company’s securities;

•        a determination that Combined Company Common Stock is a “penny stock” which will require brokers trading in Combined Company Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the Combined Company’s securities;

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”

If the Combined Company’s securities were not listed on Nasdaq, such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.

The market price of shares of Combined Company Common Stock after the Business Combination may be affected by factors different from those currently affecting the price of the Ordinary Shares.

The market value of Combined Company securities at the effective time of the Business Combination may vary significantly from their respective values on the date the Business Combination Agreement was executed or at other dates. Because the exchange ratio with respect to the shares of Combined Company Common Stock to be issued in the Business Combination is fixed and will not be adjusted to reflect any changes in the market value of shares of Launch Two Class A Ordinary Shares, the market value of the shares of Combined Company Common Stock issued in connection with the Business Combination may be higher or lower than the values of those shares on earlier dates, and may be higher or lower than the value used to determine the exchange ratio. Stock price changes may result from a variety of factors, including changes in the business, operations or prospects of Launch Two, regulatory considerations, and general business, market, industry or economic conditions. Many of these factors are outside of the control of Launch Two.

Additionally, upon completion of the Business Combination, NuCube Stockholders will become holders of shares of Combined Company Common Stock. Prior to the Business Combination, Launch Two has had limited operations. Upon completion of the Business Combination, the Combined Company’s results of operations will depend upon the performance of NuCube, which is affected by factors that are different from those currently affecting the results of operations of Launch Two.

If the Business Combination’s benefits do not meet the expectations of financial analysts, the market price of Combined Company Common Stock may decline.

The market price of Combined Company Common Stock may decline as a result of the Business Combination if the Combined Company does not achieve the perceived benefits of the Business Combination as rapidly, or to the extent anticipated by, financial analysts or the effect of the Business Combination on the Combined Company’s

financial results is not consistent with the expectations of financial analysts. Accordingly, holders of Launch Two Securities may experience a loss as a result of a decline in the market price of Combined Company Common Stock. In addition, a decline in the market price of Combined Company Common Stock could adversely affect the Combined Company’s ability to issue additional securities and to obtain additional financing in the future.

If securities or industry analysts do not publish research or reports about the Combined Company’s business, if they change their recommendations regarding the Combined Company Common Stock or if the Combined Company’s operating results do not meet their expectations, the Combined Company Common Stock price and trading volume could decline.

The trading market for the Combined Company Common Stock will depend in part on the research and reports that securities or industry analysts publish about the Combined Company or its businesses. If no securities or industry analysts commence coverage of the Combined Company, the trading price for the Combined Company Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover the Combined Company downgrade its securities or publish unfavorable research about its businesses, or if the Combined Company’s operating results do not meet analyst expectations, the trading price of the Combined Company Common Stock would likely decline. If one or more of these analysts cease coverage of the Combined Company or fail to publish reports on the Combined Company regularly, demand for the Combined Company Common Stock could decrease, which might cause the Combined Company Common Stock price and trading volume to decline.

Termination of the Business Combination Agreement could negatively impact Launch Two.

If the Business Combination is not completed for any reason, including as a result of Launch Two shareholders declining to approve the proposals required to effect the Business Combination, the ongoing businesses of Launch Two may be adversely impacted and, without realizing any of the anticipated benefits of completing the Business Combination, Launch Two would be subject to a number of risks, including the following:

•        Launch Two may experience negative reactions from the financial markets, including negative impacts on its share price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed);

•        Launch Two will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and

•        since the Business Combination Agreement restricts the conduct of Launch Two’s businesses prior to completion of the Business Combination, Launch Two may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Covenants” of this proxy statement/prospectus for a description of the restrictive covenants applicable to Launch Two).

If the Business Combination Agreement is terminated and the Launch Two Board seeks another business combination target, Launch Two shareholders cannot be certain that Launch Two will be able to find another acquisition target that would constitute a business combination or that such other business combination will be completed. See the section entitled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement — Termination.”

Launch Two’s independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about Launch Two’s ability to continue as a “going concern.”

As of June 30, 2026, Launch Two had cash and marketable securities held in the Trust Account of $247,681,325 and cash of $858 and a working capital deficit of $1,002,980. Further, Launch Two has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. Launch Two intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete its business combination. To the extent that Launch Two’s share capital or debt is used, in whole or in part, as consideration to complete a business combination, the Remaining Proceeds will be used as working capital to finance the operations of the target business or businesses, make other acquisitions

and pursue our growth strategies. If Launch Two does not complete the Business Combination with NuCube, it intends to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination. Launch Two cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. These factors, among others, raise substantial doubt about Launch Two’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from Launch Two’s inability to continue as a going concern.

Neither Launch Two nor its shareholders will have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the Merger Consideration in the event that any of the representations and warranties made by NuCube in the Business Combination Agreement ultimately proves to be inaccurate or incorrect.

The representations and warranties contained in the Business Combination Agreement will not survive the completion of the Business Combination, and only the covenants and agreements that by their terms survive such time will do so. As a result, Launch Two and its shareholders will not have the protection of any indemnification, escrow, purchase price adjustment or other provisions that allow for a post-closing adjustment to be made to the Merger Consideration if any representation or warranty made by NuCube in the Business Combination Agreement proves to be inaccurate or incorrect. Accordingly, to the extent such representations or warranties are incorrect, our financial condition or results of operations could be adversely affected.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination or continue our operations at all.

The SEC’s adopting release with respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an unregistered investment company.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including (i) restrictions on the nature of our investments; and (ii) restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. Furthermore, we may be required to change our operations, wind down our operations, or register as an investment company under the Investment Company Act.

In addition, we may have imposed upon us burdensome requirements, including: (i) registration as an investment company; (ii) adoption of a specific form of corporate structure; and (iii) reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We are mindful of the SEC’s investment company definition and guidance and intend to complete an initial business combination with an operating business, and not with an investment company, or to acquire minority interests in other businesses exceeding the permitted threshold.

We do not believe that our business activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account were initially invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended business combination. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk

increases the longer that we hold investments in the Trust Account, we may, at any time, instruct CST, as trustee of the Trust Account, to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

Pursuant to the Trust Agreement, CST is not permitted to invest the funds in the Trust Account in securities or assets other than as described above. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intended to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our initial public offering was not intended for persons who were seeking a return on investments in government securities or investment securities. The Trust Account is intended solely as a temporary depository for funds pending the earliest to occur of: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Current Charter (x) in a manner that would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination within the Combination Period; or (y) with respect to any other provision relating to the rights of holders of our Public Shares or pre-initial business combination activity; or (iii) absent an initial business combination within the Combination Period, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares.

We are aware of litigation claiming that certain SPACs should be considered investment companies. Although we believe that these claims are without merit, we cannot guarantee that we will not be deemed to be an investment company and thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete an initial business combination or may result in our liquidation.

To mitigate the risk that Launch Two might be deemed to be an investment company for purposes of the Investment Company Act, Launch Two may, at any time, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account until the earlier of the consummation of a business combination or Launch Two’s liquidation. As a result, Launch Two may receive less interest on the funds held in the Trust Account than the interest Launch Two would have received pursuant to Launch Two’s original Trust Account investments, which could reduce the dollar amount Launch Two’s Public Shareholders would receive upon any redemption or Launch Two’s liquidation.

The funds in the Trust Account have, since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of Launch Two being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, Launch Two may, at any time, instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the consummation of a business combination or the liquidation of Launch Two. Launch Two intends to take such steps in the event that the proposed Business Combination with NuCube is not consummated or, in the event that Launch Two, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with NuCube. However, the risks described herein exist even if no such material delay occurs or is determined to be reasonably likely to occur. Following such liquidation, Launch Two may receive less interest on the funds held in the Trust Account than the interest Launch Two would have received pursuant to its original Trust Account investments. However, interest previously earned on the funds held in the Trust Account still may be released to Launch Two to pay its taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the investments held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account could reduce the dollar amount the Public Shareholders would receive upon any redemption or Launch Two’s liquidation.

The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations, the greater the risk that Launch Two may be deemed to be an unregistered investment company, in which case Launch Two may be required to liquidate. Accordingly, Launch Two may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in an interest-bearing demand deposit

account, which could further reduce the dollar amount the Public Shareholders would receive upon any redemption or Launch Two’s liquidation, and Launch Two expects to proceed with such steps in the event that that proposed Business Combination with NuCube is not consummated or in the event that Launch Two, in its sole discretion, determines there to be a reasonable likelihood of a material delay to the consummation of the proposed Business Combination with NuCube. Were Launch Two to liquidate, Launch Two Warrants would expire worthless, and Launch Two’s securityholders would lose the investment opportunity associated with an investment in the Combined Company, including any potential price appreciation of Launch Two’s securities.

The ability of Launch Two shareholders to exercise redemption rights with respect to a large number of Public Shares, the terms of the proposed Business Combination or other factors may not allow Launch Two to complete the Business Combination or optimize its capital structure.

Under the terms of the Business Combination Agreement, it is a condition to Launch Two’s and NuCube’s respective obligations to consummate the Business Combination, waivable by both parties, that, at the Closing, the Combined Company will receive cash and cash equivalents, of at least $75.0 million, after satisfaction of all unpaid Expenses of Launch Two and unpaid Expenses of NuCube, including funds remaining in the Trust Account (after satisfaction of required redemption payments) and net proceeds from Financing Transactions, if any such transactions are identified and consummated in connection with the proposed Business Combination in accordance with the terms and provisions contained in the Business Combination Agreement.

In addition, Launch Two shareholders may have an economic incentive to exercise their redemption rights in connection with the Business Combination. Public Shareholders are entitled to redeem their shares for a pro rata portion of the funds held in the Trust Account, which is expected to be approximately $[•] per share at the time of the shareholder vote. This redemption price may exceed the market value of Launch Two Class A Ordinary Shares prior to the vote and may also exceed the value that Public Shareholders attribute to the shares of the Combined Company following the Business Combination. As a result, public shareholders may elect to redeem their shares rather than continue to hold shares in the Combined Company.

If redemptions reduce the funds available from the Trust Account to the point that the Minimum Cash Condition is not satisfied, Launch Two may need to seek to restructure the Transactions to reserve a greater portion of the cash in the Trust Account, arrange for third-party financing or otherwise. Third-party financing may not be available on acceptable terms or at all. Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels.

If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until Launch Two liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the Current Charter. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time Launch Two Ordinary Shares may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with Launch Two’s redemption until Launch Two liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the Current Charter or you are able to sell your shares in the open market.

Past performance by any member of the Launch Two Management or Launch Two Board, the Sponsor or any of their respective affiliates, may not be indicative of future performance of an investment in Launch Two or the Combined Company.

Past performance by any member of Launch Two Management or the Launch Two Board, the Sponsor, or any of their respective current or former affiliates or entities related to one or more of them, is not a guarantee of success with respect to the Business Combination. You should not rely on the historical record of any member of Launch Two Management or the Launch Two Board or any of their respective current or former affiliates or entities related to one or more of them, or any of the investment performance of any of the foregoing, as indicative of the future performance of an investment in Launch Two or the Combined Company or the returns Launch Two or the Combined Company may (or may not), generate going forward. You are urged to read carefully, and consider independently, all of the information contained in this proxy statement/prospectus and in the Combined Company’s public filings after the Closing, including the financial statements and other information incorporated herein and therein, including, without

limitation, under the headings “Risk Factors” and “The Business Combination Proposal — Interests of Launch Two’s Sponsor, Directors, Officers and Advisors in the Business Combination.” You are advised, in your sole discretion, to consult with your own financial and other advisors before you make investment decisions about buying or selling Launch Two’s or the Combined Company’s securities or investing in the business of NuCube. Involvement or past performance by Persons associated with any of NuCube, the Combined Company, or any other businesses, entities or persons affiliated or associated with any of them, does not guarantee that the Business Combination, NuCube or the Combined Company will be successful, and you should be prepared to lose your entire investment.

Launch Two may issue preferred stock or additional ordinary shares to complete the Business Combination, which would dilute the interest of Launch Two shareholders and likely present other risks.

The Current Charter authorizes the issuance of up to 500,000,000 Launch Two Class A Ordinary Shares, 50,000,000 Launch Two Class B Ordinary Shares, and 5,000,000 Launch Two Preference Shares. There are currently 473,900,000 authorized but unissued Launch Two Class A Ordinary Shares available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding Launch Two Warrants. There are currently 44,250,000 authorized but unissued Launch Two Class B Ordinary Shares available for issuance. There are currently no shares of Launch Two Preference Shares issued and outstanding.

Launch Two may issue preference shares or a substantial number of additional ordinary shares to complete the initial Business Combination or under an employee incentive plan after completion of the Business Combination. However, the Current Charter provides, among other things, that prior to Launch Two’s initial business combination, Launch Two may not issue additional shares or any other securities that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote as a class with Public Shares on an initial business combination. These provisions of the Current Charter may be amended with a shareholder vote. The Sponsor agreed, pursuant to a written agreement with Launch Two, that it will not propose any amendment to the Current Charter that would affect the substance or timing of Launch Two’s obligation to redeem 100% of its Public Shares if Launch Two does not complete the initial business combination by October 9, 2026 (or such other date as approved by the Launch Two Public Shareholders), unless Launch Two provides its Public Shareholders with the opportunity to redeem their Launch Two Class A Ordinary Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest will be net of taxes payable), divided by the number of then outstanding Public Shares. The issuance of additional shares:

•        may significantly dilute the equity interest of existing investors;

•        may subordinate the rights of shareholders if preferred stock is issued with rights senior to those afforded the Launch Two Ordinary Shares;

•        could cause a change of control if a substantial number of ordinary shares are issued, which may affect, among other things, Launch Two’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of Launch Two’s present officers and directors; and

•        may adversely affect prevailing market prices for Launch Two Units, Public Shares, and/or Warrants.

Launch Two is dependent upon its executive officers and directors and their departure could adversely affect Launch Two’s ability to operate and to consummate the initial Business Combination. Additionally, Launch Two’s executive officers and directors also allocate their time to other businesses and may be involved in litigation, investigations or other proceedings, thereby causing potential conflicts of interest and other distractions that could have a negative impact on Launch Two’s ability to complete the initial Business Combination.

Launch Two’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Launch Two believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of Launch Two’s directors or executive officers could have a detrimental effect on Launch Two and the ability to consummate the Business Combination. In addition, Launch Two’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, may have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Launch Two’s executive officers is engaged in several other business endeavors

for which they may be entitled to substantial compensation, and Launch Two’s directors also serve as officers and board members for other entities. If Launch Two’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Launch Two’s affairs, which may have a negative impact on Launch Two’s ability to consummate the Business Combination.

In addition, as a result of their involvement and positions in these companies, certain of those persons, as well as certain of Launch Two’s affiliates, have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of Launch Two’s management team and the Launch Two Board also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any liability from such proceedings may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of Launch Two’s management team and the Launch Two Board away from the Business Combination and may negatively affect Launch Two’s reputation. Launch Two and NuCube are not aware of any litigation, investigations or other proceedings that may have a material impact on the parties’ ability to consummate the Business Combination.

The Combined Company’s ability to be successful following the Business Combination will depend upon the efforts of the Combined Company Board and key personnel, and the loss of such persons could negatively impact the operations and profitability of the Combined Company’s post-Business Combination business.

The Combined Company’s ability to be successful following the Business Combination will be dependent upon the efforts of the Combined Company Board and key personnel of the Combined Company. Launch Two cannot assure you that the Combined Company Board and key personnel will be effective or successful or remain with the Combined Company. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause the Combined Company’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, assuming no redemptions prior to or in connection with the proposed Business Combination, Launch Two’s Public Shareholders will own approximately 30.7% of the equity interests or assets of the Combined Company after the Closing and Launch Two Management will not be engaged in the management of the Combined Company’s business. Accordingly, the future performance of the Combined Company will depend upon the quality of the post-Business Combination board of directors, management and key personnel of the Combined Company.

Launch Two’s non-redeeming shareholders and Company stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Launch Two Public Shareholders and Company stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the Combined Company and NuCube are able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

Launch Two Public Shareholders who redeem their Launch Two Class A Ordinary Shares may continue to hold any Launch Two Public Warrants that they own, which will result in dilution to non-redeeming Launch Two shareholders upon exercise of such Launch Two Public Warrants.

Launch Two Public Shareholders who redeem their Launch Two Class A Ordinary Shares may continue to hold any Launch Two Public Warrants that they own at such time, which will result in additional dilution to non-redeeming holders upon exercise of such Launch Two Public Warrants into shares of the Combined Company Common Stock if the Business Combination is consummated. Assuming (a) all redeeming Launch Two Public Shareholders that acquired Launch Two Units in the IPO continue to hold the Launch Two Public Warrants that were included in such

Launch Two Units, and (b) maximum redemption of Launch Two Class A Ordinary Shares held by the redeeming Launch Two Public Shareholders, 11,500,000 Launch Two Public Warrants would be retained by redeeming Launch Two Public Shareholders. As a result, the redeeming Launch Two Public Shareholders would hold Launch Two Public Warrants with an aggregate market value of approximately $[_] million, assuming a closing price of $[_] as reported by the Nasdaq on [_], 2026, while non-redeeming Launch Two Public Shareholders would suffer additional dilution in their percentage ownership of the Combined Company upon exercise of the Launch Two Public Warrants held by redeeming Launch Two Public Shareholders.

If Launch Two requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such shareholders may be unable to sell their securities when they wish to if the Business Combination is not approved.

If Launch Two requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption and such proposed business combination is not consummated, Launch Two will promptly return such certificates to the applicable Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Launch Two has returned their securities to them. The market price for Launch Two’s shares may decline during this time and Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek conversion may be able to sell their securities.

Risks Related to Combined Company Common Stock Following the Transaction

The market price of Combined Company Common Stock is likely to be highly volatile, and you may lose some or all of your investment.

Following the Business Combination, the market price of Combined Company Common Stock may fluctuate significantly due to a number of factors, some of which may be beyond the Combined Company’s control, including those factors discussed in this “Risk Factors” section and many others, such as:

•        actual or anticipated fluctuations in the Combined Company’s financial condition and operating results, including fluctuations in its quarterly and annual results;

•        developments involving NuCube’s competitors;

•        changes in laws and regulations affecting NuCube’s business;

•        variations in the Combined Company’s operating performance and the performance of its competitors in general;

•        the public’s reaction to the Combined Company’s press releases, its other public announcements and its filings with the SEC;

•        additions and departures of key personnel;

•        announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by the Combined Company or its competitors;

•        the Combined Company’s failure to meet the estimates and projections of the investment community or that it may otherwise provide to the public;

•        publication of research reports about the Combined Company or NuCube’s industry, or positive or negative recommendations or withdrawal of research coverage by securities analysts;

•        changes in the market valuations of similar companies;

•        overall performance of the equity markets;

•        sales of Combined Company Common Stock by the Combined Company or its stockholders in the future;

•        trading volume of Combined Company Common Stock;

•        significant lawsuits, including shareholder litigation;

•        failure to comply with the requirements of applicable laws and regulations;

•        general economic, industry and market conditions, other events or factors, many of which are beyond the Combined Company’s control; and

•        changes in accounting standards, policies, guidelines, interpretations or principles.

The Combined Company’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could result in significant expense, hinder execution of business and growth strategy and impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Shareholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of the Combined Company Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the Combined Company Board’s attention and resources from the Combined Company’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to the Combined Company’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, the Combined Company may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Recently, there have been significant declines in the market values of companies formed through mergers involving SPACs. Securities of companies such as the Combined Company that formed through business combinations with special purpose acquisition companies such as Launch Two may experience a material decline in price relative to the share price of the special purpose acquisition companies prior to such business combinations. As a result, securities of companies such as the Combined Company may be more volatile than other securities and may involve special risks.

Recently, companies that have gone public through mergers with special purpose acquisition companies have experienced significant declines in their market values, often trading below the price of the SPAC’s shares prior to the business combination. These declines have been attributed to a number of factors, including include inflationary pressures, increases in interest rates and other adverse economic and market forces, challenges in meeting financial projections, limited operating histories as public companies, difficulties establishing or scaling business operations, increased redemption levels at the time of the business combination, limited liquidity and reduced analyst coverage compared to traditional IPO companies, and heightened scrutiny by regulators and investors of SPAC transactions and post-business combination companies. If there are substantial redemptions by Public Shareholders in connection with the Business Combination, there will be a lower public float of the Combined Company Stock following the Closing, which may cause volatility in the price of the Combined Company securities and adversely impact the Combined Company’s ability to secure financing following the Closing.

Therefore, investors in the Combined Company may experience a material decline in the value of their investment following the Business Combination. The securities of companies formed through SPAC mergers may also be subject to greater volatility and unique risks compared to other public companies, including increased scrutiny from regulators and investors. There can be no assurance that the Combined Company will be able to avoid similar outcomes. Investors in the Combined Company may therefore experience a material decline in the value of their investment following the Business Combination, and the trading price of the Combined Company’s securities could be subject to significant fluctuations and downward pressure.

Securities of companies formed through mergers with SPACs such as the Combined Company may experience a material decline in price relative to the share price of the SPACs prior to such merger.

Launch Two issued Public Shares included as part of Units for $10.00 per Unit upon the closing of the Launch Two IPO. As with other SPACs, each Public Share issued in the Launch Two IPO carries a right to redeem such share for a pro rata portion of the proceeds held in the Trust Account prior to the Closing. As of June 30, 2026, the redemption price per Public Share was $10.77, which is the approximate redemption amount per Public Share based on the Trust Account balance as of June 30, 2026. Following the Closing, the shares of the Combined Company Stock outstanding will no longer have any such redemption right and may be dependent upon the fundamental value of the Combined Company, as well as other relevant factors such as market conditions and trading multiples, and may be significantly less than $10.77 per share. Litigation relating to the Business Combination could result in an injunction preventing completion of the Business Combination, substantial costs to NuCube, the Combined Company and Launch Two, and/or may adversely affect the Combined Company’s business, financial condition or results of operations following the Business Combination.

Legal proceedings may be initiated in connection with the Business Combination, including claims challenging the transaction or seeking to enjoin its completion. Any such litigation could result in substantial costs, divert management’s attention and resources, and, if successful, could prevent or delay the completion of the Business Combination. Even if the Business Combination is completed, litigation could adversely affect the Combined Company’s business, financial condition, or results of operations.

Future sales of shares of Combined Company Common Stock may depress its stock price.

Subject to certain exceptions, certain NuCube stockholders entered into a Lock-Up Agreement, which imposes a transfer restrictions beginning on the Closing and ending on the earliest of (i) the one hundred eightieth (180) day anniversary of the Closing Date, (ii) the date on which the volume-weighted average trading price of shares of Combined Company Common Stock quoted on Nasdaq (or such other exchange on which the shares of Combined Company Common Stock are then listed) equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after the Closing, or (iii) subsequent to the Closing, the date on which the Combined Company consummates a liquidation, merger, stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Combined Company’s shareholders having the right to exchange their equity holdings in the Combined Company for cash, securities or other property.

In connection with the Business Combination Agreement, the Insider Letter Amendment revised the lock-up applicable to the Founder Shares. Under the amended terms, the Founder Shares will be subject to a lock-up period beginning on the Closing and ending on the earliest of (i) the eighteen (18) month anniversary of the Closing Date, (ii) the date on which the volume-weighted average trading price of shares of Combined Company Common Stock quoted on Nasdaq (or such other exchange on which the shares of Combined Company Common Stock are then listed) equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after the Closing, or (iii) subsequent to the Closing, the date on which the Combined Company consummates a liquidation, merger, stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of the Combined Company’s shareholders having the right to exchange their equity holdings in the Combined Company for cash, securities or other property.