S-4 S-4 EX-FILING FEES 0002023676 Launch Two Acquisition Corp. N/A N/A 0002023676 2026-09-11 2026-09-11 0002023676 1 2026-09-11 2026-09-11 0002023676 2 2026-09-11 2026-09-11 0002023676 3 2026-09-11 2026-09-11 0002023676 4 2026-09-11 2026-09-11 0002023676 5 2026-09-11 2026-09-11 0002023676 6 2026-09-11 2026-09-11 0002023676 7 2026-09-11 2026-09-11 0002023676 8 2026-09-11 2026-09-11 0002023676 9 2026-09-11 2026-09-11 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-4

Launch Two Acquisition Corp.

Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable

Security Type

Security Class Title

Fee Calculation or Carry Forward Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

Carry Forward Form Type

Carry Forward File Number

Carry Forward Initial Effective Date

Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward

Newly Registered Securities
Fees to be Paid 1 Equity Common Stock, par value $0.0001 per share Other 28,750,000 $ 10.80 $ 310,500,000.00 0.0001381 $ 42,880.05
Fees to be Paid 2 Other Public Warrants Other 11,500,000 $ 0.00 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 3 Other Private Warrants Other 7,075,000 $ 0.00 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 4 Equity Common Stock issuable upon exercise of Warrants Other 18,575,000 $ 11.77 $ 218,627,750.00 0.0001381 $ 30,192.49
Fees to be Paid 5 Equity Common Stock, par value $0.0001 per share Other 58,785,720 $ 195.76 0.0001381 $ 0.03
Fees to be Paid 6 Other Assumed Warrants Other 977,444 $ 0.00 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 7 Other Assumed Options Other 2,062,890 $ 0.00 $ 0.00 0.0001381 $ 0.00
Fees to be Paid 8 Equity Common Stock issuable upon exercise of Assumed Warrants Other 977,444 $ 3.25 0.0001381 $ 0.00
Fees to be Paid 9 Equity Common Stock issuable upon exercise of Assumed Options Other 2,062,890 $ 6.87 0.0001381 $ 0.00
Fees Previously Paid
Carry Forward Securities
Carry Forward Securities

Total Offering Amounts:

$ 529,127,955.88

$ 73,072.57

Total Fees Previously Paid:

$ 0.00

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 73,072.57

Offering Note

1

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 intends to effect the Domestication. Represents Common Stock, issuable pursuant to the Domestication to the shareholders of Launch Two, with the per unit price estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. The proposed maximum offering price per share is based on the average of the high and low prices of Launch Two Class A Ordinary Shares, as quoted on the Nasdaq Global Market on September 4, 2026, which was $10.80 per share.

2

Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the public warrants has been allocated to the Combined Company Common Stock underlying Launch Two's public warrants, and those shares of Common Stock are included in the total registration fee.

3

Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the private warrants has been allocated to the Combined Company Common Stock underlying Launch Two's private warrants, and those shares of Common Stock are included in the total registration fee.

4

Represents 11,500,000 shares of Combined Company Common Stock underlying Launch Two's public warrants and 7,075,000 shares of Combined Company Common Stock underlying Launch Two's private placement warrants pursuant to the Domestication, with the per unit price estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act. Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the fee payable has been calculated based on the maximum offering price per share plus the exercise price of the warrants of $11.50 per warrant. The proposed maximum offering price per share is based on the average of the high and low prices of Launch Two's public warrants as quoted on Nasdaq Global Market on September 9, 2026, which was $0.2657 per warrant.

5

Rule 457(f) Fee Calculation Details

The amount to be registered represents the maximum amount of Combined Company Common Stock issuable to (a) the stockholders of NuCube and (b) the holders of Earnout Shares upon the achievement of specified post-closing stock price milestones during the applicable earnout period, in each case in connection with the Business Combination. The value per share of the securities to be received by Launch Two upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. NuCube is a private company, no market exists for its securities, and NuCube has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by Launch Two in connection with the securities to be exchanged in the Business Combination.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
58,785,720 $ 0.00000333 $ 195.76 $ 195.76

6

Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Assumed Warrants has been allocated to the Combined Company Common Stock underlying the Assumed Warrants, and those shares of Common Stock are included in the total registration fee.

7

Consistent with the response to Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Assumed Options has been allocated to the Combined Company Common Stock underlying the Assumed Options, and those shares of Common Stock are included in the total registration fee.

8

Rule 457(f) Fee Calculation Details

The amount to be registered represents the maximum amount of Combined Company Common Stock issuable to the holders of the Assumed Warrants in connection with the Business Combination. The value per share of the securities to be received by Launch Two upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. NuCube is a private company, no market exists for its securities, and NuCube has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by Launch Two in connection with the securities to be exchanged in the Business Combination.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
977,444 $ 0.00000333 $ 3.25 $ 3.25

9

Rule 457(f) Fee Calculation Details

The amount to be registered represents the maximum amount of Combined Company Common Stock issuable to the holders the Assumed Options in connection with the Business Combination. The value per share of the securities to be received by Launch Two upon the issuance of such securities and the proposed maximum offering price per share is estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act. NuCube is a private company, no market exists for its securities, and NuCube has an accumulated deficit. Therefore, the proposed maximum offering price per share is one-third of the aggregate par value of the securities expected to be exchanged in the Business Combination. No cash is to be received or paid by Launch Two in connection with the securities to be exchanged in the Business Combination.
Amount of Securities to be Received or Cancelled Value per Share of Securities to be Received or Cancelled Total Value of Securities to be Received or Cancelled Cash Consideration Received by the registrant Cash Consideration (Paid) by the registrant Maximum Aggregate Offering Price
2,062,890 $ 0.00000333 $ 6.87 $ 6.87
Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rules 457(b) and 0-11(a)(2)
Fee Offset Claims
Fee Offset Sources
Rule 457(p)
Fee Offset Claims
Fee Offset Sources
Table 3: Combined Prospectuses ☑Not Applicable

Security Type

Security Class Title

Amount of Securities Previously Registered

Maximum Aggregate Offering Price of Securities Previously Registered

Form Type

File Number

Initial Effective Date