NuCube Energy industrial complex at dusk with "Launch Two Acquisition" overlaid
Launch Two Acquisition Corp. (LPBB) is set to merge with NuCube Energy in a de-SPAC transaction valued at $500 million. The agreement, announced on June 25, 2026, will see NuCube Energy become a publicly traded company. The deal’s purchase price is $500 million, subject to adjustments for excess expenses, with a reference price of $10.82 per share.
The transaction structure involves a domestication to Delaware and a merger where NuCube’s securities will be exchanged for Launch Two stock. A key component of the deal is an earnout provision, which could award NuCube security holders up to 12,575,000 additional shares. This earnout is contingent upon the stock trading at or above $18.00 for 20 out of 30 trading days within three years following the merger.
To support the merger, several agreements have been established. NuCube stockholders have entered into Company Support Agreements to vote in favor of the transaction. Additionally, Lock-Up Agreements will impose a 180-day lock-up period on NuCube stockholders’ shares post-closing, though early release is possible if specific stock price thresholds are met.
Launch Two’s sponsor is also participating through a Sponsor Support Agreement, waiving anti-dilution rights and potentially forfeiting equity to cover transaction costs. NuCube CEO Cristian Rabiti has committed to an 18-month non-compete and non-solicitation agreement post-merger.
Further agreements include an Insider Letter Amendment for Launch Two’s sponsor, directors, and officers, imposing a 180-day lock-up on founder shares. An Amended and Restated Registration Rights Agreement is in place to facilitate liquidity for certain post-merger holders. The Sponsor Transfer Agreement outlines the transfer of up to 2.88 million founder shares and 2.25 million warrants from Launch Two’s sponsor to HCG Opportunity III, aimed at supporting the transaction’s financing and governance.
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