Launch Two Acquisition Corp.

Item 1.01. Entry into a Material Definitive Agreement. As previously reported on Current Reports on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”), on June 30, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (“SPAC” or “Launch Two”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with NuCube Energy, Inc., a Delaware corporation (together with its successors, “NuCube” or the “Company”), Tesseract Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of SPAC (“Merger Sub”), Jay McEntee, in the capacity as the representative, from and after the Effective Time, for the shareholders of SPAC as of immediately prior to the Effective Time and their successors and assigns (other than the Company Stockholders) and IdealabAZ, Inc., a Delaware corporation, in the capacity as representative, from and after the Effective Time, for the Company Stockholders as of immediately prior to the Effective Time. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement. On October 19, 2026, Launch Two, NuCube and Merger Sub entered into the Amendment No. 1 to the Business Combination Agreement (the “First Amendment”) to (i) amend Section 7.1(b) of the Business Combination Agreement to extend the Outside Date to January 7, 2027, at 5:00 p.m., Eastern time, subject to the limitations on termination set forth therein, (ii) permit NuCube to enter into securities purchase agreements with investors from time to time prior to the Closing for the issuance and sale of a new series of its preferred stock designated as “Series A-4 Preferred Stock” (such investments, collectively, the “NuCube Financings”), on terms substantially similar to, and not materially more favorable to investors in the aggregate than, the financing terms set forth in Appendix A to the First Amendment, (iii) amend the definition of Fully Diluted Company Shares with the result that the issuance of the Series A-4 Preferred Stock will not reduce the aggregate Merger Consideration to be received by holders of NuCube securities before giving effect to such issuance, (iv) increase the share reserve under the Incentive Plan from 10% to 12.5% of the outstanding shares of Launch Two after giving effect to the Closing, and (v) require Launch Two to establish a new employee stock purchase plan with a share reserve equal to 2% of the fully diluted equity capitalization after giving effect to the Closing. Such financing terms provide for the issuance of Series A-4 Preferred Stock at a purchase price of $12.779 per share, with a 1:1 conversion ratio and 50% warrant coverage at an exercise price of $15.887 per warrant share. The First Amendment further confirms that the NuCube Financings shall constitute Transaction Financings for all purposes under the Business Combination Agreement. Other than as expressly modified pursuant to the First Amendment, the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by Launch Two with the SEC on June 30, 2026, remains in full force and effect as originally executed. The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached as Exhibit 2.1 hereto, and the terms of which are incorporated herein by reference. Additional Information and Where to Find It Launch Two and NuCube have filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC, which includes a preliminary proxy statement/prospectus to SPAC shareholders in connection with SPAC’s solicitations of proxies from its shareholders with respect to the transactions related to the proposed business combination (the “Business Combination”) among Launch Two, NuCube and Merger Sub pursuant to the Business Combination Agreement and other matters described in the Registration Statement, and a prospectus relating to the offer of the securities to be issued in connection with the Business Combination. After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus and other relevant documents will be mailed to the shareholders of SPAC as of a record date to be established for voting on the Business Combination and will contain important information about the Business Combination and related matters. Shareholders of SPAC and other interested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other relevant documents, because they will contain important information about Launch Two, NuCube and the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the definitive proxy statement/prospectus, and other relevant materials in connection with the Business Combination, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Launch Two Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland, California 94612, Attn: Jay McEntee, Chief Executive Officer. The information contained on, or that may be accessed through, the websites referenced in this communication in each case is not incorporated by reference into, and is not a part of, this communication. Participants in Solicitation NuCube and Launch Two and their respective directors, managers and executive officers may be deemed under SEC rules to be participants in the solicitation of proxies of Launch Two’s shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests of Launch Two’s directors and officers in the Business Combination in Launch Two’s filings with the SEC, including the IPO Prospectus (as defined below). To the extent that holdings of Launch Two’s securities have changed from the amounts reported in the IPO Prospectus, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of Launch Two’s shareholders in connection with the Business Combination will be set forth in the definitive proxy statement/prospectus included in the Registration Statement for the Business Combination, which will be filed by Launch Two and NuCube with the SEC. Investors, shareholders and other interested persons are urged to read the definitive proxy statement/prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety as they become available because they will contain important information about the Business Combination. Investors, shareholders and other interested persons will be able to obtain free copies of the proxy statement/prospectus and other documents containing important information about NuCube and Launch Two through the website maintained by the SEC at www.sec.gov. No Offer or Solicitation A registration statement relating to these securities has been filed with the SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective; and this Report does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or a solicitation of any proxy, vote, consent, or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom. NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED HEREIN, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS CURRENT REPORT ON FORM 8-K. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.