Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

General Description of the Business Combination Agreement

On June 25, 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 (as defined below), 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 (the "Seller Representative"). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Business Combination Agreement.

Pursuant to the Business Combination Agreement and subject to the terms and conditions set forth therein, (i) on or prior to the closing (the "Closing", and the date and time of the Closing, the "Closing Date") of the transactions contemplated by the Business Combination Agreement (the "Business Combination"), SPAC will de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act (Revised) of the Cayman Islands and the applicable provisions of the General Corporation Law of the State of Delaware (the "Domestication"); and (ii) following the Domestication, (A) Merger Sub will merge with and into NuCube, with NuCube continuing as the surviving entity (the "Merger") and, as a result of which, each share of common stock of the Company, par value $0.0001 per share (the "Company Common Stock") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time") (after giving effect to the Preferred Conversion (as defined below)) shall no longer be outstanding and shall automatically be cancelled and cease to exist in exchange for the right to receive a number of shares of common stock of SPAC, par value $0.0001 per share (the "SPAC Common Stock") equal to the Exchange Ratio (as defined below), and (B) prior to the Effective Time, all outstanding shares of preferred stock of NuCube will either be exchanged for, or convert into, shares of Company Common Stock at the applicable conversion ratio (including any accrued or declared but unpaid dividends) in accordance with the Company's organizational documents (the "Preferred Conversion"). As a result of the Merger and the Business Combination, NuCube will become a wholly owned subsidiary of SPAC, all upon the terms and subject to the conditions set forth in the Business Combination Agreement.

At the Effective Time, each outstanding option (whether vested or unvested) (each, a "Company Option") to purchase Company Common Stock will be assumed by and automatically converted into an option for shares of SPAC Common Stock (each, an "Assumed Option") subject to the same terms, conditions, vesting schedule and other provisions as are currently applicable to such Company Options; provided that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal to the product of the Exchange Ratio (as defined below) multiplied by the number of shares of Company Common Stock subject to the Company Option as of immediately prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise price of the Company Option divided by the Exchange Ratio, rounded up to the nearest whole cent.

At the Effective Time, each warrant to purchase Company Common Stock (each, a "Company Warrant") that is outstanding and unexercised immediately prior to the Effective Time shall be assumed by SPAC and automatically converted into a warrant for shares of SPAC Common Stock (each, an "Assumed Warrant"). Each Assumed Warrant will be subject to the same terms, conditions and other provisions as are currently applicable to the applicable Company Warrant; provided that each Assumed Warrant will be exercisable for the number of shares of SPAC Common Stock equal to the product of the Exchange Ratio multiplied by the number of shares of Company Common Stock subject to such Company Warrant as of immediately prior to the Effective Time, rounded down to the nearest whole number, at an exercise price equal to the quotient of the per share exercise price of such Company Warrant divided by the Exchange Ratio, rounded up to the nearest whole cent.