Form 8-K

8-K — Launch Two Acquisition Corp.

Accession: 0001213900-26-091307

Filed: 2026-08-18

Period: 2026-08-18

CIK: 0002023676

SIC: 3443 (FABRICATED PLATE WORK (BOILER SHOPS))

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0302052-8k425_launch.htm (Primary)

EX-10.1 — WORKING CAPITAL NOTE DATED AS OF AUGUST 17, 2026 BY AND BETWEEN THE SPONSOR AND THE COMPANY (ea030205201ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d)

THE SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): August 18, 2026

Launch Two Acquisition Corp.

(Exact

name of registrant as specified in its charter)

Cayman Islands

001-42306

98-1801568

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

180 Grand Avenue, Suite 1530

Oakland, CA 94612

(Address

of principal executive offices, including zip code)

Registrant’s

telephone number, including area code: (510) 692-9600

Not

Applicable

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant

LPBBU

The

Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

LPBB

The

Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

LPBBW

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

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 13(a) of the Exchange Act. ☐

Item

2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

August 17, 2026, Launch Two Acquisition Corp. (the “Company”), entered

into a Working Capital Promissory Note (the “Working Capital Note”) with

Launch Two Sponsor, LLC (the “Sponsor”), the sponsor of the Company,

pursuant to which the Sponsor loaned $848,000 to the Company on substantially the same terms as the loan under that certain

agreement, between the Sponsor and SRX Global Inc., (“Lender” and such

agreement, the “Credit Agreement”). Pursuant to the Working Capital

Note: (i) the Sponsor loaned to the Company the principal amount of $848,000, of which, $750,000 represents the total amount of

cash proceeds received by the Company, which was advanced by the Sponsor to the Company on August 7, 2026, and the remaining $98,000

of principal 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; (ii) the loan carries an annual interest rate of 8%, payable monthly in arrears, with

a default interest rate of an additional 18% (for a total of 26%), subject to the maximum extent permitted by applicable law, and

with a $48,000 interest reserve from the proceeds of the loan retained by the Sponsor to pay for the first 6 months of interest;

(iii) there is a prepayment penalty of 10% (and in the case of the Working Capital Note, it is prepayable only to the extent with

the written consent of the Sponsor); (iv) there is a maturity date for all outstanding obligations under the Working Capital Note of

the earliest of (A) the consummation of the Company’s initial business combination, (B) the effective date of the winding up

of the Company and (C) the six-month anniversary of the issuance date of the Working Capital Note (subject to extensions at the sole

election of the Company of two months, with a fee added to the principal amount of the loan equal to 1% of the outstanding principal

balance of the loan, and, thereafter, an additional three months, with a fee added to the principal amount of the loan equal to 1.5%

of the outstanding principal balance of the loan), (or if earlier, upon an event of default); and (v) there is an obligation to

reimburse the Sponsor for its expenses in connection with obtaining the funds for the loan under the Working Capital Note (of which

$50,000 was withheld at the funding of the loan to reimburse the Lender for certain of its fees and expenses under the Credit

Agreement), any extension fees paid by the Sponsor under the Credit Agreement, and for any expenses of the Sponsor in connection

with any refinancing of the debt or the enforcement of the Working Capital Note and for any reimbursement or indemnification

obligations of the Sponsor under the Credit Agreement and related documents, subject in each case to a cap of $20,000 per occurrence

(other than with respect to indemnification obligations), which expense reimbursement obligations in excess of the initial $50,000

will be due upon the maturity date (or earlier event of default). In light of the Company’s limited cash balance at year end,

the Company’s board of directors and management determined to secure additional working capital through the Working Capital

Note to fund past and ongoing operational expenses.

The

foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by reference to the

full text of such agreement, a copy of which is filed as an exhibit hereto.

Item

8.01 Other Events.

connection with the Working Capital Note, the Sponsor entered into the Credit Agreement, pursuant to which the Lender provided a loan

to the Sponsor of $848,000, subject to the terms and conditions of the Credit Agreement. In connection with the Credit Agreement, the Sponsor

also entered into a Pledge Agreement (the “Pledge Agreement”) with the Lender,

pursuant to which the Sponsor pledged 2,932,500 Class B ordinary shares of the Company (representing approximately 51% of the founder

shares owned by the Sponsor), together with any proceeds thereof (the “Pledged Collateral”),

as collateral to secure the obligations under the Credit Agreement. The Credit Agreement also provides that, upon the consummation of

the Company’s initial business combination, the Sponsor will transfer and assign to the Lender 150,000 Class B ordinary shares of

the Company (or any shares of a successor public company issued in exchange therefor in connection with the business combination) as partial

consideration for the loan (the “Consideration Shares”). The Consideration

Shares are included in the Pledged Collateral. The loan under the Credit Agreement is non-recourse to the Sponsor, and the Lenders’

sole recourse in the event of a default is to foreclose upon such Pledged Collateral, which would remain subject to the Company’s

governing documents and applicable lock-up arrangements, including the terms of the Letter Agreement, dated as of October 7, 2024, by

and among the Company, the Sponsor and the other parties thereto (the “Insider Letter”).

The Sponsor is required to use the proceeds of the loan under the Credit Agreement to fund loans to the Company to pay for its expenses,

including transaction expenses related to the business combination, amounts previously owed for prior business combination efforts and

for administrative expenses. The loan under the Credit Agreement mature upon the earlier of the Company’s initial business combination or the Company’s

liquidation, or on the six month anniversary of the Credit Agreement, provided that the term of the Credit Agreement can be extended by

the Company. The Credit Agreement includes events of default for the Company’s failure to file with the Securities

and Exchange Commission by a certain agreed upon date a proxy statement to call for a Company shareholder meeting to extend the Company’s

deadline to consummate its initial business combination or for the Company’s failure to enter into a definitive business combination

agreement with a target company or business prior to a certain agreed upon date. However, the Credit Agreement and Pledge Agreement solely

bind the Sponsor and do not restrict the actions of the Company.

August 17, 2026, the Sponsor also entered into a Consulting Services and Share Purchase Agreement (the “Consulting Agreement”)

with Strategic Capital Advisories (“SCA”), pursuant to which SCA agreed to provide certain consulting services to

the Sponsor and, on behalf of the Sponsor, to the Company in connection with the Company’s initial business combination. As consideration

for such services, the Sponsor agreed to sell and transfer to SCA, concurrently with the consummation of the Company’s initial

business combination, 350,000 Class B ordinary shares of the Company at a purchase price of $0.04 per share (the “Consulting

Shares”). The Consulting Shares are included in the Pledged Collateral.

In connection with the aforementioned transactions, the Company, the

Sponsor, Cantor Fitzgerald & Co., as representative of the underwriters in the Company’s initial public offering, and NuCube

Energy, Inc. entered into a waiver letter pursuant to which the restrictions on transfers contained in the Insider Letter were waived

solely to permit the pledge of the Pledged Collateral under the Credit Agreement and the Pledge Agreement, the transfer and assignment

of the Consideration Shares to the Lender pursuant to the Credit Agreement, and the sale and transfer of the Consulting Shares to SCA

pursuant to the Consulting Agreement, in each case subject to the terms of the Insider Letter.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit

No.

Description

10.1

Working Capital Note dated as of August 17, 2026 by and between the Sponsor and the Company.

104

Cover

Page Interactive Data File (embedded with the Inline XRBL document).

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Dated:

August 18, 2026

Launch

Two Acquisition Corp.

By:

/s/

Jay McEntee

Name:

Jay

McEntee

Title:

Chief

Executive Officer

EX-10.1 — WORKING CAPITAL NOTE DATED AS OF AUGUST 17, 2026 BY AND BETWEEN THE SPONSOR AND THE COMPANY

EX-10.1

Filename: ea030205201ex10-1.htm · Sequence: 2

Exhibit 10.1

This

Promissory Note (this “note”) has not been registered under the Securities Act of 1933, as amended (the “Securities

Act”), or any state securities laws and may not be offered, sold, transferred, pledged or otherwise disposed of except

pursuant to an effective registration statement under the Securities Act or an available exemption from registration thereunder.

PROMISSORY

NOTE

Principal

Amount: $848,000

Issuance

Date: August 17, 2026

Launch

Two Acquisition Corp., a Cayman Islands exempted company (“Maker”), promises to pay to the order of Launch

Two Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”),

the principal sum of Eight Hundred Forty-Eight Thousand U.S. Dollars ($848,000), together with accrued interest thereon, in lawful money

of the United States of America, on the terms and conditions described in this Note.

1. Loan

By Payee. On the date hereof, the parties acknowledge that Payee has made a loan to Maker in the principal amount of Eight Hundred

Forty-Eight Thousand U.S. Dollars ($848,000) (the “Loan”). The Loan is subject to the terms and conditions

of this Note. Amounts repaid or prepaid in respect of the Loan may not be re-borrowed. All of the proceeds of the Loan hereunder shall

be used by Maker solely for working capital purposes, including (i) to pay certain or all of Maker’s outstanding liabilities and

obligations and/or (ii) to fund additional efforts by Maker with respect to Maker’s initial business combination (as such term

is described in the IPO Prospectus (as defined below)) (a “Business Combination”) or an extension of Maker’s

deadline to consummate a Business Combination.

2. Repayment

of Principal Amount; Prepayment.

(a) The

outstanding principal amount of this Note, together with all accrued but unpaid interest, expense reimbursement and other amounts payable

hereunder (collectively, the “Obligations”), shall become due and payable upon the earliest to occur of: (i)

the date that a Business Combination is consummated by Maker; (ii) the effective date of the winding up of Maker (subject to Section

11 below); and (iii) the date that is six (6) month anniversary of the issuance date of this Note (the “Term Date”);

provided, that the Term Date may be extended by Maker in its sole discretion for up to two (2) extensions pursuant to and in accordance

with Section 2(d) hereof (such earliest date, the “Maturity Date”).

(b) All

payments under this Note shall be made by Maker in lawful money of the United States by wire transfers of immediately available funds

to a bank account as designated in writing by Payee to Maker. If any payment hereunder shall be stated to be due on a day other than

a business day, such payment shall be made on the next succeeding business day, and such extension of time shall in such case be included

in the computation of interest or fees, if any, as the case may be.

may prepay this Note, in whole or in part, at any time prior to the Maturity Date with the prior written consent of Payee. Any such prepayment

shall be made together with (i) all accrued and unpaid interest on the principal amount being prepaid through the date of prepayment

and (ii) a prepayment premium equal to ten percent (10%) of the principal amount being prepaid.

(d) At

any time on or prior to the end of the initial Term Date, Maker can extend the Term Date (the “First Term Date Extension”)

for an additional two (2) months (such date, the “First Extended Term Date”) by providing written notice thereof

to Lender and paying to the Lender a fee equal to one percent (1%) of the outstanding principal balance of the Loan as of the initial

Term Date (such amount, the “First Extension Fee”), which First Extension Fee will be added to the principal

amount of the Loan. Additionally, in the event that Maker exercises the First Term Date Extension, then at any time on or prior to the

end of the First Extended Term Date, Maker can further extend the Term Date (the “Second Term Date Extension”)

for an additional three (3) months from the First Extended Term Date (the “Second Extended Term Date”) by providing

written notice thereof to Lender and paying to the Lender a fee equal to one and one-half percent (1.5%) of the outstanding principal

balance of the Loan as of the First Extended Term Date (such amount, the “Second Extension Fee”), which Second

Extension Fee will be added to the principal amount of the Loan. From and after the end of the initial Term Date, any interest accruing

on the Loan, including any increase in the principal amount thereof resulting from the First Extension Fee and Second Extension Fee,

if applicable, will, on the first day of each month in arrears, at the option of Maker either be (i) paid in cash on such day and on

the Maturity Date or (ii) accrue and be paid at the Maturity Date (or, in either case of clauses (i) or (ii), if any such day is not

a business day, on the next succeeding business day).

3. Interest;

Interest Reserve.

(a) The

outstanding principal amount of this Note shall bear interest at a rate of eight percent (8.00%) per annum. All computations of interest

payable under this Note shall be made on the basis of a 360-day year and actual days elapsed. Interest shall accrue during each period

during which interest is computed from the first day thereof to the last day thereof, and shall be payable in arrears on the Maturity

Date (or upon an Event of Default, if earlier).

(b) Subject

to Section 2(d), interest accruing on the Loan shall be due and payable on the first day of each month in arrears and on the Maturity

Date, or if any such day is not a business day, on the next succeeding business day. On the Issuance Date, Payee shall retain $48,000.00

from the net proceeds of the Loan as an interest reserve (the “Interest Reserve”). Interest payments shall

be made on Maker’s behalf out of the Interest Reserve until the Interest Reserve is fully exhausted.

immediately upon the occurrence of any Event of Default, Maker shall pay additional interest (after as well as before entry of judgment

thereon to the extent permitted by law) on the Loan (in addition to the interest described in clause (a) above) from and after the date

of occurrence of such Event of Default, at a rate per annum of eighteen percent (18.00%) per annum.

(d) Anything

herein to the contrary notwithstanding, the obligations of Maker hereunder shall be subject to the limitation that payments of interest

shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting

for or receiving such payment by Payee would be contrary to the provisions of any law applicable to Payee limiting the highest rate of

interest which may be lawfully contracted for, charged or received by Payee, and in such event Maker shall pay Payee interest at the

highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter

the rate of interest payable hereunder is less than the Maximum Lawful Rate, Maker shall continue to pay interest hereunder at the Maximum

Lawful Rate until such time as the total interest received by Payee is equal to the total interest that would have been received had

the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Issuance Date as otherwise

provided in this Note.

4. Events

of Default. Each of the following events shall constitute an event of default (“Event of Default”):

(a) Non-Payment.

Maker fails to pay when and as required to be paid the principal of the Loan or (ii) to pay any fee or any other Obligation payable hereunder

when due and payable hereunder, and in either case such payment is not cured within five (5) business days after the date upon which

written notice thereof is given to Maker by Payee.

(b) Other

Defaults. Maker fails to perform or observe any covenant or agreement contained in this Note, in any case, in any material respect,

and such default shall continue unremedied for a period of ten (10) business days after the date upon which written notice thereof is

given to Maker by Payee.

Voluntary Proceedings. Maker: (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due,

subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business

in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself; or (iv) takes any action to effectuate or authorize

any of the foregoing. For purposes of this Note, an “Insolvency Proceeding” means (A) any case, action or proceeding

before any court or other governmental authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution,

winding-up or relief of debtors, or (B) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors,

or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (A)

and (B) above, undertaken under U.S. federal, state or foreign law.

(d) Involuntary

Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against Maker, or any writ, judgment, warrant of attachment,

execution or similar process, is issued or levied against a substantial part of Maker’s properties and assets, and any such proceeding

or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released,

vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) Maker admits the material allegations of a petition

against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding;

or (iii) Maker acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or

agent therefor), or other similar person or entity for itself or a substantial portion of its property, assets or business.

5. Remedies.

In each case subject to the provisions of Section 11 of this Note:

(a) Upon

the occurrence of an Event of Default specified in Sections 4(a) and 4(b), Payee may, by written notice to Maker, declare

this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other Obligations hereunder,

shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly

waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon

the occurrence of an Event of Default specified in Sections 4(c) and 4(d), the unpaid principal balance of this Note, and

all other Obligations hereunder, shall automatically and immediately become due and payable, in all cases without any action on the part

of Payee.

limiting any other right or remedy of Payee under this Note, upon the occurrence of an Event of Default, Maker hereby agrees to pay for

all reasonable out-of-pocket costs of collection and any other enforcement of this Note, including reasonable out-of-pocket attorneys’

fees and reasonable expenses and court costs.

6. Expense

Reimbursement.

(a) On

the Issuance Date, Maker shall reimburse Payee for the reasonable out-of-pocket costs and expenses paid or incurred by Payee in obtaining

the funds for the Loan (including any expense reimbursement and loan set-up fees that Payee is required to make to the investor providing

such funds), up to a maximum of $50,000, which will be paid by Maker by reducing the Loan proceeds (and, for the avoidance of doubt,

included in the principal amount of this Note).

(b) Additionally,

Maker shall reimburse Payee for the reasonable out-of-pocket costs and expenses paid or incurred by or on behalf of Payee in connection

with (i) any refinancing or restructuring of the credit arrangements agreed to by Maker or (ii) the enforcement or preservation of any

right or remedy under this Note, including payment of the Obligations. Excluding the obligations set forth in Section 6(a) above,

Maker shall also reimburse Payee for any expense reimbursement obligations or indemnification obligations of Payee under the Credit Agreement,

dated as of August 10, 2026 (the “Credit Agreement”), by and between Payee and SRX Global Inc., a Delaware corporation,

and other loan agreements, instruments, certificates or documents executed in connection with the Credit Agreement (collectively, the

“Loan Documents”), in each case of clauses (i) and (ii) except for indemnification obligations under the Loan

Documents (which will not be subject to a cap), up to $20,000 in the aggregate in each circumstance, provided, that the parties shall

negotiate in good faith to increase such cap if the commercial circumstance warrant such modification. Notwithstanding the foregoing,

Maker will not have any reimbursement obligations hereunder for Payee’s indemnification obligations under the Loan Documents to

the extent that such liability has resulted from the gross negligence or willful misconduct of Payee, as determined by a court of competent

jurisdiction in a final non-appealable judgment or order. Notwithstanding anything to the contrary contained herein, such expense payment

or reimbursement obligations of Maker will be added to the Obligations hereunder and not be paid by Maker until the Maturity Date (or

if earlier, the occurrence of an Event of Default).

7. Waivers.

Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,

protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee

under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,

real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,

or providing for any stay of execution, exemption from civil process, or extension of time for payment, and Maker agrees that any real

estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon

any such writ in whole or in part in any order desired by Payee.

8. Unconditional

Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the

payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall

not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee,

and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the

payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto

without notice to Maker or affecting Maker’s liability hereunder.

9. Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given

when delivered (i) in person, (ii) by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent

by reputable, nationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered

or certified mail, in each case to the applicable party at the address set forth underneath such party’s signature on the signature

page hereto (or at such other address for a party as shall be specified by like notice).

10. Governing Law; Jurisdiction; Waiver of Jury Trial. This Note shall be governed by and

interpreted and enforced in accordance with the laws of the State of New York, without regard to the conflicts of laws rules thereof.

Any legal suit, action or proceeding arising out of or relating to this Note shall be instituted exclusively in the state or federal

courts sitting in or otherwise serving New York, County, New York (or in any appellate courts thereof) (the “Specified Courts”).

The parties hereto hereby: (i) waive any objection which they may now have or hereafter have to the venue of any such suit, action or

proceeding, and (ii) irrevocably consent to the jurisdiction of the Specified Courts in any such suit, action or proceeding. The parties

further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in

any Specified Court and agree that service of process upon a party mailed by certified mail to such party’s address in accordance

with Section ‎9 above shall be deemed in every respect effective service of process upon such party in any such suit, action

or proceeding. Each party agrees that a final judgement in any legal suit, action or proceeding shall be conclusive and may be enforced

in other jurisdictions by suit on the judgement or in any other manner provided by applicable law. Each

party hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this note

or any obligations hereunder.

11. Trust

Waiver. Payee understands that, as described in the final prospectus of Maker, dated as of October 7, 2024, and filed with the U.S.

Securities and Exchange Commission on October 8, 2024 (File No. 333-280965) (the “IPO Prospectus”), Maker has

established a trust account (the “Trust Account”) containing the proceeds of the IPO and the overallotment

securities acquired by its underwriters and from certain private placements occurring simultaneously with the IPO (including interest

accrued from time to time thereon) for the benefit of Maker’s public shareholders (including overallotment shares acquired by Maker’s

underwriters, the “Public Shareholders”), and that Maker may disburse monies from the Trust Account only in

the circumstances described in the IPO Prospectus. For and in consideration of Maker entering into this Note, and for other good and

valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Payee hereby agrees on behalf of itself and its

affiliates that, notwithstanding anything to the contrary in this Note, neither Payee nor any of its affiliates do now or shall at any

time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom

to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions,

with respect to any claim based upon, arising out of or in connection with this Note, Maker’s obligations hereunder or the transactions

contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability

(collectively, the “Released Claims”). Payee on behalf of itself and its affiliates hereby irrevocably waives

any Released Claims that Payee or any of its affiliates may have against the Trust Account or Public Distributions now or in the future

and will not seek recourse against the Trust Account or Public Distributions for any Released Claims. Payee agrees and acknowledges that

such irrevocable waiver is material to this Note and specifically relied upon by Maker and its affiliates to induce Maker to enter into

this Note, and Payee further intends and understands such waiver to be valid, binding and enforceable against Payee and each of its affiliates

under applicable law. The provisions of this Section ‎11 shall survive any termination or satisfaction of this Note and be

in addition to, and not in limitation of, any releases of any claims provided by Payee pursuant to any other agreement between Payee

and Maker.

12. Miscellaneous.

This Note constitutes the entire agreement between the parties with respect to the subject matter hereof and referenced herein, and

supersedes and terminates any prior agreements between the parties or their respective affiliates (written or oral) with respect to the

subject matter hereof. This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act

or failure to act on the part of a party hereto but only by an agreement in writing signed by the party against whom enforcement of any

modification, amendment, waiver, extension, change, discharge or termination is sought. No failure or delay by a party in exercising

any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any

other or further exercise thereof or the exercise of any other right, power or privilege. Any provision contained in this Note which

is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or

unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable such provision in any other jurisdiction. No assignment or transfer of this Note or any

rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent

of the other party hereto and any attempted assignment without the required consent shall be null and void ab initio. Subject to the

foregoing, this Note shall inure to the benefit of and be binding upon the successors and permitted assigns of Maker and Payee. Nothing

contained in this Note shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is

not a party hereto or a successor or permitted assign of such a party. The headings set forth in this Note are for convenience of reference

only and shall not be used in interpreting this Note. In this Note, unless the context otherwise requires: (i) any pronoun used shall

include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural

and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case

to be followed by the words “without limitation”; (iii) the words “herein”, “hereto” and “hereby”

and other words of similar import shall be deemed in each case to refer to this Note as a whole and not to any particular portion of

this Note; and (iv) a “business day” shall mean any day other than a Saturday or a Sunday or a day on which banks are authorized

or required to close in New York City. This Note was prepared jointly by the parties and no rule that it be construed against the drafter

will have any application in its construction or interpretation. This Note may be executed in multiple counterparts, including by facsimile,

pdf or other electronic document transmission, each of which shall be deemed an original and all of which together shall constitute one

and the same instrument.

{Remainder

of page intentionally left blank; signature page follows}

WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the

day and year first above written.

Launch Two Acquisition Corp.

By:

/s/ James J. McEntee III

Name:

James J. McEntee III

Title:

Chief Executive Officer

Address for Notice:

Launch Two Acquisition Corp.

180 Grand Avenue, Suite 1530

Oakland, CA 94612, U.S.A.

Attn: James J. McEntee III, CEO

Telephone No.: (510) 692-9600

E-mail: jmce@stbwell.com

Acknowledged

and agreed as of the date first set forth above:

Launch

Two Sponsor LLC

By:

Jurgen van de Vyver

Name:

Jurgen van de Vyver

Title:

Chief Financial Officer

Address

for Notice:

Launch

Two Sponsor LLC

c/o

Launchpad Capital Management

180

Grand Avenue, Suite 1530

Oakland,

CA 94612

Attn:

Jurgen van de Vyver

Telephone

No.: (510) 200-8878

Email:

jurgen@launchpad.vc

{Signature Page to

Promissory Note}

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