Form 8-K

8-K — Launch Two Acquisition Corp.

Accession: 0001213900-26-105744

Filed: 2026-10-01

Period: 2026-09-30

CIK: 0002023676

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

Item: Unregistered Sales of Equity Securities

Item: Other Events

Documents

8-K — ea0307246-8k_launch.htm (Primary)

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8-K — CURRENT REPORT

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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): September

30, 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

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

3.02 Unregistered Sales of Equity Securities.

September 30, 2026, Launch Two Acquisition Corp., a Cayman Islands exempted company (the “Company”) issued an aggregate

of 5,749,999 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”)

to Launch Two Sponsor LLC, the Company’s sponsor (the “Sponsor”) upon the conversion (the “Conversion”)

of an equal number of Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B Ordinary Shares”)

held by the Sponsor. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable

to the Class B Ordinary Shares prior to the Conversion, including, certain transfer restrictions, waiver of redemption rights and the

obligation to vote in favor of an initial business combination as described in the final prospectus filed with the Securities and Exchange

Commission (the “SEC”) by the Company on October 7, 2024 (File No. 333-280965) in connection with the Company’s

initial public offering. Following the Conversion, there were 28,749,999 Class A Ordinary Shares issued and outstanding and 1 Class B

Ordinary Share issued and outstanding.

The

Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act in reliance on the exemption from

registration provided by Section 3(a)(9) thereof.

Item

8.01. Other Events.

Form

of Non-Redemption Agreement

September 14, 2026, the Company filed a definitive proxy statement on Schedule 14A (the “Proxy Statement”) with the SEC for

the purpose of calling an extraordinary general meeting in lieu of an annual meeting of the shareholders of the Company (the “EGM”)

to vote on, among other things, a proposal to amend the Company’s amended and restated memorandum and articles of association (“Articles”)

to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar business combination (a “business combination”) from October 9, 2026 to April 9, 2027 (the “Extension

Amendment Proposal”).

connection with the EGM, the Company and the Sponsor intend to enter into agreements (collectively, the “Non-Redemption Agreements”)

with one or more shareholders of the Company (each, an “Investor”) in exchange for such Investors agreeing (i) not

to redeem (or to validly rescind any redemption requests previously made in respect of), and (ii) to vote or consent (in person or by

proxy) in favor of the Extension Amendment Proposal, with respect to a to-be-determined number of the Class A ordinary shares (such shares

subject to the Non-Redemption Agreements, the “Non-Redeemed Shares”), at the EGM.

exchange for the foregoing commitments by the Investors, the Sponsor anticipates agreeing to transfer to such Investors promptly following

the closing of the Company’s initial business combination, a certain number of Class A ordinary shares of the Company held by the

Sponsor, at a ratio to be negotiated between the parties.

The

Non-Redemption Agreements shall terminate on the earliest of (i) the failure of the Company’s shareholders to approve the Extension

Amendment Proposal at the EGM, (ii) the fulfillment of all obligations of the parties under the Non-Redemption Agreement, (iii) the liquidation

or dissolution of the Company, (iv) the mutual written agreement of the parties to the Non-Redemption Agreement, and (v) the exercise

by an Investor of its redemption rights with respect to the Non-Redeemed Shares or the failure by such Investor to vote in favor of the

Extension Amendment Proposal at the EGM.

The

Non-Redemption Agreements, if entered into, are expected to increase the likelihood that the Extension Amendment Proposal is approved

by the Company’s shareholders at the EGM and are expected to increase the amount of funds that remain in the Company’s trust

account established in connection with the Company’s initial public offering following the EGM. The Company and the Sponsor may

enter into additional, similar non-redemption agreements in connection with the EGM.

The

foregoing summary of the Non-Redemption Agreements does not purport to be complete.

Additional

Information and Where to Find It

The

Company has filed the Proxy Statement to be used to seek shareholder approval of, among other things, the Extension Amendment Proposal.

The Company has mailed the Proxy Statement to its shareholders of record as of September 9, 2026 on or about September 15, 2026. Investors

and security holders of the Company are advised to read the Proxy Statement and any amendments or supplements thereto, including the

definitive additional materials filed on September 14, 2026, because these documents contain or will contain important information about

the Extension Amendment Proposal and the Company. Shareholders will also be able to obtain copies of the Proxy Statement, 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,

CA 94612.

Participants

in the Solicitation

The

Company and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the Extension

Amendment Proposal under the rules of the SEC. Information about the directors and executive officers of the Company and a description

of their interests in the Company and the Extension Amendment Proposal are set forth in the Company’s Annual Report on Form 10-K

for the year ended December 31, 2025, which was filed with the SEC on March 27, 2026, and the definitive Proxy Statement which was filed

with the SEC on September 14, 2026. These documents can be obtained free of charge from the sources indicated above.

Offer or Solicitation

This

Current Report on Form 8-K (this “Form 8-K”) is for informational purposes only and shall not constitute an offer to sell

or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer,

solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking

Statements

This

Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of

the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K are

forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”

“possible,” “potential,” “predict,” “project,” “should,” “would”

and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements

are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the

Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result

of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable

to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject

to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors”

section of the Company’s Proxy Statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and initial public offering

prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release,

except as required by law.

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.

LAUNCH TWO ACQUISITION CORP.

Date: October 1, 2026

By:

/s/

James J. McEntee

Name:

James J. McEntee

Title:

Chief Executive Officer

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Security Exchange Name

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Class A ordinary shares, par value $0.0001 per share

Title of 12(b) Security

Class A ordinary shares, par value $0.0001 per share

Trading Symbol

LPBB

Security Exchange Name

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

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Security Exchange Name

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