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Launch Two Acquisition Corp.(LPBBU) - 2025 Q3 - Quarterly Report
2025-11-13 22:00
IPO and Financial Overview - The company completed its Initial Public Offering (IPO) on October 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit[117]. - The company incurred total costs of $15,615,485 related to the IPO, including a cash underwriting fee of $4,000,000 and a Deferred Fee of $10,950,000[126]. - The company has until October 9, 2026, to complete a Business Combination, or it will cease operations and liquidate[120]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $2,268,915, primarily from interest income of $2,533,302 on cash and marketable securities held in the Trust Account[123]. - For the nine months ended September 30, 2025, the company reported a net income of $6,851,780, with interest income of $7,473,450 from marketable securities[124]. - The company has not generated any operating revenues to date and will not do so until after completing its initial Business Combination[122]. Assets and Cash Management - As of September 30, 2025, the company had marketable securities in the Trust Account totaling $241,011,789, which will be used to complete a Business Combination[128]. - The company has cash held outside the Trust Account of approximately $500,596, primarily used for identifying and evaluating target businesses[130]. Administrative and Financial Obligations - The company incurred $37,500 and $112,500 in administrative service fees for the three and nine months ended September 30, 2025, respectively[135]. - The company may seek Working Capital Loans of up to $1,500,000, which can be converted into warrants at a price of $1.00 per warrant[133]. Shareholder and Equity Information - Class A Ordinary Shares subject to possible redemption are classified as temporary equity and presented at redemption value outside of shareholders' equity[143]. - Net income (loss) per Ordinary Share is calculated by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares outstanding[144]. - The Sponsor, directors, and officers have waived their rights to liquidating distributions from the Trust Account for Founder Shares if the initial Business Combination is not completed within the Combination Period[139]. Accounting Standards and Compliance - The FASB issued ASU 2024-03, requiring additional disclosures about specific expense categories, effective for fiscal years beginning after December 15, 2026[145]. - Management does not believe that any recently issued accounting standards would materially affect the unaudited condensed financial statements[146]. - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[147].
Launch Two Acquisition Corp.(LPBBU) - 2025 Q2 - Quarterly Report
2025-08-14 20:05
Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,367,013, primarily from interest income of $2,544,350 on cash and marketable securities held in the Trust Account[117]. - For the six months ended June 30, 2025, the company achieved a net income of $4,582,865, with interest income of $4,940,148 and unrealized gains of $25,679 on marketable securities[118]. Assets and Securities - As of June 30, 2025, the company held marketable securities in the Trust Account amounting to $238,504,166, which will be used to complete the Business Combination[124]. - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit[121]. - The company completed the sale of 7,075,000 Private Placement Warrants at $1.00 per warrant, generating gross proceeds of $7,075,000[121]. Expenses and Liabilities - The company incurred $75,000 in administrative service fees as of June 30, 2025, under an agreement with an affiliate of the Sponsor[130]. - Cash used in operating activities for the six months ended June 30, 2025, was $316,414, influenced by interest earned on marketable securities[122]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025[128]. Future Plans and Concerns - The company plans to raise additional capital through loans or investments to support its acquisition plans[126]. - Management has expressed substantial doubt about the company's ability to continue as a going concern for the next twelve months due to liquidity concerns[127].
Launch Two Acquisition Corp.(LPBBU) - 2025 Q1 - Quarterly Report
2025-05-13 23:51
Financial Position - As of March 31, 2025, the company had marketable securities held in the Trust Account amounting to $235,961,864[115] - The company has cash of $820,654 as of March 31, 2025, primarily used for identifying and evaluating target businesses[116] - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[119] Income and Expenses - For the three months ended March 31, 2025, the company reported a net income of $2,215,852, primarily from interest income on marketable securities[109] - The company incurred general and administrative costs of $207,897 for the three months ended March 31, 2025[109] Initial Public Offering - The company generated gross proceeds of $230,000,000 from the Initial Public Offering of 23,000,000 Units at $10.00 per Unit[113] - The company repaid all outstanding balance of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024[112] Acquisition Plans - The company expects to continue incurring significant costs in pursuit of its acquisition plans[104] - The company may need to obtain additional financing to complete its Business Combination or due to significant redemptions of Public Shares[118] - The company may seek to extend the Combination Period by amending its Amended and Restated Charter, subject to shareholder approval[106] Regulatory Classification - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act and is not required to provide additional information regarding market risk disclosures[127]
Launch Two Acquisition Corp.(LPBBU) - 2024 Q4 - Annual Report
2025-03-25 21:29
IPO and Financing - The company completed its Initial Public Offering on October 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[24]. - An additional $7.075 million was generated from the private sale of 7,075,000 Private Placement Warrants at $1.00 each[25]. - A total of $231.15 million from the IPO and Private Placement was placed in the Trust Account[26]. - The company has $220,200,000 available for a Business Combination as of December 31, 2024, after paying $10,950,000 in Deferred Fees[55]. - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the amount available in the Trust Account[50]. - The company has approximately $1,175,000 of proceeds held outside the Trust Account to cover costs associated with the dissolution plan[94]. - The company may need to obtain additional financing to complete its Business Combination or to redeem a significant number of Public Shares[160]. Business Combination Requirements - The company must complete its initial Business Combination by October 9, 2026, which is 24 months from the IPO closing date[27]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at an estimated price of $10.05 per share[43]. - The Nasdaq Rules require that the company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[44]. - The company intends to structure its initial Business Combination to acquire 100% of the equity interests or assets of the target business[45]. - The company intends to target businesses with enterprise values greater than the net proceeds from its Initial Public Offering and Private Placement Warrants[50]. - The company anticipates sourcing potential initial Business Combination targets from various unaffiliated sources, including investment bankers and private investment funds[51]. - The company may engage finders to identify business combination opportunities, with fees typically tied to the completion of a transaction[53]. - Shareholder approval may be required for the initial Business Combination under certain conditions, such as significant changes in ownership or control[61][62]. - The company may conduct redemptions without a shareholder vote under specific circumstances, but will seek approval if required by law or stock exchange rules[60]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[83]. Shareholder Rights and Redemption - Public Shareholders may redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[72]. - A quorum for shareholder meetings requires at least one third of issued and outstanding shares, equating to 7,500,001 or 37.5% of the 20,000,000 Public Shares sold in the Initial Public Offering[77]. - If shareholder approval is sought, a Public Shareholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[84]. - Redemption requests must be submitted two business days prior to the scheduled vote or tender offer deadline[82]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[89]. - The company intends to require Public Shareholders to deliver share certificates or use electronic delivery for redemption[86]. - Any request to redeem shares may be withdrawn at any time up to the specified date in the proxy materials or tender offer documents[88]. - The transfer agent typically charges a fee of approximately $100 for processing share deliveries related to redemption rights[87]. Financial Performance and Obligations - The company had net income of $2,108,350 for the year ended December 31, 2024, primarily from interest income on marketable securities[151]. - As of December 31, 2024, the company held marketable securities in the Trust Account amounting to $233,431,141[157]. - Cash used in operating activities from inception through December 31, 2024, was $334,067[156]. - The company incurred general and administrative costs of $173,185 during the same period[151]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing its initial Business Combination[139]. - The company’s obligation to redeem Public Shares may reduce available resources for the initial Business Combination[103]. - The company cannot assure shareholders that the actual per-share redemption amount will not be substantially less than $10.05 due to potential claims against the Trust Account[95]. Risks and Challenges - The lack of business diversification may pose risks as the company's success could depend entirely on the performance of a single business post-combination[56]. - The company may face competition from other SPACs, private equity groups, and public companies in identifying target businesses for acquisition[103]. - There is no guarantee that all vendors and service providers will execute agreements waiving claims to the Trust Account, which could expose the company to creditor claims[97]. - The company is subject to various risks, including potential conflicts of interest and challenges in finding suitable business targets[116]. Governance and Management - The management team is composed of experienced executives from the life sciences and financial services sectors, enhancing the company's acquisition capabilities[29]. - The company has a diverse board of directors with extensive experience in financial services and technology[181][182][183][184]. - The Audit Committee consists of three independent members, ensuring compliance with Nasdaq and SEC rules[196]. - The Compensation Committee is responsible for reviewing and approving executive compensation and incentive plans[199]. - The company does not have a standing nominating committee but independent directors can recommend nominees[203]. - The company has adopted insider trading policies to promote compliance with relevant laws and regulations[208]. - The Audit Committee reviews all payments made to the Sponsor, executive officers, or directors on a quarterly basis[215]. Compliance and Reporting - The company is required to evaluate internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[107]. - The company has no current intention of suspending its reporting obligations under the Exchange Act prior to or after the initial Business Combination[109]. - The company’s disclosure controls and procedures were deemed effective as of December 31, 2024[172]. - The company has no changes in internal control over financial reporting to report[176]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[111]. - The company is classified as a "smaller reporting company," allowing it to provide only two years of audited financial statements[114]. - The market value of the company's Class A Ordinary Shares held by non-affiliates must exceed $250 million or annual revenues must reach $100 million to lose its smaller reporting company status[114]. - The company anticipates that its securities may be less attractive to potential target companies due to its classification as a smaller reporting company[125]. Miscellaneous - The company has not encountered any cybersecurity incidents since its Initial Public Offering[131]. - The company has not identified a target for its initial Business Combination, which may affect the share price post-transaction[124]. - The company may amend agreements related to its Initial Public Offering without shareholder approval, which could impact the value of its securities[127]. - The company has adopted a Clawback Policy to recover erroneously awarded incentive-based compensation from executive officers in the event of an accounting restatement[212]. - The company has not established any specific minimum qualifications for director candidates, focusing instead on educational background and professional experience[205].
Launch Two Acquisition Corp.(LPBBU) - 2024 Q3 - Quarterly Report
2024-11-18 23:44
Financial Performance - The company reported a net loss of $16,084 for the three months ended September 30, 2024, and a total net loss of $55,144 from inception on May 13, 2024, through September 30, 2024, primarily due to general and administrative costs [108]. - The company has not generated any revenues to date and does not expect to do so until after the completion of its Business Combination [106]. Initial Public Offering - The company completed its Initial Public Offering on October 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 Units at $10.00 per Unit, including an over-allotment option [110]. - An additional 7,075,000 Private Placement Warrants were sold at $1.00 per warrant, generating gross proceeds of $7,075,000 [110]. - The underwriters received a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds, with additional deferred discounts totaling $10,950,000 payable upon the completion of the initial Business Combination [118]. Use of Funds - The company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital and growth strategies [111]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to its Business Combination, but may require additional financing for completion [114]. Debt and Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2024, and has a monthly obligation of $12,500 for office space and administrative support [115][116]. Regulatory Environment - The company is subject to new SEC rules for SPACs effective July 1, 2024, which may impact its ability to negotiate and complete its initial Business Combination [105]. Accounting Estimates - The company has no critical accounting estimates to disclose as of September 30, 2024 [119].