FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025" This is a filing with the Securities and Exchange Commission (SEC) for Launch Two Acquisition Corp., a publicly traded company. The filing provides an annual report on the company's financial condition and results of operations for the fiscal year ended December 31, 2025.
Launch Two Acquisition Corp. (the “Company”) filed its Form 10-K for the fiscal year ended December 31, 2025. The Company reported a net loss of $23.4 million for the year, primarily due to expenses related to its initial public offering and operating costs. As of December 31, 2025, the Company had cash and cash equivalents of $14.4 million and a working capital deficit of $9.1 million. The Company’s total assets were $15.3 million, consisting primarily of cash and cash equivalents, and its total liabilities were $24.4 million, consisting primarily of debt and accrued expenses. The Company’s market value of its outstanding Class A Ordinary Shares was $239.7 million as of June 30, 2025. As of March 26, 2026, the Company had 23 million Class A Ordinary Shares and 5.75 million Class B Ordinary Shares issued and outstanding.
Overview
We are a blank check company incorporated in the Cayman Islands on May 13, 2024, for the purpose of effecting a Business Combination. Our Sponsor is Launch Two Sponsor LLC. Although we are not limited in our search for target businesses to a particular industry or sector, we are focusing our search on technology and software infrastructure companies whose products and services target financial services, real estate and asset management companies.
We completed our Initial Public Offering (IPO) on October 9, 2024, raising $230 million by selling 23 million Units, each consisting of one Public Share and one-half of one Public Warrant. Simultaneously, we completed the sale of 7,075,000 Private Placement Warrants to our Sponsor and Cantor for $7.075 million. The net proceeds from the IPO and Private Placement were placed in a Trust Account.
We have until October 9, 2026 (24 months from the IPO) to consummate a Business Combination. If we are unable to do so, we will redeem the Public Shares and liquidate. We may seek to extend the Combination Period by amending our Amended and Restated Articles, which would require shareholder approval and provide an opportunity for redemptions.
Results of Operations
Since our inception on May 13, 2024, we have not engaged in any operations or generated any revenues. Our activities have been limited to organizational tasks and those related to the IPO and identifying potential acquisition targets. We will not generate any operating revenues until after completing our initial Business Combination. We have earned non-operating income in the form of interest on the funds held in the Trust Account.
Liquidity, Capital Resources and Going Concern
As of December 31, 2025, we had $610,622 in cash held outside the Trust Account and a working capital deficit of $909,063. The funds held outside the Trust Account are used to identify and evaluate potential acquisition targets, perform due diligence, and structure and negotiate a Business Combination.
The $231.15 million in net proceeds from the IPO and Private Placement are held in the Trust Account and can only be used for specific purposes, such as completing a Business Combination or redeeming Public Shares. As of December 31, 2025, the Trust Account held $243.36 million, including $9.82 million in interest income.
Our liquidity needs through December 31, 2025 have been satisfied through the Sponsor’s initial contribution, the IPO Promissory Note, and the net proceeds from the IPO and Private Placement. However, we expect to continue incurring significant costs in pursuit of a Business Combination, which raises substantial doubt about our ability to continue as a going concern. Management plans to consummate a Business Combination prior to the end of the Combination Period to address this issue.
Contractual Obligations
Our key contractual obligations include:
- Administrative Services Agreement: We reimburse an affiliate of the Sponsor $12,500 per month for office space, utilities, and administrative support.
- Underwriting Agreement: The Underwriters received a 2% cash underwriting discount and are entitled to a 4.5% Deferred Fee upon completion of the Business Combination.
- Registration Rights Agreement: The holders of Founder Shares, Private Placement Warrants, and any warrants issued for Working Capital Loans have registration rights.
- Letter Agreement: Our Sponsor, directors, and officers have agreed to certain transfer restrictions and amendments to our Amended and Restated Articles.
Critical Accounting Estimates and Standards
As of December 31, 2025 and 2024, we did not have any critical accounting estimates to disclose. We are currently evaluating the impact of the recently issued ASU 2024-03 on expense disaggregation disclosures.
In summary, we are a newly formed blank check company focused on identifying and acquiring a technology or software infrastructure company serving the financial services, real estate, or asset management sectors. Our financial position and liquidity raise substantial doubt about our ability to continue as a going concern, which we aim to address by completing a Business Combination prior to the end of the Combination Period in October 2026.
