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Item 9A. Controls and Procedures

2026-03-27 compared with 2025-03-25 · 1235 added, 1216 removed, 515 unchanged (83% of the section changed)

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Disclosure controls and procedures

are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under

the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to

be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief

Executive Officer and Chief Financial Officer (together, the “Certifying Officers”), or persons performing similar functions,

as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and

with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the

design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of the fiscal

year ended December 31, 2024.

We do not expect that our disclosure

controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and procedures, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits

must be considered relative to their costs.

Because of the inherent limitations in all disclosure controls and procedures, no evaluation

of disclosure controls and procedures can provide absolute assurance that we have detected all of our control deficiencies and instances

of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such

as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated

to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness

of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of December 31,

do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud.

Disclosure controls and

procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the

disclosure controls and procedures are met.

Further, the design of disclosure controls and procedures must reflect the fact that there

are resource constraints, and the benefits must be considered relative to their costs.

Because of the inherent limitations in all disclosure

controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all

our control deficiencies and instances of fraud, if any.

The design of disclosure controls and procedures also is based partly on certain

assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated

goals under all potential future conditions.

Management’s Annual Report on Internal

Control over Financial Reporting

This Report does not include

a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our registered

public accounting firm due to a transition period established by the rules of the SEC for newly public companies.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our Management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our Company,

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our Management and directors, and

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate

because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate.

Management assessed

the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making these assessments, Management used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated

Framework (2013).

Based on our assessments and those criteria, Management determined that we maintained effective internal control over

financial reporting as of December 31, 2025.

Report does not include an attestation report of our internal controls from our independent registered public accounting firm due to our

status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial

Not applicable.

There have been no changes

to our internal control over financial reporting during the quarterly period ended December 31, 2025 that materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

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During the quarterly period

ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)

adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as

each term is defined in Item 408 of Regulation S-K.

ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted

or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term

is defined in Item 408(a) of Regulation S-K.

Additional Information

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Not applicable.

Directors, Executive Officers and Corporate Governance.

Directors, Executive Officers and

Corporate Governance.

Directors and Executive Officers

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our directors and officers are as follows:

Chief Executive Officer

and Chairman of the Board of Directors

Chief Executive Officer and Chairman of the Board of Directors

Jurgen van de Vyver

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Chief Financial Officer and Chief Operating Officer from August 2014 to July 2016.

He has served as the Managing Principal

of StBWell, LLC, an owner and operator of real estate, since June 2010.

McEntee was a director of T-Rex Group, Inc.,

a provider of risk analytics software for investors in renewable energy, from November 2014 to January 2018.

He has served as the Managing Principal of

StBWell, LLC, an owner and operator of real estate, since June 2010.

McEntee was a director of T-Rex Group, Inc., a

provider of risk analytics software for investors in renewable energy, from November 2014 to January 2018.

was the Chief Executive Officer of Alesco Financial, Inc.

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McEntee received a B.A.

Boston College, a JD from Rutgers University, an LLM from New York University and an MBA from Pennsylvania State University.

believe that Mr.

McEntee’s extensive experience in corporate law and financial institution management, as well as significant

managerial experience in real estate, investments, and capital markets operations qualifies him to be a member of our Board of Directors.

College, a JD from Rutgers University, an LLM from New York University and an MBA from Pennsylvania State University.

McEntee’s extensive experience in corporate law and financial institution management, as well as significant managerial

experience in real estate, investments, and capital markets operations qualifies him to be a member of our Board of Directors.

Jurgen van de Vyver

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in July 2024 and is currently searching for a Business Combination target the healthcare or healthcare related industries and, in particular,

life sciences.

life sciences, following the termination of a Business Combination agreement with Minovia Therapeutics Ltd., an Israeli company limited

He served as the Chief Financial Officer of Newcourt Acquisition Corp (Nasdaq:

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unbanked individuals with digital financial services in Bangladesh, India, and Pakistan.

Since September 2014 she has served as

the Gates Foundation’s observer to the board of bKash, a Bangladesh-based fintech platform serving over 40 million Bangladeshis.

Since September 2014 she has served as the

Gates Foundation’s observer to the board of bKash, a Bangladesh-based fintech platform serving over 40 million Bangladeshis.

Eisenhart has served on the advisory board to the Castle Creek Launchpad VC Fund (a US-based fintech fund) and she has

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Prior to joining the Gates Foundation, Ms.

Eisenhart worked in corporate strategy at T-Mobile from 2009 to 2011,

in retail banking and payments at Washington Mutual (now JP Morgan Chase) from 2006 to 2009, and also as a technology management consultant

Eisenhart worked in corporate strategy at T-Mobile from 2009 to 2011, in

retail banking and payments at Washington Mutual (now JP Morgan Chase) from 2006 to 2009, and also as a technology management consultant

at Accenture from 2000 to 2004.

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Shanahan’s extensive experience

in the technology and financial services sector as a CEO and Board member of both public and private companies qualifies him to be a

member of our Board of Directors.

in the technology and financial services sector as a CEO and Board member of both public and private companies qualifies him to be a member

of our Board of Directors.

Alfred Pierce III

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From 1997 to 2003, Mr.

managing director at Wachovia Securities.

Pierce was a managing

director at Wachovia Securities.

Prior to Wachovia, Mr.

Pierce was a co-founder and partner at The Mid-Atlantic Companies, Ltd.,

a boutique middle market M&A and strategic advisory firm which was sold to a Wachovia predecessor and worked as a certified public

accountant at Price Waterhouse (which later became PriceWaterhouseCoopers).

Pierce currently serves as the Treasurer of the Philadelphia

Cricket Club and is on the Board of Governors.

Pierce has previously served as Treasurer for the Swarthmore Cooperative and the Walden

Pierce was a co-founder and partner at The Mid-Atlantic Companies, Ltd., a boutique

middle market M&A and strategic advisory firm which was sold to a Wachovia predecessor and worked as a certified public accountant

at Price Waterhouse (which later became PriceWaterhouseCoopers).

Pierce currently serves as the Treasurer of the Philadelphia Cricket

Club and is on the Board of Governors.

Pierce has previously served as Treasurer for the Swarthmore Cooperative and the Walden School.

Pierce received a BS in business administration from university of Richmond.

We believe that Mr.

Pierce’s extensive

experience as an executive heading corporate development and mergers and acquisitions in the technology and financial services sectors

qualifies him to be a member of our Board of Directors.

Pierce’s extensive experience

as an executive heading corporate development and mergers and acquisitions in the technology and financial services sectors qualifies

him to be a member of our Board of Directors.

Family Relationships

No family relationships

exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings

to which any director or executive officer has been involved in the last ten years that are material to an evaluation of the ability or

integrity of any director or officer.

Ryan Gilbert ,

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Gilbert is also the Chairman of the Board of Launch One Acquisition

LPAA), a blank check company which raised $230.0 million in its initial public offering in July 2024 and is currently

searching for a business combination target in the healthcare or healthcare related industries and, in particular, life sciences.

has over 25 years of global financial services and technology expertise as an entrepreneur, investor and advisor.

His public company

exits include Eventbrite and Square.

LPAA), a blank check company which raised $230.0 million in its initial public offering in July 2024 and is currently searching

for a Business Combination target in the healthcare or healthcare related industries and, in particular, life sciences following the termination

of a Business Combination agreement with Minovia Therapeutics Ltd., an Israeli company limited by shares.

Gilbert has over 25 years

of global financial services and technology expertise as an entrepreneur, investor and advisor.

His public company exits include Eventbrite

Gilbert has extensive SPAC experience as a Board member, executive and investor.

previously President, Chief Executive and Director of FTAC Olympus Acquisition Corp.

He was previously President, Chief

Executive and Director of FTAC Olympus Acquisition Corp.

which merged with Payoneer Inc.

He was an advisor to the Sponsor of Phoenix Biotech Acquisition Corp.

He was an advisor to the

Sponsor of Phoenix Biotech Acquisition Corp.

which successfully merged with CERo Therapeutics (Nasdaq:

Newcourt Acquisition Corp.

CERO), Newcourt Acquisition

which merged with Psyence Biomedical (Nasdaq:

PBM) and Locust Walk Acquisition Corp which merged

with eFFECTOR Therapeutics, Inc.

PBM) and Locust Walk Acquisition Corp which merged with eFFECTOR Therapeutics,

From 2016 to 2021, Mr.

Gilbert was a founding General Partner of

Propel Venture Partners Fund 1, a venture capital fund backed by BBVA Group, and currently serves on the board of directors of Guideline,

As entrepreneur-in-residence at venture capital firm Venrock, Mr.

Gilbert was a founding General Partner of Propel Venture Partners Fund

1, a venture capital fund backed by BBVA Group, and currently serves on the board of directors of Guideline, Inc.

As entrepreneur-in-residence

at venture capital firm Venrock, Mr.

Gilbert co-founded BillFloat Inc.

(dba SmartBiz Loans), a

small business lending marketplace, and served as the chief executive officer from 2009 to 2016, and executive chairman from 2016 to

(dba SmartBiz Loans), a small business lending marketplace,

and served as the chief executive officer from 2009 to 2016, and executive chairman from 2016 to 2022.

Since 2008, Mr.

Gilbert has been an independent director of River City Bank, a community bank based in Sacramento,

He co-founded and served as Chief Executive Officer of real estate payments company PropertyBridge from 2003 to 2007 when it

was acquired by MoneyGram International.

Gilbert graduated from the University of the Witwatersrand in Johannesburg, South Africa,

and is an inactive member of the State Bar of California.

Gilbert has been

an independent director of River City Bank, a community bank based in Sacramento, CA.

He co-founded and served as Chief Executive

Officer of real estate payments company PropertyBridge from 2003 to 2007 when it was acquired by MoneyGram International.

graduated from the University of the Witwatersrand in Johannesburg, South Africa, and is an inactive member of the State Bar of California.

Shami Patel ,

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2024 and is currently searching for a Business Combination target in the healthcare or healthcare related industries and, in particular,

life sciences.

life sciences following the termination of a Business Combination agreement with Minovia Therapeutics Ltd., an Israeli company limited

His SPAC experience includes being the Chief Operating Officer of FTAC Olympus Acquisition Corp.

which merged with Payoneer

PAYO) in February 2021, as an advisor to Phoenix Biotech Acquisition

Corp., which merged with CERo Therapeutics Holdings, Inc.

CERO) in February 2024,

as an advisor to Newcourt Acquisition Corp.

which merged with Psyence Biomedical Ltd.

in January 2024, and as an advisor to LWAC, which merged with eFFECTOR Therapeutics, Inc.

PAYO) in February 2021, as an advisor to Phoenix Biotech Acquisition Corp., which merged with CERo Therapeutics

Holdings, Inc.

CERO) in February 2024, as an advisor to Newcourt Acquisition Corp.

which merged with Psyence Biomedical

PBM) in January 2024, and as an advisor to LWAC, which merged with eFFECTOR Therapeutics, Inc.

in August 2021.

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which merged with CardConnect LLC (NASDAQ:

CCN) in August 2016 and FinTech

Acquisition Corp.

II which merged with Intermex Holdings II, Inc.

in July 2018, and the merged company was renamed International

Money Express, Inc.

Patel served as a board observer of

IMXI following its business combination, until March 2020.

He also served as an advisor to FinTech Acquisition Corp.

merged with Paya Holdings Inc.

CCN) in August 2016 and FinTech Acquisition Corp.

II which merged with

Intermex Holdings II, Inc.

in July 2018, and the merged company was renamed International Money Express, Inc.

Patel served as a board observer of IMXI following its Business Combination, until March 2020.

He also served as an advisor

to FinTech Acquisition Corp.

III which merged with Paya Holdings Inc.

PAYA) in October 2020 and FinTech Acquisition

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PWP) in June 2021.

Aside from his experience with special purpose acquisition companies, from 2010 to 2015 Mr.

Patel served as the Vice Chairman of

the board of directors and Chair of the compliance committee of Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies

From 2012 to 2014, he served at Clean Pacific Ventures Management,

LLC, a venture capital firm specializing in early stage investments, as a venture partner.

Patel was a partner at, and served

on the executive committee of, Hexagon Securities, LLC, a credit focused investment bank and securities firm from 2010 to 2012.

2001 to August 2009, he served as Managing Director and Senior Partner at Cohen & Company, where he helped launch Alesco

Financial, Inc.

(NYSE:AFN), where he served as Chief Operating Officer and Chief Investment Officer from 2006 to 2009.

Aside from his experience with special

purpose acquisition companies, from 2010 to 2015 Mr.

Patel served as the Vice Chairman of the board of directors and Chair of the

compliance committee of Golden Pacific Bancorp, Inc., which was acquired by SoFi Technologies (NASDAQ:

From 2012 to 2014,

he served as Chief Financial Officer for TRM Corporation ( NASDAQ :

TRMM), a consumer

and financial services company.

Patel co-founded iATMglobal.net, a middleware software business where he served as

Chief Executive Officer and which was sold to NCR Corporation in 2001.

He served as Vice President of the West Coast Region for Sirrom

Capital Corporation, a mezzanine finance fund, from 1998 to 1999.

Prior to this he was in the business services group at Robertson Stephens,

an investment banking firm, from 1997 to 1998 and served as a strategy consultant in the energy group at Andersen Consulting (now known

as Accenture plc) from 1991 to 1993.

Patel served on the Board of Visitors of Duke University School of Law from 2011 to 2023

and where he was a Senior Lecturing Fellow.

Patel received Juris Doctor with honors and Master of Business Administration from

Duke University and Bachelor of Arts in Philosophy and Economics from Trinity University.

Our advisors assist us in sourcing and negotiating with potential Business

Combination targets and provide their business insights when we assess potential Business Combination targets.

In this regard, they fulfill

some of the same functions as our Board members.

However, they have no written advisory agreement with us.

Our advisors are not under

any fiduciary obligations to us nor do they perform Board or committee functions.

They also are not required to devote any specific amount

of time to our efforts or be subject to the fiduciary requirements to which our Board members are subject.

Accordingly, if any of our

advisors becomes aware of a Business Combination opportunity that is suitable for any of the entities to which he has fiduciary or contractual

obligations (including other blank check companies), he will honor his fiduciary or contractual obligations to present such Business Combination

opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We may modify or expand our roster of advisors

as we source potential Business Combination targets or create value in businesses that we may acquire.

Family Relationships

No family relationships exist between any of our directors or executive officers.

Involvement in Certain Legal Proceedings

There are no material proceedings

to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has

a material interest adverse to our Company.

he served at Clean Pacific Ventures Management, LLC, a venture capital firm specializing in early stage investments, as a venture partner.

Patel was a partner at, and served on the executive committee of, Hexagon Securities, LLC, a credit focused investment bank and

securities firm from 2010 to 2012.

From 2001 to August 2009, he served as Managing Director and Senior Partner at Cohen &

Company, where he helped launch Alesco Financial, Inc.

(NYSE:AFN), where he served as Chief Operating Officer and Chief Investment Officer

from 2006 to 2009.

From 1999 to 2000, he served as Chief Financial Officer for TRM Corporation (NASDAQ:

TRMM), a consumer and financial

services company.

Patel co-founded iATMglobal.net, a middleware software business where he served as Chief Executive

Officer and which was sold to NCR Corporation in 2001.

He served as Vice President of the West Coast Region for Sirrom Capital Corporation,

a mezzanine finance fund, from 1998 to 1999.

Prior to this he was in the business services group at Robertson Stephens, an investment

banking firm, from 1997 to 1998 and served as a strategy consultant in the energy group at Andersen Consulting (now known as Accenture

plc) from 1991 to 1993.

Patel served on the Board of Visitors of Duke University School of Law from 2011 to 2023 and where he

was a Senior Lecturing Fellow.

Patel received Juris Doctor with honors and Master of Business Administration from Duke University

and Bachelor of Arts in Philosophy and Economics from Trinity University.

Our advisors assist us in

sourcing and negotiating with potential Business Combination targets and provide their business insights when we assess potential Business

Combination targets.

In this regard, they fulfill some of the same functions as our Board members.

However, they have no written advisory

agreement with us.

Our advisors are not under any fiduciary obligations to us nor do they perform Board or committee functions.

are not required to devote any specific amount of time to our efforts or be subject to the fiduciary requirements to which our Board members

Accordingly, if any of our advisors becomes aware of a Business Combination opportunity that is suitable for any of the entities

to which he has fiduciary or contractual obligations (including other blank check companies), he will honor his fiduciary or contractual

obligations to present such Business Combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.

We may modify or expand our roster of advisors as we source potential Business Combination targets or create value in businesses that

we may acquire.

Number and Terms of Office of Officers and

Our Board of Directors consists

of four members and is divided into three classes with only one class of directors being appointed in each year, and with each class

(except for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with Nasdaq

of four members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except

for those directors appointed prior to our first annual general meeting) serving a three-year term.

In accordance with the Nasdaq

corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end

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Eisenhart, will expire at the second annual general meeting.

of office of the third class of directors, which consists of Mr.

office of the third class of directors, which consists of Mr.

McEntee, will expire at the third annual general meeting.

Prior to the closing of our initial Business Combination, only holders

of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal of directors and (ii) continuing our Company

in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional documents or to adopt

new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the

Cayman Islands).

Holders of our Public Shares are not entitled to vote on such matters during such time.

These provisions of our Amended

and Restated Charter relating to these rights of holders of Class B Ordinary Shares may be amended by a Special Resolution of the

holders of Class B Ordinary Shares.

Prior to the closing of our

initial Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on (i) the appointment and removal

of directors and (ii) continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to

amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by

way of continuation in a jurisdiction outside the Cayman Islands).

Our Public Shareholders are not entitled to vote on such matters during

These provisions of our Amended and Restated Articles relating to these rights of holders of Class B Ordinary Shares may

be amended by a Special Resolution of the holders of Class B Ordinary Shares.

Our officers are appointed

by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office.

of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Charter.

Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Articles.

Committees of the Board of Directors

Our Board of Directors has two standing committees:

the Audit Committee

and a compensation committee (the “Compensation Committee”).

Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of

the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Our Board of Directors has

two standing committees:

the Audit Committee and the Compensation Committee.

Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3

of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors.

Audit Committee

We have established the Audit Committee of the Board of Directors.

We have established the Audit

Committee of the Board of Directors.

Eisenhart, Mr.

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Shanahan serve as the members of our Audit Committee.

Under the Nasdaq Rules and applicable SEC rules, we

are required to have three members of the Audit Committee, all of whom must be independent.

the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent.

Eisenhart, Mr.

Pierce and Mr.

are each independent.

Shanahan are each independent.

Eisenhart serves as the

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charter, which details the principal functions of the Audit Committee, including:

● assisting board oversight of (1) the integrity of our financial

statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s

qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting

firm and any other independent registered public accounting firm engaged by us;

● pre-approving all audit and non-audit services

to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm

all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance

with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting

firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any

material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public

accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years

respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● meeting to review and discuss our annual audited financial statements

and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific

disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated

by the SEC prior to us entering into such transaction;

● reviewing with Management, the independent registered public accounting

firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators

or government agencies and any employee complaints or published reports that raise material issues regarding our financial statement or

accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory

the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the Exchange Act (the “SEC Clawback Rule”)

are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and

to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

assisting board oversight of (i) the integrity of our financial statements, (ii) our compliance with legal and regulatory requirements, (iii) our independent registered public accounting firm’s qualifications and independence, and (iv) the performance of our internal audit function and independent registered public accounting firm;

the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

meeting to review and discuss our annual audited financial statements and quarterly financial statements with Management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”;

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

reviewing with Management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statement or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;

advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule;

implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.

Compensation Committee

We have established the Compensation Committee of our Board of Directors.

We have established the Compensation

Committee of our Board of Directors.

The members of our Compensation Committee are Mr.

Shanahan and Ms.

Pierce serves as chair of the Compensation

Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation Committee of at least two members,

all of whom must be independent.

serves as chair of the Compensation Committee.

Under the Nasdaq Rules and applicable SEC rules, we are required to have a Compensation

Committee of at least two members, all of whom must be independent.

Eisenhart and Messrs.

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Committee charter, which details the principal functions of the Compensation Committee, including:

● reviewing and approving on an annual basis the corporate goals and

objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in

light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such

● reviewing and making recommendations to our Board of Directors with

respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

reviewing and making recommendations to our Board of Directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to Board approval of all of our other officers;

reviewing our executive compensation policies and plans;

● implementing and administering our incentive compensation

equity-based remuneration plans;

● assisting Management in complying with our proxy statement and annual

report disclosure requirements;

● approving all special perquisites, special cash payments

and other special compensation and benefit arrangements for our executive officers and employees;

● producing a report on executive compensation to be included

in our annual proxy statement;

● reviewing, evaluating and recommending changes, if appropriate, to

the remuneration for directors;

the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement

restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy (as defined below),

with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback

The charter also provides

that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or

other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before

engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will

consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

implementing and administering our incentive compensation equity-based remuneration plans;

assisting Management in complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

producing a report on executive compensation to be included in our annual proxy statement;

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors;

advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

The Compensation Committee

charter also provides that the Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.

However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation

Committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we would form

a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules.

In accordance with Rule 5605(e)(2)

of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or

approving director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration

and recommendation of director nominees are Mr.

We do not have a standing

nominating committee though we would form a corporate governance and nominating committee as and when required to do so by law or the

Nasdaq Rules.

In accordance with Rule 5605(e)(2) of the Nasdaq Rules, a majority of the independent directors may recommend a director

nominee for selection by our Board of Directors.

Our Board of Directors believes that the independent directors can satisfactorily carry

out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.

The directors who participate in the consideration and recommendation of director nominees are Mr.

Shanahan and Ms.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq

Rules, all such directors are independent.

As there is no standing nominating committee, we do not have a nominating committee charter

The Board of Directors also considers director candidates recommended

for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual

general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that wish to nominate a director for appointment

to our Board of Directors should follow the procedures set forth in our Amended and Restated Charter.

In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent.

As there is no standing nominating committee,

we do not have a nominating committee charter in place.

The Board of Directors also

considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to

stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting).

Our shareholders that

wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated

We have not formally established

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In general, in identifying

and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience,

knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests

of our shareholders.

Prior to our initial Business Combination, holders of our Public Shares do not have the right to recommend director

candidates for nomination to our Board of Directors.

and evaluating nominees for director, our Board of Directors considers educational background, diversity of professional experience, knowledge

of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Prior to our initial Business Combination, our Public Shareholders do not have the right to recommend director candidates for nomination

to our Board of Directors.

Code of Ethics

We have adopted a Code of

Business Conduct and Ethics, applicable to our directors, officers and employees (the “Code of Ethics”).

A copy of the Code

of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us.

any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including

any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer,

principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or

the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our website is not

incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website

are intended to be inactive textual references only.

We have adopted the Code of

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant

any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal

financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable

SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website.

The information included on our

website is not incorporated by reference into this Report or in any other report or document we file with the SEC, and any references

to our website are intended to be inactive textual references only.

The foregoing description

of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions of the Code of Ethics,

a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference .

a copy of which is attached hereto as Exhibit 14.

Trading Policies

On October 7, 2024, we adopted insider trading policies and procedures

governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, which are reasonably designed

to promote compliance with insider trading laws, rules and regulations, and the applicable Nasdaq Rules (the “Insider Trading Policy”).

The foregoing description

of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider

Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

Compensation Recovery and Clawback Policy

Under the Sarbanes-Oxley Act,

in the event of misconduct that results in a financial restatement that would have reduced a previously paid incentive amount, we can

recoup those improper payments from our executive officers.

The SEC has also adopted the SEC Clawback Rule that directs national stock

exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found to have

misstated its financial results.

On October 7, 2024, our Board

of Directors approved the adoption of the Executive Compensation Clawback Policy (the “Clawback Policy”), in order to comply

with the final Clawback rules adopted by the SEC under the Rule, and the Nasdaq Rules, as set forth in Nasdaq Listing Rule 5608 (the “Nasdaq

Clawback Rules”).

The Clawback Policy provides

for the mandatory recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined

in the SEC Clawback Rule (“Covered Officers”) in the event that we are required to prepare an accounting restatement, in accordance

with the Nasdaq Clawback Rules.

The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct

or otherwise caused or contributed to the requirement of an accounting restatement.

Under the Clawback Policy, our Board of Directors

may recoup from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed

fiscal years preceding the date on which we are required to prepare an accounting restatement.

foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions

of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

On October 7, 2024, we adopted

the Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees,

which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq Rules.

foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and

conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.

Executive Compensation.

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for services rendered to us prior to or in connection with the completion of our initial Business Combination, including the following

payments, all of which, if made prior to the completion of our initial Business Combination, are paid from funds held outside the

Trust Account:

● Repayment of up to an aggregate of $300,000 in loans made to us by

our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note.

We repaid all the outstanding balance

of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024.

Borrowings under the IPO Promissory Note

are no longer available;

● Reimbursement for office space, utilities and secretarial and administrative

support made available to us by an affiliate of our Sponsor, in an amount equal to $12,500 per month, pursuant to the Administrative Services

● Payment of consulting, success or finder fees to our independent directors,

advisors, or their respective affiliates in connection with the consummation of our initial Business Combination;

● We may engage our sponsor or an affiliate of our Sponsor as an advisor

or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary

or fee in an amount that constitutes a market standard for comparable transactions;

● Reimbursement for any out-of-pocket expenses related to identifying,

investigating, negotiating and completing an initial Business Combination;

● Repayment of Working Capital Loans that may be made by our Sponsor

or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial

Business Combination.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination

entity at a price of $1.00 per warrant at the option of the lender.

payments, all of which, if made prior to the completion of our initial Business Combination, have been and will continue to paid from funds

held outside the Trust Account:

Repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and organizational expenses pursuant to the IPO Promissory Note.

We repaid all the outstanding balance of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024.

Borrowings under the IPO Promissory Note are no longer available;

Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of our Sponsor, in an amount equal to $12,500 per month, pursuant to the Administrative Services Agreement;

Payment of consulting, success or finder fees to our independent directors, advisors, or their respective affiliates in connection with the consummation of our initial Business Combination;

We may engage our Sponsor or an affiliate of our Sponsor as an advisor or otherwise in connection with our initial Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions;

Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial Business Combination;

Repayment of Working Capital Loans that may be made by our Sponsor or an affiliate of our Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial Business Combination.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with

respect to such Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

Any compensation to be paid

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materials or tender offer materials furnished to our shareholders in connection with a proposed Business Combination.

We have not established any limit on the amount of such fees that may

be paid by the combined company to our directors or members of Management.

It is unlikely the amount of such compensation will be known

at the time of the proposed Business Combination, because the directors of the post-combination business will be responsible for

determining executive officer and director compensation.

We do not intend to take any action to ensure that members of our Management

Team maintain their positions with us after the consummation of our initial Business Combination, although it is possible that some or

all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial Business

The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence

our Management’s motivation in identifying or selecting a target business, but we do not believe that the ability of our Management

to remain with us after the consummation of our initial Business Combination will be a determining factor in our decision to proceed with

any potential Business Combination.

We are not party to any agreements with our executive officers and directors that provide for benefits

upon termination of employment.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

We have not established

any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.

It is unlikely

the amount of such compensation will be known at the time of the proposed Business Combination, because the directors of the post-combination business

will be responsible for determining executive officer and director compensation.

We do not intend to take any

action to ensure that members of our Management Team maintain their positions with us after the consummation of our initial Business Combination,

although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to

remain with us after our initial Business Combination.

The existence or terms of any such employment or consulting arrangements to retain

their positions with us may influence our Management’s motivation in identifying or selecting a target business, but we do not believe

that the ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining

factor in our decision to proceed with any potential Business Combination.

We are not party to any agreements with our executive officers

and directors that provide for benefits upon termination of employment.

Compensation Recovery and Clawback Policy

On October 7, 2024, our Board

of Directors approved the adoption of the Clawback Policy in order to comply with the SEC Clawback Rule, and the Nasdaq Rules, as set

forth in Nasdaq Listing Rule 5608.

At no time during the fiscal year covered by this Report were

we required to prepare an accounting restatement that required recovery of an erroneously awarded compensation pursuant to the Clawback

Policy, a copy of which is attached hereto as Exhibit 97.

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

The following table sets forth information regarding the beneficial

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beneficial ownership of Ordinary Shares, by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary

of our executive officers and directors that beneficially owns our Ordinary Shares;

our executive officers and directors as a group.

In the table below, percentage ownership is based on 28,750,000 shares

of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding

as of March 25, 2025.

each person known by us to be the beneficial owner of more than 5% of our issued and outstanding Ordinary Shares;

each of our executive officers and directors that beneficially owns our Ordinary Shares;

all our executive officers and directors as a group.

In the table below, percentage ownership is based on 28,750,000 Ordinary

Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 5,750,000 Class B Ordinary Shares, issued and outstanding as of

March 26, 2026.

On all matters to be voted upon, except for (i) the appointment and removal of directors of the Board and (ii) continuing

1 unchanged sentence

as a single class, unless otherwise required by applicable law.

Only holders of Class B Ordinary Shares have the right to vote on the

appointment and removal of directors prior to the completion of our initial Business Combination and on a vote to continue our Company

in a jurisdiction outside of the Cayman Islands.

Currently, all of the Class B Ordinary Shares are convertible into Class A Ordinary Shares

on a one-for-one basis.

Currently, all of the Class B Ordinary Shares are convertible into Class

A Ordinary Shares on a one-for-one basis.

Unless otherwise indicated,

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owned by them.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private

Placement Warrants are not exercisable within 60 days of the date of this Report.

The following table does not reflect record or beneficial ownership of the Private Placement Warrants as such Private Placement

Warrants are not exercisable within 60 days of the date of this Report.

Class A Ordinary Shares

Class B Ordinary Shares

Name and Address of Beneficial Owner (1)

Percentage of

Name and Address of Beneficial Owner (1)

Launch Two Sponsor LLC (2)(3)

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Magnetar Parties (4)

Barclays PLC (5)

Goldman Parties (5)

Meteora Parties (6)

AQR Parties (7)

Healthcare of Ontario Pension Plan Trust Fund (8)

Unless otherwise noted,

the business address of each of the following entities or individuals is c/o Launch Two Acquisition Corp., 180 Grand Avenue, Suite

1530, Oakland CA 94612.

Interests shown consist

solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will (unless otherwise provided in our initial

Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following

the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination,

at the option of the holder, on a one-for-one basis, subject to adjustment.

Launch Two Sponsor LLC, our Sponsor, is the record holder of such Class

B Ordinary Shares.

Ryan Gilbert, an advisor, is the sole managing member of Launch Two Sponsor LLC and holds voting and investment discretion

with respect to the Ordinary Shares held of record by the Sponsor.

Gilbert disclaims any beneficial ownership of the securities held

by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

All of our officers and

directors and our advisors are members of our Sponsor.

Linden Parties (8)

Barclays PLC (9)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Launch Two Acquisition Corp., 180 Grand Avenue, Suite 1530, Oakland CA 94612.

Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares.

Such shares will (unless otherwise provided in our initial Business Combination agreement) automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination, and may be converted at any time prior to our initial Business Combination, at the option of the holder, on a one-for-one basis, subject to adjustment.

Launch Two Sponsor LLC, our Sponsor, is the record holder of such Class B Ordinary Shares.

Ryan Gilbert, an advisor, is the sole managing member of Launch Two Sponsor LLC and holds voting and investment discretion with respect to the Ordinary Shares held of record by the Sponsor.

Gilbert disclaims any beneficial ownership of the securities held by the Sponsor, other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

All of our officers and directors and our advisors are members of our Sponsor.

Each independent director indirectly holds 15,000 Founder Shares through our Sponsor.

McEntee holds an indirect interest in 525,162 Founder Shares through membership interest in our Sponsor, and Mr.

van de Vyver holds

an indirect interest in 100,000 Founder Shares through membership interests in our Sponsor.

Each such person disclaims any beneficial

ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

van de Vyver holds an indirect interest in 100,000 Founder Shares through membership interests in our Sponsor.

Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

According to a Schedule 13G filed with the SEC on January 29, 2025, by.

(i) Magnetar Financial LLC,

a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited

partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company

(“Supernova Management”), and (iv) David J.

(i) Magnetar Financial LLC, a Delaware limited liability company (“Magnetar Financial”), (ii) Magnetar Capital Partners LP, a Delaware limited partnership (“Magnetar Capital Partners”), (iii) Supernova Management LLC, a Delaware limited liability company (“Supernova Management”), and (iv) David J.

Snyderman, a citizen of the United States (“Mr.

collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in

connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar

Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all

Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha

Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and

investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole

member and parent holding company of Magnetar Financial.

Snyderman”, collectively with Magnetar Financial, Magnetar Capital Partners and Supernova Management, the “Magnetar Parties”), in connection with Public Shares held for the following funds (collectively, the “Magnetar Funds”) (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware limited liability companies.

Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Public Shares held for the Magnetar Funds’ accounts.

Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial.

Supernova Management is the general partner of Magnetar Capital Partners.

The manager of Supernova Management is Mr.

The address of the principal business office of each of the Magnetar

Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

According to a Schedule 13G/A filed with the SEC on March 21, 2025

by Barclays Bank PLC, a public limited company of the United Kingdom (“Barclays”).

The address of the principal business office

of Barclays is 1 Churchill Place, London E14 5HP, United Kingdom.

According to a Schedule 13G filed with the SEC on February 12, 2025

by (i) The Goldman Sachs Group, Inc., a Delawar corporation (“GS Group”) and (ii) The Goldman Sachs & Co., LLC, a New

York limited liability company (“Goldman Sachs”, and together with GS Group, the “Goldman Parties”).

Shares reported as being held by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman

Sachs, a broker or dealer and an investment adviser.

The address of the principal business office of each of the Magnetar Parties is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.

According to a Schedule 13G/A filed with the SEC on May 5, 2025 by (i) The Goldman Sachs Group, Inc., a Delawar corporation (“GS Group”) and (ii) The Goldman Sachs & Co., LLC, a New York limited liability company (“Goldman Sachs”, and together with GS Group, the “Goldman Parties”).

The Public Shares reported as being held by GS Group, as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs, a broker or dealer and an investment adviser.

Goldman Sachs is a subsidiary of GS Group.

The address of the principal business

office of each of the Goldman Parties is 200 West Street, New York, New York 10282.

According to a Schedule 13G filed with the SEC on February 14, 2025,

by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management Holdings, LLC,

a Delaware limited liability company (“AQR Holdings”), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively,

with AQR and AQR Holdings the “AQR Parties”).

The address of the principal business office for the AQR Parties is One Greenwich

Plaza, Greenwich, CT 06830.

According to a Schedule 13G filed on February 14, 2025 by Healthcare

of Ontario Pension Plan Trust Fund, a pension plan formed as a trust under the laws of Ontario, Canada and registered with the Financial

Services Regulatory Authority of Ontario.

The address of the principal business office of Healthcare of Ontario Pension Plan Trust Fund is 1 York Street, Suite

1900, Toronto, Ontario, Canada, M5J 0B6.

Our Sponsor beneficially owns 20.00% of the issued and outstanding

Ordinary Shares.

Only holders of Class B Ordinary Shares have the right to appoint directors in any election held prior to or in

connection with the completion of our initial Business Combination.

Holders of our Public Shares do not have the right to appoint any

directors to our Board of Directors prior to our initial Business Combination.

Because of this ownership block, our Sponsor may be able

to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our Amended

and Restated Charter and approval of significant corporate transactions, including our initial Business Combination.

The address of the principal business office of each of the Goldman Parties is 200 West Street, New York, New York 10282.

According to a Schedule 13G/A filed on February 13, 2026 by (i) Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the Public Shares held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”);

and (ii) Vik Mittal, a citizen of the United States (“Mr.

Mittal, and together with Meteora Capital, the “Meteora Parties”), who serves as the Managing Member of Meteora Capital, with respect to the Public Shares held by the Meteora Funds.

The principal business address of each of the Meteora Parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

According to a Schedule 13G/A filed with the SEC on May 14, 2025, by (i) AQR Capital Management, LLC, a Delaware limited liability company (“AQR”), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability company (“AQR Holdings”), (iii) AQR Arbitrage, LLC, a Delaware limited liability company (collectively, with AQR and AQR Holdings the “AQR Parties”).

The address of the principal business office for the AQR Parties is One Greenwich Plaza, Greenwich, CT 06830.

According to a Schedule 13G filed on August 13, 2025 by (i) Linden Capital L.P., a Bermuda limited partnership (“Linden Capital”), (ii) Linden GP LLC, a Delaware limited liability company (“Linden GP”), (iii) Linden Advisors LP, a Delaware limited partnership (“Linden Advisors”), and (iv) Siu Min (Joe) Wong, a citizen of Hong Kong and the United States (“Mr.

Wong” and collectively with Linden Capital, Linden GP and Linden Advisors, the “Linden Parties”) in connection with the Public Shares held for the account of Linden Capital and one or more separately managed accounts (the “Managed Accounts”).

Linden GP is the general partner of Linden Capital.

Linden Advisors is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts.

Wong is the principal owner and controlling person of Linden Advisors and Linden GP.

The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda.

The principal business address for each of Linden Advisors, Linden GP and Mr.

Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022.

According to a Schedule 13G filed with the SEC on February 11, 2026 by Barclays Bank PLC, a public limited company of the United Kingdom (“Barclays”).

The address of the principal business office of Barclays is 1 Churchill Place, London E14 5HP, United Kingdom.

Our Sponsor beneficially owns

20.00% of the issued and outstanding Ordinary Shares.

Only holders of Class B Ordinary Shares have the right to appoint directors

in any election held prior to or in connection with the completion of our initial Business Combination.

Holders of our Public Shares do

not have the right to appoint any directors to our Board of Directors prior to our initial Business Combination.

Because of this ownership

block, our Sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including

amendments to our Amended and Restated Articles and approval of significant corporate transactions, including our initial Business Combination.

Securities Authorized for Issuance under Equity

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Changes in Control

Certain Relationships and Related Transactions, and Director Independence.

On May 13, 2024, our Sponsor paid $25,000 to cover certain expenses

on our behalf in consideration of 5,750,00 Founder Shares.

The number of Founder Shares outstanding was determined based on the expectation

that the total size of the Initial Public Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in

full, and therefore that such Founder Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public

Offering (not including the Class A Ordinary Shares underlying the Private Placement Units).

Of the 5,750,000 Founder Shares outstanding,

up to 750,000 Founder Shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised in full or in part.

On October 9, 2024, the Over-Allotment Option was exercised in full, so those 750,000 Founder Shares are no longer subject to forfeiture.

Pursuant to the Private Placement Warrants Purchase Agreements, our

Sponsor and Cantor purchased an aggregate of 7,075,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant,

for an aggregate purchase price of $ 7,075,000 in the Private Placement that closed simultaneously with our Initial Public Offering.

Private Placement Warrant entitles the holder thereof to purchase one Class A Ordinary Share at $11.50 per share.

Of those 7,075,000

Private Placement Warrants, our Sponsor purchased 4,500,000 Private Placement Warrants, and Cantor purchased 2,575,000 Private Placement

The Private Placement Warrants are identical to the Public Warrants, except that, so long as they are held by our Sponsor

or its permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon

exercise of the Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until

30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with

respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the

commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

If we do not complete our initial

Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Pursuant to the Administrative Services Agreement, we currently utilize

office space at 180 Grand Avenue, Suite 1530, Oakland CA 94612 from Launchpad Capital Management Company LLC, an affiliate of our Sponsor.

We pay such affiliate $12,500 per month for certain office space, utilities and secretarial and administrative support provided to members

of our Management Team;

upon completion of our initial Business Combination or our liquidation, we will cease paying these monthly fees.

As of December 31, 2024, we have paid $34,274 pursuant to the Administrative Services Agreement.

Certain Relationships and Related

Transactions, and Director Independence.

May 13, 2024, our Sponsor paid $25,000, or approximately $0.004 per share, to cover certain expenses on our behalf in consideration of

5,750,00 Founder Shares.

The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial

Public Offering would be a maximum of 23,000,000 Units if the Over-Allotment Option was exercised in full, and therefore that such Founder

Shares would represent approximately 20% of the outstanding Ordinary Shares after the Initial Public Offering.

Of the 5,750,000 Founder

Shares outstanding, up to 750,000 Founder Shares were subject to forfeiture to the extent that the Over-Allotment Option was not exercised.

On October 9, 2024, simultaneously with the Initial Public Offering, the Over-Allotment Option was exercised in full, so those 750,000

Founder Shares are no longer subject to forfeiture.

Simultaneously

with the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of

an aggregate of 5,750,000 Private Placement Warrants to our Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per

Private Placement Warrant, generating gross proceeds to our Company of $7,075,000.

Of those 7,075,000 Private Placement Warrants, (i)

our Sponsor purchased 4,500,000 Private Placement Warrants, and (ii) Cantor purchased 2,575,000 Private Placement Warrants.

Placement Warrants are identical to the Public Warrants, except that, so long as they are held by our Sponsor or its permitted transferees,

the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of the Private Placement

Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion

of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement

Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement of sales in the

Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

If we do not complete our initial Business Combination within the

Combination Period, the Private Placement Warrants will expire worthless.

to the Administrative Services Agreement, we currently utilize office space at 180 Grand Avenue, Suite 1530, Oakland CA 94612 from Launchpad

Capital Management Company LLC, an affiliate of our Sponsor.

We pay such affiliate $12,500 per month for certain office space, utilities

and secretarial and administrative support provided to members of our Management Team;

upon completion of our initial Business Combination

or our liquidation, we will cease paying these monthly fees.

As of December 31, 2024, we have paid $34,274 pursuant to the Administrative

Services Agreement.

As of December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024, we incurred $150,000

and $0, respectively, in fees for these services, of which such amount is included in accrued expenses in the balance sheets of the financial

statements included elsewhere this Report.

Sponsor, executive officers and directors, or any of their respective affiliates, are reimbursed for any out-of-pocket expenses incurred

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable

Business Combinations.

Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors

or our or their affiliates.

in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business

Combinations.

Our Audit Committee reviews, on a quarterly basis, all payments that were made to our Sponsor, officers, directors or our

or their affiliates.

Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.

On May 13, 2024, the Sponsor loaned us an aggregate of up to $300,000

to cover expenses related to the Initial Public Offering pursuant to the IPO Promissory Note.

This loan was non-interest bearing and payable

on the earlier of December 31, 2024, or the date on which we consummated the Initial Public Offering.

We repaid all the outstanding balance

of the IPO Promissory Note at the closing of the Initial Public Offering on October 9, 2024.

Borrowings under the IPO Promissory Note

e are no longer available.

In addition, in order to finance transaction costs in connection with

an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but

are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis.

If we complete an initial Business Combination,

we would repay such Working Capital Loans.

In the event that the initial Business Combination does not close, we may use a portion of

the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be

used for such repayment.

Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination

entity at a price of $1.00 per warrant at the option of the lender.

Such warrants would be identical to the Private Placement Warrants.

Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with

respect to such Working Capital Loans.

Prior to the closing of our

Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses

related to the Initial Public Offering.

Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2024

or the completion of our Initial Public Offering.

The loan of $300,000 was fully repaid upon the consummation of our Initial Public Offering

on October 9, 2024.

No additional borrowing is available under the IPO Promissory Note.

In order to fund working capital

deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors

or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required.

If we complete a Business Combination,

we will repay such Working Capital Loans.

In the event that a Business Combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such

Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a

price of $1.00 per warrant.

The warrants would be identical to the Private Placement Warrants.

Other than as set forth above, the terms

of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans.

As of December 31, 2025 and December 31, 2024, we did not have any borrowings under any Working Capital Loans.

to the completion of our initial Business Combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights

to seek access to funds in our Trust Account.

Any of the foregoing payments to our Sponsor, repayments of loans from

our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination have been and will continue to be made using

funds held outside the Trust Account.

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees

from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy

solicitation or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation

will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial

Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and

director compensation.

Pursuant to the Registration Rights Agreement, the holders of the (i) Founder

Shares, (ii) Private Placement Warrants and (iii) warrants that may be issued upon conversion of Working Capital Loans (and

in each case holders of their underlying securities, as applicable) have registration rights to require us to register a sale of any of

our securities held by them and any other securities of our Company acquired by them prior to the consummation of our initial Business

Combination (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of these securities

are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our

initial Business Combination.

Notwithstanding anything to the contrary, Cantor may only make a demand on one occasion and only during

the five-year period beginning on the date the sales for the Initial Public Offering commenced.

In addition, Cantor may participate

in a “piggy-back” registration only during the seven-year period beginning on the date the sales for the Initial Public

Offering commenced.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Our Sponsor, directors and

officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions

from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within

the Combination Period.

However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering,

they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our

initial Business Combination within the Combination Period.

Additionally, pursuant to the Letter Agreement, our Sponsor, directors

and officers will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing of our obligation

to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our

initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating to shareholders’

rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with the opportunity to redeem

their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes,

if any, divided by the number of then outstanding Public Shares.

of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to

seek access to funds in our Trust Account.

of the foregoing payments to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial

Business Combination have been and will continue to be made using funds held outside the Trust Account.

our initial Business Combination, members of our Management Team who remain with us may be paid consulting, management or other fees from

the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation

or tender offer materials, as applicable, furnished to our shareholders.

It is unlikely the amount of such compensation will be known

at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial Business Combination,

as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

to the Registration Rights Agreement, the holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private

placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying

securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register

such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).

The holders of the

majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent

to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under

the Securities Act.

Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date

of the IPO Registration Statement.

In addition, Cantor may participate in a “piggyback” registration only during the seven-year

period beginning on the effective date of the IPO Registration Statement.

We will bear the expenses incurred in connection with the filing

of any such registration statements.

Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating

distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination

within the Combination Period.

However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to

liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination

within the Combination Period.

Additionally,

pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles

to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to

redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other

material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash,

equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and

not previously released to us to pay our taxes, if any, divided by the number of then outstanding Public Shares.

Director Independence

The Nasdaq Rules require that a majority of our Board of Directors

be independent within one year of our Initial Public Offering.

Nasdaq Rules require that

a majority of our Board of Directors be independent within one year of our Initial Public Offering.

An “independent director”

is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the

listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).

Our Board of Directors has determined that each of Ms.

Eisenhart, Mr.

Pierce are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors

have regularly scheduled meetings at which only independent directors are present.

Principal Accountant Fees and Services.

Shanahan and Mr.

Pierce are “independent directors”

as defined in the Nasdaq Rules and applicable SEC rules.

Our independent directors have regularly scheduled meetings at which only independent

directors are present.

Principal Accountant Fees and

The following is a summary

of fees paid or to be paid to Withum for services rendered.

Audit fees consist of fees for professional services rendered for the

audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings.

aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial

information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from May 13,

2024 (inception) through December 31, 2024 totaled approximately $82,160.

The above amounts include interim procedures and audit fees,

as well as attendance at Audit Committee meetings.

Audit fees consist of the

aggregate fees for professional services rendered for the (audit of our year-end financial statements and services that are normally provided

by Withum in connection with regulatory filings.

The aggregate fees of Withum for professional services rendered for the (i) audit of

our annual financial statements and (ii) review of the financial information included in our Forms 10-Q for the respective periods and

other required filings with the SEC for the year ended December 31, 2025 and the period from May 13, 2024 (inception) through December

31, 2024 totaled approximately $101,920 and $82,160, respectively.

The above amounts include interim procedures and audit fees, as well

as attendance at Audit Committee meetings.

Audit-Related Fees

Audit-related fees consist of fees billed for assurance and related

services that are reasonably related to performance of the audit or review of our financial statement and are not reported under “Audit

Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial

accounting and reporting standards.

We did not pay Withum for any audit-related fees for the period from May 13, 2024 (inception) through

December 31, 2024.

Tax fees consist of fees billed for professional services relating

to tax compliance, tax planning and tax advice.

We did not pay Withum for tax services, planning or advice for the period from May 13,

2024 (inception) through December 31, 2024.

Audit-related fees consist

of the aggregate fees billed for assurance and related services that are reasonably related to performance of the audit or review of our

financial statements and are not reported under “Audit Fees.” These services include attest services that are not required

by statute or regulation and consultations concerning financial accounting and reporting standards.

We did not pay Withum for any audit-related

fees for the year ended December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024.

fees consist of the aggregate fees billed for professional services relating to tax compliance, tax planning and tax advice.

We paid Withum $4,160 and $0 for tax services, planning or advice for the year ended December 31, 2025 and the period from May 13, 2024

(inception) through December 31, 2024, respectively.

All Other Fees

All other fees consist of fees billed for all other services.

We did not pay Withum for any other services for the period from May 13, 2024 (inception) through December 31, 2024.

other fees consist of the aggregate fees billed for all other services.

We did not pay Withum for any other services for

the year ended December 31, 2025 and the period from May 13, 2024 (inception) through December 31, 2024.

Pre-Approval Policy

Our Audit Committee was formed upon the consummation of our Initial

Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior

to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation of our Audit Committee, and on a

going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and

to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services

described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

Our Audit Committee was formed

upon the consummation of our Initial Public Offering.

As a result, the Audit Committee did not pre-approve all of the foregoing services,

although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors.

Since the formation

of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted

non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis

exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the

Exhibit and Financial Statement Schedules.

following documents are filed as part of this Report:

(1) Financial Statement

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)

Balance Sheet as of December 31, 2024

Statement of Operations for the period from May 13, 2024 (inception) through December 31, 2024

Statement of Changes in Shareholders’ Deficit for the period from May 13, 2024 (inception) through December 31, 2024

Statement of Cash Flows for the period from May 13, 2024 (inception) through December 31, 2024

Notes to Financial Statement

(2) Financial

Statement Schedules

The following documents are filed as part of this Report:

Financial Statements

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception)

through December 31, 2024

Notes to Financial Statements

Financial Statement Schedules

All financial statement schedules

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented

in the financial statement and notes thereto beginning on page F-1 of this Report.

are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in

the financial statements and notes thereto beginning on page F-1 of this Report.

We hereby file as part of

5 unchanged sentences

LAUNCH TWO ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENT

Report of Independent Registered Public Accounting Firm

Financial Statement:

Statement of Operations

Statement of Changes in Shareholders’ Deficit

Statement of Cash Flows

Notes to Financial Statement

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

Financial Statements:

Balance Sheets as of December 31, 2025 and 2024

Statements of Operations for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024

Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024

Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

Board of Directors and Shareholders

Launch Two Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheet

of Launch Two Acquisition Corp as of December 31, 2024, the related statements of operations, changes in shareholders’ deficit, and

cash flows for the period ended May 13, 2024 (inception) through December 31, 2024 and the related notes (collectively referred to as

the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial

position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the period ended May 13, 2024

(inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets

of Launch Two Acquisition Corp.

as of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’

deficit, and cash flows for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December 31, 2024,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of Launch Two Acquisition Corp.

as of December 31, 2025 and 2024, and the results

of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 13, 2024 (Inception) through December

31, 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that Launch Two Acquisition Corp.

will continue as a going concern.

As discussed in Note 1 to the financial statements, if Launch Two Acquisition Corp.

is unable to raise additional funds to alleviate liquidity

needs and complete a business combination by October 9, 2026, unless extended, then Launch Two Acquisition Corp.

will cease all operations

except for the purpose of liquidating.

The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial

doubt about Launch Two Acquisition Corp.’s ability to continue as a going concern.

Management’s plans regarding these matters

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and

are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

of the entity’s management.

Our responsibility is to express an opinion on these financial statements based on our audits.

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required

to be independent with respect to Launch Two Acquisition Corp.

in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the

financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we

engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity's internal

control over financial reporting.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

Launch Two Acquisition Corp.

is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to

assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor

We have served as the Company’s auditor since 2024.

New York, New York

March 26, 2026

PCAOB ID# 100

PCAOB ID Number 100

LAUNCH TWO ACQUISITION CORP.

BALANCE SHEET

DECEMBER 31, 2024

BALANCE SHEETS

Current assets

4 unchanged sentences

$ 243,717,770

$ 234,741,199

LIABILITIES AND SHAREHOLDERS’ DEFICIT

3 unchanged sentences

Total current liabilities

Deferred underwriting fee payable

Deferred Fee payable

TOTAL LIABILITIES

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $ 10.15 per share

Class A Ordinary Shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.58 and $ 10.15 per share at December 31, 2025 and 2024, respectively

SHAREHOLDERS’ DEFICIT

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding

none issued and outstanding as of December 31, 2025 and 2024

Class A Ordinary Shares, $ 0.0001 par value;

500,000,000 shares authorized;

none issued or outstanding (excluding 23,000,000 shares subject to possible redemption)

none issued and outstanding as of December 31, 2025 and 2024 (excluding 23,000,000 shares subject to possible redemption)

Class B Ordinary Shares, $ 0.0001 par value;

50,000,000 shares authorized;

5,750,000 shares issued and outstanding

5,750,000 shares issued and outstanding as of December 31, 2025 and 2024

Additional paid-in capital

Accumulated deficit

( 10,747,242 )

( 9,838,851 )

TOTAL SHAREHOLDERS’ DEFICIT

( 10,746,667 )

( 9,838,276 )

TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT

$ 243,717,770

The accompanying notes are an integral

part of this financial statement.

$ 234,741,199

The accompanying notes are an integral part

of these financial statements.

LAUNCH TWO ACQUISITION CORP.

STATEMENT OF OPERATIONS

FOR THE PERIOD FROM MAY 13, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

General and administrative costs

STATEMENTS OF OPERATIONS

General and administrative expenses

Loss from operations

Other income:

Interest earned on Bank Account

Interest earned on cash and marketable securities held in Trust Account

Unrealized gain on marketable securities held in Trust Account

Total other income

Weighted average shares outstanding of Class A ordinary shares

Basic and diluted net income per ordinary share, Class A ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Basic net income per share, Class B ordinary shares

Weighted average shares outstanding, Class B ordinary shares

Diluted net income per share, Class B ordinary shares

The accompanying notes are an integral

part of this financial statement.

Interest earned on Bank Account

Unrealized income on cash and marketable securities held in Trust Account

Total other income, net

Basic and diluted weighted average shares outstanding of redeemable Class A Ordinary Shares

Basic and diluted net income per ordinary share, redeemable Class A Ordinary Shares

Basic weighted average shares outstanding of non-redeemable Class B Ordinary Shares

Basic net income per share, non-redeemable Class B Ordinary Shares

Diluted weighted average shares outstanding of non-redeemable Class B Ordinary Shares

Diluted net income per share, non-redeemable Class B Ordinary Shares

The accompanying notes are an integral part

of these financial statements.

LAUNCH TWO ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDERS’

FOR THE PERIOD FROM MAY 13, 2024

STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE YEAR ENDED DECEMBER 31, 2025 AND FOR

THE PERIOD FROM MAY 13, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

14 unchanged sentences

( 9,838,276 )

The accompanying notes are an integral

part of this financial statement.

Accretion for Class A Ordinary Shares to redemption value

( 9,819,897 )

Balance – December 31, 2025

$ ( 10,747,242 )

$ ( 10,746,667 )

The accompanying notes are an integral part

of these financial statements

LAUNCH TWO ACQUISITION CORP.

STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM MAY 13, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENTS OF CASH FLOWS

Cash flows from operating activities:

Adjustments to reconcile net income to net cash used in operating activities:

Payment of expenses through promissory note

General and administrative costs applied to prepaids contributed by Sponsor through promissory note – related party

Payment of expenses through IPO Promissory Note – related party

General and administrative costs applied to prepaids contributed by Sponsor through IPO Promissory Note – related party

Interest earned on cash and marketable securities held in Trust Account

( 9,819,897 )

( 2,281,141 )

Unrealized gain on marketable securities held in Trust Account

12 unchanged sentences

Proceeds from sale of Private Placements Warrants

Repayment of promissory note - related party

Repayment of IPO Promissory Note - related party

Payment of offering costs

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Net Change in Cash

2 unchanged sentences

Supplemental disclosure of cash flow information:

Deferred underwriting fee payable

Deferred Fee payable

Deferred costs included in accrued offering costs

Deferred offering costs contributed by Sponsor through promissory note – related party

Deferred offering costs contributed by Sponsor through IPO Promissory Note – related party

Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares

Prepaid services contributed by Sponsor through the promissory note – related party

The accompanying notes are an integral

part of this financial statement.

Prepaid services contributed by Sponsor through the IPO Promissory Note – related party

The accompanying notes are an integral part

of these financial statements.

LAUNCH TWO ACQUISITION CORP.

to Financial Statement

DESCRIPTION OF ORGANIZATION AND BUSINESS

to Financial Statements

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Launch Two Acquisition Corp.

(the “Company”)

is a blank check company incorporated as a Cayman Islands exempted corporation on May 13, 2024.

The Company was incorporated for

the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business

combination with one or more businesses (the “Business Combination”).

As of December 31, 2024, the Company had not

commenced any operations.

All activity for the period from May 13, 2024 (inception) through December 31, 2024 relates to the Company’s

formation, and since the initial public offering (“Initial Public Offering”), which is described below, has been focused

on the search for a target company.

The Company will not generate any operating revenues until after the completion of its initial Business

Combination, at the earliest.

The Company generates non-operating income in the form of interest income on investments from the proceeds

derived from the Initial Public Offering.

(the “Company”) is a

blank check company incorporated as a Cayman Islands exempted corporation on May 13, 2024.

The Company was incorporated for the purpose

of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business Combination

with one or more businesses (the “Business Combination”).

The Company may pursue an initial Business Combination in any business

As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target.

The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage

and emerging growth companies.

As of December 31, 2025, the Company had not commenced

any operations.

All activities for the period from May 13, 2024 (inception) through December 31, 2025 relate to the Company’s

formation, and since the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target

company and negotiating the terms of a Business Combination.

The Company will not generate any operating revenues until after the completion

of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income on investments

from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering

was declared effective on October 7, 2024.

On October 9, 2024, the Company consummated the Initial Public Offering of 23,000,000 units

(the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”),

which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,000,000 Units, at $ 10.00 per Unit,

generating gross proceeds of $ 230,000,000 , which is described in Note 3.

The Registration Statement on Form S-1 for the

Initial Public Offering, initially filed with the U.S.

Securities and Exchange Commission (the “SEC”) on July 24, 2024 (File

333-280965), was declared effective on October 7, 2024 (as amended, the “IPO Registration Statement”).

On October 9, 2024,

the Company consummated the initial public offering of 23,000,000 units (the “Units”), which included the full exercise of

the Over-Allotment Option (as defined in Note 6) in the amount of 3,000,000 units (the “Option Units”), at $ 10.00 per Unit,

generating gross proceeds of $ 230,000,000 (the “Initial Public Offering”), which is described in Note 3.

Each Unit consists

of one Class A ordinary share, par value $ 0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect

to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company

(the “Public Warrants”).

Simultaneously with the closing of the Initial

Public Offering, the Company consummated the sale of an aggregate of 7,075,000 warrants (the “Private Placement Warrants”,

at a price of $ 1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Launch Two Sponsor LLC (the

“Sponsor”), and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, generating

gross proceeds of $ 7,075,000 , which is described in Note 4.

and together with the Public Warrants, the “Warrants”) at a price of $ 1.00 per Private Placement Warrant, in a private placement

to (i) the Company’s sponsor, Launch Two Sponsor LLC (the “Sponsor”), and (ii) Cantor Fitzgerald & Co.

the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), generating gross proceeds

to the Company of $ 7,075,000 (the “Private Placement”), which is described in Note 4.

Of those 7,075,000 Private Placement

Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants and Cantor purchased 2,575,000 Private Placement Warrants.

Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment.

Additionally, at the closing of the Initial Public

2 unchanged sentences

Transaction costs amounted to $ 15,615,485 , consisting

of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee and $ 665,485 of other offering costs.

The Company’s management has broad discretion

with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although

substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred

underwriting commissions).

The Company’s Business Combination must

be with one or more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account

(as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust

Account) at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business

Combination if the post-Business Combination company owns or acquires 50 % or more of the outstanding voting securities of the target

or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that

the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on October 9,

2024, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement

Warrants was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting

as trustee, and will be invested only in U.S.

government treasury obligations with a maturity of 185 days or less or in money

market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S.

treasury obligations;

the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the

intended Business Combination.

To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment

Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based

on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment

Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account

in cash or in an interest-bearing demand deposit account at a bank.

Except with respect to interest earned on the funds held in the Trust

Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the

Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s

initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial

Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the

Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption

of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and

restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow

redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s public shares if the Company has

not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions

of $ 4,000,000 of cash underwriting discount, the Deferred Fee (as defined in Note 6) of $ 10,950,000 and $ 665,485 of other offering costs.

The Company’s management (“Management”)

has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,

although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the

Deferred Fee).

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

The Business Combination must be with one or more

target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below)

(excluding the amount of the Deferred Fee held and taxes payable on the income earned on the Trust Account, if any) at the time of the

signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination if the post-Business

Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling

interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

There is no assurance that the Company will be able to successfully consummate

a Business Combination.

Following the closing of the Initial Public Offering,

on October 9, 2024, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the Initial Public Offering and the Private Placement

was placed in a trust account (the “Trust Account”), located in the United States, with Continental Stock Transfer & Trust

Company (“Continental”) acting as trustee.

The funds in the Trust Account may be invested only in U.S.

Department of

the Treasury (“Treasury”) obligations with a maturity of 185 days or less or in money market funds meeting certain conditions

under Rule 2a-7 under the Investment Company Act that invest only in direct Treasury obligations;

the holding of these assets

in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination.

To mitigate the risk

that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer

that the Company holds investments in the Trust Account, the Company may, at any time (based on Management’s ongoing assessment

of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the

investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit

account at a bank.

Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to

pay its taxes, if any, the proceeds from the Initial Public Offering and the Private Placement will not be released from the Trust Account

until the earliest of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the

Company is unable to complete the initial Business Combination by October 9, 2026 or by such earlier liquidation date as the Company’s

board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the

Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and

articles of association (as currently in effect, the “Amended and Restated Articles”) to modify (1) the substance or timing

of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public

Shares if the Company has not consummated an initial Business Combination within the Combination Period or (2) any other material provisions

relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited in the Trust Account could

become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s

public shareholders.

The Company will provide the Company’s

public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business

Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without

a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be

entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned

on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the

At the closing of the Initial Public Offering, the amount in the Trust Account was $ 10.05 per public share.

The ordinary shares subject to redemption were

recorded at a redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing

Liabilities from Equity.”

The Company will have only the duration of the

Completion Window to complete the initial Business Combination.

However, if the Company is unable to complete its initial Business Combination

within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days

after the Completion Window, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit

in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $ 100,000 of interest

to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete

payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for

claims of creditors and subject to the other requirements of applicable law.

become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the holders of the

Public Shares (the “Public Shareholders”).

The Company will provide the Public Shareholders

with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either

(i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote

by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination

or conduct a tender offer will be made by the Company, solely in its discretion.

The Public Shareholders will be entitled to redeem their

Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as

of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held

in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations

of applicable law and the Amended and Restated Articles.

As of December 31, 2025, the amount in the Trust Account was $ 10.58 per Public

The Ordinary Shares (as defined in Note 5) subject

to possible redemption were recorded at a redemption value and classified as temporary equity at the completion of the Initial Public

Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)

Topic 480, “Distinguishing Liabilities from Equity” (“ASC 480”).

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

The Company has only the duration of the Combination

Period to complete the initial Business Combination.

If the Company is unable to complete its initial Business Combination within the

Combination Period, the Company will cease all operations except for the purpose of winding up and as promptly as reasonably possible,

but not more than ten business days after the Combination Period, redeem the Public Shares, at a per-share price, payable in

cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account

(less taxes payable and up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares,

which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’

rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s

obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

their founder shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption

rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the Trust

Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion

Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold

if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from

assets outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after

the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance

with the requirements of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it

will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,

or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar

agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per

public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $ 10.05 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity

of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933,

as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations,

nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company

believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would

be able to satisfy those obligations.

Liquidity and Capital Resources

into a letter agreement with the Company, dated July 11, 2024, pursuant to which they have agreed to (i) waive their redemption rights

with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with (x) the completion of the initial Business

Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination

if the Company determines it is desirable to facilitate the completion of the initial Business Combination and (y) a shareholder vote

to approve an amendment to the Amended and Restated Articles to modify (1) the substance or timing of the Company’s obligation to

allow redemption in connection with the initial Business Combination or to redeem 100 % of the Public Shares if the Company has not consummated

an initial Business Combination within the Combination Period or (2) any other material provisions relating to shareholders’ rights

or pre-initial Business Combination activity;

(ii) waive their rights to liquidating distributions from the Trust Account with respect

to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they

will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails

to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust

and (iii) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering

(including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements

of Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which would not be voted in favor

of approving the Business Combination) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable

to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective

target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business

Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per Public Share and (ii) the

actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per

Public Share due to reductions in the value of the Trust Account assets, less taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the Underwriters

against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified

whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets

are securities of the Company.

Therefore, the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations.

Liquidity, Capital Resources, and Going Concern

As of December 31, 2025, the Company had operating

cash of $ 935,701 and working capital of $ 1,040,474 .

The Company intends to use the funds held outside the Trust Account primarily

to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,

plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material

agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

In connection with the Company’s assessment

of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of December 31, 2024, the Company does

not believe it will need to raise additional funds in order to meet the expenditures required for operating its business.

the Company’s estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business

Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business

prior to its Business Combination.

Moreover, the Company may need to obtain additional financing either to complete its Business Combination

or because the Company may become obligated to redeem a significant number of its Public Shares upon consummation of its Business Combination,

in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

cash of $ 250,079 and a working capital surplus of $ 203,333 .

The Company uses the funds held outside the Trust Account primarily to identify

and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants

or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements

of prospective target businesses, and structure, negotiate and complete a Business Combination.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

The Company has incurred and expects to continue

to incur significant costs in pursuit of its acquisition plans.

The Company may need to raise additional capital through loans or additional

investments from its Sponsor, shareholders, officers, directors, or third parties.

The Company’s officers, directors and Sponsor

may, but are not obligated to, loan the Company Working Capital Loans (as defined in Note 5), from time to time or at any time, in whatever

amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs.

Accordingly, the Company may

not be able to obtain additional financing.

If the Company is unable to raise additional capital, it may be required to take additional

measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit

of a potential transaction, and reducing overhead expenses.

The Company cannot provide any assurance that new financing will be available

to it on commercially acceptable terms, if at all.

If the Company is unable to complete the Business Combination because it does not have

sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account.

Management plans to address this uncertainty through

a Business Combination.

If a Business Combination is not consummated by the end of the Combination Period, currently October 9, 2026,

there will be a mandatory liquidation and subsequent dissolution of the Company.

In connection with the Company’s assessment of

going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements- Going Concern,”

Management has determined the Company’s liquidity condition, the date of mandatory liquidation and subsequent dissolution raise

substantial doubt about the Company’s ability to continue as a Going Concern.

The accompanying financial statements do not include

any adjustments that might result from the Company’s inability to continue as a Going Concern.

SIGNIFICANT ACCOUNTING POLICIES

1 unchanged sentence

The accompanying financial statements are presented

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”).

Emerging Growth Company

dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the accounting and disclosure rules and regulations of the SEC.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012

(the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable

to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the

auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive

compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote

on executive compensation and shareholder approval of any golden parachute payments not previously approved.

as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the

“JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other

public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation

requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in

its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private

companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities

registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides

that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period,

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company

can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but

any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that

when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the accompanying financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging

growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences

in accounting standards used.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

Use of Estimates

The preparation of the financial statements in

conformity with U.S.

GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported

amounts of revenues and expenses during the reporting period.

The preparation of the accompanying financial

statements in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the accompanying financial statements and the reported

amounts of revenues and expenses during the reporting periods.

Making estimates requires Management to exercise

1 unchanged sentence

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

that existed at the date of the accompanying financial statements, which Management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

2 unchanged sentences

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 935,701 in cash and no cash

equivalents as of December 31, 2024.

Cash and Investments Held in Trust Account

At December 31, 2024, substantially all of the

assets held in the Trust Account were held in U.S.

Treasury Bills.

The marketable securities are presented at fair value on the balance

Gains and losses resulting from the change in fair value of marketable securities held in the Trust Account are included in interest

earned on marketable securities held in Trust Account in the statements of operations.

For the period from May 13, 2024 (inception) through

December 31, 2024, the Company did not withdraw any interest earned on the Trust Account.

The Company had $ 250,079 and $ 935,701 in cash

and no cash equivalents as of December 31, 2025 and 2024, respectively.

Cash and Marketable Securities Held in Trust

The Company’s portfolio of investments is

comprised of cash and U.S.

government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with

a maturity of 185 days or less, or investments in money market funds that invest in U.S.

government securities and generally

have a readily determinable fair value, or a combination thereof.

When the Company’s investments held in the Trust Account are comprised

government securities, the investments are classified as trading securities, which are presented at fair value.

Gains and losses

resulting from the change in fair value of these securities are included in interest income on cash and marketable securities held in

Trust Account in the accompanying statements of operations.

The estimated fair values of investments held in the Trust Account are determined

using available market information.

At December 31, 2025, the assets held in the Trust Account of $ 243,358,236 were held in money market

At December 31, 2024, substantially all of the assets held in the Trust Account of $ 233,538,339 were held in Treasury Bills.

For the year ended December 31, 2025 and 2024,

the Company recorded $ 9,819,897 and $ 2,281,141 , respectively, of interest earned on cash and marketable securities held in Trust Account

in the accompanying statements of operations.

For the year ended December 31, 2025, the Company did not withdraw any interest earned on

the Trust Account.

Offering Costs

The Company complies with the requirements of

FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs

consist principally of professional and registration fees that are related to the Initial Public Offering.

FASB ASC 470-20, “Debt

with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity

and debt components.

The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A

ordinary shares and warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the

warrants and then to the Class A ordinary shares.

Offering costs allocated to the Class A ordinary shares were charged to temporary

equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as Public

and Private Placement Warrants after management’s evaluation were accounted for under equity treatment.

FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs – SEC Materials”, and SEC Staff Accounting Bulletin

Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that

are related to the Initial Public Offering.

FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the

allocation of proceeds from the issuance of convertible debt into its equity and debt components.

The Company applies this guidance to

allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by

allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares.

Offering costs

allocated to the Public Shares were charged to temporary equity.

Offering costs allocated to the Warrants were charged to shareholders’

deficit as the Warrants were accounted for under equity treatment based on the equity classification of the underlying financial instruments,

after Management’s evaluation.

Concentration of Credit Risk

4 unchanged sentences

adverse impact on the Company’s financial condition, results of operations, and cash flows.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

Fair Value of Financial Instruments

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the condensed balance sheet, primarily due to its short-term nature.

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

The Company accounts for income taxes under FASB

ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting

for income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases

of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to

the periods in which the differences are expected to affect taxable income.

ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for

income taxes.

Deferred income tax assets and liabilities are computed for differences between the accompanying financial statements and

tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable

to the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to

reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in

a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing

The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024,

there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

ASC 740 prescribes a recognition threshold and

a measurement attribute for the accompanying financial statements recognition and measurement of tax positions taken or expected to be

taken in a tax return.

For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination

by taxing authorities.

Management determined that the Cayman Islands is the Company’s only major tax jurisdiction.

The Company recognizes

accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2025 and 2024, there were

no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

3 unchanged sentences

Warrant Instruments

The Company accounted for 11,500,000 Public and

7,075,000 Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance

contained in FASB ASC Topic 815, “Derivatives and Hedging”.

Accordingly, the Company evaluated and recorded the warrant

instruments under equity treatment at fair value.

Such guidance provides that the warrants described above were not precluded from equity

classification.

Equity-classified contracts are initially measured at fair value (or allocated value).

Subsequent changes in fair value

are not recognized as long as the contracts continue to be classified in equity in accordance with ASC 480 and ASC 815.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounted for 11,500,000 Public Warrants

and 7,075,000 Private Placement Warrants issued in connection with the Initial Public Offering and the Private Placement in accordance

with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”).

Accordingly, the

Company evaluated and recorded the warrant instruments under equity treatment at fair value.

Such guidance provides that the Warrants

described above were not precluded from equity classification.

Equity-classified contracts are initially measured at fair value (or allocated

Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity in accordance

with ASC 480 and ASC 815.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

Class A Ordinary Shares Subject to Possible

The Public Shares contain a redemption feature

which allows for the redemption of such public shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99,

the Company classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within

the control of the Company.

The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying

value of redeemable shares to equal the redemption value at the end of each reporting period.

Immediately upon the closing of the Initial

Public Offering, the Company recognized the accretion from initial book value to redemption value.

The change in the carrying value of

redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

as of December 31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity,

outside of the shareholders’ deficit section of the Company’s balance sheet.

As of December 31, 2024, the Class A ordinary

shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

that allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder

vote or tender offer in connection with the initial Business Combination.

In accordance with FASB ASC Topic 480-10-S99, “Distinguishing

Liabilities from Equity”, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the

redemption provisions are not solely within the control of the Company.

The Company recognizes changes in redemption value immediately

as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.

At closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value.

in the carrying value of redeemable Class A Ordinary Shares will result in charges against additional paid-in capital (to the extent available)

and accumulated deficit.

Accordingly, as of December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption are presented

at redemption value as temporary equity, outside of the shareholders’ deficit section of the accompanying balance sheets.

December 31, 2025 and 2024, Class A Ordinary Shares subject to possible redemption reflected in the balance sheets are reconciled in the

following table:

Gross proceeds

5 unchanged sentences

Class A Ordinary Shares subject to possible redemption, December 31, 2024

Accretion of carrying value to redemption value

Class A Ordinary Shares subject to possible redemption, December 31, 2025

$ 243,358,236

Net Income per Ordinary Share

Net income per ordinary share is computed by

dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject

to forfeiture.

Weighted average shares were reduced for the effect of an aggregate of 750,000 ordinary shares that would have been subject

to forfeiture had the over-allotment option not been exercised by the underwriters.

The table below presents a reconciliation of

the numerator used to compute basic and diluted net income per ordinary share:

The Company complies with accounting and disclosure

requirements of ASC 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ordinary

shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes of shares.

Net income per Ordinary Share

is computed by dividing net income by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary

Shares subject to forfeiture.

Prior to the IPO, weighted average shares were reduced for the effect of an aggregate of 750,000 Ordinary

Shares that would have been subject to forfeiture had the Over-Allotment Option not been exercised by the Underwriters.

The table below presents a reconciliation of the

numerator used to compute basic and diluted net income per Ordinary Share.

For the period from

For the Year Ended

(Inception) through

December 31, 2025

December 31, 2024

Basic net income per Ordinary Share

2 unchanged sentences

Basic net income per Ordinary Share

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

For the period from

For the Year Ended

(Inception) through

December 31, 2025

December 31, 2024

Diluted net income per Ordinary Share

2 unchanged sentences

Diluted net income per Ordinary Share

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures,

on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker

(“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the

reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities

will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a

single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment

disclosures in Topic 280.

This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods

within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe that any recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

Recent Accounting Standards

In November 2024, the FASB issued Accounting Standards

Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic

Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional

information about specific expense categories in the notes to the financial statements on an interim and annual basis.

ASU 2024-03 is

effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption

The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying financial statements.

INITIAL PUBLIC OFFERING

Pursuant to the Initial Public Offering, on October

9, 2024, the Company sold 23,000,000 Units, which includes the full exercise by the underwriters of their over-allotment option in the

amount of 3,000,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, and one-half of

one redeemable warrant .

Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $ 11.50 per share,

subject to adjustment.

Each warrant will become exercisable 30 days after the completion of the initial Business Combination and will

expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

As of December 31, 2024, there were 18,575,000

warrants outstanding, including 11,500,000 Public Warrants and 7,075,000 Private Placement Warrants.

Each whole warrant entitles the

holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment as discussed herein.

cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York

City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver

any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless

a registration statement under the Securities Act with respect to the Class A ordinary shares issuable upon exercise of the warrants

is then effective and a prospectus relating thereto is current.

No warrant will be exercisable and the Company will not be obligated

to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable upon such warrant exercise has

been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the

In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the

holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.

will the Company be required to net cash settle any warrant.

In the event that a registration statement is not effective for the exercised

warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A

ordinary share underlying such unit.

Under the terms of the warrant agreement, the

Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business

Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement

for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A

ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same

to become effective within 60 business days following the Company’s initial business combination and to maintain a current

prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in

accordance with the provisions of the warrant agreement.

If a registration statement covering the Class A ordinary shares issuable

upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination,

warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have

failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act or another exemption.

Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise

of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under

Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their

warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event

the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the

Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable

blue sky laws to the extent an exemption is not available.

If the holders exercise their public warrants

on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares

equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares issuable upon exercise of the warrants,

multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants

by (y) the fair market value.

The “fair market value” is the average reported closing price of the Class A ordinary shares

for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant

agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per

Class A Ordinary Share Equals or Exceeds $ 18.00 :

The Company may redeem the outstanding warrants:

Once the warrants become exercisable, the Company

may redeem the Public Warrants:

whole and not in part;

a price of $ 0.01 per warrant;

a minimum of 30 days ’ prior written notice of redemption (the “30-day redemption period”);

and only if, the closing price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to

the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 -trading day

period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days

before the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A

ordinary shares is increased by a share capitalization payable in Class A ordinary shares, or by a subdivision of ordinary

shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number

of Class A ordinary shares issuable upon exercise of each warrant will be increased in proportion to such increase in the outstanding

ordinary shares.

A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A

ordinary shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A ordinary

shares equal to the product of (i) the number of Class A ordinary shares actually sold in such rights offering (or issuable

under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A ordinary shares)

and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights offering and (y) the fair market

For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ordinary

shares, in determining the price payable for Class A ordinary shares, there will be taken into account any consideration received

for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume

weighted average price of Class A ordinary shares as reported during the ten ( 10 ) trading day period ending on the trading day

prior to the first date on which the Class A ordinary shares trade on the applicable exchange or in the applicable market, regular

way, without the right to receive such rights.

On November 27, 2024, the company announced that,

commencing on November 29, 2024, the holders of the units, each Unit consisting of one Class A ordinary share and one-half of the warrant,

with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share, may elect to separately

trade the Class A Ordinary Shares and the Warrants included in the Units.

No fractional Warrants will be issued upon separation of the

Units and only whole Warrants will trade.

The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market

under the symbols “LPBB” and “LPBBW,” respectively.

Holders of Units will need to have their brokers contact

Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary

Shares and Warrants .

In the Initial Public Offering, on October 9,

2024, the Company sold 23,000,000 Units, which included the full exercise of the Over-Allotment Option in the amount of 3,000,000 Units,

at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Public Share, and one-half of one Public Warrant.

Each whole Public

Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment (see Note 7).

PRIVATE PLACEMENT

Simultaneously with the closing of the Initial

Public Offering, the Sponsor and Cantor Fitzgerald & Co.

purchased an aggregate of 7,075,000 Private Placement Warrants, each exercisable

to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant, or $ 7,075,000 in the aggregate.

Of those 7,075,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants and Cantor Fitzgerald &

purchased 2,575,000 Private Placement Warrants.

Each whole warrant entitles the registered holder to purchase one Class A ordinary

share at a price of $ 11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants

sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted

Public Offering, the Sponsor and Cantor purchased an aggregate of 7,075,000 Private Placement Warrants, each exercisable to purchase one

Class A Ordinary Share at $ 11.50 per share, at a price of $ 1.00 per Private Placement Warrant, or $ 7,075,000 in the aggregate.

7,075,000 Private Placement Warrants, the Sponsor purchased 4,500,000 Private Placement Warrants and Cantor purchased 2,575,000 Private

Placement Warrants.

Each whole Private Placement Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price

of $ 11.50 per share, subject to adjustment (see Note 7).

The Private Placement Warrants are identical to

the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted

transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these

Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days

after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect

to private placement warrants held by Cantor Fitzgerald & Co.

and/or its designees, will not be exercisable more than five years

from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

The Sponsor, officers and directors have entered

into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to

their founder shares and public shares in connection with the completion of the initial Business Combination;

(ii) waive their redemption

rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation

to allow redemption in connection with the initial Business Combination or to redeem 100 % of the public shares if the Company has not

consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating

to shareholders’ rights or pre-initial Business Combination activity;

(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

and (iv) vote any founder shares held by them and any public shares purchased during or after

the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance

with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination)

in favor of the initial Business Combination.

after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to

the Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five years from the commencement

of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

RELATED PARTY TRANSACTIONS

2 unchanged sentences

contribution of $ 25,000 , or approximately $ 0.004 per share, to cover certain of the Company’s expenses, for which the Company issued

5,750,000 founders shares to the Sponsor.

Up to 750,000 of the founder shares were subject to surrender by the Sponsor for no consideration

depending on the extent to which the underwriters’ over-allotment option was exercised.

On October 9, 2024, the underwriters exercised

their over-allotment option in full as part of the closing of the Initial Public Offering.

As such, the 750,000 founder shares are no

longer subject to forfeiture.

The Company’s initial shareholders have

agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary shares issued upon conversion thereof

until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which

the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that

results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities

or other property.

Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s initial

shareholders with respect to any founder shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price

of the Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

5,750,000 of the Company’s Class B ordinary shares, par value $ 0.0001 per share (the “Class B Ordinary Shares”,

and together with the Class A Ordinary Shares, the “Ordinary Shares”), to the Sponsor (such shares, the “Founder Shares”).

Up to 750,000 of the Founder Shares were subject to surrender by the Sponsor for no consideration depending on the extent to which the

Over-Allotment Option was exercised.

On October 9, 2024, the Underwriters exercised their Over-Allotment Option in full as part of the

closing of the Initial Public Offering.

As such, the 750,000 Founder Shares are no longer subject to forfeiture.

The holders of the Founder Shares have agreed

not to transfer, assign or sell any of their Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until

the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the

Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results

in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other

Any permitted transferees will be subject to the same restrictions and other agreements of such initial holders of the Founder

Shares with respect to any Founder Shares (the “Lock-up”).

Notwithstanding the foregoing, if (1) the closing price of

the Class A Ordinary Shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days

after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which

results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the founder

shares will be released from the Lock-up.

Promissory Note — Related

The Sponsor has agreed to loan the Company an

aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering.

The loan was non-interest bearing,

unsecured and due at the earlier of December 31, 2024 or the closing of the Initial Public Offering.

As of December 31, 2024,

the Company had borrowed $ 0 under the promissory note.

The Company repaid all the outstanding balance of the note at the closing of the

Initial Public Offering on October 9, 2024 and borrowings under the note are no longer available.

On October 9, 2024, the Company repaid all outstanding

amounts under the promissory note.

after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination that

results in the Company’s shareholders having the right to exchange their Ordinary Shares for cash, securities or other property,

the Founder Shares will be released from the Lock-up.

IPO Promissory Note

The Sponsor agreed to loan the Company an aggregate

of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “IPO

Promissory Note”).

The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2024 or the closing

of the Initial Public Offering.

As of December 31, 2025 and 2024, the Company had borrowed $ 0 and $ 300,000 , respectively, under the IPO

Promissory Note.

The Company repaid all the outstanding balance of the IPO Promissory Note at the closing of the Initial Public Offering

on October 9, 2024 and borrowings under the IPO Promissory Note are no longer available.

Advance from Related Party

Prior to the initial public offering, the Company

received a $ 42,923 advance from the Sponsor.

The Company repaid the advance in full upon the closing of the initial public offering.

of December 31, 2025 and 2024, there were no amounts outstanding.

Administrative Services Agreement

1 unchanged sentence

affiliate of the Sponsor pursuant to which, commencing on October 7, 2024, through the earlier of consummation of the initial Business

Combination or the liquidation, the Company will pay an aggregate of $ 12,500 per month for office space, utilities, and secretarial and

administrative support.

As of December 31, 2024, the Company incurred and paid $ 34,274 in fees for these services, which amounts are

included in the accompanying statement of operations.

Related Party Loans

Combination or the liquidation, the Company pays an aggregate of $ 12,500 per month for office space, utilities, and secretarial and administrative

For the year ended December 31, 2025, the Company incurred and paid $ 150,000 in fees for these services, which amounts are included

in the accompanying statements of operations.

For the period from May 13, 2024 (inception) through December 31, 2024, the Company incurred

and paid $ 34,274 in fees for these services, which amounts are included in the accompanying statements of operations.

Working Capital Loans

In order to finance transaction costs in connection

7 unchanged sentences

Up to $ 1,500,000 of such Working Capital Loans may be convertible

into private placement warrants of the post Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

The warrants would be identical to the Private Placement Warrants.

As of December 31, 2024, no such Working Capital Loans were outstanding.

into warrants of the post-Business Combination entity at a price of $ 1.00 per warrant at the option of the lender.

Such warrants

would be identical to the Private Placement Warrants.

As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and

the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European

Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and

entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,

the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial business combination and any target business with which the Company may ultimately consummate an initial business combination.

Registration Rights

The Company’s ability

to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s

The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in

laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases

in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability,

such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia

or other armed hostilities.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration

or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights Agreement

The holders of the Founder Shares, Private Placement

2 unchanged sentences

securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination

pursuant to a registration rights agreement signed prior to the consummation of the Initial Public Offering.

The holders of these securities

are entitled to make up to three demands, excluding short form demands, that the Company registers such securities.

In addition, the

holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the

initial Business Combination.

The Company will bear the expenses incurred in connection with the filing of any such registration statements.

In addition, Cantor Fitzgerald & Co.

may participate in a piggyback registration only during the seven-year period beginning

on the effective date of the registration statement for the Initial Public Offering.

Underwriters’ Agreement

pursuant to a registration rights agreement, dated October 7, 2024.

The holders of these securities are entitled to make up to three demands,

excluding short form demands, that the Company registers such securities.

In addition, the holders have certain piggyback registration

rights with respect to registration statements filed subsequent to the completion of the initial Business Combination.

The Company will

bear the expenses incurred in connection with the filing of any such registration statements.

In addition, Cantor may participate in a

piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration Statement.

Underwriting Agreement

The Underwriters had a 45 -day option from the

date of the Initial Public Offering to purchase up to an additional 3,000,000 units to cover over-allotments, if any.

9, 2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment

option to purchase the additional 3,000,000 Units at a price of $ 10.00 per Unit.

date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any (the

“Over-Allotment Option”).

On October 9, 2024, simultaneously with the closing of the Initial Public Offering, the Underwriters

elected to fully exercise the Over-Allotment Option to purchase the additional 3,000,000 Option Units at a price of $ 10.00 per Option

The Underwriters were entitled to a cash underwriting

discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units

sold pursuant to the underwriters’ over-allotment option), which was paid at the closing of the Initial Public Offering.

Additionally,

the underwriters are entitled to a deferred underwriting discount of 4.50 % of the gross proceeds of the Initial Public Offering other

than those sold pursuant to the underwriters’ over-allotment option, and 6.50 % of the gross proceeds sold pursuant to the underwriters’

over-allotment option, $ 10,950,000 in the aggregate payable upon the completion of the Company’s initial Business Combination subject

to the terms of the underwriting agreement.

discount of $ 4,000,000 ( 2.0 % of the gross proceeds of the Units, excluding any proceeds pursuant to the Over-Allotment Option), which

was paid at the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting fee of

4.50 % of the gross proceeds of the Initial Public Offering, other than those sold pursuant to the Over-Allotment Option, and 6.50 % of

the gross proceeds sold pursuant to the Over-Allotment Option, $ 10,950,000 in the aggregate payable upon the completion of the initial

Business Combination subject to the terms of the Underwriting Agreement, dated October 7, 2024, by and between the Company and Cantor

(such fee, the “Deferred Fee”).

SHAREHOLDERS’ DEFICIT

Preference Shares — The

Company is authorized to issue a total of 5,000,000 preference shares at par value of $ 0.0001 each.

At December 31, 2024, there were

no preference shares issued or outstanding.

Class A Ordinary Shares — The

Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

December 31, 2024, there

were no Class A ordinary shares issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

Class B Ordinary Shares — The

Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

At December 31, 2024

there were 5,750,000 Class B ordinary shares issued and outstanding.

The founder shares will automatically convert into Class A ordinary

shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the

holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations

and the like, and subject to further adjustment as provided herein.

In the case that additional Class A ordinary shares, or any other

equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in

connection with the closing of the initial business combination, the ratio at which Class B ordinary shares convert into Class A

ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such

adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion

of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of (i) the total number of all Class A ordinary

shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the

underwriters’ over-allotment option and excluding the Class A ordinary shares issuable upon exercise of the private placement

warrants issued to the sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued,

in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be

issued, to any seller in the initial business combination and any private placement-equivalent warrants issued to the Sponsor or any of

its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions

of Class A ordinary shares by public shareholders in connection with an initial business combination;

provided that such conversion

of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A

ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange

rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires

the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or,

where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted

on by the Company’s shareholders.

Approval of certain actions require a special resolution under Cayman Islands law, which (except

as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to

do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s

amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles

of association and approving a statutory merger or consolidation with another company.

There is no cumulative voting with respect to

the appointment of directors, meaning, following the Company’s initial business combination, the holders of more than 50 % of the

ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business

Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of

directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special

resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving

a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Holders of the Class A ordinary shares will not

be entitled to vote on these matters during such time.

These provisions of the amended and restated memorandum and articles of association

may only be amended if approved by a special resolution passed by the affirmative vote of at least 90 % (or, where such amendment is proposed

in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled

to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Preference Shares

The Company is authorized to issue a total of

5,000,000 preference shares at par value of $ 0.0001 each.

At December 31, 2025 and 2024, there were no preference shares issued or outstanding.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

Class A Ordinary Shares

The Company is authorized to issue a total of

500,000,000 Class A Ordinary Shares at par value of $ 0.0001 each.

At December 31, 2025 and 2024, there were no Class A Ordinary

Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

Class B Ordinary Shares

The Company is authorized to issue a total of

50,000,000 Class B Ordinary Shares at par value of $ 0.0001 each.

At December 31, 2025 and 2024, there were 5,750,000 Class B Ordinary

Shares issued and outstanding.

The Founder Shares will automatically convert

into Class A Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier

at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations,

recapitalizations and the like, and subject to further adjustment as provided herein.

In the case that additional Class A Ordinary

Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering

and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares

convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary

Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary

Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20 % of the sum of (i) the total

number of all Class A Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A

Ordinary Shares issued pursuant to the Over-Allotment Option and excluding the Class A Ordinary Shares issuable upon exercise of

the Private Placement Warrants issued to the Sponsor), plus (ii) all Class A Ordinary Shares and equity-linked securities issued

or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities

issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the

Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of Working Capital Loans) minus (iii) any

redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination;

provided that such

conversion of Founder Shares will never occur on a less than one-for-one basis.

Holders of the Ordinary Shares are entitled to

one vote for each share held on all matters to be voted on by shareholders.

Unless specified in the Amended and Restated Articles or as

required by the Companies Act (As Revised) of the Cayman Islands or stock exchange rules, an ordinary resolution under Cayman Islands

law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders

as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is

generally required to approve any matter voted on by the Company’s shareholders.

Approval of certain actions requires a special

resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes

cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general

meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving

a statutory merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors,

meaning, following the initial Business Combination, the holders of more than 50 % of the Ordinary Shares voted for the appointment of

directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B

Ordinary Shares (i) have the right to vote on the appointment and removal of directors and (ii) are entitled to vote on continuing

the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents

or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside

the Cayman Islands).

Holders of Class A Ordinary Shares are not entitled to vote on these matters during such time.

These provisions

of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least

90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes

cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general

meeting of the Company.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

As of December 31, 2025 and December 31, 2024,

there were 18,575,000 Warrants outstanding, including 11,500,000 Public Warrants and 7,075,000 Private Placement Warrants.

Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment as discussed

The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire

at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption

or liquidation.

The Company will not be obligated to deliver any

Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration

statement under the Securities Act with respect to the Class A Ordinary Shares issuable upon exercise of the Warrants is then effective

and a prospectus relating thereto is current.

No Warrant will be exercisable and the Company will not be obligated to issue a Class A

Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable upon such Warrant exercise has been registered, qualified

or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants.

In the event that

the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will

not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless.

In no event will the Company be required

to net cash settle any Warrant.

In the event that a registration statement is not effective for the exercised Warrants, the purchaser

of a unit containing such Warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying

Under the terms of the Warrant Agreement, dated

October 7, 2024, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon

as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially

reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering

the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter

will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Business

Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until

the expiration of the Warrants in accordance with the provisions of the Warrant Agreement.

If a registration statement covering the Class A

Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of

the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any

period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis”

in accordance with Section 3(a)(9) of the Securities Act or another exemption.

Notwithstanding the above, if the Class A

Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition

of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders

of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of

the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration

statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify

the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their Public Warrants

on a cashless basis, they would pay the warrant exercise price by surrendering the Public Warrants for that number of Class A Ordinary

Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares issuable upon exercise of the

Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the

Public Warrants by (y) the fair market value.

The “fair market value” is the average reported closing price of the Class A

Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received

by the warrant agent or on which the notice of redemption is sent to the holders of Public Warrants, as applicable.

Once the Warrants become exercisable, the Company

may redeem the Public Warrants:

in whole and not in part;

● at a price of $ 0.01 per Warrant;

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

● upon a minimum of 30 days ’ prior written notice of redemption;

● if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $ 18.00 per share (as adjusted for adjustments to the number of Class A Ordinary Shares issuable upon exercise or the exercise price of a Warrant) for any 20 trading days within a 30 -trading day period commencing at least 30 days after completion of the Business Combination and ending three business days before the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A

Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares

or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A

Ordinary Shares issuable upon exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares.

A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares

at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to

the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other

equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the

quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value.

purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining

the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well

as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of

Class A Ordinary Shares as reported during the ten ( 10 ) trading day period ending on the trading day prior to

the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without

the right to receive such rights.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices

in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based

on assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2024, assets held in the Trust

Account were comprised of $ 1,247 in cash and $ 233,537,092 in U.S.

Treasury securities.

During the year ended December 31, 2024,

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

Level 1 assets include investments in money market

funds that invest solely in U.S.

government securities.

At December 31, 2025, assets held in the Trust Account were comprised of $ 858

in cash and $ 243,357,378 in a money market fund, which was invested primarily in Treasury Bills.

For the year ended December 31, 2025,

the Company did not withdraw any interest income from the Trust Account.

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

At December 31, 2024, assets held in the Trust

Account were comprised of $ 1,247 in cash and $ 233,537,092 in Treasury Bills.

At December 31, 2024, the Company did not withdraw

any interest income from the Trust Account.

The following table presents information about

the Company’s assets that are measured at fair value on December 31, 2024, and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

Treasury Bills held in Trust Account

the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value.

The gross holding loss and fair value of held-to-maturity

securities at December 31, 2024 are as follows:

Held-To-Maturity

December 31, 2025

Treasury Securities

December 31, 2024

Treasury Securities (Mature on 4/10/2025)

$ 233,429,894

$ 233,537,092

The following table presents information about

4 unchanged sentences

using Monte Carlo Simulation Model.

The Public Warrants have been classified within shareholders’ deficit and will not require

remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation

of the Public Warrants:

The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement

after issuance.

The following table presents the quantitative information regarding market assumptions used in the valuation of the Public

Exercise price

1 unchanged sentence

SEGMENT INFORMATION

ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services,

FASB ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statements information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in business activities

from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly

evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s chief operating decision

maker (“CODM”) has been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial

metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management

has determined that there is only one reportable segment.

The CODM assesses performance for the single

segment and decides how to allocate resources based on net income that also is reported on the statement of operations as net income.

The measure of segment assets is reported on the balance sheet as total assets.

When evaluating the Company’s performance and making

key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets, which include

the following:

Trust Account

from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated

by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess

LAUNCH TWO ACQUISITION CORP.

to Financial Statements

The Company’s CODM has been identified as

the Chief Financial Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions

about allocating resources and assessing financial performance.

Accordingly, Management has determined that there is only one reportable

The CODM assesses performance for the single segment

and decides how to allocate resources based on net income that also is reported on the accompanying statements of operations as net income.

The measure of segment assets is reported on the accompanying balance sheets as total assets.

When evaluating the Company’s performance

and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income and total assets,

which include the following:

Cash and marketable securities held in Trust Account

$ 243,358,236

General and administrative costs

Interest earned on the Trust Account

The key measures of segment profit or loss reviewed

by our CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned on the

Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account

funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs

are aligned with all agreements and budget.

The accounting policies used to measure the profit and loss of the segment are the same as

those described in the summary of significant accounting policies.

$ 233,538,339

General and administrative expenses

Interest earned on cash and marketable securities held in Trust Account

The CODM reviews interest earned on the Trust

Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds

while maintaining compliance with the Investment Management Trust Agreement, dated October 7, 2024, by and between the Company and Continental.

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within

the Combination Period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements

to ensure costs are aligned with all agreements and budget.

The accounting policies used to measure the profit and loss of the segment

are the same as those described in the summary of significant accounting policies.

General and administrative expenses, as reported on

the accompanying statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net income

are reported on the accompanying statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the financial statement was issued.

Based upon this review, the Company

did not identify any subsequent events that would have required adjustment or disclosure in the financial statement.

The Company evaluated subsequent events and transactions that occurred

after the accompanying balance sheet date up to the date that the accompanying financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the accompanying financial statements.

EXHIBIT INDEX

23 unchanged sentences

1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

Policy Related to Recovery of Erroneously Awarded Compensation, adopted October 7, 2024.*

Executive Compensation Clawback Policy, adopted October 7, 2024.

Audit Committee Charter.(3)

Compensation Committee Charter.(3)

XBRL Instance Document.*

XBRL Taxonomy Extension Schema Document.*

XBRL Taxonomy Extension Calculation Linkbase Document.*

XBRL Taxonomy Extension Definition Linkbase Document.*

XBRL Taxonomy Extension Label Linkbase Document.*

XBRL Taxonomy Extension Presentation Linkbase Document.*

Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Inline XBRL Instance Document.*

Inline XBRL Taxonomy Extension Schema Document.*

Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

Inline XBRL Taxonomy Extension Definition Linkbase Document.*

Inline XBRL Taxonomy Extension Label Linkbase Document.*

Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Filed herewith.

Furnished herewith.

by reference to the Company’s Registration Statement on Form S-1 (File No.

Incorporated by reference to the Company’s Registration Statement on Form S-1 (File No.

333-280965) initially filed with the SEC on July 24, 2024.

by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 9, 2024.

Incorporated by reference to the Company’s Current Report on Form 8-K, filed with the SEC on October 9, 2024.

Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 25, 2025.

Pursuant to the requirements

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf

by the undersigned, thereunto duly authorized.

Launch Two Acquisition

Executive Officer

of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by

the undersigned, thereunto duly authorized.

March 26, 2026

Launch Two Acquisition Corp.

/s/ Jay McEntee

Chief Executive Officer

(Principal Executive Officer)

2 unchanged sentences

the capacities and on the dates indicated.

Executive Officer and Chairman of the Board of Directors

Executive Officer)

Financial Officer

Financial and Accounting Officer)

/s/ Jay McEntee

Chief Executive Officer and Chairman of the Board of Directors

March 26, 2026

(Principal Executive Officer)

Chief Financial Officer

March 26, 2026

Jurgen van de Vyver

(Principal Financial and Accounting Officer)

/s/ Lynn Eisenhart

March 26, 2026

Lynn Eisenhart

March 26, 2026

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures