Launch Two Acquisition Corp(LPBB)

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Launch Two Acquisition Corp(LPBB) - 2025 Q1 - Quarterly Report
2025-05-13 23:51
Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $2,215,852, primarily from interest income on marketable securities held in the Trust Account of $2,395,798[109]. - Cash used in operating activities for the three months ended March 31, 2025, was $115,047, with changes in operating assets and liabilities using $92,626 of cash[114]. - The company incurred $37,500 in administrative service costs as of March 31, 2025, under an agreement to reimburse an affiliate of the Sponsor[121]. - The company does not expect to generate operating revenues until after the completion of its Business Combination[108]. Marketable Securities and Trust Account - As of March 31, 2025, the company had marketable securities held in the Trust Account totaling $235,961,864, which will be used to complete the Business Combination[115]. - The company completed its Initial Public Offering of 23,000,000 Units at $10.00 per Unit, generating gross proceeds of $230,000,000[113]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025[119]. - The company has the option to convert up to $1,500,000 of Working Capital Loans into warrants at a price of $1.00 per warrant[117]. Business Combination and Regulatory Environment - The company may seek to extend the Combination Period, which would require approval from Public Shareholders and could affect its capitalization[106]. - The SEC's 2024 SPAC Rules may materially affect the company's ability to negotiate and complete its initial Business Combination[105]. - The company is classified as a smaller reporting company under Rule 12b-2 of the Exchange Act, thus not required to provide detailed market risk disclosures[127].
Launch Two Acquisition Corp(LPBB) - 2024 Q4 - Annual Report
2025-03-25 21:29
IPO and Financial Proceeds - The company completed its Initial Public Offering on October 9, 2024, raising gross proceeds of $230 million from the sale of 23 million Units at $10.00 per Unit[24]. - An additional $7.075 million was generated from the private sale of 7,075,000 Private Placement Warrants at $1.00 each, bringing total proceeds to $231.15 million placed in the Trust Account[25][26]. - The company has placed $231.15 million in its Trust Account from the Initial Public Offering and Private Placement[123]. - The company has marketable securities held in the Trust Account amounting to $233,431,141 as of December 31, 2024[157]. - The company has cash of $935,701 as of December 31, 2024, primarily for identifying and evaluating target businesses[158]. Business Combination Requirements - The company must complete its initial Business Combination by October 9, 2026, which is 24 months from the IPO closing date[27]. - If the initial Business Combination is not completed within the Combination Period, the company will redeem 100% of the Public Shares at an estimated price of $10.05 per share[43]. - The Nasdaq Rules require that the company must complete one or more business combinations with an aggregate fair market value of at least 80% of the assets held in the Trust Account[44]. - The company may pursue an extension of the Combination Period with shareholder approval, allowing for potential redemptions of Public Shares[28][42]. - The company may not complete the initial Business Combination if the cash consideration required exceeds the available cash[83]. Acquisition Strategy - The company is focused on acquiring a technology business in the financial services, real estate, or asset management industries, leveraging the expertise of its Management Team[31]. - The Management Team has significant experience in technology and financial services, which will aid in identifying and negotiating with potential acquisition targets[30]. - The acquisition process will involve due diligence, including meetings with management, document reviews, and financial assessments of target businesses[37]. - The company may structure its initial Business Combination to acquire less than 100% of the target business, provided it maintains a controlling interest[45]. - The company anticipates sourcing potential initial Business Combination targets from various unaffiliated sources, including investment bankers and private investment funds[51]. Shareholder Rights and Redemption - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[72]. - A quorum for shareholder approval requires at least one third of issued and outstanding shares, equating to 7,500,001 or 37.5% of the 20,000,000 Public Shares sold in the Initial Public Offering[77]. - If shareholder approval is sought, a Public Shareholder is restricted from seeking redemption rights for more than 15% of the shares sold in the Initial Public Offering without prior consent[84]. - Redemption requests must be submitted two business days prior to the scheduled vote or tender offer deadline[82]. - The expected pro rata redemption price for Public Shares is approximately $10.15 as of December 31, 2024, before taxes[123]. Financial Risks and Considerations - The company may need additional financing to complete its initial Business Combination if the cash required exceeds the amount available in the Trust Account[50]. - There is a risk of significant dilution for Public Shareholders if additional funds are raised through equity or convertible debt issuances[50]. - The lack of business diversification may pose risks as the company's success could depend entirely on the performance of a single business post-combination[56]. - The company may incur additional financing needs if a significant number of Public Shares are redeemed upon consummation of the Business Combination[160]. - The share price of the post-Business Combination company may decline below the Redemption Price, affecting shareholder value[124]. Management and Governance - The company has no full-time employees prior to the completion of the initial Business Combination, relying on two officers for management[104]. - The company has a diverse board of directors with extensive experience in financial services and technology[181][182][183][184]. - The Audit Committee consists of independent members, ensuring oversight of financial statements and compliance with legal requirements[196]. - The company has adopted an Executive Compensation Clawback Policy to comply with SEC and Nasdaq rules, allowing recovery of erroneously awarded incentive-based compensation from executive officers within a lookback period of three fiscal years[210][212][213]. - The company does not have a standing nominating committee but independent directors can recommend nominees for the Board[203]. Reporting and Compliance - The company is subject to reporting obligations under the Exchange Act, including filing annual and quarterly reports with the SEC[105]. - The company must evaluate internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[107]. - The company has filed a Registration Statement on Form 8-A with the SEC, indicating no intention to suspend reporting obligations prior to the initial Business Combination[109]. - The company is classified as an "emerging growth company" and can delay the adoption of certain accounting standards until they apply to private companies[111]. - The company has adopted insider trading policies to promote compliance with insider trading laws and Nasdaq rules[208].
Launch Two Acquisition Corp(LPBB) - 2024 Q3 - Quarterly Report
2024-11-18 23:44
Financial Position - Total assets as of September 30, 2024, amounted to $528,939[10] - Current liabilities totaled $559,083, including $300,000 in promissory notes to related parties[10] - The company has a shareholder's deficit of $30,144 as of September 30, 2024[11] - As of September 30, 2024, the Company does not have sufficient liquidity to meet its current obligations but has access to funds from the Sponsor to cover working capital needs until at least one year from the date of the financial statements[39] - The Company has no off-balance sheet arrangements or long-term debt as of September 30, 2024[106] Initial Public Offering (IPO) - The company completed its Initial Public Offering on October 9, 2024, raising gross proceeds of $230,000,000 from the sale of 23,000,000 units[24] - The Company sold 23,000,000 Units in its Initial Public Offering on October 9, 2024, at a price of $10.00 per Unit, including the full exercise of the underwriters' over-allotment option of 3,000,000 Units[56] - The underwriters exercised their over-allotment option to purchase an additional 3,000,000 units at a price of $10.00 per unit during the Initial Public Offering[80] - The Company incurred total offering costs of $15,615,485, which included a cash underwriting fee of $4,000,000 and a deferred underwriting fee of $10,950,000[121] - The Company incurred a cash underwriting discount of $4,000,000, which is 2.0% of the gross proceeds from the units offered in the Initial Public Offering[81] Business Operations - The company has not commenced any operations and will not generate operating revenues until after completing its initial business combination[23] - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination, with remaining proceeds allocated for working capital[102] - The Company may need additional financing to complete its Business Combination or to address potential redemptions of public shares[105] Financial Performance - The net loss for the three months ended September 30, 2024, was $16,084, with a cumulative net loss of $55,144 since inception[13] - For the three months ended September 30, 2024, the Company reported a net loss of $16,084, primarily due to general and administrative costs[99] - From inception on May 13, 2024, through September 30, 2024, the total net loss was $55,144, also attributed to general and administrative expenses[99] Shareholder Information - The company issued 5,750,000 Class B ordinary shares, with an additional paid-in capital of $24,425[11] - The Company issued 7,075,000 Private Placement Warrants at a price of $1.00 per warrant, totaling $7,075,000, with each warrant exercisable for one Class A ordinary share at $11.50[65] - The holders of founder shares and Private Placement Warrants have registration rights to require the Company to register the sale of their securities[79] - The Company will bear the expenses incurred in connection with the filing of registration statements for the holders of its securities[79] - As of September 30, 2024, the Company had no Class A ordinary shares issued or outstanding, with a total authorization of 500,000,000 shares[83] - The Company had 5,750,000 Class B ordinary shares issued and outstanding as of September 30, 2024, out of a total authorization of 50,000,000 shares[84] Trust Account - An amount of $231,150,000 was placed in the Trust Account, equating to $10.05 per unit, intended for future business combinations[29] - The Company intends to use substantially all net proceeds from the Initial Public Offering for consummating a business combination[27] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from various reporting requirements[40] - The Company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[111] - There have been no material changes to the risk factors previously disclosed in the company's final prospectus for the IPO[117] - The Company has not recognized any unrecognized tax benefits as of September 30, 2024, and its tax provision was zero for the periods presented[50][49] - The Company has agreed to waive redemption rights for founder shares and public shares in connection with the completion of the initial Business Combination[34] Miscellaneous - The Company has agreed to pay $12,500 per month for administrative services, including office space and utilities, until the completion of the initial Business Combination[74] - The Company is subject to market volatility and disruptions due to geopolitical tensions, which could impact its search for an initial business combination[77] - The Company has not asked the Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy those obligations[35] - The Company reported no changes in internal control over financial reporting during the quarterly period ended September 30, 2024[114] - There were no legal proceedings reported against the company as of the date of the quarterly report[116] - As of September 30, 2024, there were no critical accounting estimates disclosed that could materially affect the financial statements[109]