Launch Two Acquisition Corp(LPBB) - 2024 Q4 - Annual Report

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].