SecProbe.io

August 19, 2024
Jay McEntee
Chief Executive Officer
Launch Two Acquisition Corp.
180 Grand Avenue, Suite 1530
Oakland, CA 94610
Re:Launch Two Acquisition Corp.
Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280965
Dear Jay McEntee:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed July 24, 2024
Cover Page
1.Please revise your discussion of the interest of the non-managing sponsor investors in
purchasing substantially all of the units in the offering to clarify whether the purchase of
units in the offering is conditioned upon their potential indirect purchase of private
placement warrants and founder shares. In this regard, we note your statement on page 25
that the non-managing sponsor investors will potentially have different interests than the
public shareholders because of their indirect ownership of founder shares. Secondly,
please revise to disclose the maximum percentage of the offering that could be purchased
in the aggregate by the non-managing sponsor investors. Lastly, please file any
agreements or form of agreements with the non-managing sponsor investors as exhibits,
or advise us as to why they are not material.

August 19, 2024
Page 2
2.We note your disclosure regarding compensation in the seventh paragraph. Please revise
to (i) clearly state the amount received or to be received by the sponsor, its affiliates, and
promoters and (ii) include cross-references to all applicable disclosures in the prospectus.
See Item 1602(a)(3) of Regulation S-K.
3.We note disclosure in the eighth and sixteenth paragraphs regarding potential conflicts of
interest. Please clearly state that there may be actual or potential material conflicts of
interest between the sponsor, its affiliates, or promoters as one group, and purchasers in
the offering as another group. Please also revise your cross-references to include cross-
references to all applicable disclosures in the prospectus. See Item 1602(a)(5) of
Regulation S-K.
Summary
Our Management Team, page 3
4.We note your response to prior comment 1. For each SPAC you have identified, please
disclose any extensions and redemptions in connection with any extension and/or business
combination. See Item 1603(a)(3) of Regulation S-K.
5.We note your disclosure elsewhere in the prospectus that Messrs. van de Vyver, Gilbert,
and Patel are involved in Launch One Acquisition Corp., a SPAC that is
currently searching for a target. Please expand your disclosure here to discuss Launch One
Acquisition Corp. See Item 1603(a)(3) of Regulation S-K.
Our Investment Thesis and Strategy, page 5
6.Please balance your presentation in this section by expanding your disclosure to discuss
how significant competition among other SPACs pursuing business combination
transactions will impact your ability to identify and evaluate a target company.
Sponsor Information, page 8
7.Please revise your compensation table on page 9 to reference the payment of consulting,
success or finder fees to your advisors and any salaries or fees to be paid to the sponsor
and/or its affiliates for their services in particular transactions in connection with the
initial business combination. See Item 1602(b)(6) of Regulation S-K.
8.Please revise the tables beginning on page 10 and 112 to disclose the lock-up agreement
with the underwriter. See Item 1603(a)(9) of Regulation S-K.
The Offering
Anticipated expenses and funding sources, page 25
9.Please clearly state whether you have any plans to seek additional financing and describe
how such financings may impact unaffiliated security holders, as required by Item
1602(b)(5) of Regulation S-K. In this regard, we note disclosure on page 101 indicating
potential dilution to public shareholders from the company raising additional funds
through equity or debt securities or other debt incurrences.
Conflicts of Interest, page 36
10.Please revise your disclosure in this section to clearly state the conflicts with purchasers in
the offering. See Item 1602(b)(7) of Regulation S-K.

August 19, 2024
Page 3
Summary of Risk Factors, page 41
11.Please revise your second risk factor to indicate that if the non-managing sponsor
investors purchase the full amount of the units for which they have expressed an interest,
you may not need any public shares sold in this offering to be voted in favor of the
business combination, as you state on page 77 of your prospectus.
Risk Factors
We may not be able to complete an initial business combination because such initial business
combination may be subject . . ., page 66
12.Please state whether your sponsor is, is controlled by, or has substantial ties with a non-
U.S. person. If so, please address how this fact could impact your ability to complete your
initial business combination.
The non-managing sponsor investors have expressed an interest to purchase substantially all of
the units in this offering . . ., page 77
13.We acknowledge your response to prior comment 3. Given that the expressions of interest
from the non-managing sponsor investors sum to $229 million of a $230 million proposed
initial public offering, please explain why you do not expect the purchase of units by the
non-managing sponsor investors to negatively impact your ability to meet the Nasdaq
listing eligibility requirements.
Dilution, page 95
14.We note that one of your calculation assumptions is that no ordinary shares and
convertible equity or debt securities are issued in connection with additional financing in
sought to facilitate an initial business combination. Please expand your disclosure to
highlight that you may need to do so as you intend to target an initial business
combination with a target company whose enterprise value is greater than the net
proceeds of the offering and the sale of private placement warrants, as stated on pages 110
and 116 of your prospectus.
Proposed Business, page 105
15.Please provide the basis for your statements here and on page 142 that you do not believe
the fiduciary duties or contractual obligations of your sponsor, officers, or directors will
materially affect your ability to complete an initial business combination.
Sponsor Information, page 110
16.In your compensation table, please revise to include the anti-dilution adjustment of the
founder shares, the payment of consulting, success or finder fees to your advisors, and any
salaries or fees to be paid to the sponsor and/or its affiliates for their services in particular
transactions in connection with the initial business combination. See Item 1603(a)(6) of
Regulation S-K.
We note your disclosure on page 113 regarding potential surrenders and forfeitures of
founder shares. Please expand your disclosure to specifically discuss the assumed

 17.

August 19, 2024
Page 4
forfeiture of 750,000 founder shares if the underwriters' over-allotment option is not
exercised in full and the anti-dilution adjustment feature of the founder shares. See Item
1603(a)(6) of Regulation S-K.
18.We note that the non-managing sponsor investors will hold membership interests in the
sponsor. Please disclose the persons or affiliated groups who may have direct or indirect
material interests in the sponsor, as well as the nature and amount of their interests. See
Item 1603(a)(7) of Regulation S-K.
Management
Advisors, page 136
19.We acknowledge your response to prior comment 4 regarding your advisors Ryan Gilbert
and Shami Patel. Please disclose any related compensation they will receive in connection
with your initial public offering or your initial business combination.
Executive Officer and Director Compensation, page 138
20.Please discuss the membership interests in the sponsor that the independent directors will
receive for their service as a director. See Item 402(r)(3) of Regulation S-K.
Principal Shareholders
Restrictions on Transfers of Founder Shares and Private Placement Warrants, page 149
21.Please disclose whether the membership interests of the non-managing sponsor investors
are subject to a lock-up agreement or other transfer restriction. In this regard, we note
your disclosure on page 185 that the non-managing sponsor investors may not transfer all
or any portion of the membership interests in the sponsor except in limited circumstances.
Exhibits
22.We note your disclosure on pages 82, 83, and 161 that the exclusive forum provision in
your warrant agreement will not apply to Exchange Act claims but will apply to Securities
Act claims. The warrant agreement filed as Exhibit 4.4 states that the provision will not
apply to suits brought to enforce Exchange Act claims, but does not address whether this
applies to Securities Act claims. Please confirm whether the provision will apply to
Securities Act claims and revise accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

August 19, 2024
Page 5
            Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Pearlyne Paulemon at 202-551-8714 or Isabel Rivera at 202-551-3518 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Stuart Neuhauser