SEC Comment Letter 0000000000-24-011020 to Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676) (LPBB)
Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676)
Date: Sept. 27, 2024 · CIK: 0002023676 · Accession: 0000000000-24-011020
AI Filing Summary & Sentiment
File numbers found in text: 333-280965
Letter
September 27, 2024 Jay McEntee Chief Executive Officer Launch Two Acquisition Corp. 180 Grand Avenue, Suite 1530 Oakland, CA 94610 Re:Launch Two Acquisition Corp. Amendment No. 3 to Registration Statement on Form S-1 Filed September 23, 2024 File No. 333-280965 Dear Jay McEntee: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe the 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. Unless we note otherwise, any references to prior comments are to comments in our September 20, 2024 letter. Amendment No. 3 to Registration Statement on Form S-1 dated September 23, 2024 Risk Factors Risks Relating to our Management Team The ownership interest of our sponsor may change, and our sponsor may . . ., page 74 1.We acknowledge your revision in response to prior comment 1. Please expand your risk factor to discuss the risks to the company's ability to consummate a business combination arising from the sponsor's removal prior to identifying a business combination target, including, for example, the risk that any replacement sponsor may not successfully identify a business combination target.
September 27, 2024 Page 2 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
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September 27, 2024
Jay McEntee
Chief Executive Officer
Launch Two Acquisition Corp.
180 Grand Avenue, Suite 1530
Oakland, CA 94610
Re:Launch Two Acquisition Corp.
Amendment No. 3 to Registration Statement on Form S-1
Filed September 23, 2024
File No. 333-280965
Dear Jay McEntee:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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. Unless we note otherwise,
any references to prior comments are to comments in our September 20, 2024 letter.
Amendment No. 3 to Registration Statement on Form S-1 dated September 23, 2024
Risk Factors
Risks Relating to our Management Team
The ownership interest of our sponsor may change, and our sponsor may . . ., page 74
1.We acknowledge your revision in response to prior comment 1. Please expand your risk
factor to discuss the risks to the company's ability to consummate a business combination
arising from the sponsor's removal prior to identifying a business combination target,
including, for example, the risk that any replacement sponsor may not successfully
identify a business combination target.
September 27, 2024
Page 2
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