Correspondence 0001213900-24-063660 from Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676) (LPBB)
Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676)
Date: July 23, 2024 · CIK: 0002023676 · Accession: 0001213900-24-063660
AI Filing Summary & Sentiment
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate & Construction Re: Launch Two Acquisition Corp. Draft Registration Statement on Form S-1 Submitted June 3, 2024 CIK No. 0002023676
Dear ladies and gentlemen:
Launch Two Acquisition Corp. (the “Company,” “we,” “our” or “us”) hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on June 28, 2024, regarding our Draft Registration Statement on Form S-1 filed with the Commission on June 3, 2024 (the “Draft Registration Statement”). This letter will be filed concurrently with the filing of the Registration Statement on Form S-1 (the “Registration Statement”).
For the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
Draft Registration Statement in Form S-1 submitted June 3, 2024
Summary
Our Management Team, page 3
1. Please expand your disclosure to clearly identify any special purpose acquisition company business combinations in which your management team has participated and disclose the current trading prices.
Response: In response to the Staff’s comment, the Company has amended its disclosure on page 3 of the Registration Statement.
Risks
Our Management Team, page 37
2. Please revise your summary risk factors to highlight the principal factors that make an investment in the registrant or offering speculative or risky and limit your summary to no more than two pages. Refer to Item 105(b) of Regulation S-K.
Response: In response to the Staff’s comment, the Company has amended its disclosure on pages 39 – 40 of the Registration Statement.
Risk Factors
The non-managing sponsor investors have expressed an interest to purchase substantially all of the units in this offering…, page 74
3. We note that the non-managing sponsor investors have expressed an interest to purchase “substantially all of the units in this offering.” Please state the number of non-managing sponsor investors who have expressed an interest in purchasing shares in the offering, and address whether the limited number of public investors would impact the company’s listing eligibility.
Response: We respectfully inform the Staff that we have added the number of non-managing sponsor investors who have expressed an interest in purchasing units in the offering on the cover page and on page 1 of the Registration Statement.
In addition, the Company is cognizant of the Nasdaq listing eligibility requirements, including the requisite number of round lot shareholders and publicly held shares, and we note the disclosure included in the risk factors on page 77 to indicate that we do not expect any purchase of units by the non-managing sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements.
Management
Advisors, page 129
4. We note that Ryan Gilbert and Shami Patel are designated as your advisors. Please disclose the role of your advisors and any related compensation they will receive in connection with your initial public offering or your initial business combination.
Response: In response to the Staff’s comment, the Company has amended its disclosure on page 137 of the Registration Statement.
We thank the Staff very much for its review of the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Stuart Neuhauser, Esq., by telephone at 212-370-1300.
Sincerely,
Launch Two Acquisition Corp.
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CORRESP
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Launch Two Acquisition Corp.
180 Grand Avenue, Suite 1530
Oakland, CA 94612
VIA EDGAR
July 23, 2024
U.S. Securities & Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Attn:
Eric McPhee
Mark Rakip
Pearlyne Paulemon
Isabel Rivera
Re:
Launch Two Acquisition Corp.
Draft Registration Statement on Form
S-1
Submitted June 3, 2024
CIK No. 0002023676
Dear ladies and gentlemen:
Launch Two Acquisition Corp.
(the “Company,” “we,” “our” or “us”) hereby transmits the
Company’s response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”), on June 28, 2024, regarding our Draft Registration Statement on Form S-1 filed with
the Commission on June 3, 2024 (the “Draft Registration Statement”). This letter will be filed concurrently with the
filing of the Registration Statement on Form S-1 (the “Registration Statement”).
For the Staff’s convenience,
we have repeated below the Staff’s comments in bold and have followed each comment with the Company’s response.
Draft Registration Statement in Form S-1 submitted June 3, 2024
Summary
Our Management Team, page 3
1. Please
expand your disclosure to clearly identify any special purpose acquisition company business combinations in which your management team
has participated and disclose the current trading prices.
Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 3 of the Registration Statement.
Risks
Our Management Team, page 37
2.
Please revise your summary risk factors to highlight the principal factors that make an investment in the registrant or offering speculative or risky and limit your summary to no more than two pages. Refer to Item 105(b) of Regulation S-K.
Response: In response to the Staff’s
comment, the Company has amended its disclosure on pages 39 – 40 of the Registration Statement.
Risk Factors
The non-managing sponsor investors have expressed an interest
to purchase substantially all of the units in this offering…, page 74
3.
We note that the non-managing sponsor investors have expressed an interest to purchase “substantially all of the units in this offering.” Please state the number of non-managing sponsor investors who have expressed an interest in purchasing shares in the offering, and address whether the limited number of public investors would impact the company’s listing eligibility.
Response: We respectfully inform
the Staff that we have added the number of non-managing sponsor investors who have expressed an interest in purchasing units in the offering
on the cover page and on page 1 of the Registration Statement.
In addition, the Company is cognizant
of the Nasdaq listing eligibility requirements, including the requisite number of round lot shareholders and publicly held shares, and
we note the disclosure included in the risk factors on page 77 to indicate that we do not expect any purchase of units by the non-managing
sponsor investors to negatively impact our ability to meet Nasdaq listing eligibility requirements.
Management
Advisors, page 129
4.
We note that Ryan Gilbert and Shami Patel are designated as your advisors. Please disclose the role of your advisors and any related compensation they will receive in connection with your initial public offering or your initial business combination.
Response: In response to the Staff’s
comment, the Company has amended its disclosure on page 137 of the Registration Statement.
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We thank the Staff very much for its review of
the foregoing and the Registration Statement. If you have questions or further comments, please feel free to contact our counsel, Stuart
Neuhauser, Esq., by telephone at 212-370-1300.
Sincerely,
Launch Two Acquisition Corp.
/s/ Jay McEntee
Jay McEntee
Chief Executive Officer
cc: Stuart Neuhauser,
Esq.
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