Correspondence 0001213900-24-079669 from Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676) (LPBB)
Launch Two Acquisition Corp. (LPBB, LPBBU) (CIK 0002023676)
Date: Sept. 18, 2024 · CIK: 0002023676 · Accession: 0001213900-24-079669
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CORRESP
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Launch Two Acquisition Corp.
180 Grand Avenue, Suite 1530
Oakland, CA 94612
VIA EDGAR
September 18, 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.
Amendment No. 1 to Registration Statement
on Form S-1
Submitted August 22, 2024
CIK No. 0002023676
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 September 17, 2024, regarding our Amendment No. 1 to the Registration Statement on
Form S-1 filed with the Commission on Augst 22, 2024 (the “Registration Statement”). This letter will be filed concurrently
with the filing of Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
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.
Amendment No. 1 to Registration Statement on Form S-1 submitted
August 22, 2024
Cover Page
1. We
note your response to prior comment 2. Please revise your discussion of the Class B ordinary shares purchased for $25,000 by the sponsor
to note that the anti-dilution feature of the shares could give the sponsor additional shares.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page of Amendment No. 2 to address the
Staff’s comment.
2. We
acknowledge your revisions in response to prior comment 3. We note, however, that cross-references to related disclosure on conflicts
of interest appear to be missing. For example, there is no cross-reference to the disclosure on conflicts of interests within the offering
summary on page 35. Please revise to ensure your cross-references include all related disclosures in the prospectus. See Item 1602(a)(5)
of Regulation S-K.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on the cover page of Amendment No. 2 to address the
Staff’s comment.
Risk Factors
Risks Relating to our Securities
Our warrant agreement will designate the courts of the State
of New York or the United States District Court . . ., page 84
3. We
note your response to prior comment 22 and revised disclosure here and on page 165 of your prospectus. Please tell us how you will make
investors aware that the exclusive forum provision in the warrant agreement applies to Securities Act claims in future filings.
Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised its disclosure on pages 84 and 165 of Amendment No. 2 to address
the Staff’s comment.
Proposed Business, page 106
4. We
acknowledge your revisions in response to prior comment 15. Please explain how the type of transaction you would target will be substantially
different than what your sponsor, directors, and officers would target.
Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised its disclosure on pages 8, 37, 111 and 145 of
Amendment No. 2 to remove the language referenced in the Staff’s comment.
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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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