K2 Capital Acquisition Corp 8-K, filed Aug 27, 2026
K2 Capital Acquisition Corp (KTWO)
About this 8-K
K2 Capital Acquisition Corp filed this 8-K on August 27, 2026, reporting on events of August 26, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact name of Registrant as specified in its charter)
| (State or other jurisdiction
of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: +1 (
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On August 26, 2026, K2 Capital Acquisition Corporation (the “Registrant”), K2 Capital Sponsor LLC (the “Sponsor”) and the various insiders party thereto entered into Amendment No. 1 to the Letter Agreement dated January 28, 2026. The purpose of Amendment No. 1 was to (A) amend the lock-up provisions applicable to the founders shares after consummation of an initial business combination (the “Business Combination”) to provide that such shares will become transferable upon the earlier of (i) six months following the initial business combination or (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion of the Business Combination and (B) amend the lock-up provisions applicable to the private placement units after consummation of a Business Combination from 180 days to 30 days.
A copy of Amendment No. 1 is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment No. 1 to Insider Letter | |
| 104 | Cover page interactive data file |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: August 27, 2026 | ||
| K2 CAPITAL ACQUISITION CORPORATION | ||
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
AMENDMENT TO INSIDER LETTER
THIS AMENDMENT NO. 1 to the Letter Agreement dated January 28, 2026 (the “Insider Letter”) by and between K2 Capital Acquisition Corporation (the “Company”), K2 Capital Sponsor LLC (the “Sponsor”) and the insiders signatory to the Insider Letter (the “Insiders”) is dated as of August 26, 2026 (“Amendment No. 1”). The purpose of Amendment No. 1 is to amend paragraphs 7(a) and 7(b) of the Insider Letter to amend the lock-up provisions. Terms not otherwise defined herein are as defined in the Insider Letter.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
| 1. | The first sentence of paragraph 7(a) of the Insider Letter is replaced in its entirety with the following: |
“7. (a) The Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A Ordinary Shares issuable upon conversion thereof) until the earlier of: (i) six months after completion of the Business Combination or (ii) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion of the Business Combination (the “Lock-up”).”
| 2. | Paragraph 7(b) of the Insider Letter is replaced in its entirety with the following: |
“(b) The Sponsor and each Insider agree not to Transfer any Private Placement Units (including the underlying securities) held by it, he or she until 30 days after the completion of a Business Combination.”
| 3. | Except as set forth herein, there are no other changes to the Insider Letter. |
| 4. | Each party that is a signatory hereto is duly authorized to execute this Amendment No. 1. |
IN WITNESS WHEREOF, the undersigned have set their hand as of the date first above written.
| K2 CAPITAL ACQUISITION CORPORATION | ||
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Chief Executive Officer | |
| K2 CAPITAL SPONSOR LLC | ||
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Managing Member | |
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Chief Executive Officer | |
| By: | /s/ Glenn Worman | |
| Name: | Glenn Worman | |
| Title: | Chief Financial Officer | |
| By: | /s/ Yungkong Bann | |
| Name: | Yungkong Bann | |
| Title: | Director | |
| By: | /s/ Michael E. Fuentes | |
| Name: | Michael E. Fuentes | |
| Title: | Director | |
| By: | /s/ Rajiv Matthew | |
| Name: | Rajiv Matthew | |
| Title: | Director | |
| By: | /s/ John Vonglis | |
| Name: | John Vonglis | |
| Title: | Advisor | |