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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K/A

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

January 30, 2026

Date of Report (Date of earliest event reported)

 

K2 Capital Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-43086   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

244 Fifth Avenue, Suite #1833

New York, NY

  10001
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: +1 (236) 521-6500

 

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: None.

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value of $0.0001, and one right to receive one-fifth (1/5) of one Class A ordinary share   KTWOU   The NASDAQ Stock Market LLC
Class A ordinary shares included as part of the units   KTWO   The NASDAQ Stock Market LLC
Rights included as part of the units   KTWOR   The NASDAQ Stock Market LLC

  

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. 

 

 

 

 

EXPLANATORY NOTE

 

On February 5, 2026, K2 Capital Acquisition Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a Current Report on Form 8-K (the “Original Report”) to report an audited balance sheet as of January 30, 2026, reflecting the consummation of the Company’s initial public offering (the “IPO”) of 13,800,000 units (the “Public Units”) at a price of $10.00 per Public Unit, generating gross proceeds of $138,000,000, and the simultaneous closing of a private placement (the “Private Placement”) of 326,876 units (the “Private Units”) at a price of $8.00 per Private Unit. In connection with the closing of the IPO and the Private Placement, a total of $138,000,000 was deposited in a trust account (the “Trust Account”) maintained by Vstock Transfer LLC, acting as trustee, for the benefit of the Company’s public shareholders.

 

The Company is filing this Current Report on Form 8-K/A (this “Amendment”) to amend the Original Report solely to correct the date of the report of the Company’s independent registered public accounting firm included as Exhibit 99.1 to the Original Report. No other changes have been made to the Original Report, and this Amendment does not otherwise modify, amend, or update any other information set forth in the Original Report.           

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
     
99.1   Balance Sheet dated January 30, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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: February 9, 2026
 
K2 Capital Acquisition Corporation
 
By: /s/ Karan Thakur  
Name:  Karan Thakur  
Title: Chief Executive Officer  

 

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