Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities.
(a) Market Information
Our Units began to trade on the Nasdaq Global Market, or Nasdaq, under
the symbol “KTWOU” on January 29, 2026. The Class A Ordinary Shares and Rights comprising the units began separate trading
on Nasdaq on February 25, 2026, under the symbols “KTWO” and “KTWOR,” respectively.
(b) Holders
Our units, Class A ordinary shares and rights were not publicly traded
during the fiscal year ended December 31, 2025. Our units commenced trading on the Nasdaq Global Market on January 29, 2026, and our Class
A ordinary shares and rights commenced separate trading on February 25, 2026.
As of March 24, 2026, there were two (2) holders of record of our units,
one (1) holder of record of our Class A ordinary shares, one (1) holder of record of our Class B common ordinary shares and one (1) holder
of record of our rights. The number of holders of record does not include a substantially greater number of “street name”
holders or beneficial holders whose units, Class A ordinary shares, Class B ordinary shares and rights are held of record by banks, brokers
and other financial institutions.
(c) Dividends
We have not paid any cash dividends on our common stock to date and
do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the
future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion
of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the
discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate
declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
(d) Securities Authorized for Issuance Under Equity Compensation
Plans
None.
(e) Recent Sales of Unregistered Securities
None.
(f) Use of Proceeds from the Initial Public Offering
On January 30, 2026, the Company consummated the IPO of 13,800,000
units (the “Units”). Each Unit consists of one Class A ordinary share (“Ordinary Share”) and one right (“Right”)
to receive one-fifth (1/5) of one Ordinary Share upon the consummation of an initial business combination. The Units were sold at an offering
price of $10.00 per Unit, generating gross proceeds of $138,000,000.
As of January 30, 2026, a total of $138,000,000 of the net proceeds
from the IPO and the Private Placement (as defined below) were deposited in a trust account established for the benefit of the Company’s
public shareholders. An audited balance sheet as of January 30, 2026 reflecting receipt of the proceeds upon consummation of the IPO and
the Private Placement was filed within 4 business days of the consummation of the IPO.
Simultaneously with the closing of the IPO, the Company consummated
the private placement (“Private Placement”) with K2 Capital Sponsor LLC, the Company’s sponsor (the “Sponsor”),
of 326,876 private units (the “Private Units”) at a price of $8.00 per Private Unit, generating total proceeds of $2,615,000.
The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve
a public offering. Additionally, the Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities
(except in limited circumstances, as described in the Registration Statement) until the completion of the Company’s initial business
combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Units.
Of the gross proceeds received from the consummation of the initial
public offering and the simultaneous private placement on the closing date that occurred on January 30, 2026 and the gross proceeds received,
$138,000,000 was placed in the trust account maintained by Equiniti Trust Company LLC, acting as trustee. The proceeds held in the trust
account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds
investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act.
(g) Purchases of Equity Securities by the Issuer and Affiliated
Purchasers
None.
Item 6. Reserved.
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