K2 Capital Acquisition Corp 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our Management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, Management believes that the financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting This Annual Report on Form 10-K does not include a report of Management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for newly public companies. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 26 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers Name Age Title Karan Thakur 34 Director, Chief Executive Officer and Chairman Glenn Worman 66 Chief Financial Officer Alexander Tjiang 28 Vice President Yungkong Bann 60 Director Michael E. Fuentes 34 Director Rajiv Matthew 65 Director Karan Thakur has been serving as our director, Chief Executive Officer, and chairman of the board since January 2026. He is the founder and managing director of K2 Capital Advisors. Mr. Thakur has experience originating, structuring, and executing financing, merger and acquisition, and go-public transactions in sectors including critical minerals, technology, energy, healthcare, and real estate. He has worked with private and public company management teams on growth planning, capital raising, and public-company readiness, including pre-listing preparation, capital structure planning, and post-listing operational matters. Mr. Thakur has executed transactions involving counterparties in North America, Europe, and Asia. He studied business administration before founding K2 Capital Advisors. He resides in Vancouver, British Columbia. We believe Mr. Thakur is qualified to serve as chairman based on his experience with financings, mergers and acquisitions, and go-public transactions. Glenn Worman has been serving as our Chief Financial Officer since August 2025. Mr. Worman served as Interim Chief Financial Officer and consultant through SeatonHill Partners/GCW Consulting LLC from November 2022 to November 2025, where he provided chief financial officer services to multiple clients across various industries. From May 2015 to March 2022, Mr. Worman served as President and Chief Financial Officer of National Holdings Corporation, a financial services company operating as a broker dealer. In this role, he was responsible for the overall financial management and operations of the company as a C-suite executive. Since August 2025, he has served as the Chief Financial Officer of Insight Digital Partners II, a special purpose acquisition company incorporated in the Cayman Islands. From August 2024 through October 2025, he has served as the Chief Financial Officer of Drugs Made In America Acquisition Corp., a special purpose acquisition company incorporated in the Cayman Islands. From February 2025 to October 2025, he served as the Chief Financial Officer of both Drugs Made In America Acquisition II Corp., a special purpose acquisition company, and Orion Innovations Inc. From March 2024 to November 2024, he served as the Chief Financial Officer of Insight Acquisition Corp. (“Insight Acquisition”), a special purpose acquisition company. Mr. Worman brings extensive experience in financial management, corporate governance, and public company operations, with particular expertise in the financial services industry and special purpose acquisition companies. Mr. Worman holds a Master of Business Administration in Finance from Fairleigh Dickinson University and a Bachelor of Science in Accounting and Economics from Ramapo College of New Jersey. Alexander Tjiang has been serving as our Vice President since January 2026. He is currently a Vice President and investment professional at K2 Capital Advisors. He also served as a director at Nextgen Digital Platform Inc. until September 2025, a Canadian digital asset & technology company listed on the Canadian Securities Exchange, where he also served as Chief Executive Officer from March 2025 to July 2025. Mr. Tjiang has experience in investment banking, investment management, and public company leadership. He joined K2 Capital Advisors in August 2024, and is responsible for leading the firm’s investment efforts and spearheading various strategic initiatives for numerous portfolio companies. Prior to joining K2 Capital Advisors, he was an investment banker at Ventum Financial (fka Echelon Capital Markets) where he advised on over 35 complex mergers & acquisitions, equity financing, and debt financing transactions. Before joining Ventum Financial, Mr. Tjiang was an investment analyst at Richardson Asset Management, where he analyzed and managed a portfolio of investments across an array of long/short equities-oriented mandates. Yungkong Bann has been serving as one of our independent directors since January 2026. He has served as the CEO of Purpose Asset Management since October 2021. Mr. Bann served as Chief Executive Officer of Digital Asset Technologies Inc. (formerly, Eat and Beyond Global Holdings Inc.) an investment issuer, from June 2023 to July 2025. From September 2024 to June 2025, Mr. Bann served as a director of Stardust Solar Energy Inc. Between 2019 to 2020, Mr. Bann served as the CEO of Hyundai Materials Inc., a Hyundai Motor Group subsidiary. From August 2020 to August 2021, he served as the Managing Director at DL Group Holdings a leading Engineering Procurement and Construction (EPC) company in South Korea. From 2011 to 2017, he was a Corporate Executive at General Electric (GE), where he held multiple senior leadership roles including Marketing Officer for Global Growth & Operations in Korea. Prior to GE, Mr. Bann held senior roles at IBM, Accenture and A.T. Kearney. With over 25 years of progressive leadership experience in Global Industrial Manufacturing and Energy Transition companies, Mr. Bann is adept at guiding global companies toward successful business development, transformation, and capital market entry. Mr. Bann holds an MBA from the University of Chicago, and a BA from Sogang University in South Korea. We believe Mr. Bann is qualified to serve on our board because of his 25 years of progressive leadership experience in global industrial manufacturing and energy transition companies. 27 Michael E. Fuentes has been serving as one of our independent directors since January 2026. Mr. Fuentes has a diverse background spanning various ventures across asset management, investment products, and capital markets. He currently serves as Director of Lloyd Harbor Capital Management, LLC, an SEC-registered investment advisor with approximately $400 million of assets under management. Previously, he was the Founder and Managing Member of Lloyd Point Capital, LP, which he established in 2016. In addition, Mr. Fuentes joined Range Fund Holdings (RFH) in January 2024 as Director, where he has been instrumental in the management of multiple ETFs, including the NUKZ ETF, which was nominated by ETF.com for both “ETF of the Year” and “Thematic ETF of the Year,” ultimately winning the latter award. Mr. Fuentes also advised Range Capital Acquisition Corp., a SPAC, on its initial public acquisition on Nasdaq in December 2024. Earlier in his career, he held roles at National Financial Partners, where he began as a Benefits Analyst and was quickly promoted to Retirement Analyst for Retirement Services. He resides in Cold Spring Harbor, New York. We believe Mr. Fuentes is qualified to serve on our board because of his diverse experience in asset management, investment products, and capital markets. Rajiv Matthew has been serving as one of our independent directors since January 2026. Mr. Matthew is an experienced finance professional with decades of experience in accounting, financial management, and corporate finance. From January 2022 to January 2025, he served as Chief Financial Officer of Prime Blockchain Inc. From January 2000 to January 2022, Mr. Matthew operated as a self-employed CPA, providing CPA and CFO advisory services to various technology clients. Mr. Matthew holds an MBA in Finance from the University of San Francisco, a Bachelor of Science in Accounting from the University of San Francisco, and completed an executive program at Stanford Graduate School of Business. He is a licensed Certified Public Accountant in the State of California, a credential he has maintained since 1988. We believe Mr. Matthew is qualified to serve on our board because of his extensive background in accounting and finance, his CPA certification, his experience serving as a CFO for multiple organizations, and his deep understanding of financial reporting and corporate governance matters essential for audit committee oversight. Our Advisor We and our sponsor are also supported by our advisor the Honorable John G. Vonglis . Hon. Vonglis advises the Founder and Chairman of NANO on growth, governance, and strategic engagements; domestically and internationally. Prior to this, Hon. Vonglis advised the President of the Rockefeller Foundation and the Chairman of GAMCO Investors, Inc. Previously, he served as the Senate confirmed Chief Financial Officer of the U.S. Department of Energy. He served also as Chief Risk Officer. Concurrently, Hon. Vonglis was appointed by the President as acting Director of the department’s Advanced Research Projects Agency (ARPA-E). From 2002 to 2009, Hon. Vonglis served at the Department of Defense in a series of positions culminating as acting Assistant Air Force Secretary (CFO). Additionally, he performed the duties of the Under Secretary. In 2000, he was a candidate for the U.S. House of Representatives. Hon. Vonglis is a retired Colonel, U.S. Army Reserve, with 34 years’ experience in Army and Joint special operations. He has served as a political appointee under President’s Bush, Obama, and Trump. Hon. Vonglis’ business experiences, from analyst to CFO and COO, include positions within aerospace/defense, management consulting, energy, high-technology, and alternative investments. He has lectured at the U.S. Military Academy and advised the Army Cyber Institute. Hon. Vonglis received BS and MBA degrees from Fordham University, is a graduate of the Army War College, and holds a Masters in International Public Policy from The Johns Hopkins University (SAIS). Number and Terms of Office of Officers and Directors We currently have four directors. They are Karan Thakur, Yungkong Bann, Michael E. Fuentes, and Rajiv Matthew. Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers may consist of a Chief Executive Officer, a President, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer, Assistant Treasurers and such other offices as may be determined by the board of directors. Committees of the Board of Directors Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rules of the NASDAQ require that the compensation committee and the nominating and corporate governance committee of a listed company be comprised solely of independent directors. Each committee will operate under a charter that will be approved by our board of directors and will have the composition and responsibilities described below. The charter of each committee will be available on our website following the closing of our initial public offering. 28 Audit Committee We have established an audit committee of the board of directors. Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. The members of our audit committee will be Yungkong Bann, Michael E. Fuentes and Rajiv Matthew, and Rajiv Matthew shall serve as the chairperson of the Audit Committee. Each member of the audit committee is financially literate and our board of directors has determined that Rajiv Matthew qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise. We have adopted an audit committee charter, which will detail the purpose and principal functions of the audit committee, including: ● Assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ● Reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● re-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; ● Reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; ● Setting clear hiring policies for employees or former employees of the independent registered public accounting firm; ● Setting clear policies for audit partner rotation in compliance with applicable laws and regulations; ● Obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● Meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; ● Reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● Reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. Compensation Committee We have established a compensation committee of the board of directors. Under the NASDAQ listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent. The members of our compensation committee are Yungkong Bann, Michael E. Fuentes and Rajiv Matthew, and Yungkong Bann serves as chairperson of the compensation committee. We have adopted a compensation committee charter, which will detail the purpose and responsibility of the compensation committee, including: ● Reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; ● Reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers; 29 ● Reviewing our executive compensation policies and plans; ● Implementing and administering our incentive compensation equity-based remuneration plans; ● Assisting management in complying with our proxy statement and annual report disclosure requirements; ● Approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; ● Producing a report on executive compensation to be included in our annual proxy statement; and ● Reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Nominating and Corporate Governance Committee We have established a nominating and corporate governance committee of the board of directors. Yungkong Bann, Michael E. Fuentes and Rajiv Matthew serve as members of our nominating and corporate governance committee, and Michael Fuentes serves as chairperson of the nominating and corporate governance committee. Under the NASDAQ listing standards, all members of the nominating and corporate governance committee must be independent. We have adopted a nominating and corporate governance committee charter, which will detail the principal functions of the nominating and corporate governance committee, including: ● Identifying, screening and reviewing individuals qualified to serve as directors and recommending to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of directors; ● Developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines; ● Coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and ● Reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. The charter will also provide that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms. Director Nominations Our nominating and corporate governance committee will recommend to the board of directors candidates for nomination for appointment at the annual general meeting. We have not formally established any specific minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Compensation Committee Interlocks and Insider Participation None of our officers currently serves, or in the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors. 30 Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. You are able to review these documents by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards while they are in possession of material nonpublic information (the “Insider Trading Policy”). The foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference. Compliance with Section 16(a) of the Exchange Act Section 16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons, we believe that during the year ended December 31, 2025, all reports applicable to our executive officers, directors and greater than 10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act. Item 11. Executive Compensation. Pursuant to the Administrative Services Agreement which we entered into with our Sponsor on January 28, 2026, we will agree to pay our sponsor $6,000 per month for the services provided by Glenn C. Worman, our Chief Financial Officer, in his service as officer of the Company. Except for Mr. Worman, none of our directors or officers will receive any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination. 31 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table sets forth information regarding the beneficial ownership of our common stock as of March 24, 2026 based on information obtained from the persons named below, with respect to the beneficial ownership of common stock, by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding common stock; ● each of our executive officers and directors that beneficially owns our common stock; and ● all our executive officers and directors as a group. In the table below, percentage ownership is based on 20,041,161 shares of our common stock, consisting of (i) 14,126,875 shares of our Class A common stock and (ii) 5,914,286 shares of our Class B common stock, issued and outstanding as of March 24 2026. On all matters to be voted upon, holders of the shares of Class A common stock and shares of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class A common stock on a one-for-one basis. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. Class A Common Stock Class B Common Stock Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class (3) Number of Shares Beneficially Owned Approximate Percentage of Class (3) K2 Capital Sponsor LLC 326,875 (2) 1.63 % 5,719,286 (2) 96.70 % Karan Thakur 326,875 1.63 % 5,719,286 96.70 % Glenn Worman - - 100,000 1.69 % Alexander W. Tjiang - - - - Yungkong Bann - - 25,000 * Michael E. Fuentes - - 25,000 * Rajiv Matthew - - 25,000 * John Vonglis - - 20,000 * All executive officers and directors as a group (6 individuals) 326,875 1.63 % 5,914,286 100 % Other 5% Stockholders Shaolin Capital Management LLC (4) 750,000 5.31 % - - Linden Capital L.P. (5) 750,000 5.31 % - - * value less than 1% (1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o 244 Fifth Avenue, Suite #1833, New York, NY. (2) K2 Capital Sponsor LLC is the record holder of the shares reported herein. Karan Thakur, our Chief Executive Officer controls K2 Capital Sponsor LLC. As such, he may be deemed to have or share beneficial ownership of the ordinary shares held directly by K2 Capital Sponsor LLC. Such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. (3) Percentage amounts are based on 3,376,743 shares of Class A common stock outstanding, plus the number of shares of Class A common stock issuable upon conversion of the shares of Class B common stock beneficially owned by each holderY. (4) Based on information provided in a Schedule 13G filed on February 17, 2026. Shaolin Capital Management LLC and David Puritz (together, the “Reporting Persons”) made certain joint filing statement, dated February 17, 2026. The address of the principal office of the Reporting Persons is 230 NW 24th Street, Suite 603, Miami, FL 33127. (5) Based on information provided in a Schedule 13G filed on February 17, 2026. Linden Capital L.P., Linden GP LLC, Linden Advisors LP, and Mr. Siu Min Wong (together, the “Reporting Persons”) made certain joint filing statement, dated February 17, 2026. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32nd Floor, New York, New York 10022. 32 Securities Authorized for Issuance under Equity Compensation Plans None. Changes in Control None. Item 13. Certain Relationships and Related Transactions, and Director Independence. On August 8, 2025, our sponsor, purchased an aggregate of 5,914,286 founder shares for an aggregate purchase price of $25,000. Our Sponsor intends to transfer an aggregate of 195,000 of its founder shares to our independent directors and certain members of our management team for their services. The founder shares transferred to our independent directors and certain members of our management team will not be subject to forfeiture in the event the underwriters’ over-allotment option is not exercised. The number of founder shares issued was determined based on the expectation that the founder shares would represent 31.3% of the outstanding ordinary shares upon completion of our initial public offering. Our Sponsor will subscribe to purchase an aggregate of 326,875 private placement units of the Company for an aggregate purchase price of $2,615,000 (whether or not the underwriters’ over-allotment option is exercised in full) in a private placement (referred to herein as the “Private Placement”). Among the 326,875 private placement units to be purchased by our sponsor, 170,625 private placement units would be purchased indirectly by the Sponsor’s managing member and 156,250 private placement units would be purchased indirectly by the Sponsor’s non-managing members. We refer collectively to the units sold in the Private Placement throughout this prospectus as the “Private Placement Units.” The Private Placement Units are identical to the units sold in our initial public offering, subject to certain limited exceptions as described in this prospectus; each private placement unit consists of one private Class A ordinary share, and one private right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial business combination. The private placement units are subject to certain transfer restrictions and the holders thereof are entitled to certain registration rights, as described herein, and; (1) will not be redeemable by us and (2) may be exercised by the holders on a cashless basis. A portion of the purchase price of the private placement units will be added to the proceeds from our initial public offering to be held in the trust account such that at the time of closing $2,615,000 will be held in the trust account. If we do not complete our initial business combination within the completion window, the private placement units (and the underlying securities) will expire worthless. Certain institutional investors (none of which are affiliated with any member of our management, our Sponsor or any other investor), which we refer to as the “non-managing members” throughout this prospectus, have expressed an interest to purchase non-managing membership interests in the Sponsor, reflecting interests in an aggregate of 156,250 of the 326,875 private placement units to be purchased by our Sponsor, at a price of $10.00 per 1.25 non-managing member interests reflecting interests in 1.25 private placement units, in the Private Placement that will close simultaneously with the closing of our initial public offering. Subject to each non-managing member purchasing, through the Sponsor, the private placement non-managing securities allocated to it in connection with the closing of our initial public offering, the Sponsor will issue non-managing membership interests at a nominal purchase price to the non-managing members at the closing of our initial public offering reflecting indirect interests in an aggregate of 892,059 founder shares. The private placement units may not, subject to certain limited exceptions, be transferred, assigned or sold by our sponsor until 180 days after the completion of our initial business combination. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us. Our Sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. Commencing on the date on which our securities are first listed on the Nasdaq, we will pay an amount equal to $21,000 per month to our sponsor for office space, administrative and shared personnel support services. This payment includes $6,000 per month that our sponsor will pay to Glenn C. Worman, our Chief Financial Officer, for his services as an officer of the Company. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination occurs 18 months following closing of our initial public offering, our sponsor will be paid a total of $378,000 ($21,000 per month in either case) and will be entitled to be reimbursed for any out-of-pocket expenses. 33 In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor, an affiliate of our sponsor or our officers and directors may, but none of them is obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $2,500,000 of such loans may be convertible into private units at a price of $10.00 per unit at the option of the lender. The units would be identical to the private placement units. In addition, after the completion of our initial public offering, our board of directors may approve additional working capital loans from our sponsor or third parties for the purpose of funding working capital, which loans may be converted into our private units. Except for the foregoing, the terms of such loans by our sponsor, an affiliate of our sponsor or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, an affiliate of our sponsor or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation. The holders of the (i) founder shares, (ii) private placement units, Class A ordinary shares included in the private placement units, and the Class A ordinary shares underlying the private placement rights, and (iii) any private placement units that may be issued upon conversion of working capital loans and their permitted transferees will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of our initial public offering requiring us to register our securities held by them for resale (in the case of the founder shares, only after conversion to our Class A ordinary shares). Related Party Policy We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy. We have adopted a Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee, pursuant to a written charter that we have adopted, will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor, officers or directors, or our or any of their affiliates. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we will agree not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent registered public accounting firm that our initial business combination is fair to our company from a financial point of view. There will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination (regardless of the type of transaction that it is), except for $6,000 per month that our sponsor will pay to Glenn C. Worman, our Chief Financial Officer, for his services as an officer of the Company. However, the following payments may be made to our sponsor, officers or directors, or our or their affiliates, and, if made prior to our initial business combination will be made from funds held outside the trust account: ● payment to our sponsor for office space, administrative and shared personnel support services, in an amount equal to $21,000 per month, commencing on the first date on which our securities are listed on the Nasdaq. This payment includes $6,000 per month that our sponsor will pay to Glenn C. Worman, our Chief Financial Officer, for his services as an officer of the Company; ● reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination; 34 ● repayment of loans which may be made by our sponsor, an affiliate of our sponsor or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $2,500,000 of such loans may be convertible into private units of the post-business combination entity at a price of $10.00 per unit at the option of the lender. In addition, after the completion of our initial public offering, our board of directors may approve additional working capital loans for the purpose of funding working capital, which loans may be converted into our private units. The units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans; and These payments may be made using funds that are not held in the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust account released to us in connection therewith. Director Independence Nasdaq listing standards require that a majority of the board of directors of a listed company be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Yungkong Bann, Michael E. Fuentes, and Rajiv Matthew are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Item 14 . Principal Accountant Fees and Services. The firm of WithumSmith+Brown, PC, or Withum, acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods and other required filings with the SEC for the period from August 1, 2025 (inception) through December 31, 2025 totaled approximately $83,250. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Withum for any audit-related fees for the period from August 1, 2025 (inception) through December 31, 2025, Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum for tax services, planning or advice for the period from August 1, 2025 (inception) through December 31, 2025, All Other Fees All other fees consist of fees billed for all other services. We did not pay Withum for any other services for the period from August 1, 2025 (inception) through December 31, 2025, Pre-Approval Policy Our Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit). 35 PART IV Item 15. Exhibit and Financial Statement Schedules. (a) The following documents are filed as part of this Report: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from August 1, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the Period from August 1, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from August 1, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7-F-16 (2) Financial Statement Schedules: All financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto beginning on page F-1 of this Report. (3) Exhibits The following is a list of exhibits filed as part of this Annual Report. Exhibit Number Exhibit Description Incorporated by Reference herein from Form or Schedule Filing Date SEC File/Reg. Number 1.1 Underwriting Agreement, dated January 28, 2026, by and between the Company and D. Boral. Capital Form 8-K (Exhibit 1.1) 2/3/2026 001-43086 3.1 Memorandum and Articles of Association of K2 Capital Acquisition Corp. Form S-1/A (Exhibit 3.1) 1/22/2026 333-290350 3.2 Amended and Restated Memorandum and Articles of Association of K2 Capital Acquisition Corp. Form 8-K (Exhibit 3.1) 2/3/2026 001-43086 4.1 Specimen Class A Ordinary Share Certificate Form S-1/A (Exhibit 4.2) 1/22/2026 333-290350 4.2 Specimen Unit Certificate Form S-1/A (Exhibit 4.1) 1/22/2026 333-290350 4.3 Specimen Rights Certificate Form S-1/A (Exhibit 4.3) 1/22/2026 333-290350 4.4 Rights Agreement, dated January 28, 2026, by and between VStock Transfer LLC and the Company Form 8-K (Exhibit 4.1) 2/3/2026 001-43086 4.5* Description of Registered Securities 10.1 Letter Agreements, dated January 28, 2026, by and between the Company’s officers, directors, shareholders and K2 Capital Sponsor LLC Form 8-K (Exhibit 10.1) 2/3/2026 001-43086 10.2 Investment Management Trust Agreement, dated January 28, 2026, by and between VStock Transfer LLC and the Company. Form 8-K (Exhibit 10.2) 2/3/2026 001-43086 10.3 Registration Rights Agreement, dated January 28, 2026, by and among the Company and the initial shareholders of the Company Form 8-K (Exhibit 10.3) 2/3/2026 001-43086 36 10.4 Private Placement Unit Purchase Agreement, dated January 28, 2026, by and between the Company and K2 Capital Sponsor LLC Form 8-K (Exhibit 10.4) 2/3/2026 001-43086 10.5 Indemnity Agreements, dated January 28, 2026, by and between the Company’s officers, directors, shareholders and K2 Capital Sponsor LLC. Form 8-K (Exhibit 10.5) 2/3/2026 001-43086 14.1 Form of Code of Ethics and Business Conduct Form S-1/A (Exhibit 14) 1/22/2026 333-290350 19.1* Insider Trading Compliance Policy and Procedures 31.1* Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 31.2* Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002. 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002. 97 Clawback Policy Form S-1/A (Exhibit 99.7) 1/22/2026 333-290350 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Presentation Linkbase Document. 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. Item 16. Form 10-K Summary. Not applicable. 37 K2 CAPITAL ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm F-2 Financial Statements: Balance Sheet as of December 31, 2025 F-3 Statement of Operations for the Period from August 1, 2025 (Inception) through December 31, 2025 F-4 Statement of Changes in Shareholder’s Deficit for the Period from August 1, 2025 (Inception) through December 31, 2025 F-5 Statement of Cash Flows for the Period from August 1, 2025 (Inception) through December 31, 2025 F-6 Notes to Financial Statements F-7 to F-16 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of K2 Capital Acquisition Corporation Opinion on the Financial Statements We have audited the accompanying balance sheet of K2 Capital Acquisition Corporation as of December 31, 2025 and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from August 1, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of K2 Capital Acquisition Corporation as of December 31, 2025, and the results of its operations and its cash flows for the period from August 1, 2025 (inception) through December 31, 2025, in conformity with the Generally Accepted Accounting Principles. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ WithumSmith+Brown, PC We have served as the Company’s auditor since 2025. New York, New York March 25, 2026 PCAOB ID Number: 100 F- 2 K2 CAPITAL ACQUISITION CORPORATION BALANCE SHEET DECEMBER 31, 2025 Assets Current assets Cash $ 550,000 Prepaid expenses 70,000 Total current assets 620,000 Deferred offering costs 134,679 Total Assets $ 754,679 Liabilities and Shareholder’s Deficit Current liabilities Accrued offering costs $ 52,480 Accrued expenses 40,400 Advances from related party 550,000 Promissory note – related party 183,856 Total current liabilities 826,736 Total Liabilities 826,736 Commitments and Contingencies (Note 6) Shareholder’s Deficit Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding — Class A ordinary shares, $ 0.0001 par value; 485,000,000 shares authorized; none issued or outstanding — Class B ordinary shares, $ 0.0001 par value; 10,000,000 shares authorized; 5,914,286 shares issued and outstanding (1)(2) 591 Additional paid-in capital 24,409 Accumulated deficit ( 97,057 ) Total Shareholder’s Deficit ( 72,057 ) Total Liabilities and Shareholder’s Deficit $ 754,679 (1) On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented (Note 5). (2) Includes an aggregate of 771,429 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429 Founder Shares are no longer subject to forfeiture by the Sponsor (Note 5). The accompanying notes are an integral part of the financial statements. F- 3 K2 CAPITAL ACQUISITION CORPORATION STATEMENT OF OPERATIONS FOR THE PERIOD FROM AUGUST 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 General and administrative expenses $ 97,057 Loss from operations ( 97,057 ) Net loss $ ( 97,057 ) Basic and Diluted weighted average shares outstanding, Class B ordinary shares (1)(2) 5,142,857 Basic and diluted net loss per share, Class B ordinary shares $ ( 0.02 ) (1) On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented (Note 5). (2) Excludes an aggregate of 771,429 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429 Founder Shares are no longer subject to forfeiture by the Sponsor (Note 5). The accompanying notes are an integral part of the financial statements. F- 4 K2 CAPITAL ACQUISITION CORPORATION STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT FOR THE PERIOD FROM AUGUST 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Class A Ordinary Shares Class B Ordinary Shares Additional Paid-in Accumulated Total Shareholder’s Shares Amount Shares Amount Capital Deficit Deficit Balance — August 1, 2025 (Inception) — $ — — $ — $ — $ — $ — Issuance of Class B ordinary shares to Sponsor (1)(2) — — 5,914,286 591 24,409 — 25,000 Net loss — — — — — ( 97,057 ) ( 97,057 ) Balance – December 31, 2025 — $ — 5,914,286 $ 591 $ 24,409 $ ( 97,057 ) $ ( 72,057 ) (1) On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented (Note 5). (2) Includes an aggregate of 771,429 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429 Founder Shares are no longer subject to forfeiture by the Sponsor (Note 5). The accompanying notes are an integral part of the financial statements. F- 5 K2 CAPITAL ACQUISITION CORPORATION STATEMENT OF CASH FLOWS FOR THE PERIOD FROM AUGUST 1, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025 Cash Flows from Operating Activities: Net loss $ ( 97,057 ) Adjustments to reconcile net loss to net cash used in operating activities: General and administrative expenses advanced by related party 21,235 Payment of general and administrative expenses through promissory note – related party 35,422 Changes in operating assets and liabilities: Accrued expenses 40,400 Net cash used in operating activities — Cash Flows from Financing Activities: Advances from related party 550,000 Net cash provided by financing activities 550,000 Net Change in Cash 550,000 Cash – Beginning of period — Cash – End of period $ 550,000 Noncash investing and financing activities: Deferred offering costs included in accrued offering costs $ 52,480 Deferred offering costs paid through promissory note – related party $ 57,199 Deferred offering costs paid by the Sponsor in exchange for the issuance of Class B ordinary shares $ 25,000 Prepaid expenses paid through promissory note – related party $ 20,000 Prepaid expenses advanced by the Sponsor on behalf of the Company $ 50,000 Reclassification of advances from related party to promissory note - related party $ 71,235 The accompanying notes are an integral part of the financial statements. F- 6 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS K2 Capital Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 1, 2025 . The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The Company is an early-stage and emerging growth company; and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from August 1, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of an initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest or dividend income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026. On January 30, 2026, the Company consummated the Initial Public Offering of 13,800,000 units at $ 10.00 per unit (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”) which is discussed in Note 3, which includes the full exercise of the underwriters’ over-allotment option of 1,800,000 Units, generating gross proceeds of $ 138,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 326,875 units (the “Private Placement Units”) in a private placement to K2 Capital Sponsor LLC (the “Sponsor”), at a price of $ 8.00 per Private Placement Unit, generating gross proceeds of $ 2,615,000 , of which $ 1,250,000 had not been received at the closing of the Initial Public Offering. Subsequently, on February 3, 2026, the Company received the share subscription receivable from the Sponsor, net of partial repayment of the promissory note – related party. Transaction costs amounted to $ 1,250,794 , consisting of $ 690,000 of cash underwriting fees and $ 560,794 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding taxes payable on the interest income earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the Initial Public Offering on January 30, 2026, an amount of $ 138,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was held in a U.S.-based trust account (the “Trust Account”), with Equiniti Trust Company, LLC, acting as trustee. The funds may only be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below. The Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, the initial Business Combination, all or a portion of their Public Shares upon the completion of initial Business Combination at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest, divided by the number of then outstanding Public Shares, subject to the limitations. Notwithstanding the foregoing redemption rights, if the Company seeks shareholders approval of its initial Business Combination and the Company does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) will provide that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares to be sold in the Initial Public Offering, without the Company’s prior consent. There will be no redemption rights upon the completion of a Business Combination with respect to the Private Placement Units. The Public Shares subject to redemption are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” F- 7 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 If the Company seeks shareholder approval of the Business Combination, the Company will proceed with a Business Combination only if the Company receives approval by way of an ordinary resolution under Cayman Islands law approving a Business Combination, which requires a resolution be passed by a majority of the holders of the Class A ordinary shares, par value $ 0.0001 (the “Class A ordinary shares”) and the Class B ordinary shares, par value $ 0.0001 (the “Class B ordinary shares,” and together with the Class A ordinary shares, the “ordinary shares”) as, being entitled to do so, vote in person or by proxy at a general meeting of the Company, or such other vote as required by law or stock exchange rule. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Articles, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (the “SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination and waive its redemption rights with respect to any such shares in connection with a shareholder vote to approve a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed Business Combination. The initial shareholders have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Articles (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the Completion Window (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment. If the Company has not completed a Business Combination within 18 months from the closing of the Initial Public Offering (the “Completion Window”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, if any (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Rights, which will expire worthless if the Company fails to complete a Business Combination within the Completion Window. The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares it will receive if the Company fails to complete a Business Combination within the Completion Window. However, if the initial shareholders or any of their respective affiliates acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Completion Window. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the Initial Public Offering price per Unit ($ 10.00 ). In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriter of our initial public offering against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations, and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Company’s initial Business Combination and redemptions could be reduced to less than $ 10.00 per Public Share. In such event, the Company may not be able to complete its initial Business Combination, and the Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of the Company’s officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective target businesses. F- 8 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the escalating military conflict between the United States, Israel and Iran, and other hostilities in the Middle East region and globally. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. In addition to the Russia-Ukraine conflict and the Israel-Hamas conflict, the geopolitical landscape has been significantly affected by the escalation of hostilities between the United States, Israel and Iran. Following prior exchanges of strikes between Israel and Iran in 2024 and a twelve-day conflict involving U.S. and Israeli strikes on Iranian nuclear facilities and military sites in June 2025, the United States and Israel launched a large-scale joint military operation against Iran beginning on February 28, 2026. The operation has targeted Iranian military infrastructure, nuclear program assets, senior government and military officials. Iran has responded with retaliatory missile and drone strikes against targets in Israel and U.S. military installations across the Persian Gulf region, including in Bahrain, Jordan, Kuwait and Qatar. This conflict represents a material escalation in regional instability, the full scope, duration and consequences of which remain highly uncertain. The U.S.-Israel-Iran conflict has had immediate and substantial effects on global trade, energy markets and financial markets. Iran’s Islamic Revolutionary Guard Corps has effectively closed the Strait of Hormuz — through which approximately 20% of global seaborne oil trade transits — to commercial shipping, leading major container carriers and tanker operators to suspend transits and reroute vessels. Concurrently, Iran-backed Houthi forces in Yemen have announced a resumption of attacks on commercial shipping in the Red Sea and the Bab el-Mandeb Strait, creating a dual chokepoint crisis that has disrupted global shipping lanes. Major shipping companies have suspended operations through both maritime corridors and rerouted vessels around the Cape of Good Hope, significantly increasing transit times and freight costs and disrupting global supply chains. War risk insurance for the Strait of Hormuz has been withdrawn or repriced at prohibitive levels, and airspace closures across multiple Gulf states have grounded thousands of flights. Brent crude oil prices have surged, and analysts have projected prices could reach $ 100 per barrel or higher if supply disruptions persist. Global stock markets have experienced significant declines, with indices in Asia, Europe and the United States falling sharply, and safe-haven assets such as gold and U.S. Treasuries have seen increased demand. The conflict has also prompted heightened sanctions enforcement activity and new compliance risks across financial markets. The invasion of Ukraine by Russia and the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. Furthermore, changes to policy implemented by the U.S. Congress, the Trump administration or any new administration have impacted and may in the future impact, among other things, the U.S. and global economy, international trade relations, unemployment, immigration, healthcare, taxation, the U.S. regulatory environment, inflation and other areas. For example, during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China, Canada, and Mexico. On February 1, 2025, the U.S. imposed a 25 % tariff on imports from Canada and Mexico, which were subsequently suspended for a period of one month, and a 10 % additional tariff on imports from China. More recently on April 2, 2025, President Trump signed an executive order imposing a minimum 10 percent baseline tariff on all U.S. imports, with higher tariffs applied to imports from 57 specific countries. The baseline tariff rate became effective on April 5, while tariffs on imports from the 57 targeted nations, ranging from 11 to 50 percent, took effect on April 9. On the same day, President Trump announced a 90-day ‘pause’ on reciprocal tariffs for all but China, which continues to face tariffs as high as 145 %. Historically, tariffs have led to increased trade and political tensions, between not only the U.S. and China, but also between the U.S. and other countries in the international community. In response to tariffs, other countries have implemented retaliatory tariffs on U.S. goods. F- 9 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act. FASB ASC Topic 740, “Income Taxes”, requires the effects of changes in tax laws to be recognized in the period in which the legislation is enacted. The Company is currently evaluating the impact of the new law. However, none of the tax provisions are expected to have a significant impact on the Company’s financial statements. Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict, the U.S.-Israel-Iran conflict and other hostilities in the Middle East region and subsequent sanctions or related actions, and tariff on imports from foreign countries could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination. NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Liquidity and Capital Resources The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $ 300,000 (Note 5). As of December 31, 2025, the Company had $ 550,000 in cash, and had a working capital deficit of $ 206,736 . In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into private units at a price of $ 10.00 per private unit. Such private units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there were no Working Capital Loans outstanding. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern,” the Company has completed its Initial Public Offering on January 30, 2026, and in connection with the sale of the Private Placement Units, at which time the capital in excess of the funds deposited in Trust Account and/or used to fund offering costs and other expenses was released to the Company on February 3, 2026 for general capital purposes. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window to complete the initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. F- 10 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 550,000 in cash and no cash equivalents as of December 31, 2025. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 . Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Deferred Offering Costs The Company complies with the requirements of the FASB ASC Topic 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A ordinary shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Rights and then to the Class A ordinary shares subject to possible redemption. On January 30, 2026, upon completion of the Initial Public Offering, offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to the Rights, and the Private Placement Units were charged to shareholder’s deficit as all of the underlying instruments, after management’s evaluation, were accounted for under equity treatment. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature. F- 11 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Rights The Company accounts for the Rights issued in connection with the Initial Public Offering and the private placement rights included in the Private Placement Units in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging.” Under FASB ASC Topic 815-40, the Rights (as defined below) and the private placement rights meet the criteria for equity treatment and as such will be recorded in shareholder’s deficit. If the Rights and private placement rights no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period with changes recorded in the statement of operations. Share-Based Compensation The Company records share-based compensation in accordance with FASB ASC Topic 718, “Compensation-Stock Compensation,” guidance to account for its share-based compensation. It defines a fair value-based method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments are valued using the Monte Carlo model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the statement of operations. Net Loss per Class B Ordinary Share Net loss per Class B ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding Class B ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 771,429 Class B ordinary shares that are subject to forfeiture depending on the extent to which the over-allotment option is exercised by the underwriter (Note 6). As of December 31, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per Class B ordinary share is the same as basic loss per Class B ordinary share for the period presented. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the closing of Initial Public Offering on January 30, 2026, the Company sold 13,800,000 Units, which includes the full exercise by the underwriters of their over-allotment option of 1,800,000 Units, at a price of $ 10.00 per Unit, generating gross proceeds of $ 138,000,000 . Each Unit consists of one Class A ordinary share and one Right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share, so the holder must hold Rights in multiples of 5 in order to receive shares for all of their Rights upon closing of a Business Combination (“Right”). NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased 326,875 Private Placement Units of the Company, at a price of $ 8.00 per Private Placement Unit, generating gross proceeds of $ 2,615,000 . The Private Placement Units are identical to the Units sold in the Initial Public Offering, subject to certain limited exceptions. Each Private Placement Unit consists of one private Class A ordinary share, and one private placement right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of an initial Business Combination. The Private Placement Units shall be subject to transfer restrictions. The proceeds from the sale of the Private Placement Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Completion Window, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), the Founder Shares (as defined below) and private placement shares will not be entitled to liquidating distributions from the Trust Account, and the private placement rights will expire worthless. The Private Placement Units (including the private placement shares, the private placement rights, and the Class A ordinary shares issuable upon exercise of the private placement rights) are not to be transferable, assignable or salable until 180 days after the completion of an initial Business Combination. F- 12 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 NOTE 5 — RELATED PARTIES Founder Shares On August 8, 2025, the Sponsor made a capital contribution of $ 25,000 , or approximately $ 0.005 per share, to cover certain of the Company’s expenses, for which the Company issued 4,928,571 Class B ordinary shares (the “Founder Shares”) to the Sponsor. On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented. Up to 771,429 Founder Shares are subject to forfeiture by the holders thereof depending on the extent to which the underwriter’s over-allotment option is exercised, so that the number of Founder Shares will collectively represent 28 % of the Company’s issued and outstanding shares upon the completion of the Initial Public Offering. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429 Founder Shares are no longer subject to forfeiture by the Sponsor. On January 30, 2026, the Sponsor transferred an aggregate of 95,000 Founder Shares to directors and officers, at a price of $ 0.005 per share. The transfer of the Founder Shares to the holders of such interests is in the scope of FASB ASC Topic 718. Under FASB ASC Topic 718, share-based compensation associated with equity classified awards is measured at fair value upon the assignment date. The total fair value of the 95,000 Founder Shares on January 30, 2026 was $ 138,700 or $ 1.46 per share. The Company established the initial fair value of the Founder Shares on January 30, 2026, the date of the grant agreement, using a calculation prepared by a third-party valuation team which takes into consideration the implied Class A share price of $ 9.71 , probability of de-SPAC and market adjustment of 15.0 % and lock-up term of 2.5 years. The Founder Shares were assigned without any restrictions or vesting terms. Share-based compensation was recognized at the grant date, January 30, 2026, in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2025, the transfer had not been executed and therefore no compensation expense has been recognized. The initial shareholders have agreed, subject to limited exceptions, not to transfer, assign or sell the Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $ 11.50 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. General and Administrative Services On August 19, 2025, the Company entered into an agreement with the Company’s Chief Financial Officer (“CFO”), commencing on September 1, 2025, to pay the CFO a monthly fee of $ 6,000 for his services as an officer of the Company and to grant membership interests equivalent to 100,000 Founder Shares in exchange for his services as officer through the Company’s initial Business Combination. As of December 31, 2025, the Company incurred $ 24,000 of the CFO fees, $ 12,000 of which has been paid by the Sponsor on behalf of the Company and the other $ 12,000 has been included in the accrued expenses as reported in the Company’s balance sheet. On January 28, 2026, the Company entered into an agreement to pay the Sponsor or an affiliate thereof a monthly fee of $ 21,000 (“Services Fee”) for office space, administrative and shared personnel support services through the earlier of the Company’s consummation of a Business Combination and its liquidation. Pursuant to the agreement signed on August 19, 2025, the Company shall pay $ 6,000 per month of the Services Fee to the CFO for his services as an officer of the Company. As of December 31, 2025, such arrangements had not been executed, and the Company did not incur any additional fees for these services. Additionally, on January 30, 2026, the Sponsor granted membership interests equivalent to an aggregate of 100,000 Founder Shares to the CFO subject to a performance condition (i.e., providing services through Business Combination). Share-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of Founders Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized. Working Capital Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $ 2,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into private units at a price of $ 10.00 per private unit. Such private units would be identical to the Private Placement Units. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. As of December 31, 2025, there were no Working Capital Loans outstanding. F- 13 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 Promissory Note — Related Party On August 21, 2025, the Sponsor has agreed to loan the Company an aggregate of up to $ 300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan is non-interest bearing, unsecured and due at the earlier of May 31, 2026 or the closing of the Initial Public Offering. As of December 31, 2025, there was $ 183,856 outstanding under the promissory note. As of January 30, 2026, the Initial Public Offering closing date, the Company had borrowed an aggregate of $ 200,821 under the promissory note, which was subsequently settled in full on February 3, 2026 and February 12, 2026. Borrowings under the promissory note are no longer available. Advances from Related Party On December 31, 2025, in anticipation of the Company’s sale of Private Placement Units in a private placement to occur simultaneously with the closing of the Initial Public Offering, the Sponsor transferred to the Company an aggregate of $ 550,000 and reflected in the Company’s balance sheet under advances from related party. On January 30, 2026, there was no outstanding balance under advances from related party as the sale of the Private Placement Units has been completed. NOTE 6 — COMMITMENTS AND CONTINGENCIES Registration Rights The holders of the (i) Founder Shares, (ii) Private Placement Units, the Class A ordinary shares included in the Private Placement Units, the Private Placement Rights and the Class A ordinary shares issuable upon exercise of such Private Placement Rights; and (iii) any Private Placement Units that may be issued upon conversion of Working Capital Loans and their permitted transferees will be entitled to registration rights pursuant to a registration rights agreement signed on the effective date of Initial Public Offering requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary shares). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase 1,800,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On January 30, 2026, the underwriters exercised their over-allotment option in full, closing on the 1,800,000 additional Units simultaneously with the Initial Public Offering. The underwriters were paid a cash underwriting discount of $ 690,000 upon the closing of the Initial Public Offering. NOTE 7 — SHAREHOLDER’S DEFICIT Preference Shares — The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2025, there were no preference shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue 485,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of Class A ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares — The Company is authorized to issue 10,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. As of December 31, 2025, there were 5,914,286 Class B ordinary shares issued and outstanding, up to 771,429 of which are subject to forfeiture depending on the extent to which the underwriter’s over-allotment option is exercised. Only holders of the Class B ordinary shares will have the right to vote on the appointment of directors prior to the Business Combination. Holders of ordinary shares will vote together as a single class on all matters submitted to a vote of the shareholders except as otherwise required by law. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429 Founder Shares are no longer subject to forfeiture by the Sponsor. In connection with its initial Business Combination, the Company may enter into a shareholders agreement or other arrangements with the shareholders of the target or other investors to provide for voting or other corporate governance arrangements that differ from those in effect upon completion of the Initial Public Offering. F- 14 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The Founder Shares are designated as Class B ordinary shares and will automatically convert at a ratio of one-for-one into Class A ordinary shares (which such Class A ordinary shares issued upon conversion will not have redemption rights or be entitled to liquidating distributions from the Trust Account if the Company does not consummate an initial Business Combination) at the time of its initial Business Combination. Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one fifth (1/5) of one Class A ordinary share upon consummation of the initial Business Combination, even if the holder of a public right redeemed all Class A ordinary shares held by him, her or it in connection with the initial Business Combination or an amendment to the Company’s Articles with respect to its pre-initial business combination activities. In the event the Company will not be the surviving company upon completion of its initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one fifth (1/5) of one ordinary share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional Class A ordinary shares upon consummation of an initial Business Combination. The Class A ordinary shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enter into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same consideration per ordinary share the holders of the Class A ordinary shares will receive in the transaction on an as-converted into Class A ordinary shares basis. The Company will not issue fractional Class A ordinary shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with Cayman Islands law. As a result, the holder must hold rights in multiples of 5 in order to receive Class A ordinary shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the assets held outside of the Trust Account with respect to such rights. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to cash settle the rights. Accordingly, the rights may expire worthless. NOTE 8 — SEGMENT INFORMATION FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report, in their financial statements, information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance. The Company’s CODM has been identified as the Chief Executive Officer , who reviews the assets, operating results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reporting segment. The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following: December 31, 2025 Cash $ 550,000 Deferred offering costs $ 134,679 For the Period from August 1, 2025 (Inception) Through December 31, 2025 General and administrative expenses $ 97,057 F- 15 K2 CAPITAL ACQUISITION CORPORATION NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2025 The CODM reviews general and administrative expenses to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Completion Window. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative expenses, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. The CODM reviews the position of total assets as reported in the Company’s balance sheet to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering. NOTE 9 — SUBSEQUENT EVENTS The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to March 25, 2026, the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026. On January 28, 2026, the Company entered into an agreement to pay the Sponsor or an affiliate thereof a monthly Services Fee of $ 21,000 for office space, administrative and shared personnel support services through the earlier of the Company’s consummation of a Business Combination and its liquidation. Pursuant to the agreement signed on August 19, 2025, the Company shall pay $ 6,000 per month of the Services Fee to the CFO for his services as an officer of the Company. On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented. On January 30, 2026, the Sponsor transferred an aggregate of 100,000 Founder Shares to the CFO subject to a performance condition (i.e., providing services through Business Combination). On January 30, 2026, the Sponsor transferred an aggregate of 95,000 Founder Shares to directors and officers, at a price of $ 0.005 per share. The Founder Shares were assigned without any restrictions or vesting terms. As such, on January 30, 2026, the Company will recognize compensation expense of $ 138,700 pursuant to the Founder Share transfer agreement. On January 30, 2026, the Company consummated the Initial Public Offering of 13,800,000 Units at $ 10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option of 1,800,000 Units, generating gross proceeds of $ 138,000,000 . Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 326,875 Private Placement Units in a private placement to the Sponsor, at a price of $ 8.00 per unit, generating gross proceeds of $ 2,615,000 . On January 30, 2026, the underwriters exercised their over-allotment option, closing on the 1,800,000 additional Units simultaneously with the Initial Public Offering. The underwriters were paid a cash underwriting discount of $ 690,000 upon the closing of the Initial Public Offering. Following the closing of the Initial Public Offering on January 30, 2026, an amount of $ 138,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was held in a Trust Account. On February 3, 2026, the Company received $ 1,096,053 from the Sponsor subsequent to the closing of the Initial Public Offering. This is the share subscription receivable of $ 1,250,000 , net of partial repayment of $ 153,947 of the promissory note – related party. On February 12, 2026, the Company fully settled the $ 46,874 remaining borrowings under the promissory note – related party. Commencing on February 25, 2026, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and rights included in the Units. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “KTWOU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “KTWO” and “KTWOR,” respectively. F- 16 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. March 26, 2026 K2 CAPITAL ACQUISITION CORP. By: /s/ Karan Thakur Name: Karan Thakur Title: Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Name Position Date /s/ Karan Thakur Chief Executive Officer March 26, 2026 Karan Thakur (Principal Executive Officer) /s/ Glenn C. Worman Chief Financial Officer and Chief Operating Officer March 26, 2026 Glenn C. Worman (Principal Financial and Accounting Officer) /s/ Yungkong Bann Director March 26, 2026 Yungkong Bann /s/ Michael E. Fuentes Director March 26, 2026 Michael E. Fuentes /s/ Rajiv Matthew Director March 26, 2026 Rajiv Matthew 38