What price condition affects KTWO founder share transferability?

Founder shares may become transferable if the Class A ordinary share closing price equals or exceeds $12.00 per share (subject to adjustment) for at least 20 trading days within any 30-trading day period, starting at least 150 days after the business combination.

K2 Capital cuts private unit lock-up to 30 days

Q: When was KTWO’s Amendment No. 1 to the insider letter executed?

Amendment No. 1 to the insider Letter Agreement for K2 Capital Acquisition Corp (KTWO) was executed on August 26, 2026, modifying lock-up provisions for founder shares and private placement units following the initial business combination.

Q: Where can investors find KTWO’s full Amendment No. 1 terms?

The full terms of Amendment No. 1 for KTWO are included as Exhibit 10.1, titled “Amendment No. 1 to Insider Letter,” which is incorporated by reference in the current report.

K2 Capital Acquisition Corp (KTWO) reported that on August 26, 2026 it entered into Amendment No. 1 to its January 28, 2026 insider Letter Agreement with K2 Capital Sponsor LLC and certain insiders.

Filing Impact

(High)

Filing Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

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Form Type

8-K

Rhea-AI Filing Summary

K2 Capital Acquisition Corp (KTWO) reported that on August 26, 2026 it entered into Amendment No. 1 to its January 28, 2026 insider Letter Agreement with K2 Capital Sponsor LLC and certain insiders. The amendment modifies lock-up terms on founder shares and private placement units after the initial business combination.

Founder shares will become transferable upon the earlier of six months after the business combination or when the Class A share closing price equals or exceeds $12.00 per share (as adjusted) for 20 trading days within any 30-trading day period commencing at least 150 days after completion of the business combination. The lock-up on private placement units is shortened from 180 days to 30 days after the business combination.

Insights

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8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Founder share time-based lock-up: six months after initial business combination Founder share price condition: $12.00 per share Trading-day condition window: 20 trading days within any 30-trading day period +3 more

6 metrics

Founder share time-based lock-up six months after initial business combination Earliest time-based date when founder shares become transferable

Founder share price condition $12.00 per share Class A share closing price threshold for 20 of 30 trading days

Trading-day condition window 20 trading days within any 30-trading day period Performance requirement for early founder share transferability

Commencement after business combination 150 days Earliest start of the 30-trading day measurement period

Private placement units prior lock-up 180 days Original post-business-combination lock-up period

Private placement units new lock-up 30 days Revised post-business-combination lock-up period

Key Terms

initial business combination, founders shares, private placement units, lock-up provisions, +1 more

5 terms

initial business combination financial

"after consummation of an initial business combination (the “Business Combination”)"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

founders shares financial

"amend the lock-up provisions applicable to the founders shares after consummation"

Founders shares are a special block of a company’s stock originally given to the people who started the business; they often carry extra voting power or favorable terms compared with regular shares. For investors, these shares matter because they concentrate control and influence how future funding, ownership dilution, and decision-making will play out—think of founders shares as the steering wheel that can steer a company’s direction even as more passengers (investors) climb aboard.

private placement units financial

"amend the lock-up provisions applicable to the private placement units"

lock-up provisions financial

"amend the lock-up provisions applicable to the founders shares"

Lock-up provisions are contractual rules that prevent certain shareholders—typically company founders, employees, and early investors—from selling their shares for a fixed period after a public offering or similar event. Investors care because when that period ends, a large number of shares can suddenly become available for sale, which can push the stock price down; think of it like a temporary dam holding back supply until a scheduled release that can change market liquidity and short-term price risk.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What lock-up changes did KTWO make to founder shares?

Founder shares become transferable after the business combination once either six months have passed or the Class A share price is at least $12.00 per share for 20 trading days within any 30-trading day period, starting at least 150 days after completion.

How did KTWO change the lock-up on private placement units?

The lock-up period for private placement units was reduced from 180 days to 30 days after consummation of the initial business combination, allowing earlier transfer of those units compared with the prior agreement.

When was KTWO’s Amendment No. 1 to the insider letter executed?

Amendment No. 1 to the insider Letter Agreement for K2 Capital Acquisition Corp (KTWO) was executed on August 26, 2026, modifying lock-up provisions for founder shares and private placement units following the initial business combination.

Where can investors find KTWO’s full Amendment No. 1 terms?

The full terms of Amendment No. 1 for KTWO are included as Exhibit 10.1, titled “Amendment No. 1 to Insider Letter,” which is incorporated by reference in the current report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/27/2026 - 05:01 PM EDT Accepted by SEC EDGAR 08/27/2026 - 05:00 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 26, 2026

Date of Report (Date of earliest event reported)

K2 CAPITAL ACQUISITION CORPORATION

(Exact name of Registrant as specified in its charter)

Cayman Islands

001-43086

N/A

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification Number)

244 Fifth Avenue

Suite #1833

New York, NY

10001

(Address of Principal Executive Offices)

(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On August 26, 2026, K2 Capital Acquisition Corporation (the “Registrant”), K2 Capital Sponsor LLC (the “Sponsor”) and the various insiders party thereto entered into Amendment No. 1 to the Letter Agreement dated January 28, 2026. The purpose of Amendment No. 1 was to (A) amend the lock-up provisions applicable to the founders shares after consummation of an initial business combination (the “Business Combination”) to provide that such shares will become transferable upon the earlier of (i) six months following the initial business combination or (ii) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion of the Business Combination and (B) amend the lock-up provisions applicable to the private placement units after consummation of a Business Combination from 180 days to 30 days.

A copy of Amendment No. 1 is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to Insider Letter
104		Cover page interactive data file

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 27, 2026

	K2 CAPITAL ACQUISITION CORPORATION

	By:	/s/ Karan Thakur
	Name:	Karan Thakur
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 AMENDMENT NO. 1 TO INSIDER LETTER 13.9 KB