Form 4: K2 CAPITAL SPONSOR reports purchase transactions in KTWOU

Rhea-AI Filing Summary

K2 CAPITAL SPONSOR LLC reported open-market purchase transactions in a Form 4 filing for KTWOU. The filing lists transactions totaling 326,875 shares. Following the reported transactions, holdings were 326,875 shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

K2 CAPITAL SPONSOR LLC

(Last) (First) (Middle)

C/O K2 CAPITAL ACQUISITION CORPORATION

244 FIFTH AVENUE, SUITE #1833

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
K2 Capital Acquisition Corp [ KTWO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A ordinary shares	01/30/2026		P(1)		326,875	A	(1)	326,875	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Reflects the 326,875 private units purchased by K2 Capital Sponsor LLC, the Issuer's sponsor ("Sponsor") pursuant to the Private Placement Units Purchase Agreement dated January 28, 2026 entered into with the Issuer. Each private unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon the consummation of an initial business combination. The private units were purchased at $8.00 per unit for an aggregate purchase price of $2,615,000.

	/s/ Karan Thakur Managing Member	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did K2 Capital Sponsor LLC report for K2 Capital Acquisition Corp (KTWOU)?

K2 Capital Sponsor LLC reported buying 326,875 private units linked to Class A ordinary shares of K2 Capital Acquisition Corp. The units were acquired in a private placement on January 30, 2026, and are now held as a direct beneficial ownership position.

How many K2 Capital Acquisition Corp (KTWOU) shares does K2 Capital Sponsor LLC own after the transaction?

After the transaction, K2 Capital Sponsor LLC beneficially owns 326,875 Class A ordinary shares. This amount matches the number of private units purchased, with the share component of each unit counted toward the reported beneficial ownership position.

What was the purchase price paid by K2 Capital Sponsor LLC for KTWO private units?

The sponsor paid $8.00 per private unit for 326,875 units of K2 Capital Acquisition Corp. This results in an aggregate purchase price of $2,615,000 under a Private Placement Units Purchase Agreement dated January 28, 2026.

What does each K2 Capital Acquisition Corp (KTWOU) private unit acquired by the sponsor include?

Each private unit consists of one Class A ordinary share and one right. That right entitles the holder to receive one-fifth of an ordinary share upon completion of an initial business combination by K2 Capital Acquisition Corp.

Was the K2 Capital Sponsor LLC purchase an open-market trade or a private placement?

The purchase was made through a private placement agreement. It was completed under a Private Placement Units Purchase Agreement with K2 Capital Acquisition Corp, rather than as a standard open-market stock exchange transaction.

What is K2 Capital Sponsor LLC’s relationship to K2 Capital Acquisition Corp (KTWOU)?

K2 Capital Sponsor LLC is identified as the issuer’s sponsor and a 10% owner. As sponsor of the special purpose acquisition company, it holds a significant ownership stake through the private units and associated Class A ordinary shares.