Form 4: Thakur Karan reports purchase transactions in KTWOU

Rhea-AI Filing Summary

Thakur Karan 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^*

Thakur Karan

(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)

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

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	I	See Footnote(2)

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.

2. Consists of 326,875 Class A ordinary shares owned by K2 Capital Sponsor LLC (the "Sponsor"). Karan Thakur controls K2 Capital Sponsor LLC. As such, he may be deemed to have or share beneficial ownership of the Class A ordinary shares held directly by K2 Capital Sponsor LLC. Karan Thakur disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.

	/s/ Karan Thakur	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).
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FAQ

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

K2 Capital Sponsor LLC purchased 326,875 private units of K2 Capital Acquisition Corp. Each unit includes one Class A ordinary share and a right to one-fifth of an additional share, reflecting a sponsor-level capital commitment tied to the company’s future business combination.

How much did K2 Capital Sponsor LLC invest in K2 Capital Acquisition Corp (KTWOU)?

K2 Capital Sponsor LLC invested $2,615,000 in private units. The sponsor bought 326,875 private units at $8.00 per unit under a Private Placement Units Purchase Agreement dated January 28, 2026 with K2 Capital Acquisition Corp.

How many K2 Capital Acquisition Corp (KTWOU) shares are tied to the sponsor’s units?

The purchase relates to 326,875 Class A ordinary shares. Each private unit contains one Class A ordinary share plus a right to receive one-fifth of an additional ordinary share upon completion of K2 Capital Acquisition Corp’s initial business combination.

What role does Karan Thakur have in the K2 Capital Acquisition Corp (KTWOU) transaction?

Karan Thakur controls K2 Capital Sponsor LLC, which holds the units. Because he controls the sponsor, he may be deemed to share beneficial ownership of the 326,875 Class A ordinary shares, but he disclaims ownership beyond his pecuniary interest.

When were the K2 Capital Acquisition Corp (KTWOU) private units purchased?

The private units relate to a transaction dated January 30, 2026. The purchase followed a Private Placement Units Purchase Agreement dated January 28, 2026 between K2 Capital Sponsor LLC, as sponsor, and K2 Capital Acquisition Corp.

What rights are included in the K2 Capital Acquisition Corp (KTWOU) private units?

Each private unit includes a Class A share and a fractional right. Specifically, every unit has one Class A ordinary share and a right to receive one-fifth of an ordinary share after K2 Capital Acquisition Corp completes its initial business combination.