Sec Form 13D Filing - K2 Capital Sponsor LLC filing for - 2026-02-13

The address of the principal place of business for each of the Reporting Persons is: 244 Fifth Avenue, Suite #1833, New York, NY.

The Sponsor's principal business is to act as the Issuer's Sponsor. Mr. Karan Thakur serves as the managing members of the Sponsor. Mr. Thakur also serves as the Chief Executive Officer and Chairman of the board of directors of the Issuer.

During the last five years, none of the Reporting Persons has been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).

During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Entities: The Sponsor - K2 Capital Sponsor LLC - Delaware limited liability company Individuals: Karan Thakur -- Canada

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable.

Founder Shares In connection with the organization of the Issuer, in August 1, 2025, the Sponsor paid $25,000 to cover certain of the Issuer's initial public offering costs in exchange for 5,914,285 Class B ordinary shares, (the "Founder Shares"), for approximately $0.004 per share. On January 28, 2026, the underwriter to the public offering exercised its over-allotment option ( "OA Option") in connection with the Issuer's initial public offering ("IPO") which was declared effective on January 28, 2026. See Issuer's registration statement on Form S-1 (File No. 333-290350, the "Registration Statement"), under the heading "Certain Transactions." Public Units On January 30, 2026, the Company closed its initial public offering of 13,800,000 units, at a price of $10.00 per unit (the "Public Units"), for an aggregate purchase price of $138,000,000 with the exercise of the OA Option. Each Public Unit consists of one ordinary share and one right (each, a "right"). Each right entitles the holder thereof to receive one-fifth (1/5) of a share upon the consummation of an initial business combination (as described more fully in the Registration Statement). Private Placement Units On January 30, 2026, simultaneously with the closing of the Issuer's IPO, the Sponsor acquired 326,875 private placement units ("Private Placement Units" and, together with the Public Units, the "Units") at $8.00 per Private Placement Unit, for an aggregate purchase price of $2,615,000, pursuant to a Private Placement Units Purchase Agreements dated January 28, 2026 between the Sponsor and the Issuer (the "Private Placement Units Purchase Agreement"). The Private Placement Units are to the same as the Public Units, The summary of such Private Placement Units Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto. The Reporting Persons continuously assess the Issuer's business, financial condition, results of operations and prospects, general economic conditions, other developments and additional investment opportunities. Depending on such assessments, and subject to any restrictions described herein, the Reporting Persons may acquire additional securities of the Issuer or new securities of the Issuer or may determine to purchase, sell or otherwise dispose of all or some of the Issuer's securities beneficially owned by the Reporting Persons in the open market, as applicable, in privately negotiated transactions, in transactions directly with the Issuer or otherwise. Such actions will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices, the financial condition, results of operations and prospects of the Issuer, alternative investment opportunities, general economic, financial market and industry conditions and other factors that the Reporting Persons may deem material to their investment decision.

As of February 13, 2026, the Sponsor directly beneficially owned 6,046,160 ordinary shares comprised of (i) 5,719,285 Class B ordinary shares held directly by the Sponsor, which will automatically convert into Class A ordinary shares on a one-for-one basis upon the consummation of the Company's initial business combination, or may be converted at the option of the holder at any time prior thereto, and (ii) 326,875 Class A ordinary shares issuable upon separation of the private placement units held by the Sponsor (collectively, the "Sponsor Shares"). Mr. Karan Thakur, as managing member of the Sponsor, may be deemed to beneficially own the Sponsor Shares. The Sponsor Shares represent approximately 30.17%, of the 20,041,160 Class A and Class B ordinary shares that were deemed to be outstanding following the Issuer's IPO and following the underwriter exercising its OA Option as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on January 29, 2026 (the "Final Prospectus"). Mr. Karan Thakur as managing member of the Sponsor, may be deemed to beneficially own 6,046,161 ordinary shares, representing approximately 30.17% of the 20,041,160 ordinary shares that were deemed to be outstanding following the Issuer's IPO and the exercise of the underwriter's OA Option as set forth in the Final Prospectus.

As of February 13, 2026, the Sponsor directly beneficially owned 6,046,160 ordinary shares comprised of (i) 5,719,285 Class B ordinary shares held directly by the Sponsor, which will automatically convert into Class A ordinary shares on a one-for-one basis upon the consummation of the Company's initial business combination, or may be converted at the option of the holder at any time prior thereto, and (ii) 326,875 Class A ordinary shares issuable upon separation of the private placement units held by the Sponsor (collectively, the "Sponsor Shares"). Mr. Karan Thakur, as managing member of the Sponsor, may be deemed to beneficially own the Sponsor Shares. The Sponsor Shares represent approximately 30.17%, of the 20,041,160 Class A and Class B ordinary shares that were deemed to be outstanding following the Issuer's IPO and following the underwriter exercising its OA Option as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on January 29, 2026 (the "Final Prospectus"). Mr. Karan Thakur as managing member of the Sponsor, may be deemed to beneficially own 6,046,160 ordinary shares, representing approximately 30.17% of the 20,041,160 ordinary shares that were deemed to be outstanding following the Issuer's IPO and the exercise of the underwriter's OA Option as set forth in the Final Prospectus.

Information with respect to all transactions in the Shares beneficially owned by the Reporting Persons that were effected during the past sixty days is set forth in Item 4 and 6 incorporated herein by reference.

Not applicable.

Not applicable.

The responses to Items 3, 4 and 5 are incorporated by reference into Item 6. Joint Filing Agreement Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Person s have entered into a Joint Filing Agreement, a copy of which is filed hereto as Exhibit 99.1, with respect to the joint filing of this Schedule 13D and any amendment or amendments thereto. Securities Subscription Agreement between the Issuer and Sponsor In connection with the organization of the Issuer, 5,914,285 ordinary shares were purchased by the Sponsor for the amount of $25,000 pursuant to the Securities Subscription Agreement between the Issuer and the Sponsor, dated August 8, 2025 (the "Securities Subscription Agreement"). The description of the Securities Subscription Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto. Insider Letter Agreement On January 28, 2026, the Issuer entered into a letter agreement with the Issuer's directors, officers and senior advisors (collectively, the "Insiders") and the Company's Sponsor, (collectively the "Letter Agreements"). Pursuant to the Letter Agreement, the Insiders and the Sponsor have each agreed that if the Issuer seeks shareholder approval of a proposed business combination it will vote all shares held by it in favor of such proposed business combination. Pursuant to the Letter Agreements, the Insiders and the Sponsor have each agreed that, for a period of 180 days from the date of the prospectus, they will not, without the prior written consent of the underwriter representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units, ordinary shares, founder shares or rights, subject to certain exceptions. D. Boral Capital LLC ("D. Boral"), the representative of the underwriters, in its sole discretion may release any of the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and private units. The Sponsor and Insiders agreed not to transfer, assign or sell any Founder Shares until the earlier to occur of (A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing after our initial business combination, or (y) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property (except with respect to permitted transferees). The private units and the units that may be issued upon conversion of working capital loans (including the underlying securities) will not be transferable, assignable or saleable by our Sponsor (as applicable) or their permitted transferees until 30 days after the completion of our initial business combination (except with respect to permitted transferees). The purchasers of the private units also agreed not to transfer, assign or sell any of the private units, including the underlying ordinary shares (except in connection with the same limited exceptions that the Founder Shares may be transferred as described above), until 180 days after the completion of the initial business combination. The description of the Letter Agreement is qualified in its entirety by reference to the full text of such agreement, copies of which are filed as an exhibit hereto. Private Placement Units Purchase Agreement On January 28, 2026, simultaneously with the closing of the Issuer's IPO, Sponsor purchased an aggregate of 326,875 private units (whether or not the underwriters' over-allotment option is exercised in full), at a price of $8.00 per unit, or $2,615,000 in the aggregate. Each private unit consists of one ordinary share and one right. The private units are identical to the public units sold in the offering except that private units (including the securities comprising such units) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 180 days after the completion of the initial business combination, and (ii) will be entitled to registration rights. The summary of such Private Placement Units Purchase Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto. Registration Rights Agreement On January 28, 2026, in connection with the Issuer's IPO, the Issuer and the Insiders entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which the Holders (as defined therein) are entitled to request that the Issuer register certain of its securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, the Holders have the right to include their securities in other registration statements filed by the Issuer. The summary of the Registration Rights Agreement contained herein is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as an exhibit hereto.

Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 99.2 Securities Subscription Agreement, dated January 28, 2026, between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 filed by the Issuer with the SEC on January 22, 2026). Exhibit 99.3 Letter Agreement, dated January 28, 2026, among the Issuer, its officers and directors and the Sponsor, (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 3, 2026). Exhibit 99.4 Private Placement Units Purchase Agreement, dated January 28, 2026, by and between the Issuer and the Sponsor (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 3, 2026). Exhibit 99.5 Registration Rights Agreement, dated January 28, 2026, between the Issuer and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on February 3, 2026).