K2 Capital Acquisition Corp-A美股招股说明书(2026-01-30版)

K2 Capital Acquisition Corporation 12,000,000 Units K2 Capital Acquisition Corporation is a newly incorporated blank check company incorporated for thepurpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganizationor similar business combination with one or more businesses, which we refer to throughout this prospectus asour initial business combination. We have not selected any specific business combination target and we havenot, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with anybusiness combination target with respect to an initial business combination with us. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists ofone ClassA ordinary share and one right to receive one-fifth (1/5) of an ordinary share upon the consummationof an initial business combination. No fractional shares will be issued upon exchange of the rights, so you musthold rights in multiples of 5 in order to receive shares for all of your rights upon closing of a businesscombination. We have also granted the underwriters a 45-day option to purchase up to an additional1,800,000units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether theyabstain, vote for, or vote against, our initial business combination, all or a portion of their ClassA ordinaryshares upon the completion of our initial business combination at a per share price, payable in cash, equal to theaggregate amount then on deposit in the trust account described below calculated as of twobusiness days priorto the consummation of our initial business combination, including interest, divided by the number of thenoutstanding public shares, subject to the limitations described herein. Notwithstanding the foregoing redemptionrights, if we seek shareholder approval of our initial business combination and we do not conduct redemptionsin connection with our initial business combination pursuant to the tender offer rules, our amended and restatedmemorandum and articles of association will provide that a public shareholder, together with any affiliate ofsuch shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section13 of the Securities ExchangeActof1934, as amended), is restricted from redeeming itsshares with respect to more than an aggregate of 15% of the shares sold in this offering, without our priorconsent. We will have 18months from the closing of this offering to consummate an initial businesscombination. In addition, our shareholders can also vote at any time to amend our amended and restatedmemorandum and articles of association to extend the amount of time we will have to complete an initialbusiness combination, in each case as further described herein. There is no limit on the number of times ourshareholders can vote to amend our amended and restated memorandum and articles of association to extend theamount of time we will have to complete an initial business combination, and any such extension may be forany amount of time. We refer to the time period we have to complete an initial business combination, as it maybe extended as described above, as the “completion window”. If our completion window is extended by anamendment to our amended and restated memorandum and articles of association, our shareholders will beentitled to vote on such amendment and to redeem their shares in connection with any such extension. If wehave not completed our initial business combination within the completion window or we do not otherwise seekshareholder approval to amend our amended and restated memorandum and articles of association to furtherextend the time to complete our initial business combination, we will redeem 100% of the public shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, includinginterest (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the numberof then outstanding public shares, subject to applicable law and certain conditions as further described herein.Please see “Redemption of Public Shares and Liquidation if no Initial Business Combination” on page126for more information. Prior to this offering, there has been no public market for our units, ClassA ordinary shares or rights. Ourunits have been approved to be listed on the The New York Stock Exchange (“NYSE”) under the symbol“KTWOU”. The ClassA ordinary shares and rights constituting the units will begin separate trading on the52ndday following the date of this prospectus (or, if such date is not a businessday, the following businessday),subject to certain conditions. Once the securities constituting the units begin separate trading, we expect that theClassA ordinary shares and rights will trade on the NYSE under the symbols “KTWO” an