K2 Capital Acquisition Corp-A 2025年度报告

FORM 10-K Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 30, 2025, there was no established public trading market for the Registrant’s securities. The Registrant’s units began tradingon the Nasdaq Capital Market on January 29, 2026, following the pricing of the Registrant’s initial public offering on January 28,2026. As of March 24, 2026, there were (i) 14,126,875 shares of the Company’s Class A common stock, par value $0.0001 per share, and (ii)5,914,286 shares of Class B common stock, par value $0.0001 per share, of the registrant issued and outstanding. Auditor Name: WithumSmith+Brown, PCAuditor Location: New York, NY TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors16Item 1B.Unresolved Staff Comments21Item 1C.Cybersecurity21Item 2.Properties21Item 3.Legal Proceedings21Item 4.Mine Safety Disclosures21PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of EquitySecurities22Item 6.Reserved22Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 7A.Quantitative and Qualitative Disclosures about Market Risk25Item 8.Financial Statements and Supplementary Data25Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure26Item 9A.Controls and Procedures26Item 9B.Other Information26Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections26PART IIIItem 10.Directors, Executive Officers and Corporate Governance27Item 11.Executive Compensation31Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters32Item 13.Certain Relationships and Related Transactions, and Director Independence33Item 14.Principal Accountant Fees and Services35PART IVItem 15.Exhibit and Financial Statement Schedules36Item 16.Form 10-K Summary37 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Report (as defined below), including, without limitation, statements under “Item 7. Management’s Discussion and Analysis ofFinancial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of theSecurities Act (as defined below) and Section 21E of the Exchange Act (as defined below). These forward-looking statements can beidentified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intend