K2 Capital Acquisition Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2026 Commission file number: 001-43086 K2 CAPITAL ACQUISITION CORP.(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 forthe 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 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 14,126,875 Class A ordinary shares, $0.0001 par value and 5,914,286 Class B ordinary shares,$0.0001 par value, issued and outstanding. K2 CAPITAL ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PagePart I. Interim Financial InformationItem 1. Financial StatementsCondensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statement of Operations for the Three Months Ended March 31, 2026 (Unaudited)2Condensed Statement of Changes in Shareholders’ (Deficit) Equity for the Three Months Ended March 31, 2026(Unaudited)3Condensed Statement of Cash Flows for the Three Months Ended March 31, 2026 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk18Item 4. Controls and Procedures18Part II. Other InformationItem 1. Legal Proceedings19Item 1A. Risk Factors19Item 2. Unregistered Sales of Equity Securities and Use of Proceeds20Item 3. Defaults Upon Senior Securities20Item 4. Mine Safety Disclosures20Item 5. Other Information20Item 6. Exhibits21Part III. Signatures23 PART I - FINANCIAL INFORMATION K2 CAPITAL ACQUISITION CORP.CONDENSED BALANCE SHEETS Class A ordinary shares subject to possible redemption, $0.0001 par value; 13,800,000 and no sharesat redemption value of $10.06 and $0 per share at March 31, 2026 andDecember 31, 2025,respectively138,779,596— (1)On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization,resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectivelypresented (Note 5).(2)Includes an aggregate of 771,429 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of theclosing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429Founder Shares are no longer subject to forfeiture by the Sponsor (Note5). The accompanying notes are an integral part of these unaudited condensed financial statements. K2 CAPITAL ACQUISITION CORP.CONDENSED STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31, 2026(UNAUDITED) Basic net income per share, Class B ordinary shares Diluted net income per share, Class B ordinary shares (1)On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization,resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectivelypresented (Note 5).(2)Includes an aggregate of 771,429 ClassB ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters. On January 30, 2026, the underwriters exercised their over-allotment option in full as part of theclosing of the Initial Public Offering. As a result of the underwriters’ election to fully exercise their over-allotment option, 771,429Founder Shares are no longer subject to forfeitu