K2 CAPITAL SPONSOR LLC 4

What Happened K2 Capital Sponsor LLC, the issuer’s sponsor and a reported 10% owner, purchased 326,875 private units on January 30, 2026. The units were bought at $8.00 per unit for an aggregate price of $2,615,000. Each private unit consists of one Class A ordinary share plus a right to receive one-fifth (0.2) of an ordinary share upon the consummation of an initial business combination. The Form 4 reports this as a purchase (transaction code P) via a private placement pursuant to a Private Placement Units Purchase Agreement dated January 28, 2026.

Key Details

• Transaction date: January 30, 2026; Purchase price: $8.00 per unit; Quantity: 326,875 units; Total = $2,615,000.
• Units consist of 1 Class A share + right to receive 0.2 share upon closing of the SPAC’s initial business combination (see footnote).
• Filing date: February 13, 2026 — the Form 4 reports the January 30 transaction but was filed 14 days later; this appears late for a Form 4 (insiders typically must file within 2 business days).
• Shares owned after the transaction: not specified in the filing.
• Transaction code: P = Purchase (private placement).

Context This is a sponsor/institutional purchase tied to SPAC formation mechanics (sponsor units in a private placement), not a routine open-market trade by an executive. Such sponsor purchases are common in SPAC deals and reflect the sponsor taking a founder/investor position; they are different from typical insider buys/sells of public shares. The late filing reduces the timeliness of disclosure for investors and may draw SEC or exchange scrutiny, but the filing itself documents the transaction and its economic terms.