SEC Comment Letter for K2 Capital Acquisition (KTWO) — Dec 18, 2025
K2 Capital Acquisition Corp
Date: Dec. 18, 2025 · CIK: 0002086524 · Accession: 0000000000-25-011663
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-290350
Letter
December 18, 2025 Karan Thakur Chief Executive Officer K2 Capital Acquisition Corp Suite 716, 10 Market Street Camana Bay, Grand Cayman KY1 9006 Cayman Islands Re:K2 Capital Acquisition Corp Amendment No. 2 and No. 1 to Registration Statement on Form S-1 Filed December 10, 2025 and December 9, 2025, respectively File No. 333-290350 Dear Karan Thakur: We have conducted a limited review of your registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 1 to Registration Statement on Form S-1 filed December 9, 2025 Exhibits The trust account termination letter attached as Exhibit A to the Investment Management Trust Agreement filed as Exhibit 10.2 states that "counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds to the accounts as directed by the Company . . . ." Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. We also note that the exhibit is inconsistent with the disclosure in the prospectus, which states that 1.
December 18, 2025 Page 2 the proceeds will not be released from the trust account until the completion of your initial business combination. Please reconcile the disclosure and advise how this is consistent with the Nasdaq Listing Rule. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc:Alex Weniger-Araujo, Esq.
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December 18, 2025
Karan Thakur
Chief Executive Officer
K2 Capital Acquisition Corp
Suite 716, 10 Market Street
Camana Bay, Grand Cayman KY1 9006
Cayman Islands
Re:K2 Capital Acquisition Corp
Amendment No. 2 and No. 1 to Registration Statement on Form S-1
Filed December 10, 2025 and December 9, 2025, respectively
File No. 333-290350
Dear Karan Thakur:
We have conducted a limited review of your registration statement and have the
following comment.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed December 9, 2025
Exhibits
The trust account termination letter attached as Exhibit A to the
Investment Management Trust Agreement filed as Exhibit 10.2 states that "counsel
for the Company shall deliver to you written notification that the Business
Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company .
. . ." Nasdaq Listing Rule IM-5101-2(a) states that “[a]t least 90% of the gross
proceeds . . . must be deposited in a trust account maintained by an independent
trustee.” It is unclear how the release of funds earlier than the consummation of the
initial business combination would comport with this listing standard. We also note
that the exhibit is inconsistent with the disclosure in the prospectus, which states that 1.
December 18, 2025
Page 2
the proceeds will not be released from the trust account until the completion of your
initial business combination. Please reconcile the disclosure and advise how this
is consistent with the Nasdaq Listing Rule.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Benjamin Holt at 202-551-6614 or David Link at 202-551-3356 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Alex Weniger-Araujo, Esq.