K2 Capital Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 13, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-14.
0001213900-26-056779
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-088728
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 6 previous paragraphs and 7 current paragraphs.
3 unchanged; 2 reworded; 2 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (2)
Current report
Section 4501 of the Internal Revenue Code, as enacted by the Inflation Reduction Act of 2022, imposes a 1% excise tax on the fair market value of certain stock repurchases (including redemptions) made by publicly traded U.S. corporations, subject to certain exceptions. As a Cayman Islands exempted company, the excise tax is currently not expected to apply to redemptions of our Class A ordinary shares (absent any regulations or other additional guidance that may be issued in the future). However, in connection with an initial business combination involving a company organized under the laws of a state of the United States, it is possible that we domesticate and continue as a corporation organized under the laws of a state of the United States prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on a national securities exchange, in such a case, we could be subject to the excise tax with respect to any subsequent redemptions.
Current report
The IRS has issued Notice 2023-2 and final regulations addressing certain aspects of the excise tax’s application to SPAC transactions. However, the IRS guidance does not address all potential factual situations that may arise in connection with SPAC transactions. As a result, significant aspects of the application of the excise tax remain subject to interpretation, and there remains uncertainty regarding how the excise tax rules may apply to particular SPAC transactions.
Removed paragraphs (1)
Previous report
Section 4501 of the Internal Revenue Code, as enacted by the Inflation Reduction Act of 2022, imposes a 1% excise tax on the fair market value of certain stock repurchases made by a "covered corporation." Although we are a Cayman Islands exempted company, the application of this excise tax to SPAC redemptions has not been definitively resolved, especially regarding redemptions by entities organized outside the United States whose shares trade on U.S. exchanges. The IRS has issued Notice 2023-2 and proposed regulations addressing certain aspects of the excise tax's application to SPAC transactions, but final regulations have not been issued.
Reworded paragraphs (2)
Previous wording
If determined to apply to us, the excise tax could be imposed on redemptions of our Class A ordinary shares in connection with our initial business combination, an extension of the completion window, open market repurchases by our affiliates, or a liquidation. Under the proposed regulations, the amount subject to tax may be reduced by the fair market value of any stock issued during the same taxable year, which could include shares issued in connection with a business combination or PIPE transaction. In addition, there is no assurance that any such offset would be available or sufficient to fully eliminate the liability.
Current wording
If determined to apply to us, the excise tax could be imposed on redemptions of our Class A ordinary shares in connection with our initial business combination, an extension of the completion window, or open market repurchases by our affiliates. However, subject to certain exceptions, the excise tax generally should not apply in the event of our complete liquidation. Under the final regulations, the amount subject to tax may be reduced by the fair market value of any stock issued during the same taxable year, which could include shares issued in connection with a business combination or PIPE transaction. However, there is no assurance that any such offset would be available or sufficient to fully eliminate the liability.
Previous wording
We have not received a ruling from the IRS or a formal opinion from tax counsel on this issue, and we have not accrued for any potential excise tax liability in our financial statements as of the date of this Quarterly Report. Any excise tax would be payable by us, not by the redeeming shareholders, and would reduce the cash available for our initial business combination, working capital, or distribution to shareholders. If final regulations or other guidance clarifies the application of the excise tax to our redemptions, our potential liability could be material.
Current wording
We have not received a ruling from the IRS or a formal opinion from tax counsel on this issue, and we have not accrued for any potential excise tax liability in our financial statements as of the date of this Quarterly Report. Any excise tax would be payable by us, not by the redeeming shareholders, and would reduce the cash available for our initial business combination, working capital, or distribution to shareholders. If final regulations or other future guidance clarifies the application of the excise tax to our redemptions, our potential liability could be material.