Karman Line Acquisition Corp.

DEF 14A 1 karmanlineacq_def14a.htm DEF 14A

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PROXY STATEMENT — DATED SEPTEMBER 25, 2026

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF

TO BE HELD ON OCTOBER 19, 2026

To the Shareholders of Karman Line Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Karman Line Acquisition Corp., a Cayman Islands exempted company (the “Company,” “we,” “us” or “our”), will be held onOctober 19, 2026, at 10:00 a.m., New York time, virtually via live webcast at https://www.cstproxy.com/karmanlineacquisition/2026. The Extraordinary General Meeting may be held at such other time, date and place to which it may be postponed or adjourned.

You are cordially invited to attend the Extraordinary General Meeting to consider and vote on the following proposals, each more fully described in the accompanying proxy statement, which is datedSeptember 25, 2026and is first being mailed to shareholders on or aboutSeptember 28, 2026:

**Proposal No. 1 — Name Change Proposal —**To approve, as a special resolution, the change of the name of the Company from “Karman Line Acquisition Corp.” to “Xterax Corporation II” (the “Name Change”), and the adoption of a Second Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A to the accompanying proxy statement to reflect the Name Change.

The text of the special resolution is as follows:

**Proposal No. 2 — Adjournment Proposal —**To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation of proxies if, based on the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Name Change Proposal, or if the Board determines that additional time is necessary to effectuate the Name Change.

Only shareholders of record of the Company as of the close of business onSeptember 15, 2026 (the “Record Date”) are entitled to notice of, and to vote at, the Extraordinary General Meeting and any adjournment thereof.

After careful consideration, our Board of Directors has determined that the Name Change Proposal and the Adjournment Proposal are in the best interests of the Company and its shareholders, and unanimously recommends that shareholders vote “FOR” each proposal.

Your vote is important regardless of the number of ordinary shares you own. Whether or not you plan to attend the Extraordinary General Meeting, please submit your proxy as soon as possible.

By Order of the Board of Directors,

/s/ Richard Davis

Richard Davis

Chief Executive Officer

September 25, 2026

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