0001213900-26-011603 Sample Contracts
K2 Capital ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks • New York
K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”) with D. Boral Capital LLC (hereinafter referred to as “you” (including its correlatives) acting as representative (the “Representative”) of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 28, 2026, is made and entered into by and among K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), K2 Capital Sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 28, 2026 by and between K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the persons identified on the signature page hereto (“Indemnitees”, each, an “Indemnitee”).
K2 Capital Acquisition Corp. Letter AgreementLetter Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC , as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 11,500,000 of the Company’s units (including up to 1,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”), and one right (“Right”) to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of an initial business combination. The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-290350) and prospectus (the “Prospect
RIGHTS AGENCY AGREEMENTRights Agency Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), effective as of January 28, 2026, between K2 Capital Acquisition Corp. (the “Company”), a Cayman Islands exempted company, and VStock Transfer, LLC (the “Rights Agent” or “VStock”), a Californian limited liability Company.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 28, 2026, by and between K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Equiniti Trust Company, LLC, a New York limited liability company (the “Trustee”).
PRIVATE PLACEMENT UNIT PURCHASE AGREEMENTSponsor Subscription Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks • New York
This Sponsor Subscription Agreement, dated as of January 28, 2026 (this “Agreement”), is entered into by and between K2 Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and K2 Capital Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
K2 CAPITAL ACQUISITION CORPORATIONAdministrative Services Agreement • February 3rd, 2026 • K2 Capital Acquisition Corp • Blank checks
This letter agreement by and between K2 Capital Acquisition Corporation (the “Company”) and K2 Capital Sponsor LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):