K2 Capital Acquisition Corporation completed its initial public offering on January 30, selling 13.8 million units at $10 per unit and raising $138 million. The offering size reflects the full exercise of the underwriters' option to purchase an additional 1.8 million units.
Each unit comprises one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon the completion of the company’s initial business combination. Trading for the new securities commenced on NASDAQ on January 29, with units listed under the ticker "KTWOU," Class A ordinary shares under "KTWO," and rights under "KTWOR."
D. Boral Capital LLC served as the sole bookrunner for the transaction. Legal counsel for K2 Capital was provided by Loeb & Loeb LLP, while Freshfields US LLP acted as legal adviser to D. Boral Capital.
The Securities and Exchange Commission declared K2 Capital’s registration statement effective on January 28. The company is structured as a special purpose acquisition company - commonly referred to as a SPAC - formed specifically to pursue mergers, acquisitions, or similar business combinations with other businesses.
Information provided about the lead manager notes that D. Boral Capital was founded in 2020 and reports having raised approximately $35 billion in capital across roughly 400 transactions since its inception. The firm is based in New York and focuses on middle-market and emerging growth companies across global markets.
Summary
K2 Capital’s unit offering closed on January 30 at $10 per unit, generating $138 million after the full exercise of the underwriters’ option. The securities began trading on NASDAQ on January 29 under three separate tickers. D. Boral Capital served as sole bookrunner, with legal counsel roles filled by Loeb & Loeb LLP for K2 Capital and Freshfields US LLP for D. Boral Capital. The SEC declared the registration effective on January 28. K2 Capital will seek to complete a business combination as its primary corporate objective.
Key points
- K2 Capital sold 13.8 million units at $10 each, raising $138 million; underwriters exercised an option for an extra 1.8 million units - impacting capital markets activity in the SPAC segment.
- Units trade on NASDAQ under three tickers: "KTWOU" (units), "KTWO" (Class A ordinary shares) and "KTWOR" (rights) - relevant to equity and derivatives markets.
- D. Boral Capital acted as sole bookrunner; legal advisers were Loeb & Loeb LLP for K2 Capital and Freshfields US LLP for D. Boral Capital - relevant to investment banking and legal advisory services in the transaction.
Risks and uncertainties
- The conversion feature for the rights - one-fifth of one Class A share - is contingent on the completion of K2 Capital’s initial business combination, creating uncertainty for holders until such a transaction is closed - relevant to equity and SPAC investors.
- The company’s purpose is to pursue a merger, acquisition, or similar business combination; the success and timing of any such transaction remain uncertain and will determine the ultimate outcome for shareholders - relevant to capital markets and target-company sectors.
- While the registration statement has been declared effective by the SEC, the ultimate results of K2 Capital’s search for a business combination and any related market responses cannot be determined solely from the information provided - relevant to investors and market participants.