v3.26.1
Subsequent Events
12 Months Ended
Dec. 31, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 — SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to March 25, 2026, the date that the financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

The registration statement for the Company’s Initial Public Offering was declared effective on January 28, 2026.

 

On January 28, 2026, the Company entered into an agreement to pay the Sponsor or an affiliate thereof a monthly Services Fee of $21,000 for office space, administrative and shared personnel support services through the earlier of the Company’s consummation of a Business Combination and its liquidation. Pursuant to the agreement signed on August 19, 2025, the Company shall pay $6,000 per month of the Services Fee to the CFO for his services as an officer of the Company.

 

On January 29, 2026, the Company issued an additional 985,715 Founder Shares to the Sponsor through a share capitalization, resulting in the Sponsor holding an aggregate of 5,914,286 Founder Shares. All share and per share data have been retrospectively presented.

 

On January 30, 2026, the Sponsor transferred an aggregate of 100,000 Founder Shares to the CFO subject to a performance condition (i.e., providing services through Business Combination).

 

On January 30, 2026, the Sponsor transferred an aggregate of 95,000 Founder Shares to directors and officers, at a price of $0.005 per share. The Founder Shares were assigned without any restrictions or vesting terms. As such, on January 30, 2026, the Company will recognize compensation expense of $138,700 pursuant to the Founder Share transfer agreement.

 

On January 30, 2026, the Company consummated the Initial Public Offering of 13,800,000 Units at $10.00 per Unit, which includes the full exercise of the underwriters’ over-allotment option of 1,800,000 Units, generating gross proceeds of $138,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 326,875 Private Placement Units in a private placement to the Sponsor, at a price of $8.00 per unit, generating gross proceeds of $2,615,000.

 

On January 30, 2026, the underwriters exercised their over-allotment option, closing on the 1,800,000 additional Units simultaneously with the Initial Public Offering. The underwriters were paid a cash underwriting discount of $690,000 upon the closing of the Initial Public Offering.

 

Following the closing of the Initial Public Offering on January 30, 2026, an amount of $138,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was held in a Trust Account.

 

On February 3, 2026, the Company received $1,096,053 from the Sponsor subsequent to the closing of the Initial Public Offering. This is the share subscription receivable of $1,250,000, net of partial repayment of $153,947 of the promissory note – related party.

 

On February 12, 2026, the Company fully settled the $46,874 remaining borrowings under the promissory note – related party.

 

Commencing on February 25, 2026, the holders of the Company’s Units may elect to separately trade the Class A ordinary shares and rights included in the Units. Any Units not separated will continue to trade on The Nasdaq Global Market (“Nasdaq”) under the symbol “KTWOU.” Any underlying Class A ordinary shares and rights that are separated will trade on Nasdaq under the symbols “KTWO” and “KTWOR,” respectively.