Exhibit 10.1
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AMENDMENT TO INSIDER LETTER
THIS AMENDMENT NO. 1 to the Letter Agreement dated January 28, 2026 (the “Insider Letter”) by and between K2 Capital Acquisition Corporation (the “Company”), K2 Capital Sponsor LLC (the “Sponsor”) and the insiders signatory to the Insider Letter (the “Insiders”) is dated as of August 26, 2026 (“Amendment No. 1”). The purpose of Amendment No. 1 is to amend paragraphs 7(a) and 7(b) of the Insider Letter to amend the lock-up provisions. Terms not otherwise defined herein are as defined in the Insider Letter.
NOW, THEREFORE, THE PARTIES HERETO AGREE AS FOLLOWS:
| 1. | The first sentence of paragraph 7(a) of the Insider Letter is replaced in its entirety with the following: |
“7. (a) The Sponsor and each Insider agree that it, he or she shall not Transfer (as defined below) any Founder Shares (or Class A Ordinary Shares issuable upon conversion thereof) until the earlier of: (i) six months after completion of the Business Combination or (ii) the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30-trading day period commencing at least 150 days after completion of the Business Combination (the “Lock-up”).”
| 2. | Paragraph 7(b) of the Insider Letter is replaced in its entirety with the following: |
“(b) The Sponsor and each Insider agree not to Transfer any Private Placement Units (including the underlying securities) held by it, he or she until 30 days after the completion of a Business Combination.”
| 3. | Except as set forth herein, there are no other changes to the Insider Letter. |
| 4. | Each party that is a signatory hereto is duly authorized to execute this Amendment No. 1. |
IN WITNESS WHEREOF, the undersigned have set their hand as of the date first above written.
| K2 CAPITAL ACQUISITION CORPORATION | ||
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Chief Executive Officer | |
| K2 CAPITAL SPONSOR LLC | ||
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Managing Member | |
| By: | /s/ Karan Thakur | |
| Name: | Karan Thakur | |
| Title: | Chief Executive Officer | |
| By: | /s/ Glenn Worman | |
| Name: | Glenn Worman | |
| Title: | Chief Financial Officer | |
| By: | /s/ Yungkong Bann | |
| Name: | Yungkong Bann | |
| Title: | Director | |
| By: | /s/ Michael E. Fuentes | |
| Name: | Michael E. Fuentes | |
| Title: | Director | |
| By: | /s/ Rajiv Matthew | |
| Name: | Rajiv Matthew | |
| Title: | Director | |
| By: | /s/ John Vonglis | |
| Name: | John Vonglis | |
| Title: | Advisor |