K2 Capital Fund II Limited
Monthly income from secured property and business finance.
A 10% p.a. target return before PIE tax, paid monthly. Not guaranteed. Funds are lent under a facility secured by a first-ranking general security agreement, with a personal guarantee.
Price per share: $1.00
Minimum investment: $10,000
Tax: Intention to be a PIE (Multi-rate / Foreign Investment Variable Rate)
Listing: Catalist Public Market
The Fund
Built to be simple, secured and aligned.
K2 first launched in 2020. Your money is invested in K2 Capital Fund II Limited, which lends it to Commercial Spaces Trading Limited under a facility secured by a first-ranking general security agreement over all of its assets.
K2 intends to be a Multi-rate Portfolio Investment Entity (PIE), so income is taxed at your own Prescribed Investor Rate (PIR).
Six reasons to choose K2
Monthly income
Distributions are funded by interest from the Borrower, targeting 10% per annum before tax.
Security first
The facility is secured by a first-ranking general security agreement over the Borrower.
A director on the hook
Michael personally guarantees the Borrower's obligations to K2, up to the total amount invested by shareholders. This does not guarantee distributions or the return on your capital.
Tax efficient
As a PIE, income is taxed at your PIR, capped at 28%. Notified foreign investors may pay 1.44%.
No fees charged by K2
Every cost of running K2 is paid by Commercial Spaces Trading Limited on top of its 10% interest.
A way out
No lock-in. Sell at periodic Catalist auctions if there is a buyer, or request redemption, subject to liquidity.
How It Works
From your investment to monthly income.
The Borrower pays K2 interest at 10% p.a. on K2's total shareholder equity, plus all K2 costs, monthly. Because the Borrower pays K2's costs on top of its 10% interest, K2's full return is available for distribution to shareholders.
You
Buy shares at $1.00 through the Catalist Public Market
K2 Capital Fund II Limited
Holds at least 1% in cash and lends the rest under a secured facility
Commercial Spaces Trading Limited
Invests in commercial property acquisitions, commercial property loans and other secured commercial arrangements
Monthly distributions to you
Paid by K2 from the Borrower's interest, targeting 10% before PIE tax at your PIR
The Borrower
Commercial Spaces Trading Limited
Established in 2026 and owned 100% by Michael Karabassis and Dave Armstrong, who are also its directors. It holds the properties, loans and associated security, so K2's first-ranking security covers all of these assets. It builds a portfolio across four areas:
Property acquisitions
Income-producing office, industrial, medical and mixed-use property in New Zealand.
Property loans
Loans secured by first or second registered mortgages over NZ commercial property.
Other secured finance
Business, bridging, development and construction finance secured over real property or tangible assets.
Business equity
Buying established New Zealand businesses outright, or taking equity stakes in them.
The Borrower follows the Borrower Investment Policy in the SIPO and may lend to or invest alongside other entities associated with Michael and Dave, including Commercial Spaces Limited and deals arranged by or alongside NetFunds Limited. Related-party deals are on arm's length terms and are reported to the Board.
Fees & Costs
No fees charged by K2.
You pay no entry, management or performance fees. Commercial Spaces Trading Limited pays every cost of running K2, on top of its 10% interest. The only cost you pay is Catalist's trading fee if you sell shares on the market.
The Borrower keeps any return it earns above the interest and costs it pays K2. This is how the directors are rewarded for generating returns, rather than through fees charged to you.
Layers of Protection
Protecting your capital.
First-Ranking Security
A general security agreement over all present and after-acquired property of Commercial Spaces Trading Limited.
Personal Guarantee
A guarantee to K2 from Michael Karabassis of the Borrower's obligations under the Facility, up to the total amount invested by shareholders. It does not guarantee distributions or the return on your capital, and is given to K2, not to you.
Covenants
Borrower LVR and interest cover within levels set by the K2 Board (initially 80% LVR and 1.25x interest cover, measured on the Borrower's bank debt only); insurance over all properties; no further borrowing or security without K2's consent, other than Permitted Senior Debt of up to 80% of value on freehold property acquisitions; no dividends to the Borrower's owners while interest is in arrears or a covenant is breached.
Monthly Reporting
Management accounts and a portfolio schedule every month; annual financial statements.
Independent Oversight
The Independent Director must approve every Reserved Matter, including changes or waivers under the Facility, enforcement, impairment, SIPO or covenant changes, declining or delaying redemptions, and related-party transactions between K2 and the Borrower. The Independent Director does not review individual deals or transactions of the Borrower.
K2 Does Not Borrow
K2 has no debt, grants no security and uses no derivatives.
Banks lending to the Borrower on individual properties may rank ahead of K2 on those properties. Security and the guarantee reduce, but do not remove, the risk of loss. Full detail is in the SIPO, available on the Marketplace Page.
Governance
How K2 is run.
The Board
Responsible for K2's objective, compliance with the SIPO, Constitution and Catalist Rules, monitoring the Borrower, distributions and redemptions. Meets at least monthly.
Independent Director
The Catalist Rules require at least one independent director, and K2 will maintain one at all times while its shares are quoted on Catalist. They approve every Reserved Matter and make enforcement decisions if the Borrower defaults. They act for K2 only and do not manage or direct Commercial Spaces Trading Limited or its investments.
Managing conflicts of interest
Michael and Dave own the Borrower and are its directors, and Michael guarantees its obligations, so they have interests on both sides of the facility. This is managed through full disclosure, a commercially documented facility, Independent Director approval of all Reserved Matters, an entrenched redemption process, and the interests register.
Audit
The Catalist Rules currently require audited financial statements. The requirement is under review, and the Rules may still require an audit or a review engagement by an auditor. K2 will comply with the Rules as updated.
Reporting
A quarterly report on Catalist within 20 working days of quarter end, covering distributions, redemptions, the Borrower's portfolio and SIPO compliance, plus an annual report under the Catalist Rules. Material changes to the SIPO take effect only after the next quarterly auction, so you can sell first if you choose.
Investment policy
K2 holds at least 1% in cash (typically 1-10%) and lends typically 90-99% to the Borrower. The Borrower targets property acquisitions 20-70%, property loans 20-70%, other secured finance 0-20%, business equity 0-20% and cash 2-15%. First mortgages are typically no more than 70% LVR, second mortgages no more than 80%. Consumer lending is not permitted.
Our History
From 2020 to the 2026 relaunch.
Past performance is not a reliable indicator of future performance. The 10% p.a. return is a target only and is not guaranteed.
K2 First Launched
K2 began issuing shares to investors, with no bank debt.
Lending to Associated Companies
K2 lent investors' money to Handsome Group and Commercial Spaces Trading Limited, companies associated with the directors, paying investors a fixed 10% per annum monthly.
Loans Repaid in Full
Those loans were repaid and all investors' funds were returned.
Relaunch as K2 Capital Fund II
K2 relaunched with an expanded investment strategy, including steady monthly income from secured New Zealand property and business finance, in a new structure with different entities. Commercial Spaces Trading Limited was established in 2026 as the new Borrower.
Getting In and Out
How to invest, and how to exit.
Investing
- Sign up for a Catalist account and complete identity verification.
- Invest through K2's Marketplace Page. Minimum $10,000 at $1.00 per share.
- Your money is held in the Catalist trust account until shares are issued, monthly. No interest is paid in the meantime. All shares are held for you by Catalist Nominee Limited.
Exiting
- Sell on Catalist in auctions, expected quarterly. The price is set by the market, and a sale needs a willing buyer.
- Request a redemption at any time. K2 intends to meet requests swiftly, subject to liquidity.
- K2 may decline or delay a redemption request to protect other investors. Declining or delaying needs Independent Director approval.
K2 may withdraw the offer at any time before shares are issued, in which case application money is refunded in full.
Distribution & Reinvestment Calculator
Model your after-tax income with variable reinvestment.
Choose how much of your monthly after-tax distribution is paid to you and how much is reinvested in new K2 shares, in 10% steps from 0% to 100%. Adjust the inputs below to estimate your monthly income and the value at the end of your selected term.
Your inputs
Select your Prescribed Investor Rate. Notified foreign investors use the 1.44% notified foreign investor rate. If you do not notify K2 Capital of your PIR, the default rate of 28% applies. Confirm your correct rate with Inland Revenue.
The portion of your after-tax monthly distribution reinvested to compound. The balance is paid to you as monthly income.
Your projected outcome
Monthly income (initial)
$1,500
Paid to you in your first month, based on 12 equal monthly distributions. When reinvesting 100%, this is $0 and distributions compound into your balance instead.
End of term value
$250,000
Your investment balance at the end of the 5 years term, grown only by reinvested distributions. Cash paid out to you is shown separately.
Final balance
$250,000
Total cash received
$90,000
Monthly income (final month)
$1,500
Important notice
This calculator is an illustrative tool only and does not constitute financial, tax, or investment advice, an offer of financial products, or a recommendation to invest. The 10% per annum target return is before PIE tax and is not guaranteed; it may be higher or lower. Actual returns, distributions, and tax outcomes will vary and depend on the fund's performance, your individual circumstances, and changes in law or market conditions. K2 Capital Limited does not guarantee any return, the repayment of capital, or the performance of the fund.
Assumptions & limitations
- Projections assume a constant 10% p.a. target return, paid monthly in 12 equal distributions (each month calculated as the annual rate divided by 12) and compounded on reinvested amounts. Past performance is not a reliable indicator of future performance.
- Tax is applied at the selected PIE rate on gross income. Your correct Prescribed Investor Rate is your responsibility to confirm with Inland Revenue. Foreign investor treatment depends on your country of residence and any applicable double tax agreement.
- Reinvested amounts buy new shares at $1.00 and compound monthly. Reinvestment is subject to the Constitution and the Catalist Rules, and the Board can suspend or vary it. Reinvesting increases the amount you have exposed to K2 and the Borrower. No redemptions, changes in PIR, or Catalist trading fees are assumed.
- Figures are estimates only and do not constitute financial advice. Before investing, seek independent advice from a qualified financial and tax adviser.
Key Risks
Understand the risks.
All investment carries risk. These risks could mean lower returns, delayed distributions or redemptions, or loss of some or all of your money. This is not a complete list. Get independent advice.
The target return is not guaranteed. Returns may be lower and you may lose some or all of your investment.
Risks relating to K2
Risks relating to the Borrower
Multi-rate PIE Fund
What Multi-rate PIE status means for your return.
As a Multi-rate PIE, K2 Capital applies each investor's own Prescribed Investor Rate, changing the effective, after-tax outcome for domestic and foreign investors alike.
See how it applies to youDomestic Investors
Taxed at your individual PIR, often below the top marginal rate.
Foreign Investors
Distinct treatment applies; see the full detail on our PIE page.
The Team
Experienced people, personally committed.
Michael Karabassis
Director
Michael is a Director of Commercial Spaces group and NetFunds Limited, a multi-asset alternative investment manager he co-founded to manage wealth for his family and other families. Based in Christchurch, Michael has studied finance and accounting, and personally invested in more than 200 residential and commercial properties, and built a portfolio valued in excess of NZ$40 million.
Dave Armstrong
Director
Dave leads NetFunds' private credit fund, NetCredit, and is a director of Newbrook Capital, a specialist business debt and valuation company. He has recently completed a programme in private asset valuation at Oxford University. This, combined with his 15+ years at BNZ, Newbrook and NetFunds shaped his capital structuring methodology, including its covenant framework and serviceability modelling. Dave leads credit assessment and portfolio monitoring for the Borrower.
Richard Austin
Independent Director
Richard is a Christchurch-based chartered accountant and company director with more than 35 years' experience across the accounting, finance and investment sectors. He is a Fellow of Chartered Accountants Australia and New Zealand, recognised for his contribution to the profession, which included serving as National President. In 2009, Richard co-founded iQ2 Private Wealth, which merged in 2017 to form Cambridge Partners, an independent financial advisory firm he led as CEO until 2023. He has served, and continues to serve, on many private and not-for-profit boards.
Important information
Warning: you are being offered ordinary shares in K2 Capital Fund II Limited.
This investment carries risks. You may lose your entire investment and must be in a position to bear this risk without undue hardship.
New Zealand law normally requires people who offer financial products to give information to investors before they invest. The usual rules do not apply to this offer because it is an offer of $2 million or less made through the Catalist Public Market. The issuer must disclose material information about the offer, but this may not include the same information usually required. Legal protections that apply to trading on a licensed market will apply, but you may have fewer other legal protections for this investment.
The shares are equity securities. K2 does not promise to pay any return or to repay your capital, and the 10% per annum figure is a target return only. The offer is not a regulated offer under Part 3 of the Financial Markets Conduct Act 2013. Offers to wholesale investors are made under the usual wholesale investor exclusions. Michael Karabassis has personally guaranteed the Borrower's obligations to K2 under the Facility, up to the total amount invested by shareholders; the guarantee is given to K2, not to you.
Ask questions, read all information carefully, and seek independent financial advice before committing yourself. Read the Information Memorandum with the Constitution, the SIPO and the terms on K2's Marketplace Page at www.catalist.co.nz.
Secure Onboarding
Request the Information Memorandum
Available to retail investors through the Catalist Public Market and to wholesale investors directly. Submit your details and our team will be in touch to share the fund's Information Memorandum.