Current Report · Items 1.01, 2.03, 3.02, 9.01 · 8-K
K&F Growth Acquisition Corp. II
KFIINASDAQEQUITYCurrent
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities
Item 1.01 Entry into a Material Definitive Agreement. On September 18, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued two separate unsecured promissory notes (the “Notes”) to each of Daniel Fetters and Edward King (collectively, the “Payees”), in total principal amounts of $300,000 and $300,000, respectively.…
Filed Sep 21, 2026Accepted Sep 21, 2026, 4:15 PM EDTCIK 2029976Accession 0001213900-26-101813
Company context
We are a blank check company incorporated on July 2, 2024, as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. We may pursue an initial business combination in any business or industry.
Current securities
Registered securities in this filing
K&F Growth Acquisition Corp. II · 8-K · Filed 2026-09-21
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Units, each consisting of one Class A ordinary share and one right
- Exchange
- NASDAQ
- Classification
- UNIT
- Status
- Current
Filing context
Context: From2026-09-182026-09-18_custom_UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember
Dimensions: us-gaap:StatementClassOfStockAxis
Class A ordinary shares, par value $0.0001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: From2026-09-182026-09-18_custom_ClassOrdinarySharesParValue0.0001PerShareMember
Dimensions: us-gaap:StatementClassOfStockAxis
Rights, each right entitling the holder to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation
- Exchange
- NASDAQ
- Classification
- RIGHT
- Status
- Current
Filing context
Context: From2026-09-182026-09-18_custom_RightsEachRightEntitlingHolderToReceiveOnefifteenth115OfOneClassOrdinaryShareUponConsummationOfInitialBusinessCombinationMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000121390026101813 · 3 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 1.01, 2.03, 3.02, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into
a Material Definitive Agreement.
On September 18, 2026, K&F
Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued two separate unsecured promissory
notes (the “Notes”) to each of Daniel Fetters and Edward King (collectively, the “Payees”), in total
principal amounts of $300,000 and $300,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the
Maturity Date (as defined below), will be used by the Company for working capital purposes.
The
Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial business combination
(the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity
Date”). In the event that the Company does not consummate a Business Combination, the Notes will be repaid only from amounts
remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its
securities (the “IPO”), if any.
If,
prior to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and
subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion
Unit”), each consisting of one Class A ordinary share and one right to receive one-fifteenth (1/15) of one Class A ordinary
share upon the consummation of the Business Combination. The Conversion Units shall be identical to the units issued by the Company in
a private placement upon consummation of its IPO. The Conversion Units and their underlying securities are entitled to the registration
rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of February
4, 2025.
A
failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of
default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the
exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The
foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is
incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The
disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered
Sales of Equity Securities.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered
Sales of Equity Securities.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.