K&F Growth Acquisition Corp. II KFII

K&F Growth Acquisition Corp. II enters non-redemption agreements

Item 1.01 Enters material agreement, Item 8.01 Other events

Form
8-K
Filed
Importance
Major
  1. Non-redemption agreements with investors for Class A shares
  2. Up to 1 Surviving Company Share per 6 Public Shares if business combo completes by May 6, 2027
  3. Extension Amendment Proposal end date changed to August 6, 2027
  4. EGM postponed to November 4, 2026

Written from the 8-K on EDGAR. Check the filing before you rely on it.

Get an email when K&F Growth Acquisition Corp. II files

Only major filings: results, leadership changes, listing notices and other major events, each with the plain-English summary when we have one or the key facts and the EDGAR link. Routine insider filings never email. Confirm once; unsubscribe in one click.

The reading, claim by claim

0 of 3 claims matched the filing text.

Not found in the filing text

  • K&F GROWTH ACQUISITION CORP.
  • For the quarter ended June 30, 2026, K&F GROWTH ACQUISITION CORP.
  • II reported: Net income $2.5 million.

From the filing

Item 1.01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive

Agreement.

Form of Non-Redemption Agreement

In connection with the EGM (as defined below), K&F Growth Acquisition Corp. II , a Cayman Islands exempted company (the " Company "), and K&F Growth Acquisition LLC I (the " Sponsor ") entered into non-redemption agreements (the " Non-Redemption Agreements ") with one or more investors with respect to the Company's Class A ordinary shares, par value $0.0001 per share (the " Class A Ordinary Shares "), issued in the Company's initial public offering (the " Public Shares "). Pursuant to such Non-Redemption Agreements, the Company agreed that the Company or any successor to the Company (the " Surviving Company ") would issue, in connection with the consummation of an initial business combination, to such investors up to (i) one (1) ordinary share or one (1) share of common stock, as the case may be, of the Surviving Company (" Surviving Company Shares ") per six (6) Public Shares held by such investor that the investor agrees not to redeem in connection with the EGM if the initial business combination is completed on or prior to May 6, 2027 plus (ii) if the Company's initial business combination is consummated after May 6, 2027, one (1) additional

Surviving Company Share per thirty (30) Public Shares held by such investor that the investor agrees not to redeem in connection with the EGM. The Company and the Sponsor may enter into additional non-redemption agreements on substantially similar terms in connection with the EGM.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal (as defined below) is approved by the Company's shareholders, but are expected to increase the amount of funds that remain in the Company's trust account established in connection with Company's initial public offering following the EGM.

Issuance of Surviving Company Shares to an Investor pursuant to the Non-Redemption Agreements is conditioned on (i) th

Item 8.01 Other Events

Item 8.01 Other Events

Postponement of Shareholders

Meeting

The Company has determined to further postpone the extraordinary general meeting in lieu of an annual general meeting of the shareholders of the Company (the " EGM "), originally scheduled to occur on Tuesday, November 3, 2026 to Wednesday, November 4, 2026, at 11:00 a.m., Eastern Time. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105. The deadline by which shareholders must exercise their redemption rights in connection with the vote to approve the Extension Amendment Proposal at the EGM has been further extended to Monday, November 2, 2026, at 5:00 p.m., Eastern Time.

Filing of Proxy Supplement

On October 28, 2026, the Company filed a supplement (the " Supplement ") to its proxy statement in connection with EGM to modify Proposal One (the " Extension

Amendment Proposal ") to change the end date of the proposed extension period (the " Extension Amendment ") so that the proposed end date of the Extension Amendment will no longer be February 7, 2028, but will instead be August 6, 2027.

A copy of the Supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information about the Potential Business Combination and Where to Find It

The Company filed a definitive proxy statement (as amended and supplemented, the " Extension Proxy Statement ") with the SEC and mailed the same to the Company shareholders on or about October 16, 2026 in connection with the Company's solicitation of proxies for the vote by the Company shareholders to approve an amendment to its amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination (the " Extension "). The Company may also file other relevant documents regarding the Extension with the SEC. This current report on Form 8-K does not contain all the informa

Item 9.01 Financial Statements and Exhibits.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Non-Redemption Agreement

99.1

Proxy Supplement dated October 28, 2026

104

Cover Page Interactive

Data File (embedded within the Inline XBRL document).

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

K&F Growth Acquisition Corp. II

By:

/s/ Edward King

Name:

Edward King

Title:

Co-Chief Executive Officer

Dated: October 30, 2026

4

PROXY SUPPLEMENT DATED OCTOBER 28, 2026

Exhibit 99.1

On October 28, 2026, K&F

Growth Acquisition Corp. II, a Cayman Islands exempted company (filed with the Securities and Exchange Commission the following proxy statement supplement (and annexes thereto) for its upcoming Extraordinary General Meeting in lieu of Annual General Meeting, which is scheduled to take place on Tuesday, November 3, 2026:

K&F GROWTH ACQUISITION CORP. II

1219 Morningside Drive, Suite 110

Manhattan Beach, CA 90266

October 28, 2026

PROXY STATEMENT SUPPLEMENT FOR AN EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING OF THE COMPANY

To be held at 11:00 a.m. Eastern Time on November

3, 2026 This Proxy Statement Supplement (this " Supplement ") of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (" we ," " us ," " our " or the " Company "), supplements the Proxy Statement, dated October 6, 2026, as amended by Proxy Statement dated October 8 (as further amended or supplemented, the " Proxy Statement "), with respect to the Extraordinary General Meeting of the Company, which is scheduled to take place at 11:00 a.m. Eastern time on Tuesday, November 3, 2026 (the " Meeting "). The information in this Supplement merely supplements and, to the extent applicable, amends the information in the Proxy Statement and should be read in conjunction with the Proxy Statement. This Supplemen

Similar companies

Companies of similar size in SIC 6770 and related industry codes: the same peer list as the financial tables.