UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 28, 2026
K&F Growth Acquisition Corp. II
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-42503 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: 310-545-9265
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one right |
|
KFIIU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
KFII |
|
The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of the initial business combination |
|
KFIIR |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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) the consummation of the Company’s initial business combination and
(ii) the investor executing a joinder to the Registration Rights Agreement, dated February 4, 2025, by and among the Company, the Sponsor
and BTIG, LLC.
A Non-Redemption Agreement shall terminate on
the earlier of (i) the failure of the Company’s shareholders to approve the Extension Amendment Proposal at the EGM, (ii) the Company’s
determination not to proceed with the Extension (as defined below), (iii) the fulfillment of all obligations of parties to the Non-Redemption
Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable
investor exercises its redemption rights with respect to any non-redeemed Shares in connection with the EGM and such non-redeemed Shares
are actually redeemed.
The foregoing summary of the
Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.
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, 11th 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 information that should be considered concerning the
Extension and is not intended to form the basis of any investment decision or any other decision in respect of the Extension. Before making
any voting or investment decision, investors, security holders of the Company and other interested persons are urged to read the Extension
Proxy Statement and any amendments or supplements thereto when available in connection with the Company’s solicitation of proxies
for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will contain important information
about the Company and the Extension.
Participants in the Solicitation
The Company, David’s Bridal, Inc (“David’s
Bridal”) and Pearl (the wedding planning, media and commerce division of David’s Bridal) and their respective directors,
managers and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders
in connection with the potential business combination and/or in connection with the Extension. A list of the names of such directors and
executive officers and information regarding their interests in the potential business combination will be included in the registration
statement to be filed in connection with the potential business combination when available. A description of the interests of the Company’s
directors and executive officers in the Company is contained in the sections entitled “Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance”
of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, each
of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may,
under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the business
combination will be set forth in the Registration Statement, when available. To the extent that holdings of the Company’s
securities have changed from the amounts reported in the Company’s filings with the SEC, such changes have been or will be reflected
on Statements of Change in Ownership on Form 4 filed with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K is for informational
purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act.
Forward-Looking Statements
This Form 8-K includes “forward-looking
statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form
8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,”
“predict,” “project,” “should,” “would” and similar expressions, as they relate to us
or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s
management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could
differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s
filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf
are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond
the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Proxy Statement,
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
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). |
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
