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 21, 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 7.01. Regulation FD Disclosure.
On October 22, 2026,
the K&F Growth Acquisition Corp. II (the “Company”) and David’s Bridal, Inc (“David’s Bridal”)
issued a joint press release announcing that they had entered into an amended letter of intent (the “LOI”), as amended on
October 21, 2026, which amended the original letter of intent dated September 11, 2026, related to a potential business combination between
the Company and Pearl, the wedding planning, media and commerce division of David’s Bridal (the “Target”). A copy of
the press release is attached as Exhibit 99.1 hereto.
Furnished as Exhibit 99.2
hereto and incorporated by reference herein is an investor presentation that the Company and David’s Bridal have prepared.
On October 22, 2026, CNBC
published an article on www.cnbc.com relating to the press release. The article is being furnished as
Exhibit 99.3 hereto.
The information in this Item
7.01, including Exhibits 99.1, 99.2 and 99.3, is furnished and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that section,
and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended,
or the Exchange Act, regardless of any general incorporation language in such filings.
Item 8.01 Other Events
On October 21, 2026, the Company
entered into the LOI with David’s Bridal regarding a proposed business combination between the Company and the Target, pursuant
to which the Target will be legally separated from David’s Bridal and will become a public company. The terms of the transaction
are subject to further negotiation and execution of a business combination agreement and other definitive documentation.
No assurances can be made
that the Company and the Target will successfully negotiate and enter into a definitive agreement, or that the proposed business combination
will be consummated on the terms or timeframe currently contemplated, or at all. Any transaction would be subject to completion of due
diligence, the negotiation of a definitive agreement providing for the proposed business combination and other definitive documentation,
satisfaction of the conditions negotiated therein, board and equity holder approval, regulatory approvals and other customary closing
conditions.
Additional Information
about the Potential Business Combination and Where to Find It
This current report on Form 8-K is provided for
information purposes only and contains information with respect to a potential business combination between the parties described herein.
If the parties enter into definitive documentation regarding a business combination, the Company and Pearl (together, the “Parties”)
will be required to file a registration statement on Form S-4 (which will include a preliminary proxy statement of the Company and when
available, a definitive proxy statement and final prospectus (the “Proxy Statement/Prospectus”)) and other relevant documents
with the Securities and Exchange Commission (the “SEC”), to be used at the meeting of shareholders to approve the potential
business combination and as the prospectus related to the offer of the securities to be issued by the resulting entity to be formed pursuant
to the potential business combination (together with its subsidiaries, the “Combined Company”) in connection with the potential
business combination. After the registration statement is declared effective, the Company will mail a definitive proxy statement/prospectus
and a proxy card relating to the potential business combination to its shareholders as of a record date to be established for voting on
the potential business combination. This current report on Form 8-K does not contain all of the information that should be considered
concerning the potential business combination between the parties and is not intended to form the basis of any investment decision or
any other decision in respect of the potential business combination. Shareholders and other interested persons are urged to read
the Proxy Statement/Prospectus (including any amendments or supplements thereto) and any other relevant documents filed with the SEC in
their entirety when they become available because they will contain important information about Pearl, the Company and the potential business
combination. Such registration statement may modify and supersede in its entirety any information in this current report on Form 8-K,
which is preliminary. Shareholders will be able to obtain a free copy of the Proxy Statement/Prospectus (when filed), as well as other
filings containing information about Pearl, the Company and the potential business combination, at the SEC’s website located at
www.sec.gov.
The Company filed a definitive proxy statement
(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 and Pearl 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.
Forward-Looking Statements
This current report on Form 8-K contains certain
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, with respect to the Parties, David’s Bridal and the potential business combination, including expectations, hopes, beliefs,
intentions, plans, prospects, financial results or strategies regarding the Company, David’s Bridal, Pearl, the Combined Company,
the potential business combination and statements regarding the anticipated benefits and timing of the completion of the potential business
combination, the assets held by Pearl and by the Combined Company, E-Commerce ecosystems, Artificial Intelligence (“AI”) trends,
the anticipated business of the Combined Company, Pearl and the markets in which they operate, planned business strategies, including,
without limitation, Pearl’s plans to transition its business into a standalone entity and to expand into the home and baby markets,
plans and use of proceeds, objectives of management for future operations of Pearl, expected operating costs of the Combined Company and
its subsidiaries, the upside potential and opportunity for investors, the Combined Company and Pearl’s plan for value creation and
strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations
in similar business strategies, technological and market trends, future financial condition and performance and expected financial impacts
of the potential business combination, the satisfaction of closing conditions to the potential business combination and the level of redemptions
of the Company’s public shareholders, and the Parties’ respective or collective expectations, intentions, strategies, assumptions,
or beliefs about future events, results of operations, or performance as well as all statements or that do not solely relate to historical
or current facts. These forward-looking statements generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “potential,” “plan,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions; but this current report
on Form 8-K may include other forward-looking information and data that are not preceded by any of the foregoing words. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. Forward-looking statements are predictions, projections and other statements about future
events or conditions that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual results or future events to differ materially from the forward-looking statements in this current report
on Form 8-K, including, but not limited to: the occurrence of any event, change or other circumstances that could give rise to the termination
of the negotiations and any subsequent definitive agreements with respect to the potential business combination or any financing transaction;
the possibility that the terms and conditions set forth in any definitive agreements with respect to the potential business combination
may differ materially from the terms and conditions set forth in the letter of intent; the risk that parties may not agree to the definitive
documentation with respect to a potential business combination or financing transaction; the risk that the potential business combination
may not be completed in a timely manner or at all, which may adversely affect the price of the Company’s securities; the risk that
the potential business combination may not be completed by the Company’s business combination deadline; the risk that the Company’s
public shareholders may elect to redeem their public shares in connection with a shareholder vote to the extend the period of time the
Company has to complete its initial business combination and in connection with a shareholder vote to approve the potential business combination;
the risk of failure by the Parties to satisfy the conditions to the consummation of the potential business combination, including securing
sufficient commitments for investment in a PIPE and the approval of the Company’s shareholders; the failure of the Combined Company
to obtain or maintain the listing of its securities on the Nasdaq Stock Market or New York Stock Exchange prior to or after closing of
the potential business combination; the outcome of any legal proceeding that is ongoing or may be instituted against the parties following
the announcement of the potential business combination, any financing transaction and any definitive agreements with respect thereto;
costs related to the potential business combination; changes in business, market, financial, political and regulatory conditions; inflation,
recession and changes in interest rates; risks relating to the Combined Company’s or Pearl’s anticipated profitability, operations
and business, including, without limitation, Pearl’s plans to transition its business into a standalone entity (including,
without limitation, the costs, timeline and risks associated therewith); risks related to increased competition in the industries in which
the Combined Company and Pearl will operate and into which they plan to expand; risks related to the Combined Company’s products
and services or enhancements to those products and services; risks related to potential decreases in demand for the Combined Company’s
products or services; the Combined Company’s dependence on key personnel; risks that, after consummation of the potential business
combination, the Combined Company and Pearl experience difficulties managing their growth, expanding operations, or executing their strategies;
the heavy reliance of the Combined Company on information systems and technology and the impact of potentially failing to develop or failing
to continue to improve technology; risks associated with cybersecurity threats, attacks or incidents; risks associated with the continued
development of AI systems; public health events and governmental and societal responses to those events; the outcome of any potential
legal proceedings that may be instituted against the Company, David’s Bridal, the Combined Company, Pearl or others following announcement
of or after closing of the potential business combination; changes in accounting policies and practices; the dilutive effects on shareholders
of the issuances of securities in connection with the potential business combination and associated financing transactions; and those
risk factors discussed in documents of the Company, Pearl and the Combined Company filed or to be filed with the SEC.
The foregoing list of risk factors is not exhaustive.
You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors”
section of the final prospectus of the Company dated as of February 4, 2025 and filed by the Company with the SEC on February 6, 2025,
the registration statement on Form S-4, when filed with the SEC in connection with the potential business combination, which will include
a Proxy Statement/Prospectus, and other documents filed or to be filed by the Company and Pearl from time to time with the SEC. These
filings do or will identify and address other important risks and uncertainties that could cause actual events and results to differ materially
from those contained in the forward-looking statements. There may be additional risks that neither the Company Pearl, David’s Bridal,
or the Combined Company presently know or that the Company, David’s Bridal , Pearl or the Combined Company currently believe are
immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
Forward-looking statements speak only as of the
date they are made and are based on information available at that time. The information contained in this current report in Form 8-K is
provided as of the date hereof and may change. Readers are cautioned not to put undue reliance on forward-looking statements, and except
as required by law, none of the Parties, the Combined Company or any of their respective representatives assumes any obligation or intends
to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise. None of the
Parties, the Combined Company or any of their respective representatives gives any assurance that any of the Company, David’s Bridal,
Pearl or the Combined Company will achieve its expectations. The actual results could differ materially from those expressed in, or implied
by, these forward-looking statements, and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking
statements will transpire or occur. Further, the information contained herein is preliminary, is provided for discussion purposes only,
is only a summary of key information, is not complete and is subject to change without notice.
Use of Projections and Estimates
This current report on Form 8-K contains financial
and operating forecasts and estimated indications of demand and opportunity for future revenue and margins. All information in the current
report on Form 8-K concerning David’s Bridal and Pearl has been provided solely by David’s Bridal and has not been independently
verified by the Company, which makes no representation or warranty as to the accuracy or completeness of such information and assumes
no obligation to update the information in this current report on Form 8-K, except as required by law. The unaudited financial projections
included herein have been prepared by Pearl’s management and include projected financial numbers, comparative metrics and analyses
which are based on or derived from such forecasts, all of which are forward-looking statements to which the preceding sections of this
disclaimer regarding forward-looking information apply and which represent information developed by Pearl’s management in September
2026 or as of earlier dates based on information publicly available as of such time about Pearl and other peer public companies. The forecasts
also contain certain non-GAAP measures and metrics. Additionally, aspects of the forecasts incorporate historical information about Pearl
which is unaudited and has not been reviewed by Pearl’s or the Company’s independent auditors. Pearl’s or the Company’s
independent auditors have not audited, reviewed, compiled or performed any procedures with respect to the unaudited financial projections
for the purpose of their inclusion in this communication, and accordingly, they do not express an opinion or provide any other form of
assurance with respect thereto for the purpose of this communication. The unaudited financial projections and estimates contained herein
constitute forward-looking information, are for illustrative purposes only and should not be relied upon as being necessarily indicative
of future results or as being a guarantee, an assurance, a prediction or a definitive statement of fact or probability. The assumptions
and estimates underlying the unaudited financial projections and the estimated indications of demand and opportunity are inherently uncertain
and are subject to a wide variety of significant business, economic, competitive, regulatory and other known and unknown risks and uncertainties
that could cause actual results to differ materially from those contained in such projections and estimates. See “Forward-Looking
Statements” above. Accordingly, there can be no assurance that the forecasted results are indicative of the future performance of
Pearl or that actual results will not differ materially from those presented herein, and the inclusion of such information in this current
report on Form 8-K should not be regarded as a representation by any person that the results contained in the prospective financial information
or estimates will be achieved.
Past
performance by David’s Bridal’s, Pearl’s and the Company’s management teams and their respective affiliates is
not a guarantee of future performance. Therefore, you should not place undue reliance on the historical record of the performance of
David’s Bridal’s, Pearl’s and the Company’s management teams or businesses associated with them as indicative
of future performance of an investment or the returns that David’s Bridal, Pearl and the Company will, or may, generate going forward.
None of the parties nor any of their representatives gives any assurance that any of David’s Bridal, Pearl, the Company or the
Combined Company will achieve similar results or meet its expectations. None of the parties undertakes any obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise after the date of this current report on Form 8-K, except
as required by applicable law.
No Offer or Solicitation
This current report on Form 8-K is for informational
purposes only and does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the potential business combination or with respect to the Extension, (ii) an offer to sell, a solicitation of an offer to buy, subscribe
for or purchase, or a recommendation to purchase, any security of the Company, David’s Bridal, Pearl, the Combined Company or any
of their respective affiliates, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of
applicable law, or (iii) the solicitation of any vote in any jurisdiction pursuant to the potential business combination, the Extension
or otherwise. No such offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the
Securities Act, or an exemption therefrom. Neither the SEC nor any securities regulatory authority in the United States or any other jurisdiction
has in any way passed upon or endorsed the merits of the potential business combination or the accuracy or adequacy of the disclosure
in this current report on Form 8-K, and any representation to the contrary constitutes a criminal offense.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated October 22, 2026 |
| 99.2 |
|
Investor Presentation dated October 22, 2026 |
| 99.3 |
|
Article on www.cnbc.com titled “David’s Bridal plans to spin off AI platform Pearl into publicly traded company” dated October 22, 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 22, 2026
