K&F Growth hit with Nasdaq holder deficiency notice
Rhea-AI Filing Summary
K&F Growth Acquisition Corp. II (KFII) reported that on August 19, 2026 it received a deficiency notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market. The notice does not currently affect the listing or trading of KFII’s Class A ordinary shares, which continue to trade on the Nasdaq Global Market under the symbol KFII as of August 21, 2026. The company has 45 calendar days to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the notice date to evidence compliance if the plan is accepted. If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel and is also considering options such as regaining compliance or transferring its listing to the Nasdaq Capital Market.
Positive
- None.
Negative
- Nasdaq listing deficiency for holder count: KFII is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders, creating a risk of potential transfer or delisting if compliance is not regained.
Insights
Analyzing...
8-K Event Classification
Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
1 item
Item 3.01
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Key Figures
Minimum Total Holders Requirement: 400 Total Holders
Plan submission window: 45 calendar days
Maximum compliance extension: 180 calendar days
+1 more
4 metrics
Minimum Total Holders Requirement
400 Total Holders
Required under Nasdaq Listing Rule 5450(a)(2) for continued listing on the Nasdaq Global Market
Plan submission window
45 calendar days
Time for KFII to submit a plan to regain compliance from the date of the Nasdaq notice
Maximum compliance extension
180 calendar days
Potential extension period from the date of the notice if Nasdaq accepts KFII’s plan
Right conversion ratio
1/15 of one Class A ordinary share per right
Each right entitles the holder to receive this amount upon consummation of the initial business combination
Key Terms
Nasdaq Global Market, Nasdaq Capital Market, Minimum Total Holders Requirement, deficiency notification, +1 more
5 terms
Nasdaq Global Market market
"for continued listing on the Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
Nasdaq Capital Market market
"applying to transfer its securities to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Minimum Total Holders Requirement regulatory
"compliance with the Minimum Total Holders Requirement"
deficiency notification regulatory
"receipt of a deficiency notification"
A deficiency notification is a formal notice from a regulator, exchange, or reviewer pointing out missing, unclear, or inadequate information in a company’s filing or application. It matters to investors because it can delay approvals, listings, fundraising or product launches and signal compliance or disclosure problems; think of it as a teacher returning a homework sheet with items circled that must be fixed before the work is accepted.
forward-looking statements regulatory
"information contained in this on consists of forward-looking statements"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
What Nasdaq deficiency did K&F Growth Acquisition Corp. II (KFII) disclose?
KFII disclosed it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market. Nasdaq issued a deficiency notice on August 19, 2026.
How long does KFII have to respond to the Nasdaq holder requirement issue?
KFII has 45 calendar days from the August 19, 2026 notice to submit a plan to regain compliance with the Minimum Total Holders Requirement. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the notice date to evidence compliance.
What happens if Nasdaq does not accept KFII’s compliance plan?
If Nasdaq does not accept KFII’s plan, the company will have the opportunity to appeal the decision before a Nasdaq Hearings Panel. The company is also considering available options to regain compliance or transfer its securities to the Nasdaq Capital Market.
What listing options is KFII considering in response to the Nasdaq notice?
KFII states it will consider implementing options to regain compliance with the Minimum Total Holders Requirement. Alternatively, it may consider applying to transfer its securities from the Nasdaq Global Market to the Nasdaq Capital Market.
What securities of KFII are listed on Nasdaq and under which symbols?
KFII has Units (KFIIU), Class A ordinary shares (KFII), and Rights (KFIIR) listed on the Nasdaq Stock Market. Each right entitles the holder to receive one-fifteenth (1/15) of one Class A ordinary share upon consummation of the initial business combination.
AI-generated analysis. How Rhea-AI works. Not financial advice.
