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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):
November 4, 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.
On
November 4, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), held an extraordinary
general meeting of shareholders in lieu of an annual general meeting of shareholders (the “Meeting”), which was originally
scheduled for November 3, 2026, and was postponed until November 4, 2026.
In
connection with the Meeting, the Company and K&F Growth Acquisition LLC I (the “Sponsor”) entered
into non-redemption agreements (collectively, the “Non-Redemption Agreements”) with certain of the
Company’s existing shareholders (collectively, the “Signing Shareholders”) with respect to an aggregate of
6,273,187 Class A ordinary shares, par value $0.0001, of the Company which were originally included in the units sold by the Company
in its initial public offering. The Signing Shareholders are not affiliates of the Company, the Sponsor or the Company’s
officers or directors. In consideration of the foregoing agreements, the Company (or any successor to the Company) (either such
entity, the “Issuer”) is obligated to issue to the Signing Shareholders an aggregate of 1,045,531 ordinary shares
or shares of common stock, as the case may be, of the Issuer in connection with the consummation of the Company’s initial
business combination if such consummation is on or prior to May 7, 2027 or an aggregate of 1,254,637 ordinary shares or shares of
common stock, as the case may be, of the Issuer if such consummation is after May 7, 2027.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
November 4, 2026, the Company’s shareholders approved, by way of special resolution, an amendment to the Company’s memorandum
and articles of association (the “Articles”) to extend the date by which the Company must consummate an initial business
combination from November 6, 2026 to August 6, 2027.
The
disclosure contained in Item 5.07 of this Report is incorporated by reference in this Item 5.03.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
As noted above, the Company
held the Meeting on November 4, 2026. The following is a brief description of the final voting results for each of the proposals submitted
to a vote of the shareholders at the Meeting.
At the Meeting, the Company’s
shareholders were presented with a proposal (the “Extension Amendment Proposal”) to approve, by way of special resolution,
an amendment to the Articles (the “Extension Amendment”) to extend the date by which the Company must consummate an
initial business combination from November 6, 2026 to August 6, 2027, or such earlier date as determined by the Board.
Also
at the Meeting, the Company’s shareholders were presented with a proposal to ratify, by way of ordinary resolution, the selection
by the Board’s Audit Committee of WithumSmith+Brown, PC to serve as the Company’s independent registered public accounting
firm for the year ending December 31, 2026 (the “Auditor Ratification Proposal” and, together with the Extension Amendment
Proposal, the “Proposals”).
Under the law of the Cayman
Islands, approval of the Extension Amendment Proposal required the affirmative vote of a majority of at least two-thirds (2/3) of the
votes cast by the holders of the Company’s (i) Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), and (ii) Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares,” and
together with the Class A Ordinary Shares, the “Ordinary Shares”) voting as a single class, who, being entitled to
do so, voted in person or by proxy at the Meeting.
The votes on the Extension
Amendment Proposal by the holders of Ordinary Shares were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 25,549,695 |
|
3,845,696 |
|
0 |
|
4,015,703 |
Accordingly, the Extension
Amendment Proposal was approved.
The votes on the Auditor Ratification Proposal by the holders of the Ordinary Shares were as follows:
| For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 29,667,634 |
|
3,743,460 |
|
0 |
|
0 |
Accordingly, the Auditor Ratification
Proposal was approved.
A proposal to adjourn the
Meeting, by way of ordinary resolution, to a later date or dates, if necessary, to permit further solicitation and vote of proxies in
the event that there were insufficient votes for, or otherwise in connection with, the approval of any of the Proposals was not presented
because there were enough votes to approve the Proposals.
In connection with the votes
to approve the Extension Amendment Proposal, the holders of 22,305,639 Class A Ordinary Shares that were included as part of the units
sold by the Company in its initial public offering (the “Public Shares”) properly exercised their right to redeem such
shares for cash at a redemption price of approximately $10.75 per share, for an aggregate redemption amount from the trust account established
for the benefit of the holders of Public Shares of approximately $239.82 million (the “Redemptions”). Following the
Redemptions, there are 16,950,420 Class A Ordinary Shares and one Class B Ordinary Share currently issued and outstanding.
The Company filed the Extension
Amendment with the Cayman Islands Registrar of Companies on November 5, 2026. A copy of the Extension Amendment is attached hereto as
Exhibit 3.1 and is incorporated by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are
being filed herewith:
| Exhibit No. |
|
Description of Exhibits |
| 3.1 |
|
Amendment to Amended and Restated Memorandum and Articles of Association of the Company. |
| 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: November 6, 2026
