K&F Growth II arranges $600K 0%-interest insider notes

Q: What financing did KFII arrange in the September 2026 8-K?

K&F Growth Acquisition Corp. II issued two unsecured promissory notes on September 18, 2026 to Daniel Fetters and Edward King, each with a $300,000 principal amount, to provide working capital.

Q: When do the new promissory notes of KFII mature?

The notes are due on the earlier of the consummation of KFII’s initial business combination or the date of the company’s liquidation, which is defined as the notes’ Maturity Date.

Q: Do the KFII promissory notes bear interest?

No. The filing states that the promissory notes bear no interest, meaning the company is obligated to repay only the principal amounts, subject to the maturity terms.

K&F Growth Acquisition Corp. II arranged sponsor financing through two zero‑interest notes totaling $600,000, optionally convertible into units if a business combination occurs.

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

K&F Growth Acquisition Corp. II (KFII) entered into financing arrangements by issuing two unsecured promissory notes on September 18, 2026 to its co‑founders, Daniel Fetters and Edward King. Each note has a principal amount of $300,000, bears no interest, and may be drawn over time for working capital.

The notes mature on the earlier of the company’s initial business combination or its liquidation, and repayment in a liquidation would come only from funds held outside the IPO trust account. At the payees’ option, any unpaid principal before the business combination may be converted into units identical to the private placement units, each consisting of one Class A ordinary share and a right to receive one‑fifteenth of a Class A ordinary share upon consummation of the business combination. The securities have registration rights under an existing Registration Rights Agreement and were issued in a private transaction relying on the Section 4(a)(2) exemption.

Filing Explained

For the two $300,000 notes issued on September 18, 2026, failure to pay principal within one business day after the earlier of the initial business combination or liquidation is an event of default, allowing the payees to declare the notes immediately due.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Promissory note principal to Daniel Fetters: $300,000 Promissory note principal to Edward King: $300,000 Interest rate on notes: 0% +2 more

5 metrics

Promissory note principal to Daniel Fetters $300,000 Unsecured, zero-interest note issued on September 18, 2026

Promissory note principal to Edward King $300,000 Unsecured, zero-interest note issued on September 18, 2026

Interest rate on notes 0% Notes bear no interest until maturity or conversion

Conversion right per unit 1/15 of one Class A ordinary share Right component of each Conversion Unit upon business combination

Securities Act exemption Section 4(a)(2) Exemption used for issuance of the promissory notes

Key Terms

unsecured promissory notes, initial business combination, trust account, Registration Rights Agreement, +1 more

5 terms

unsecured promissory notes financial

"issued two separate unsecured promissory notes to each of Daniel Fetters and Edward King"

initial business combination financial

"the consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

trust account financial

"only from amounts remaining outside of the Company’s trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Registration Rights Agreement regulatory

"entitled to the registration rights set forth in that certain Registration Rights Agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Section 4(a)(2) of the Securities Act of 1933 regulatory

"pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did KFII arrange in the September 2026 8-K?

K&F Growth Acquisition Corp. II issued two unsecured promissory notes on September 18, 2026 to Daniel Fetters and Edward King, each with a $300,000 principal amount, to provide working capital.

When do the new promissory notes of KFII mature?

The notes are due on the earlier of the consummation of KFII’s initial business combination or the date of the company’s liquidation, which is defined as the notes’ Maturity Date.

Do the KFII promissory notes bear interest?

No. The filing states that the promissory notes bear no interest, meaning the company is obligated to repay only the principal amounts, subject to the maturity terms.

Can the KFII promissory notes be converted into equity?

Yes. If unpaid before the business combination, the principal of the notes may, at the payees’ option and subject to conditions, be converted into units consisting of one Class A ordinary share and a right to receive 1/15 of a Class A share.

How will KFII repay the notes if no business combination occurs?

If KFII does not complete a business combination, the notes will be repaid only from funds outside the IPO trust account, to the extent such funds are available.

Under what securities law exemption were the KFII notes issued?

The company states that issuance of the promissory notes relied on the Section 4(a)(2) exemption under the Securities Act of 1933 for transactions not involving a public offering.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/21/2026 - 04:16 PM Accepted by SEC EDGAR 09/21/2026 - 04:15 PM

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): September 18, 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 September 18, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued two separate unsecured promissory notes (the “Notes”) to each of Daniel Fetters and Edward King (collectively, the “Payees”), in total principal amounts of $300,000 and $300,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by the Company for working capital purposes.

The Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial business combination (the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity Date”). In the event that the Company does not consummate a Business Combination, the Notes will be repaid only from amounts remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its securities (the “IPO”), if any.

If, prior to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion Unit”), each consisting of one Class A ordinary share and one right to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of the Business Combination. The Conversion Units shall be identical to the units issued by the Company in a private placement upon consummation of its IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of February 4, 2025.

A failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Form of Promissory Note.
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: September 21, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 FORM OF PROMISSORY NOTE 25.6 KB