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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):
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
Exhibit 99.1
On October 28, 2026, K&F
Growth Acquisition Corp. II, a Cayman Islands exempted company (filed with the Securities and Exchange Commission the following proxy
statement supplement (and annexes thereto) for its upcoming Extraordinary General Meeting in lieu of Annual General Meeting, which is
scheduled to take place on Tuesday, November 3, 2026:
K&F GROWTH ACQUISITION CORP. II
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
October 28, 2026
PROXY STATEMENT SUPPLEMENT
FOR AN EXTRAORDINARY GENERAL MEETING IN LIEU
OF ANNUAL GENERAL MEETING OF THE COMPANY
To be held at 11:00 a.m. Eastern Time on November
3, 2026
This Proxy Statement Supplement
(this “Supplement”) of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (“we,”
“us,” “our” or the “Company”), supplements the Proxy Statement, dated October
6, 2026, as amended by Proxy Statement dated October 8 (as further amended or supplemented, the “Proxy Statement”),
with respect to the Extraordinary General Meeting of the Company, which is scheduled to take place at 11:00 a.m. Eastern time on Tuesday,
November 3, 2026 (the “Meeting”). The information in this Supplement merely supplements and, to the extent applicable,
amends the information in the Proxy Statement and should be read in conjunction with the Proxy Statement. This Supplement does not contain
all of the information that is relevant to the Meeting or that may be important to you. You should read carefully the entire Proxy Statement,
as supplemented and amended by this Supplement, before voting on any of the proposals to be presented at the Meeting.
The Company is providing this
Supplement to modify Proposal One (the “Extension Amendment Proposal”) to change the end date (the “Extended
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.
Capitalized terms that appear in this Supplement
and that are not defined herein have the respective meanings assigned to them in the Proxy Statement.
QUESTIONS AND ANSWERS ABOUT THIS SUPPLEMENT
| Q: | Why am I receiving this
Supplement and the enclosed revised proxy card or voting instruction form? In what way do these materials amend the original Proxy Statement
and proxy card? |
| A: |
This Supplement and the enclosed revised proxy card (the “New Proxy Card”) or voting instruction form are being sent to you in connection with the solicitation of proxies by our board of directors (the “board”) for use at the Meeting or at any adjournments or postponements thereof. This Supplement, when read together with the Proxy Statement, summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting. |
| |
|
| |
The Company is modifying the Extension Amendment Proposal as it appears in the Proxy Statement in order to shorten the duration of the Extension Amendment under the Company’s amended and restated memorandum and articles of association (the “Articles”) to be presented for approval at the Meeting. |
| |
|
| |
As reflected in the updated proxy materials, in place of requesting an extension from November 6, 2026 to February 7, 2028, as appears in the original Proxy Statement and proxy card that were distributed to the Company’s shareholders of record, the Company will seek, at the Meeting, an extension from November 6, 2026 to August 6, 2027 (the “Extension”), under the Extension Amendment Proposal. |
| |
|
| |
Other than the above-described shortening of the Extension under the Articles, the revised proxy materials do not alter any other aspects of any of the proposals to be presented to the Meeting. |
Specifically, Proposal Two and Three are not modified
in any manner by this Supplement.
| Q: |
What are the proposals that are modified by this Supplement that will be voted on at the Meeting? |
| A: | Revised Proposal One that you
are being asked to vote on at the Meeting, as modified, is as follows: |
| 1. | Proposal
One — Extension Amendment Proposal — To approve, by
way of special resolution, an amendment to our amended and restated memorandum and articles
of association currently in effect (the “Amended and Restated Charter”),
to extend the date by which we must consummate a merger, amalgamation, share exchange, asset
acquisition, share purchase, reorganization or similar business combination with one or more
businesses or entities (a “Business Combination”) to August 6, 2027 (or
such earlier date as determined by the Board) (the “Extension,” and such
later date, the “Extended Date”); The text of the special resolution to
be passed is as follows:
“RESOLVED,
as a special resolution, that the amended and restated memorandum and articles of association
of the Company be amended by replacing the existing definition of “Completion Window”
in Article 1.1 with the following:
“Completion
Window” means the period of time: (a) commencing on, and including, the closing
date of the IPO; and (b) ending on the date that is thirty (30) months after the closing
date of the IPO (being 6 August 2027), or such earlier date as the Directors may approve
in accordance with the Articles or such later date as the Members may approve in accordance
with the Articles.” |
| A. |
If you are a holder of record of our ordinary shares, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. |
| |
|
| |
Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy. If your ordinary shares are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. |
| Q: |
How do I change my vote? |
| A: |
If you are a holder of record of our ordinary shares, you can revoke your proxy at any time before the Extraordinary General Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Extraordinary General Meeting, (ii) granting a subsequent proxy online or (iii) voting in person at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. |
| |
|
| |
If your Company ordinary shares are held in “street name” by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent. |
| |
|
| |
If you would like to change or revoke your prior vote on any proposal, please submit your votes before 11:59 pm ET on November 2, 2026. In addition, shareholders who have already submitted a redemption request with respect to the shares held by them may reverse such request by contacting Continental Stock Transfer & Trust Company. Email: spacredemptions@continentalstock.com . If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so. |
This Supplement should be
read in conjunction with the Proxy Statement, which should be read in its entirety. Except as specifically amended by this Supplement,
all information in the Proxy Statement remains unchanged and the Proxy Statement continues to be in full force and effect as originally
filed. From and after the date of this Supplement, any references to the “Proxy Statement” are to the Proxy Statement as amended
and supplemented by this Supplement. If you have already submitted a proxy and do not wish to change your vote, you need not take any
further action. If you have submitted a proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised
at the Extraordinary General Meeting by: delivering to Continental Stock & Transfer Company by mail a written notice stating that
the proxy is revoked; signing and delivering a proxy bearing a later date; or voting at the Extraordinary General Meeting while the polls
are open (note that attendance at the Extraordinary General Meeting will not, by itself, revoke a proxy unless you vote again electronically
at the Extraordinary General Meeting). Please note, however, that if your shares are held in street name by a broker or other nominee
and you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some statements contained
in this Supplement are forward-looking in nature. Our forward-looking statements include, but are not limited to, statements regarding
our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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. The words “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “strive,” “would”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. Please see the section titled “Cautionary Note Regarding Forward-Looking Statements” in the Proxy Statement
for examples of forward-looking statements in the Proxy Statement or in this Supplement and please also see the section titled “Risk
Factors” in the Proxy Statement for a description of some of the risks that accompany such forward-looking statements.
REVISED PROXY CARD
K&F
GROWTH ACQUISITION CORP. II
1219
Morningside Drive, Suite 110
Manhattan Beach, CA 90266
FOR THE EXTRAORDINARY GENERAL MEETING IN
LIEU OF AN ANNUAL GENERAL MEETING
OF SHAREHOLDERS OF
K&F
GROWTH ACQUISITION CORP. II
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
The undersigned, revoking any previous proxies
relating to the Meeting (as defined below), hereby acknowledges receipt of the notice and proxy statement, dated October 7, 2026, as supplemented
on October 28, 2026 (the “Proxy Statement”), in connection with the extraordinary general meeting in lieu of an annual
general meeting of shareholders of K&F Growth Acquisition Corp. II (the “Company”) and at any adjournments thereof
(the “Meeting”) to be held on November 3, 2026, at 11.00 a.m. Eastern Time, at the offices of Ellenoff Grossman &
Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 for the sole purpose of considering
and voting upon the following Proposals (as defined below), and hereby appoints Edward King and Daniel Fetters and each of them (with
full power to act alone), or failing them, the duly appointed chairman of the Meeting, the proxies of the undersigned, with power of substitution
to each, to vote all ordinary shares of the Company registered in the name provided, which the undersigned is entitled to vote at the
Meeting and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general
authorization hereby given, said Proxies are, and each of them is, instructed to vote or act as follows on the Proposals, as set forth
in the Proxy Statement.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE
VOTED IN THE MANNER DIRECTED HEREIN. IF NO SPECIFIC DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL ONE,
PROPOSAL TWO AND PROPOSAL THREE (IF PRESENTED) CONSTITUTING THE EXTENSION AMENDMENT PROPOSAL, THE AUDITOR RATIFICATION PROPOSAL AND THE
ADJOURNMENT PROPOSAL, RESPECTIVELY (COLLECTIVELY, THE “PROPOSALS”).
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY.
(Continued and to be marked, dated and signed
on reverse side)
Important Notice Regarding the Availability
of Proxy Materials for the
Extraordinary General Meeting in Lieu of an
Annual General Meeting of Shareholders
to be held on November 3, 2026:
The notice of meeting, the Company’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission on March 27,
2026 and the accompanying Proxy Statement are available at https://www.cstproxy.com/kfacquisitionii/2026.
| K&F GROWTH ACQUISITION CORP. II — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 AND 3, IF PRESENTED. |
|
|
Please mark votes as ☒ indicated in
this example |
| |
|
|
|
| (1) The Extension Amendment Proposal — RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of the Company be amended by replacing the existing definition of “Completion Window” in Article 1.1 with the following: |
|
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
| “Completion Window” means the period of time: (a) commencing on, and including, the closing date of the IPO; and (b) ending on the date that is thirty (30) months after the closing date of the IPO (being 6 August 2027), or such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.” |
|
|
|
|
| (2) The Auditor Ratification Proposal — RESOLVED, as an ordinary resolution, that the selection of WithumSmith+Brown, PC by the audit committee of the Company’s board of directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 be ratified, approved and confirmed in all respects. |
|
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
| |
|
|
|
| (3) The Adjournment Proposal — RESOLVED, as an ordinary resolution, that the extraordinary general meeting in lieu of an annual general meeting be adjourned to a later date or dates, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals. |
|
FOR
☐ |
AGAINST
☐ |
ABSTAIN
☐ |
| |
|
|
|
Date:_____________, 2026
Signature __________________________
Signature (if held jointly)__________________________
Signature should agree with name printed hereon.
If stock is held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and
attorneys should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE
ENVELOPE ENCLOSED TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVE-SIGNED
SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3 (IF PRESENTED).
THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
