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K&F Growth II moves listing to Nasdaq Capital Market

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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

K&F Growth Acquisition Corp. II (KFII) reports that, after receiving a Nasdaq notice for not meeting the Nasdaq Listing Rule 5450(a)(2) requirement of at least 400 total holders for the Nasdaq Global Market, it applied to transfer its securities to the Nasdaq Capital Market. The company submitted the transfer application on August 26, 2026, Nasdaq granted the application on September 14, 2026, and the transfer became effective on September 16, 2026. Following this transfer, the prior deficiency relating to total shareholders has been rendered moot.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Nasdaq Listing Rule 5450(a)(2) holder requirement 400 total holders Minimum number of total holders required for continued listing on the Nasdaq Global Market
Application date for transfer August 26, 2026 Date KFII submitted its application to move from Nasdaq Global Market to Nasdaq Capital Market
Transfer approval date September 14, 2026 Date Nasdaq granted the application to transfer KFII’s listing
Effective date of transfer September 16, 2026 Date the transfer of KFII’s listing to the Nasdaq Capital Market became effective
Nasdaq Global Market market
"transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital 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
"transfer of its listed securities from the Nasdaq Global Market 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.
Nasdaq Listing Rule 5450(a)(2) regulatory
"not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders"
total holders financial
"requires the Company to maintain at least 400 total holders for continued listing"
initial business combination financial
"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"
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.

FAQ

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

Why did KFII transfer its listing from the Nasdaq Global Market to the Nasdaq Capital Market?

K&F Growth Acquisition Corp. II transferred its listing because it received a Nasdaq notice that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 total holders. The transfer to the Nasdaq Capital Market addresses this deficiency.

When did KFII apply to transfer its securities to the Nasdaq Capital Market?

K&F Growth Acquisition Corp. II submitted its application to transfer its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market on August 26, 2026, following a Nasdaq notice of non-compliance with the shareholder-count requirement.

When was KFII’s transfer to the Nasdaq Capital Market approved and when did it become effective?

Nasdaq granted K&F Growth Acquisition Corp. II’s application to transfer its securities on September 14, 2026, and the transfer to the Nasdaq Capital Market became effective on September 16, 2026, after which the cited shareholder-deficiency issue was considered moot.

What specific Nasdaq rule was KFII not in compliance with?

K&F Growth Acquisition Corp. II was notified that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires maintaining at least 400 total holders for continued listing on the Nasdaq Global Market.

Does the shareholder deficiency notice still affect KFII after the listing transfer?

The company states that as a result of the transfer of its securities to the Nasdaq Capital Market effective September 16, 2026, the deficiency cited in the Nasdaq total shareholder notice has been rendered moot.

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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): September 14, 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 8.01. Other Events.

 

As previously reported on K&F Growth Acquisition Corp. II’s (the “Company”) Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2026, the Company previously received a letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires the Company to maintain at least 400 total holders for continued listing on the Nasdaq Global Market.

 

In connection with the foregoing, the Company submitted an application for a transfer of its listed securities from the Nasdaq Global Market to the Nasdaq Capital Market on August 26, 2026 (the “Application”). The Application to transfer the listing of its securities was granted on September 14, 2026, and the transfer became effective on September 16, 2026 (“Transfer”). As a result of the Transfer, the deficiency cited in the Total Shareholder Notice has been rendered moot.

  

1

 

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
     
Date: September 16, 2026 By: /s/ Edward King
  Name: Edward King
  Title: Co-Chief Executive Officer

 

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