K&F Growth Acquisition Corp. II discloses institutional holdings reported jointly by Westchester Capital Management, LLC; Virtus Investment Advisers, LLC; and The Merger Fund in an amended Schedule 13G/A. The filing lists amounts beneficially owned and voting/dispositive powers for each reporting person and cites 29,672,727 shares outstanding as of March 27, 2026.
Positive
None.
Negative
None.
Insights
Joint filing documents ~4.7–5.0% stakes by related advisers and funds.
The filing shows Westchester holds 1,476,268 shares (4.98%), Virtus holds 1,418,954 shares (4.78%), and The Merger Fund holds 1,401,860 shares (4.72%), based on March 27, 2026 outstanding shares. Voting and dispositive power are split between sole and shared allocations as detailed.
Cash‑flow treatment and any planned transactions are not stated; subsequent filings would disclose changes in holdings or voting arrangements.
Filing is a routine beneficial‑ownership disclosure under SEC rules.
The statement clarifies relationships: Virtus advises multiple funds and Westchester serves as sub‑advisor; amounts reported for funds are aggregated under the advisers where applicable. The filing includes the issuer CUSIP G52258111 and cites the Form 10‑K share count.
The disclosure preserves attribution and voting power detail useful for governance tracking; no transaction or change‑of‑control language appears in the excerpt.
Key Figures
Shares outstanding:29,672,727 sharesWestchester beneficial ownership:1,476,268 sharesWestchester percent:4.98%+4 more
7 metrics
Shares outstanding29,672,727 sharesas of March 27, 2026 (source: issuer Form 10‑K)
Westchester beneficial ownership1,476,268 sharesreported on Schedule 13G/A
Westchester percent4.98%of Class A ordinary shares
Virtus beneficial ownership1,418,954 sharesreported on Schedule 13G/A
Virtus percent4.78%of Class A ordinary shares
The Merger Fund beneficial ownership1,401,860 sharesreported on Schedule 13G/A
The Merger Fund percent4.72%of Class A ordinary shares
"Amount beneficially owned: Westchester Capital Management, LLC: 1,476,268"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 1,418,954.00"
Schedule 13G/Aregulatory
"This statement is being filed jointly by the following (each, a "Reporting Person")"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
CUSIPmarket
"CUSIP No.: G52258111"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
Westchester reports beneficial ownership of 1,476,268 shares, representing 4.98% of the class, based on 29,672,727 shares outstanding as of March 27, 2026. The filing also details sole and shared voting/dispositive powers associated with that holding.
How much does Virtus Investment Advisers hold in KFII?
Virtus reports beneficial ownership of 1,418,954 shares, equal to 4.78% of the class based on the March 27, 2026 outstanding share count. The filing shows Virtus has shared voting and dispositive power over these shares.
What amount does The Merger Fund report in KFII?
The Merger Fund reports beneficial ownership of 1,401,860 shares, or 4.72% of the class, using the issuer's 29,672,727 shares outstanding as of March 27, 2026. The fund's shares carry shared voting and dispositive power per the filing.
Does this Schedule 13G/A indicate a change in control of KFII?
No control change is stated; the filing reports beneficial ownership levels and voting/dispositive allocations for related advisers and funds. It does not state any acquisition intent, control change, or planned transaction in the provided excerpt.
What source is used for the outstanding share count?
The filing cites the issuer's Annual Report on Form 10‑K and reports 29,672,727 shares outstanding as of March 27, 2026 as the basis for percentage calculations in this Schedule 13G/A.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
K&F Growth Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G52258111
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G52258111
1
Names of Reporting Persons
Westchester Capital Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
57,314.00
6
Shared Voting Power
1,418,954.00
7
Sole Dispositive Power
57,314.00
8
Shared Dispositive Power
1,418,954.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,476,268.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.98 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 29,672,727 Shares outstanding as of March 27, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026.
SCHEDULE 13G
CUSIP Number(s):
G52258111
1
Names of Reporting Persons
Virtus Investment Advisers, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,418,954.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,418,954.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,418,954.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.78 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 29,672,727 Shares outstanding as of March 27, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
SCHEDULE 13G
CUSIP Number(s):
G52258111
1
Names of Reporting Persons
The Merger Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,401,860.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,401,860.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,401,860.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.72 %
12
Type of Reporting Person (See Instructions)
IV
Comment for Type of Reporting Person: * Based on 29,672,727 Shares outstanding as of March 27, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 27, 2026.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
K&F Growth Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
1219 Morningside Drive, Suite 110, Manhattan Beach, CA 90266
Item 2.
(a)
Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL Multi-Manager Alternative Fund ("JARB"), JNL/Westchester Capital Event Driven Fund ("JNL") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN", together with MF, MF VL, EDF, CEF, JARB and JNL, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)
Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683
(c)
Citizenship:
Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)
Title of class of securities:
Class A ordinary shares, $0.0001 par value per share
(e)
CUSIP No.:
G52258111
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Westchester Capital Management, LLC: 1,476,268
Virtus Investment Advisers, LLC: 1,418,954
The Merger Fund: 1,401,860
(b)
Percent of class:
Westchester Capital Management, LLC: 4.98%
Virtus Investment Advisers, LLC: 4.78%
The Merger Fund: 4.72%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 57,314
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 1,418,954
Virtus Investment Advisers, LLC: 1,418,954
The Merger Fund: 1,401,860
(iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 57,314
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 1,418,954
Virtus Investment Advisers, LLC: 1,418,954
The Merger Fund: 1,401,860
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
