K&F Growth Acquisition Corp. II entered a non-binding letter of intent on October 21, 2026, with David’s Bridal, Inc. for a proposed combination involving Pearl, its wedding planning, media and commerce division. The plan would separate Pearl as a standalone public company that would own David’s Bridal’s brand and intellectual property; terms remain subject to negotiation and approvals.
The LOI values Pearl at $250 million pre-money equity value and approximately $350 million pro forma enterprise value, assuming no K&F shareholder redemptions. It contemplates a $75 million PIPE, subject to upsize; CION Investment Corporation proposed a $25 million anchor investment, subject to definitive documentation. The parties anticipate closing in the first half of 2027, subject to due diligence, definitive agreements, board and shareholder approvals, regulatory approvals and customary conditions.
Pearl management projects 2027 revenue of $85 million to $95 million, versus $42 million projected for 2026, greater than 30% EBITDA margins in 2026, and positive free cash flow in both years. The projections are unaudited and were not independently verified by K&F. K&F shareholders are scheduled to vote November 3, 2026, on extending the business-combination deadline from November 6, 2026, to February 7, 2028.
K&F Growth Acquisition Corp. II is asking shareholders to amend its charter to extend its business-combination deadline from November 6, 2026, to February 7, 2028; the proposal is scheduled for a November 3, 2026 vote. The proxy also asks shareholders to ratify Withum as the independent auditor for 2026 and approve an adjournment proposal if presented. The Board recommends voting FOR each proposal.
If the extension passes, public shareholders may elect to redeem shares. Based on the Trust Account balance as of October 5, 2026, the stated redemption amount was approximately $10.716 per share, before removing interest for income taxes. The company says redemptions could leave substantially less cash for a business combination and may require additional funds. Requests are due by 5:00 p.m. Eastern Time on October 30, 2026.
Extension approval requires at least two-thirds of votes cast. The Sponsor, directors and officers collectively were entitled to vote shares representing approximately 25.0% of outstanding ordinary shares as of the October 8, 2026 record date; those holders are not eligible to redeem in the extension election.
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.
K&F Growth Acquisition Corp. II (KFII) reported that on August 19, 2026 it received a deficiency notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market. The notice does not currently affect the listing or trading of KFII’s Class A ordinary shares, which continue to trade on the Nasdaq Global Market under the symbol KFII as of August 21, 2026. The company has 45 calendar days to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the notice date to evidence compliance if the plan is accepted. If the plan is not accepted, the company can appeal to a Nasdaq Hearings Panel and is also considering options such as regaining compliance or transferring its listing to the Nasdaq Capital Market.
K&F Growth Acquisition Corp. II, a Cayman Islands SPAC, reported June 30, 2026 interim results while still seeking a business combination and having not entered into any definitive agreement. Total assets were $305.4 million, almost entirely cash and securities in the Trust Account of $305.2 million, with only $92,083 of cash available outside the trust.
For the six months ended June 30, 2026, the company recorded net income of $4.9 million, driven by $5.3 million of interest on Trust Account assets, offset by $431,047 of general and administrative and formation costs. Class A Ordinary Shares subject to possible redemption totaled 28,750,000 at a redemption value of $10.62 per share. Management discloses that limited working capital of $217,129 and a mandatory liquidation deadline of November 6, 2026 if no business combination is completed raise substantial doubt about the company’s ability to continue as a going concern. From August 2026, monthly administrative fees will be accrued and payable only upon a business combination or liquidation.
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.
K&F Growth Acquisition Corp. II reports first‑quarter 2026 results while continuing to seek a business combination. The SPAC posted net income of $2,403,751, driven mainly by $2,636,791 of interest on its $302,512,950 trust account, against $236,236 of general and administrative costs.
Cash outside the trust was $224,160 with working capital of $410,887. Management states that existing cash and working capital will not fund at least 12 months of costs and that, along with the November 6, 2026 merger deadline, raises substantial doubt about the company’s ability to continue as a going concern.
K&F Growth Acquisition Corp. II is a Cayman Islands SPAC that raised $287,500,000 in its IPO of 28,750,000 units at $10.00 each, plus $9,227,270 from 922,727 private placement units. A total of $288,937,500 was placed in a trust account.
As of December 31, 2025, the redemption price was $10.43 per public share and funds available for a business combination were $299,876,159, assuming no redemptions and after a $10,062,500 deferred fee. The company has not yet signed a definitive merger agreement and must complete an initial business combination by November 6, 2026 or liquidate.
The sponsor acquired founder shares at a nominal price, holds anti-dilution rights targeting 25% of post-combination ordinary shares, and may convert working-capital loans into up to 150,000 additional units. Public shareholders face potential dilution from founder shares, private placement rights and any future equity or convertible debt used to fund a transaction.
Barclays PLC reports beneficial ownership of 2,117,069 shares of K&F Growth Acquisition Cor-A common stock, equal to 7.13% of the outstanding class. The filing shows Barclays has sole voting and dispositive power over 2,117,066 shares and shared voting and dispositive power over 3 shares, indicating centralized control of the disclosed position.
The statement affirms the shares are held in the ordinary course of business and were not acquired to change or influence control. Barclays identifies relevant subsidiaries involved in the position as Barclays Bank PLC and Barclays Capital Securities Ltd, and lists its organization as the United Kingdom.