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): February 46, 2025

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 February 6, 2025, K&F Growth Acquisition Corp. II (the “Company”) consummated its initial public offering (“IPO”) of 28,750,000 units (the “Units”), including the exercise in full by the underwriters of an option to purchase up to 3,750,000 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $287,500,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-fifteenth (1/15) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”).

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1 (File No. 333-282929) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 31, 2024 (the “Registration Statement”):

● An Underwriting Agreement, dated February 4, 2025, by and between the Company and BTIG, LLC (“BTIG”), as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Share Rights Agreement, dated February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as share rights agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated February 4, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated February 4, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and K&F Growth Acquisition LLC II (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

	●	A Private Placement Units Purchase Agreement, dated February 4, 2025 (the “BTIG Private Placement Units Purchase Agreement”), by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.
	●	A Letter Agreement, dated February 4, 2025, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● Indemnity Agreements, dated February 4, 2025, by and among the Company and each Director and Executive Officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement and the BTIG Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 922,727 units (the “Private Placement Units”) to the Sponsor and BTIG at a price of $10.00 per Private Placement Unit. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold in the IPO, except as otherwise disclosed in the Company’s Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 5, 2025, in connection with the IPO, James Murren, Joyce Arpin and Geoff Freeman (collectively with Edward King and Daniel Fetters, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective February 5, 2025, each of Ms. Arpin, Mr. Murren and Mr. Freeman was appointed to the Board’s Audit Committee, with Ms. Arpin serving as chair of the Audit Committee. Each of Ms. Arpin and Mr. Freeman was appointed to the Board’s Compensation Committee, with Mr. Freeman serving as chair of the Compensation Committee.

On February 4, 2025, the Company entered into indemnity agreements with each of the Directors and Executive Officers, that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.6 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.

On February 4, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February 4, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

AOn ~~total~~February of6, ~~$288~~2025,~~937,500~~ ofK&F ~~the~~Growth ~~proceeds~~Acquisition ~~from~~Corp. ~~the~~II ~~IPO and~~ (the ~~sale~~“Company”) ofconsummated ~~the~~its ~~Private~~initial ~~Placement~~public ~~Units~~offering (~~which~~“IPO”) of ~~amount includes $10~~28,~~062~~750,~~500~~000 ofunits (the ~~underwriters’ deferred underwriting commissions~~“Units”), ~~was~~including ~~placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company~~3, ~~acting as trustee~~750,000 ~~with~~Units ~~the~~issued ~~remaining~~pursuant ~~$1,289,770~~to ~~from~~ the ~~Private~~full ~~Placement~~exercise ~~Units~~of ~~going to~~ the ~~Company~~underwriters’~~s working capital account (a portion~~ ofover-allotment ~~which will be used to pay offering expenses)~~option. ~~Except~~Each ~~with~~Unit ~~respect~~consists toof ~~interest~~one ~~earned~~Class onA ~~the~~ordinary ~~funds~~share inof the ~~trust account that may be released to the~~ Company, topar ~~pay~~value ~~its taxes and up to~~ $~~100,000~~0.0001 ~~for~~per ~~winding~~share ~~up and dissolution expenses,~~ (the ~~funds held in the trust account~~“Class ~~will~~A ~~not~~Ordinary beShares”), ~~released~~and ~~from~~one ~~the~~right ~~trust~~to ~~account~~receive ~~until~~one-fifteenth ~~the earliest of~~ (i1/15) ~~the completion~~ of ~~the~~one ~~Company’s~~Class ~~initial~~A ~~business~~Ordinary ~~combination, (ii)~~Share upon the ~~redemption~~consummation of the Company’s ~~public shares if it is unable to complete its~~ initial business combination ~~within 21 months from the closing of the IPO~~ (~~or by such earlier liquidation date as the Company’s board of directors may approve)~~each, ~~subject~~a to“Share ~~applicable law, and (iii~~Right”). ~~the~~The ~~redemption~~Units ofwere ~~the~~sold ~~Company’s~~at ~~public shares properly submitted in connection with~~ a ~~shareholder~~price ~~vote to amend the~~of ~~Company’s~~$10.00 ~~Amended~~per ~~and~~Unit, ~~Restated~~generating ~~Memorandum~~gross ~~and~~proceeds ~~Articles of Association~~ to ~~modify~~ the ~~substance or timing of its obligation to redeem 100% of the~~ Company’s ~~public shares if it has not consummated an initial business combination within 21 months from the closing~~ of ~~the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity~~$287,500,000.

2Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 922,727 Units (the “Private Placement Units”). 495,447 Private Placement Units were sold to K&F Growth Acquisition LLC II, the Company’s sponsor, and 427,280 Private Placement Units were sold to BTIG, LLC, in each case at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $9,227,270.

OnA ~~February~~total 4,of ~~2025~~$288, ~~the~~937,500, ~~Company~~or ~~issued~~$10.05 aper ~~press~~Unit, ~~release~~comprised ~~announcing~~of the ~~pricing~~net ofproceeds from the IPO (which amount includes $10,062,500 aof ~~copy~~the underwriter’s deferred discount) and the proceeds of ~~which~~the issale ~~attached~~of asthe ~~Exhibit~~Private 99Placement Units, was placed in a U.1S.-based totrust ~~this~~account ~~Current~~maintained ~~Report~~by onContinental ~~Form~~Stock ~~8-K~~Transfer & Trust Company, acting as trustee.

OnAn audited balance sheet as of February 6, 2025, reflecting the ~~Company~~ ~~issued~~receipt aof ~~press~~the ~~release~~proceeds ~~announcing~~from the ~~closing~~IPO ofand the ~~IPO,~~Private aPlacement ~~copy~~has ofbeen ~~which~~issued by the Company and is ~~attached~~included as Exhibit 99.21 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Audited Balance Sheet as of February 6, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 4, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
4.1		Share Rights Agreement, dated February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent.
10.1		Investment Management Trust Agreement, February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2		Registration Rights Agreement, dated February 4, 2025, by and among the Company and certain security holders.
10.3		Sponsor Private Placement Units Purchase Agreement, dated February 4, 2025, by and between the Company and the Sponsor.
10.4		BTIG Private Placement Units Purchase Agreement, dated February 4, 2025, by and between the Company and BTIG.
10.5		Letter Agreement, dated February 4, 2025, by and among the Company, its officers, directors, and the Sponsor.
10.6		Form of Indemnity Agreement
99.1		Press Release, dated February 4, 2025.
99.2		Press Release, dated February 6, 2025.
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: February 10, 2025
Dated: February 12, 2025

Filing Compare · K&F GROWTH ACQUISITION CORP. II