{"url_path":"/sec/kfiiu/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2029976/0001213900-26-056786-index.html","accession_number":"0001213900-26-056786","cik":"0002029976","ticker":"KFII","issuer_name":"K&F GROWTH ACQUISITION CORP. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2029976/0001213900-26-056786-index.html","primary_entity_key":"0002029976","primary_entity_name":"K&F GROWTH ACQUISITION CORP. II"},"word_count":2064,"has_tables":true,"body_markdown":"**UNITED STATES **\n\n**SECURITIES AND EXCHANGE COMMISSION**\n\n**Washington, D.C. 20549**\n\n \n\n**FORM 10-Q**\n\n \n\n**(Mark One)**\n\n☒ **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the quarterly period ended March 31, 2026**\n\n \n\n**or**\n\n \n\n☐ **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**\n\n \n\n**For the transition period from                    to                       **\n\n \n\n**Commission File Number: 001-42503**\n\n \n\n**K&F GROWTH ACQUISITION CORP. II**\n\n(Exact name of registrant as specified in its charter) \n\n \n\n**Cayman Islands**   **N/A**\n\n(State or other jurisdiction of\n\nincorporation or organization)   (I.R.S. Employer\n\nIdentification No.)\n\n \n\n**1219 Morningside Drive, Suite 110\nManhattan Beach, California**   **90266**\n\n(Address of principal executive offices)   (Zip Code)\n\n \n\n**310-545-9265**\n\n(Registrant’s telephone number, including\narea code)\n\n \n\n**Not Applicable**\n\n(Former name, former address and former fiscal\nyear, if changed since last report)\n\n \n\nSecurities registered pursuant to Section 12(b)\nof the Act:\n\n \n\n**Title of each class**   **Trading Symbol(s)**   **Name of each exchange on which registered**\n\nUnits, each consisting of one Class A Ordinary Share and one Right   KFIIU   The Nasdaq Stock Market LLC\n\nClass A Ordinary Shares, par value $0.0001 per share   KFII   The Nasdaq Stock Market LLC\n\nRights, each Right entitling the holder to receive one-fifteenth (1/15) of one Class A Ordinary Share   KFIIR   The Nasdaq Stock Market LLC\n\n \n\nIndicate by check mark whether the registrant\n(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months\n(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements\nfor the past 90 days Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant\nhas submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405\nof this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐\n\n \n\nIndicate by check mark whether the registrant\nis a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.\nSee the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”\nand “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge accelerated filer ☐ Accelerated filer ☐\n\nNon-accelerated filer ☒ Smaller reporting company ☒\n\n  Emerging growth company ☒\n\n \n\nIf an emerging growth company, indicate by check\nmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting\nstandards provided pursuant to Section 13(a) of the Exchange Act.  ☐\n\n \n\nIndicate by check mark whether the registrant is a shell company (as\ndefined in Rule 12b-2 of the Exchange Act). Yes ☒  No ☐\n\n \n\nAs of May 14, 2026, there were 29,672,727 Class\nA Ordinary Shares, par value $0.0001 per share, and 9,583,333 Class B Ordinary Shares, par value $0.0001 per share, of\nthe registrant issued and outstanding.\n\n \n\n \n\n \n\n \n\n \n\n**K&F GROWTH ACQUISITION CORP. II**\n\n \n\n**FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH\n31, 2026 **\n\n \n\n**TABLE OF CONTENTS**\n\n \n\n \n \n**Page**\n\n[Part I. FINANCIAL INFORMATION](#a_001)\n \n \n\n[Item 1. Financial Statements](#a_002)\n \n1\n\n[Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 2025](#a_003)\n \n1\n\n[Unaudited Condensed Statements of Operations for the three months ended March 31, 2026 and 2025](#a_004)\n \n2\n\n[Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2026 and 2025](#a_005)\n \n3\n\n[Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2026 and 2025](#a_006)\n \n4\n\n[Notes to Unaudited Condensed Financial Statements](#a_007)\n \n5\n\n[Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a_008)\n \n16\n\n[Item 3. Quantitative and Qualitative Disclosures About Market Risk](#a_009)\n \n20\n\n[Item 4. Controls and Procedures](#a_010)\n \n20\n\n[Part II. OTHER INFORMATION](#a_011)\n \n \n\n[Item 1. Legal Proceedings](#a_012)\n \n21\n\n[Item 1A. Risk Factors](#a_013)\n \n21\n\n[Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](#a_014)\n \n22\n\n[Item 3. Defaults Upon Senior Securities](#a_015)\n \n22\n\n[Item 4. Mine Safety Disclosures](#a_016)\n \n22\n\n[Item 5. Other Information](#a_017)\n \n22\n\n[Item 6. Exhibits](#a_018)\n \n23\n\n[SIGNATURES](#a_019)\n \n24\n\n \n\ni\n\n \n\n \n\nUnless otherwise stated in the Report (as defined\nbelow), or the context otherwise requires, references to:\n\n \n\n●“2025\nAnnual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC (as defined\nbelow) on March 27, 2026;\n\n \n\n●“2025\nFirst Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, as filed with\nthe SEC on May 15, 2025;\n\n \n\n \n●\n“2025 Second Quarter Form 10-Q” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC on August 14, 2025;\n\n \n\n \n●\n“Administrative Services Agreement” are to the Administrative Services Agreement, dated February 4, 2025, which we entered into our Sponsor (as defined below);\n\n \n\n \n●\n“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect;\n\n \n\n \n●\n“ASC” are to the FASB (as defined below) Accounting Standards Codification;\n\n  \n\n \n●\n“Board of Directors” or “Board” are to our board of directors;\n\n \n\n \n●\n“Business Combination” are to a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;\n\n \n\n \n●\n“BTIG” are to BTIG, LLC, the representative of the Underwriters (as defined below);\n\n \n\n \n●\n“Certifying Officers” are to our Co-Chief Executive Officers and Chief Financial Officer, together;\n\n \n\n \n●\n“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;\n\n \n\n \n●\n“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;\n\n \n\n \n●\n“Combination Period” are to (i) the 21-month period, from the closing of the Initial Public Offering (as defined below) to November 6, 2026 that we have to consummate an initial Business Combination, or (ii) such other period during which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules;\n\n  \n\n \n●\n“Company,” “our,” “we,” or “us” are to K&F growth Acquisition Corp. II, a Cayman Islands exempted company;\n\n  \n\n \n●\n“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and rights agent of our Rights (as defined below);\n\n \n\n \n●\n“Deferred Underwriting Fee” are to the additional aggregate fee of up to $10,062,500 to which the Underwriters are entitled that is payable only upon our completion of the initial Business Combination;\n\n \n\n \n●\n“Exchange Act” are to the Securities Exchange Act of 1934, as amended;\n\n \n\n \n●\n“FASB” are to the Financial Accounting Standards Board;\n\n \n\n \n●\n“Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below);\n\n \n\n \n●\n“GAAP” are to the accounting principles generally accepted in the United States of America;\n\n \n\nii\n\n \n\n \n\n \n●\n“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on February 6, 2025;\n\n  \n\n \n●\n“IPO Promissory Note” are to that certain amended and restated unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor originally on July 2, 2024;\n\n \n\n \n●\n“IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on October 31, 2024 as amended, and declared effective on February 4, 2025 (File No. 333- 282929);\n\n  \n\n \n●\n“Letter Agreement” are to the Letter Agreement, dated February 4, 2025, which we entered into with our Sponsor and our directors and officers;\n\n \n\n \n●\n“Management” or our “Management Team” are to our executive officers;\n\n \n\n \n●\n“Nasdaq” are to The Nasdaq Stock Market LLC;\n\n \n\n \n●\n“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;\n\n \n\n \n●\n“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;\n\n \n\n \n●\n“Option Units” are to the 3,750,000 units that were purchased by the Underwriters pursuant to the full exercise of the Over-Allotment Option (as defined below);\n\n   \n\n \n●\n“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;\n\n \n\n \n●\n“Over-Allotment Option” are to the 45-day option that the Underwriters had to purchase up to an additional Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was fully exercised;\n\n  \n\n \n●\n“Private Placement” are to the private placement of Private Placement Units (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Units Purchase Agreements (as defined below);\n\n \n\n \n●\n“Private Placement Rights” are to the rights included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement;\n\n \n\n \n●\n“Private Placement Shares” are to the Class A Ordinary Shares included within the Private Placement Units purchased by our Sponsor and BTIG in the Private Placement;\n\n \n\n \n●\n“Private Placement Units” are to the units purchased by our Sponsor and BTIG in the Private Placement;\n\n \n\n \n●\n“Private Placement Units Purchase Agreements” are to the (i) Private Placement Units Purchase Agreement, dated February 4, 2025, which we entered into with our Sponsor and (ii) Private Placement Units Purchase Agreement, dated February 4, 2025, which we entered into with BTIG, together;\n\n \n\n \n●\n“Public Rights” are to the rights included as part of the Public Units (as defined below), which grant the holder the right to receive one-fifteenth (1/15) of one Class A Ordinary Share upon the consummation of the Business Combination;\n\n \n\niii\n\n \n\n \n\n \n●\n“Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor’s and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;\n\n \n\n \n●\n“Public Shares” are to the Class A Ordinary Shares included as part of the Public Units (whether they were purchased in our Initial Public Offering or thereafter in the open market);\n\n \n\n \n●\n“Public Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one Public Right;\n\n  \n\n \n●\n“Registration Rights Agreement” are to the Registration Rights Agreement, dated February 4, 2025, which we entered into with the Sponsor and the other holders party thereto;\n\n \n\n \n●\n“Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026;\n\n \n\n \n●\n“Rights” are to the Private Placement Rights and the Public Rights, together;\n\n \n\n \n●\n“SEC” are to the U.S. Securities and Exchange Commission;\n\n \n\n \n●\n“Securities Act” are to the Securities Act of 1933, as amended;\n\n \n\n \n●\n“SPAC” are to a special purpose acquisition company;\n\n  \n\n \n●\n“Sponsor” are to K&F Growth Acquisition LLC II, a Delaware limited liability company;\n\n \n\n \n●\n“Trust Account” are to the U.S.-based trust account in which an amount of $288,937,500 from the net proceeds of the sale of the Public Units in the Initial Public Offering and the Private Placement Units in the Private Placement was placed following the closing of the Initial Public Offering;\n\n \n\n \n●\n“Trust Agreement” are to the Investment Management Trust Agreement, dated February 4, 2025 which we entered into with Continental, as trustee of the Trust Account;\n\n \n\n \n●\n“Underwriters” are to the several underwriters of the Initial Public Offering;\n\n \n\n \n●\n“Underwriting Agreement” are to the Underwriting Agreement, dated February 4, 2025 which we entered into with BTIG, as representative of the Underwriters;\n\n \n\n \n●\n“Units” are to the Private Placement Units and the Public Units, together; and\n\n  \n\n \n●\n“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our directors and officers may, but are not obligated to, loan us.\n\n \n\niv\n\n \n\n \n\n**PART I - FINANCIAL INFORMATION**"}