{"url_path":"/sec/kfiiu/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","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":911,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n** **\n\nAs a smaller reporting company under Rule 12b-2\nof the Exchange Act, we are not required to include risk factors in this Report. However, for detailed descriptions of the risks relating\nto our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report\nand (iii) 2025 First Quarter Form 10-Q and 2025 Second Quarter Form 10-Q. As of the date of this Report, there have been no\nmaterial changes with respect to those risk factors, other than as set forth below. Any of these previously disclosed risk factors could\nresult in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently\nknown to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose\nchanges to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.\n\n \n\n**We anticipate that our securities will be\nsuspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by February 4, 2028. Any trading\nsuspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to\nconsummate an initial Business Combination.**\n\n \n\nOur IPO Registration Statement was declared effective\nby the SEC on February 4, 2025 and our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and\nRestated Articles, we have until November 6, 2026 to consummate our initial Business Combination.\n\n \n\nUnder the Nasdaq Rules, a SPAC’s Nasdaq-listed\nsecurities will be immediately suspended from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such\npoint, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the “Hearing Panel”),\nthe scope of the Hearing Panel’s review is limited. If a SPAC completes a Business Combination after receiving a delisting determination\nby the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) and/or demonstrates compliance\nwith all applicable initial listing requirements, the combined company can apply to list its securities on Nasdaq pursuant to the normal\napplication review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination,\nwhich includes noncompliance with the Nasdaq 36-Month Requirement.\n\n \n\nAccordingly, were we to amend our Amended and\nRestated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to\nconsummate our initial Business Combination on or prior to February 4, 2028 in order to avoid a suspension of our securities from trading\non and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could potentially\nbe quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension and\ndelisting could have significant material adverse consequences, including:\n\n \n\n●making our securities appear to be less attractive\nto potential target companies than the securities of an exchange listed SPAC;\n\n \n\n●limited availability of market quotations for\nour securities;\n\n \n\n●reduced liquidity for our securities;\n\n \n\n●the possibility that our Class A Ordinary Shares\nwould be deemed “penny stock,” which will require brokers trading in our Class A Ordinary Shares to adhere to more stringent\nrules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;\n\n \n\n●limited news and analyst coverage; and\n\n \n\n●decreased ability to issue additional securities\nor obtain additional financing in the future.\n\n \n\nIn addition, if our securities are delisted from\nNasdaq, trading in our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional\ncompliance costs.\n\n \n\n21\n\n \n\n** **\n\n**Certain agreements related to the Initial\nPublic Offering may be amended, or their provisions waived, without shareholder approval.**\n\n** **\n\nCertain of the agreements related to the Initial\nPublic Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include\nthe (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Units\nPurchase Agreements and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders\nmight deem to be material. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect\nto the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers\nto such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters\nof the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor,\nofficers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial\nBusiness Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment in our securities.\nFor example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial\nBusiness Combination, we may amend such provisions to permit them to be freely sold after the Business Combination earlier than they would\notherwise be permitted, which may have an adverse effect on the price of our securities."}