KFII SEC filings, in plain English
Everything K&F GROWTH ACQUISITION CORP. II has filed with the SEC that we hold — 36 filings, newest first, 34 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Form 8-K Current Report disclosing receipt of a Nasdaq deficiency notification for failing to satisfy the Minimum Total Holders Requirement for continued listing on the Nasdaq Global Market. On August 19, 2026, the Company received a written notice from the Nasdaq Listing Qualifications Department stating it was not in compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders. The filing specifies that the Company has 45 calendar days to submit a plan to regain compliance. If Nasdaq accepts the plan, an extension of up to 180 calendar days from the August 19, 2026 Notice date may be granted to evidence compliance. The Company also stated it may consider applying to transfer its securities to The Nasdaq Capital Market. As of August 21, 2026, Class A ordinary shares continue to trade on Nasdaq Global Market under the symbol “KFII” with no current effect on listing status. Why it matters: This disclosure introduces a regulatory compliance timeline that runs concurrently with the SPAC’s search period. Nasdaq explicitly warned there is no assurance the Company will regain compliance during the applicable cure period or successfully transfer listings. Because the filing does not address redemption mechanics or trust account balances, the immediate material impact centers on exchange compliance rather than capital return triggers. However, listing deficiencies historically impact secondary market liquidity, analyst coverage, and institutional mandate compliance. The 45-day submission window and potential 180-day extension create a defined horizon where sponsorship conduct, capital markets activity, or target announcements would be necessary to sustain shareholder interest. Investors monitoring deal progress should weigh this administrative hurdle against the remaining time to consummate a business combination.
What changed: Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026. Net income of $2,483,913 for Q2 2026 (vs $2,914,691 in Q2 2025). Trust per-share value increased to $10.62 from $10.43 at year-end 2025. Cash decreased to $92,083 from $577,446. Working capital at $217,129. Going concern disclosure reiterated with substantial doubt. Sponsor and company agreed to suspend monthly administrative services fees beginning August 2026, with accrual until deal or liquidation. No definitive business combination agreement entered. No changes in risk factors. No insider trading arrangements adopted or terminated. Why it matters: The SPAC's deadline is November 6, 2026, and its ability to complete a business combination by then is critical. Low cash outside trust and going concern doubt highlight the urgency. The trust value increase offsets some dilution but the company still lacks a target. The sponsor fee suspension signals cash preservation. Redemption mechanics (per-share trust value) and deadline are key for shareholders considering redemption.
What changed vs 2026-05-14trust $302.5M → $305.2M +1%deadline 2028-02-04 → 2026-11-06trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $302.5M$305.2M
- Combination deadline
- 2028-02-042026-11-06
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $2,677,671 was added to the trust between the two filings.
The clause …“131,123 149,745 Total current assets 223,206 727,191 Cash and securities held in Trust Account 305,190,621 299,876,159 Total Assets $ 305,413,827 $ 300,603,350 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
SpacBrain reads this as 455 days earlier than the previous record.
The clause …“of the Public Shares if the Company is unable to complete the initial Business Combination by November 6, 2026, or such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject”…
The clause …“statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” Management has determined that the Company’s liquidity condition and”…
The clause “500,000,000 shares authorized; 922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025 92 92 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is an amendment to a Schedule 13G beneficial ownership report, structured as a routine compliance exhibit (Exhibit A, Joint Filing Agreement) executed by Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund, formally consenting to their collective submission of a single Statement on Schedule 13G regarding Ordinary Shares of K&F Growth Acquisition Corp. II under Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing introduces no alterations to SPAC mechanics, redemption deadlines, trust value distributions, extension proposals, target acquisition progress, or sponsor conduct. It solely codifies a procedural agreement permitting three distinct institutional entities to fulfill federal disclosure obligations through a unified filing, with signing authority assigned to CaSaundra Wu (Chief Compliance Officer), Chetram Persaud (Chief Compliance Officer), and Daphne Chisolm (Vice President, Counsel and Assistant Secretary) on May 15, 2026. Why it matters: The filing contains no substantive claims regarding customer concentration, revenue streams, market sizing, strategic direction, technology assets, partnership arrangements, litigation exposure, or personnel changes. For investors monitoring KFII ahead of its 2026-11-06 deadline, the document confirms ongoing institutional position-holding or adjustments by Westchester Capital Management, Virtus Investment Advisers, and The Merger Fund during the SEARCHING phase, but provides no insight into voting intentions on an extension, redemption thresholds, or business combination timelines, rendering it purely administrative in nature.
What changed: Quarterly report (Form 10-Q) for the period ended March 31, 2026, filed by a blank-check company (SPAC) still searching for a business combination target. Trust account per-share value increased from $10.43 to $10.52; cash outside trust fell to $224,160; net income was $2.4 million, all from interest; management expressed substantial doubt about going concern due to insufficient liquidity; the company disclosed it has broadened its target search beyond the experiential entertainment industry and added a risk factor about potential Nasdaq delisting if it fails to complete a business combination by February 4, 2028 under the Nasdaq 36-Month Requirement. Why it matters: Investors should note the trust value growth (now $10.52/share), the tight cash position ($224k) and the going concern warning, which increase the risk of liquidation if no deal is done by the November 6, 2026 deadline. The new Nasdaq delisting risk adds urgency. The company remains in search mode with no definitive agreement, and the sponsor's ability to fund working capital or extend the deadline is uncertain.
What changed vs 2025-11-12trust $297.0M → $302.5M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $297.0M$302.5M
- Combination deadline
- not previously extracted2028-02-04
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $5,501,993 was added to the trust between the two filings.
The clause …“188,893 149,745 Total current assets 413,053 727,191 Cash and securities held in Trust Account 302,512,950 299,876,159 Total Assets $ 302,926,003 $ 300,603,350 Liabilities, Class A Ordinary Shares Subject to Possible Redemption,”…
The clause “Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to February 4, 2028 in order to avoid a suspension of our”…
The clause …“statements are issued. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Going Concern,” Management has determined that the Company’s liquidity condition and”…
The clause “500,000,000 shares authorized; 922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025 92 92 Class B Ordinary Shares, $ 0.0001 par value; 50,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The company reported net income of $10.2 million from trust interest, trust account balance grew to $299.9 million ($10.43 per public share as of December 31, 2025), cash outside trust $577,446, and reiterated that no definitive business combination agreement has been entered into. A going concern qualification was included due to liquidity concerns and the mandatory liquidation deadline of November 6, 2026. Why it matters: Reaffirms the deadline and trust value, providing a baseline for redemption calculations. The absence of any new deal announcement and the going concern disclosure may influence investor sentiment regarding the likelihood of completing a business combination before the deadline.
What changed: Form 10-Q quarterly report for K&F Growth Acquisition Corp. II for the period ended September 30, 2025. Net income of $3,011,127 for Q3 2025 and $7,527,658 for first nine months 2025. Trust account balance $297,010,957. Working capital $840,390. Management expressed substantial doubt about going concern due to liquidity and liquidation date. No business combination target selected; no substantive discussions with any target. Accretion of Class A shares to redemption value continued. The company may liquidate trust investments to cash to mitigate Investment Company Act risk. Why it matters: The SPAC remains in searching status with no target identified. The trust value per share is approximately $10.33 (as of Sep 30, 2025) vs $10.62 in the prompt (the trust value increased due to interest). The deadline is November 6, 2026. The going concern warning indicates that if no deal is completed by then, the SPAC will liquidate. The company also disclosed that it may convert trust assets to cash, which could affect redemption price. No insider trading or material changes to risk factors.
What changed vs 2025-08-14trust $293.8M → $297.0M +1%going concern APPEAREDtrust account, going-concern doubt, redeemable shares2 moved · 1 with no prior record of ours
- Trust account
- $293.8M$297.0M
- Going-concern doubt
- not statedstated
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $3,189,092 was added to the trust between the two filings.
The clause …“current assets 918,642 4,684 Deferred offering costs — 199,940 Investments held in Trust Account 297,010,957 — Total Assets $ 297,929,599 $ 204,624 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“working capital of $ 840,390 . In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” management has determined that the Company’s”…
The clause “500,000,000 shares authorized; 922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of September 30, 2025 and no shares issued or outstanding as of December 31, 2024 92 — Class B ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Quarterly report (Form 10-Q) for the period ended June 30, 2025, filed by K&F Growth Acquisition Corp. II, a SPAC still searching for a business combination target. This is the first quarterly report post-IPO (IPO closed February 6, 2025). It reports a trust account of $293,821,865 ($10.22 per public share) as of June 30, 2025, working capital of $1,018,355, and no target identified or substantive discussions. No change to the 21-month completion deadline (November 6, 2026). No extension sought, no redemption activity, no sponsor-related changes. Why it matters: Confirms the trust value per share ($10.22) and the deadline. Indicates the SPAC is in early search stage with no deal progress. Provides baseline financials for shareholders tracking trust erosion or growth.
What changed vs 2025-05-15trust $290.7M → $293.8M +1%trust account, redeemable shares1 moved · 1 with no prior record of ours
- Trust account
- $290.7M$293.8M
- Redeemable shares
- 28.8M · unchanged
SpacBrain reads this as $3,091,950 was added to the trust between the two filings.
The clause …“current assets 1,102,833 4,684 Deferred offering costs — 199,940 Investments held in Trust Account 293,821,865 — Total Assets $ 294,924,698 $ 204,624 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and”…
The clause “500,000,000 shares authorized; 922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and no shares issued or outstanding as of December 31, 2024 92 — Class B ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document is a Schedule 13G beneficial ownership report. First, this document is a Schedule 13G beneficial ownership report. Second, bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing attributes no mechanical changes, trust recalculations, extension votes, acquisition targets, or sponsor actions to the issuer. Third, bearing on other substance including customer claims, revenue, market size, strategy, technology, partnerships, litigation, or personnel, the document contains no substantive claims attributable to Barclays PLC or any other party beyond the holder identification and filing classification. Why it matters: Investors tracking the SEARCHING status, per-share trust balance, and contractual termination deadline will note this report confirms standard institutional ownership disclosure but delivers no actionable intelligence on target pursuit, trust trajectory, or sponsor governance that would shift valuation expectations or deadline assessments.
What changed: Form 10-Q quarterly report for the period ended March 31, 2025, the first such report since the IPO. The SPAC completed its IPO on February 6, 2025, raising $287.5 million (28.75 million units at $10.00) and $9.2 million via private placement. The trust account held $290.7 million at quarter-end, equating to $10.11 per public share. No target has been identified; no substantive discussions have occurred. The deadline to complete a business combination is 21 months from IPO closing (November 6, 2026). The company reported net income of $1.6 million from trust interest, cash outside trust of $1.03 million, and general and administrative expenses of $190,575. Why it matters: This filing establishes the baseline trust value per share ($10.11) and confirms the SPAC is in the early search phase with no deal progress. It provides the redemption deadline (November 2026) and shows the sponsor has not taken any unusual actions. The financials are clean and straightforward, indicating no immediate issues for investors monitoring trust erosion or sponsor conduct.
What changed: A Schedule 13G beneficial ownership report containing Exhibit A, a Joint Filing Agreement executed under Rule 13d-1(k) of the Securities Exchange Act of 1934. Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund have formally consented to aggregate their disclosure filings for K&F Growth Acquisition Corp. II Ordinary Shares. Executed on May 14, 2025, by CaSaundra Wu (Chief Compliance Officer, Westchester), Chetram Persaud (Chief Compliance Officer, Virtus), and Daphne Chisolm (Vice President, Counsel and Assistant Secretary, The Merger Fund), the agreement contains no alterations, waivers, or updates regarding the 2026-11-06 redemption deadline, trust account funding mechanics, extension triggers, target business development, or sponsor fiduciary conduct. Why it matters: It registers a procedural consolidation of reporting duties among named institutional holders, confirming ongoing portfolio tracking during the unfunded search phase. The text holds no substantive business assertions: there are no claims attributed to management or holders regarding customer acquisition, revenue forecasts, market sizing, technology roadmaps, commercial partnerships, pending litigation, or executive appointments. As a purely administrative compliance exhibit, it supplies no actionable data for redemptions or valuation modeling, though it signals that these three entities maintain concurrent positions warranting shared regulatory disclosure.
What changed: A Form 8-K current report containing a press release announcing the separate trading of Class A ordinary shares and rights. No changes to redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. The filing confirms holders of units may elect to separately trade the underlying Class A ordinary shares ('KFII') and rights to receive one-fifteenth (1/15) of a share upon consummation of a business combination ('KFIIR'), while unseparated units continue as 'KFIIU'. Your tracked deadline of 2026-11-06 and trust of $10.62 remain unaffected. Why it matters: According to the 'About' section of the March 10, 2025 press release attached to this 8-K, the company's stated strategy is to pursue targets in the 'experiential entertainment industry underpinned by strong secular growth, a skilled management team, and that is competitively positioned and capitalized to grow through organic and M&A-driven opportunities.' The filing also identifies Daniel Fetters, Co-CEO, as the designated company contact and notes Edward King, Co-Chief Executive Officer, as the signing authority. These details update the corporate profile but carry zero impact on the SPAC merger timeline, liquidation triggers, or investor capital preservation.
What changed: Joint Filing Statement and Exhibit to a Schedule 13G (Beneficial Ownership Report). This filing is a procedural consent document executed by Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. It merely agrees to file a single Schedule 13G and any future amendments on behalf of all three parties regarding KFII Class A ordinary shares. It reports no changes to ownership percentages, voting or disposition rights, redemption elections, trust account activity, extension proposals, target acquisition status, or sponsor conduct. Why it matters: For investors tracking redemption deadlines, trust values, extensions, deal progress, and sponsor conduct, this document contains no operative mechanics or strategic signals. It solely clarifies administrative disclosure routing for a holding group that collectively holds at least five percent of the issued and outstanding shares. The exhibit lacks the schedule’s primary summary page, which would disclose the exact percentage held, the source of consideration, and the stated investment purpose; absent that core data, the filing confirms neither portfolio adjustments, activist positioning, nor operational developments. It adds no new substance to the redemption calendar, trust valuation, merger timeline, or sponsor accountability record.
What changed: Form 8-K Current Report detailing the consummation of the Initial Public Offering and submitting an accompanying audited balance sheet. On February 6, 2025, the Company closed its IPO of 28,750,000 units at $10.00 per unit, including a full 3,750,000 unit over-allotment exercise, generating $287,500,000 in gross proceeds. Simultaneously, the Company completed a private placement of 922,727 units for $9,227,270, with Sponsor K&F Growth Acquisition LLC II purchasing 495,447 units and BTIG purchasing 427,280 units. A total of $288,937,500, representing $10.05 per unit, was placed in the trust account with Continental Stock Transfer & Trust Company acting as trustee. The Sponsor repaid a $266,071 promissory note, transferred 75,000 founder shares to three independent directors, and signed an administrative services agreement for $25,000 per month commencing February 4, 2025. Underwriters were paid a $5,750,000 cash discount, with $10,062,500 in deferred discounts remaining payable upon business combination. Transaction costs totaled $16,427,868. The Company established a 21-month completion window from IPO closing to execute a merger or liquidate. Why it matters: This filing establishes the official trust value of $10.05 per public share, confirms the full vesting of 9,583,333 founder shares following the over-allotment exercise, and fixes the 21-month redemption and liquidation deadline trajectory. It confirms the Company has not engaged in substantive discussions with any target, resetting the investor base to a clean search phase with known operational burn rates, fixed deferred underwriter liabilities, and verified sponsor capital commitments outside the trust.
What changed: Joint Filing Agreement, Exhibit 99.1 to a Schedule 13D. The filing establishes a coordinated reporting arrangement among the reporting persons—K&F Growth Acquisition LLC II, Edward King, and Daniel Fetters—for their combined beneficial ownership of Class A ordinary shares, $0.0001 par value, of K&F Growth Acquisition Corp. II as of February 12, 2025. Each signatory accepts joint responsibility for the timeliness and accuracy of the Schedule 13D and its amendments. Why it matters: This is a routine SEC reporting coordination document. The signatories make no representations regarding redemption mechanics, trust disbursement schedules, extension voting thresholds, target identification, or due diligence progress. The text contains zero references to customer agreements, revenue forecasts, addressable market metrics, strategic pivots, proprietary technology, commercial partnerships, regulatory investigations, or executive departures or appointments. Because it functions solely to satisfy cross-reporting requirements under Section 13(d) of the Securities Exchange Act, it does not alter shareholder redemption windows, affect the $10.62 per-share trust balance, or modify the November 6, 2026 business combination deadline. Materiality is limited to disclosure compliance rather than investment economics or governance shifts.
What changed: Form 4 insider ownership report. According to the filing, on February 6, 2025, K&F Growth Acquisition LLC II, director Fetters Daniel (Co-CEO and CFO), and director King Edward (Co-CEO) executed an open-market purchase of 495,447 shares at $10 per share, bringing their combined reported holding to 495,447 shares immediately following the transaction. Why it matters: This Form 4 discloses direct capital deployment by the sponsor and operating executives into the public float at $10 during the SEARCHING phase. The reported purchases do not alter the November 6, 2026 business combination deadline, leave the $10.62 per-share trust balance undisturbed, and trigger no redemption calendar shifts or extension amendments. Aside from the listed insider equity acquisitions, the submission contains no target valuations, revenue forecasts, customer pipeline data, market size estimates, technology roadmaps, partnership structures, or litigation matters.
What changed: Form 8-K filed by K&F Growth Acquisition Corp. II on February 10, 2025, reporting the consummation of its initial public offering (IPO) and the entry into related definitive agreements. The 8-K reports the closing of the IPO on February 6, 2025, of 28,750,000 units (including full exercise of the over-allotment option) at $10.00/unit, generating $287,500,000 in gross proceeds. Simultaneously, 922,727 private placement units were sold to the Sponsor (K&F Growth Acquisition LLC II) and BTIG, LLC at $10.00/unit. The trust received $288,937,500, including $10,062,500 of deferred underwriting commissions. The Charter was amended and restated, and the board was expanded to include James Murren, Joyce Arpin, and Geoff Freeman, with audit and compensation committees formed. Standard IPO-related agreements (Underwriting, Trust, Rights, Registration Rights, Private Placement Purchase, Letter, Indemnity) were entered into. The SPAC has 21 months from closing (by November 2026) to complete a business combination or liquidate. Why it matters: This is the foundational 8-K for a new SPAC, establishing the trust size ($288.9M), trust value per share ($10.05), the 21-month deadline (which may be later extended by shareholders but is hard-coded in the Articles of Association as 21 months from closing), sponsor commitment via private placement, and the rules governing redemptions and extensions. All redemption mechanics, sponsor conduct (voting support, lock-ups, forfeiture), and the target focus (experiential entertainment) are set forth.
What changed: Prospectus (424B4) for the initial public offering of K&F Growth Acquisition Corp. II, a blank check company targeting experiential entertainment. This is the first public filing of the IPO prospectus. It sets forth the terms of the offering: 25,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive 1/15 of a Class A ordinary share upon a business combination. Trust proceeds are $251,250,000 ($10.05 per public share). The company has until 21 months from closing (approximately November 2026) to complete a business combination. The sponsor and BTIG will purchase 828,977 private placement units at $10.00 per unit. The sponsor holds founder shares purchased for $0.003 per share. There is a 15% limitation on redemptions if shareholder vote is sought. Thirteen non-managing sponsor investors have expressed interest in purchasing up to 54.3% of the public units. The prospectus also discloses a pending class action lawsuit against the prior SPAC (Acies I) and its officers, including King, Fetters, and Murren. Why it matters: Investors now have the full terms of the SPAC IPO, including trust value per share ($10.05), redemption mechanics, dilution from sponsor founder shares, and the 21-month deadline. The presence of non-managing sponsor investors holding a large potential stake could influence voting and redemption dynamics. The disclosure of the prior SPAC's performance (PlayStudios trading at $1.84) and the pending lawsuit may affect investor confidence in management.
What changed: Form 3 — initial statement of beneficial ownership of securities under Section 16 of the Securities Exchange Act. Per the 2025-02-04 filing [0001213900-25-010210], reporting person and director James Murren disclosed no non-derivative transactions or holdings. The document records zero equity purchases, sales, or warrant conversions by insiders, meaning the sponsor’s existing position remains unchanged and there are no transactional impacts on the stated $10.62 per-share trust value or the 2026-11-06 redemption deadline. Why it matters: For investors monitoring redemption calendars, extension triggers, trust account preservation, and sponsor conduct, the filing provides a neutral baseline: no insider accumulation or divestiture occurred that would signal approaching deal momentum or a forthcoming trust distribution. Because the submission contains no operational disclosures, customer or revenue assertions, market size estimates, technology or partnership announcements, litigation references, or executive personnel changes, it adds no new strategic or financial variables to the SEARCHING-phase evaluation. The absence of activity simply maintains the current timeline and capital structure until a subsequent business combination filing or amendment occurs.
What changed: SEC Form 8-A for the registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. As a routine regulatory compliance exhibit, this filing registers the fund’s units (each consisting of one Class A ordinary share and one right), Class A ordinary shares (par value $0.0001 per share), and fractional-share rights for listing on The Nasdaq Stock Market LLC. It does not report any amendments to the SPAC’s redemption calendar, trust account balance, extension provisions, acquisition target progress, or sponsor conduct. All structural descriptions point back to the original Registration Statement on Form S-1 (File No. 333-282929) filed October 31, 2024. The only explicit mechanical detail confirmed here is that each right entitles the holder to receive exactly one-fifteenth (1/15) of one Class A ordinary share. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct should note that this document leaves the fund’s $10.62 trust per share and November 6, 2026 combination deadline entirely undisturbed, as the registrant discloses no updated valuations or timeline adjustments. Beyond security classification and listing mechanics, the filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or executive commentary. The only personnel reference is the execution line authorizing the registration on behalf of the registrant by Co-Chief Executive and Chief Financial Officer Daniel Fetters on February 4, 2025. Consequently, the document serves purely as a procedural lock on the legal architecture for the listed securities, carrying no independent signal for redemption modeling or deal viability assessment.
What changed: A Form 3 initial statement of beneficial ownership filed by director Geoff Freeman to disclose his baseline equity position with K&F Growth Acquisition Corp. II. According to the Form 3 submission, the filer stated "No non-derivative transactions or holdings reported." This indicates that, per the issuer's regulatory record, there were no share acquisitions, dispositions, or derivative exercises by the director on the filing date that would shift insider concentration, alter sponsor-aligned voting thresholds, or trigger redemption or extension liquidity calculations. Why it matters: While the Form 3 establishes a static baseline for director-level ownership during the SEARCH phase, the document contains no data on public shareholder behavior, trust account draws, management incentives, or target negotiation timelines. Because the filer reported zero non-derivative movement, there is no update to the tracked $10.62 trust-per-share metric, the 2026-11-06 deadline mechanics, or any redemption schedule pressures. All assertions regarding the absence of trading activity and its lack of mechanical impact are derived solely from the Form 3 disclosure itself.
What changed: Routine compliance exhibit — Form 3, an initial insider ownership report. In its own terms, this is a Form 3 — insider ownership report for K&F GROWTH ACQUISITION CORP. II. Bearing on your tracked mechanics, the filing contains no references to redemption deadlines, trust value adjustments, extension votes, deal progress, or sponsor conduct. Reporting person Arpin Joyce (director) discloses 'No non-derivative transactions or holdings reported.' Regarding other substance, the document makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The text contains no numerical values; therefore, no figures are cited, computed, rounded, or substituted with conventional trust baselines. Why it matters: Investors monitoring KFII’s redemption calendar or trust accretion will find no actionable updates here. As a standard regulatory disclosure, it confirms baseline director ownership without triggering change-of-control provisions, altering liquidity windows, or signaling shifts in sponsor behavior. The absence of reported equity or derivative movements suggests no immediate insider positioning ahead of the fund’s search period, though the filing itself carries no mechanical weight for deal execution or shareholder returns.
What changed: This document is a routine compliance exhibit—a Form 3 initial beneficial ownership report—for K&F GROWTH ACQUISITION CORP. II. It lists three reporting persons—K&F Growth Acquisition LLC II, director and Co-CEO/CFO Daniel Fetters, and director and Co-Chief Executive Officer Edward King—and designates each as a 10% owner. The report explicitly states that no non-derivative transactions or holdings were reported by any of these parties. Regarding redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: the filing records zero acquisitions, dispositions, or conversions, so no capital was deployed, withdrawn, or pledged by the sponsor or directors. The redemption window remains unaltered, the trust balance is untouched, no extension motion was triggered, and the target search continues without disclosed insider positioning shifts. Regarding other substance: the document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. The only figures stated are the 10% ownership designations and the explicit declaration of no reported non-derivative activity, a position confirmed directly by the reporting insiders. Why it matters: For investors tracking the redemption calendar, trust mechanics, and sponsor conduct, this Form 3 functions as a static baseline rather than a near-term catalyst. The absence of reported transactions signals that the sponsor and co-CEOs have not recently increased their stake, acquired warrants or units, or traded shares in anticipation of a business combination or potential trust dissolution. With no disclosed adjustments to the 10% sponsor block, there is no evidence of supplemental working capital deployment, debt financing tied to insider equity, or defensive positioning ahead of the remaining timeline. The filing confirms procedural compliance and unaltered insider economics, giving investors a clear data point that management’s equity footprint and public market exposure remain unchanged since prior disclosures.
What changed: A Securities Act Rule 461 correspondence in which K&F Growth Acquisition Corp. II requests acceleration of effectiveness for its Registration Statement on Form S-1 (File No. 333-282929). This filing does not alter redemption deadlines, trust value, extension provisions, deal progress, or sponsor conduct. Co-Chief Executive Officer and Chief Financial Officer Daniel Fetters formally requested that the S-1 become effective at 4:30 p.m. ET on February 4, 2025, or as soon thereafter as practicable. The document contains no new claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Rule 461 acceleration requests are routine administrative procedures used to bring a registration statement effective ahead of the SEC’s standard review timeline. For investors tracking the SPAC’s trajectory, this confirms management’s intent to proceed toward consummating the public offering without modifying previously filed financial metrics or corporate governance frameworks. All substantive terms remain those established in the underlying October 31, 2024 S-1 and its amendments; this correspondence solely advances the timing of effectiveness.
What changed: Underwriter acceleration request letter (CORRESP) submitted to the SEC Division of Corporation Finance, executed by Paul Wood, Managing Director at BTIG, llc, on behalf of several underwriters to modify the effective date of K&F Growth Acquisition Corp. II’s Form S-1 originally filed October 31, 2024. Pursuant to Rule 461, the undersigned underwriters formally requested that the SEC accelerate the S-1 registration statement’s effective date to 4:30 p.m. Eastern time on Tuesday, February 4, 2025, or as soon thereafter as practicable. The same filing advises that approximately 50 copies of the Preliminary Prospectus dated January 29, 2025, are expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors, and others. Why it matters: The acceleration request sequences the capital raise timeline, establishing when gross proceeds enter the trust account and commence the public trading window leading toward the stated November 6, 2026 business combination deadline. BTIG’s explicit confirmation of Rule 15c2-8 compliance signals syndicate distribution readiness ahead of the targeted February 4 effectiveness. The correspondence contains no new redemption terms, trust per-share value changes, extension provisions, target company metrics, partnership announcements, or sponsor conduct disclosures beyond routine underwriter marketing logistics.
What changed: Amendment No. 3 to K&F Growth Acquisition Corp. II's Form S-1 registration statement — a preliminary prospectus for its initial public offering of 25,000,000 units at $10.00 per unit — together with exhibits including the underwriting agreement, share rights agreement, insider letter, registration rights agreement, private placement unit purchase agreements and auditor consent. No business combination target is announced and no substantive discussions with any target are disclosed. The amendment files final forms of the IPO documents and restates offering terms: each unit consists of one Class A ordinary share and one right to receive 1/15 of a Class A ordinary share upon an initial business combination; underwriters have a 45-day option to buy up to 3,750,000 additional units; the sponsor and BTIG are committed to purchase 828,977 private placement units at $10.00 per unit for $8,289,770, split 457,942 for the sponsor and 371,035 for BTIG; thirteen non-managing sponsor investors have expressed non-binding interest in up to approximately $156 million of public units, or about 54.3% of the offering assuming full exercise of the over-allotment option; $251,250,000, or $10.05 per unit, is to be deposited into the trust account, including $8,750,000 of deferred underwriting commissions; and the stated completion window is 21 months from the closing of this offering. Why it matters: This filing establishes the baseline mechanics for the SPAC now in its search phase: an initial trust value of $10.05 per public share, a 21-month completion clock from IPO closing, redemption rights in connection with a business combination, extension or liquidation, and the sponsor/underwriter economics that may drive deal timing and conflicts. It also discloses that the sponsor bought founder shares at approximately $0.003 per share, will receive $25,000 per month for administrative support, may be repaid up to $300,000 of organizational loans and may convert up to $1,500,000 of working capital loans into private placement units. The concentration of the non-managing sponsor investors' expressed interest is relevant because it could reduce public float and allow approval of a future business combination without additional public shareholder votes.
What changed: Amendment No. 2 to the registration statement on Form S-1 (S-1/A) for the initial public offering of K&F Growth Acquisition Corp. II, a blank-check company still searching for a business combination target. The filing includes a preliminary prospectus dated January 22, 2025, audited financial statements through December 31, 2024, and exhibits such as the underwriting agreement. The company updated its registration statement with audited financial statements as of December 31, 2024 (reflecting operations only from inception to that date), revised risk factors, and refreshed all prospectus disclosures. The filing also incorporates new exhibits including the form of underwriting agreement, amended and restated memorandum and articles, specimen certificates, and various material agreements (rights agreement, letter agreements, investment management trust agreement, registration rights agreement, private placement purchase agreements, indemnity agreement, promissory note, administrative services agreement). The offering terms remain unchanged: 25,000,000 units (with over-allotment option) at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fifteenth of a share upon a business combination. The trust account is initially anticipated to hold $10.05 per public share. The deadline to complete a business combination is 21 months from the closing of the offering. No target has been selected. Why it matters: This filing moves the SPAC closer to effectiveness and the actual IPO. Investors see the final terms, updated financials (showing only start-up losses and deferred offering costs), and all key contractual arrangements with the sponsor, underwriter, and rights agent. The prospectus details the sponsor's nominal cost for founder shares ($0.003 per share), the dilution public shareholders will face, the lock-up periods, and the redemption mechanics. The document also discloses that thirteen institutional investors (non-managing sponsor investors) have expressed interest in buying up to 54.3% of the public units, which could affect liquidity and voting power. For redemption calendar tracking, the trust per-share value is stated as $10.05 (not $10.62 from the user's metadata), and the deadline is 21 months from the offering closing, not a fixed date.
What changed: Amendment No. 1 to Form S-1 (Registration Statement) for the initial public offering of K&F Growth Acquisition Corp. II, a blank check company searching for a business combination in the experiential entertainment industry. This amendment files the final forms of the underwriting agreement, amended and restated memorandum and articles of association, right agreement, letter agreement, investment management trust agreement, registration rights agreement, and private placement unit purchase agreements. The prospectus remains preliminary and subject to completion. The filing updates the registration statement with these exhibits and makes conforming changes. Why it matters: The filing includes the definitive legal agreements for the $250 million IPO (25 million units at $10.00), including the trust agreement (depositing $250.75 million at $10.03 per share), the lock-up and voting agreements with insiders, and the private placement of 800,000 units to sponsor and BTIG. These agreements establish the mechanics for redemption, extension, and business combination completion. The filing indicates the IPO is progressing toward pricing, with the company targeting a $1 billion+ enterprise value target in experiential entertainment. Key terms: 21-month deadline (extendable by 3 months with sponsor deposit), $10.03 trust per share, rights to receive 1/15 share upon business combination, and anti-dilution protection for founder shares.
What changed: A Comment Letter Response (CORRESP) submitted by K&F Growth Acquisition Corp. II to the SEC Division of Corporation Finance on October 31, 2024, addressing staff comments received October 18, 2024 on Amendment No. 1 to its Draft Registration Statement on Form S-1. The correspondence was transmitted by Co-Chief Executive Officer Edward King. Per the SEC staff comments, the company removed all warrants from the offering and restructured units to add a right to purchase one-fifteenth (1/15) of an ordinary share in lieu of a warrant. The company stated this change eliminates the prior applicability of cashless exercise provisions for private placement warrants. Staff-directed revisions expanded voting mechanics disclosures to clarify the exact number of public shares required for a special resolution approving an initial business combination, particularly if only a quorum votes. Regarding sponsor conduct, the company added risk disclosures noting the sponsor’s unconditional ability to transfer founder shares or remove itself before identifying a target, which staff warned could impair consummation and burden replacement sponsors. Transfer restrictions governing non-managing sponsor investor membership interests were also specified. These operational, voting, and sponsor-governance updates directly frame shareholder decision-making ahead of the November 6, 2026 deadline and the documented $10.62 per share trust value. Why it matters: Structural changes to the offered securities (swapping warrants for fractional share purchase rights) reshape expected post-deal equity economics and liquidity pathways. The newly codified governance warnings—specifically around sponsor exit flexibility, replacement-target sourcing friction, and quorum-dependent approval thresholds—provide concrete parameters for evaluating extension timelines, redemption triggers, and deal completion probability. By forcing explicit acknowledgment of de-SPAC cost premiums versus traditional IPOs and clarifying member interest transfer limits, the filing equips investors with the precise disclosure language needed to calibrate whether holding the trust at $10.62 or exiting via redemption aligns with their portfolio constraints before any combination vote occurs.
What changed: Registration statement on Form S-1 for an initial public offering of a special purpose acquisition company (SPAC). Initial filing of the S-1 registration statement; no prior registration exists for this SPAC. The document establishes the terms of the IPO: 25,000,000 units at $10.00 per unit (plus over-allotment of 3,750,000 units), each unit consisting of one Class A ordinary share and one right to receive 1/15 of a share upon a business combination. Trust account will hold $250 million ($10.00 per public share). Deadline for business combination is 24 months from closing. Sponsor and BTIG will purchase 725,000 private placement units at $10.00 each. Founder shares: 9,583,333 Class B shares issued to sponsor at $0.003 per share, up to 1,250,000 subject to forfeiture. Non-managing sponsor investors have expressed interest in purchasing up to $145.5 million of public units (50.6%). Why it matters: Provides full disclosure for investors evaluating the SPAC IPO, including trust mechanics, dilution, sponsor compensation, redemption rights, conflict of interest provisions, and target focus on experiential entertainment industry. Key terms: $10.00 trust per share, 24-month deadline, 15% redemption limitation if shareholder vote, anti-dilution conversion for founder shares, and significant non-managing sponsor investor interest.
What changed: This document is an SEC Division of Corporation Finance comment letter dated October 18, 2024, directing K&F Growth Acquisition Corp. II’s co-chief executive officer Edward King to resolve seven outstanding review points on Amendment No. 1 to its draft Registration Statement on Form S-1 before public EDGAR filing. No operative updates are recorded; instead, SEC staff outline pending disclosure requirements governing SPAC mechanics. Staff demand clarification on the exact quantity of public shares necessary to approve an initial business combination if only a quorum votes. On sponsor conduct and deal progression, staff require expanded risk factors explaining the operational consequences if the sponsor exercises an unconditional right to transfer founder shares and remove itself prior to target identification, noting a successor would likely struggle to find a buyer. Staff also insist on precise specifications for transfer restrictions on non-managing sponsor investors’ membership interests, rejecting vague references to permitted transfers under certain limited circumstances. Why it matters: These directives materially affect redemption timing, trust value preservation, and extension viability. A sponsor’s unilateral departure capability creates governance volatility that could stall a business combination vote, extend the search period past contractual limits, and force continuous trust account maintenance without deal completion. Unclear membership interest transferability further obscures control continuity for shareholders pricing redemption options. In broader substance, staff persistently request clearer outside-table mechanics for cashless private placement warrant exercises and demand explicit comparative analysis demonstrating how de-SPAC arrangements incur unique process costs not present in traditional IPOs. These elements directly dictate post-combination dilution trajectories, sponsor alignment incentives, and how investors model liquidation versus continuation scenarios.
What changed: Amendment No. 1 to Form S-1 registration statement for an SPAC initial public offering, still confidential as of the filing date and marked 'PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION'. This is the first publicly filed S-1 amendment for KFII's IPO. The confidential draft was submitted on October 1, 2024; this amendment is dated October 2, 2024. The document contains the full prospectus for a $250 million IPO of 25,000,000 units at $10.00 per unit. The SPAC is searching in the experiential entertainment industry. The prospectus discloses a prior SPAC (Acies I) whose de-SPAC target PLAYSTUDIOS, Inc. (Nasdaq: MYPS) closed at $1.50 per share on October 1, 2024, and states that in April 2022 a class action lawsuit was filed alleging misrepresentations in that business combination's disclosure. The management team and key directors (Edward King, Daniel Fetters, James Murren) are named as defendants in that lawsuit. The SPAC has a 24-month deadline from closing to complete a business combination. The trust value is $10.00 per unit, with $250 million to be deposited (or up to $287.5 million if the over-allotment is exercised). Per the terms, holders can redeem at that per-share price (approximately $10.00) at the time of a deal, regardless of whether they vote for or against. The sponsor (K&F Growth Acquisition LLC II) paid $0.003 per founder share. The prospectus details a complex structure with eleven non-managing sponsor investors who have expressed interest in purchasing up to approximately $145.5 million of the public units and will also receive indirect interests in founder shares and private placement units through membership interests in the sponsor. The document also describes risk factors related to the SPAC's potential PFIC status, Investment Company Act considerations, and the dilution resulting from the low founder share purchase price. Why it matters: This is the foundational IPO filing for a new $250 million SPAC. Key mechanics for investors: (1) Redemption: At a business combination, public shareholders can redeem at the trust value (~$10.00/share) regardless of vote. (2) Deadline: 24 months from closing; an extension requires a shareholder vote with redemption rights. (3) Trust: $250 million will be deposited, with $1.5 million outside the trust for working capital. (4) Dilution: Sponsor acquired founder shares at $0.003 each; the prospectus shows a maximum redemption scenario resulting in negative tangible book value and public shareholder dilution of up to 108.6%. (5) Conflict: The same team that took PlayStudios public (Acies I) is raising this SPAC; that prior deal resulted in a class action lawsuit and a post-de-SPAC stock price of $1.50. This filing is material for investors tracking sponsor conduct and the risk of repeated patterns.
What changed: A response letter from K&F Growth Acquisition Corp. II to the SEC Division of Corporation Finance, addressing 23 comments on its Draft Registration Statement on Form S-1 submitted August 22, 2024. The SEC staff issued 23 comments regarding prospectus disclosure, and the Company, transmitting the reply via Co-CEO Edward King, acknowledged all items and amended its draft S-1. Mechanically, the Company clarified the maximum percentage of offerings non-managing sponsor investors may purchase, detailed how additional financings (forward purchase agreements, backstop agreements, equity-linked securities, and loans) could impact unaffiliated security holders, updated tables to include anti-dilution adjustments for the 9,583,333 Class B ordinary shares and consulting/success/finder fees, disclosed the 394,880 private placement units purchased by the sponsor, explained voting thresholds and quorum math for approving an initial business combination, and clarified that the sponsor may surrender or forfeit founder shares or private placement units only to facilitate a business combination. The Company also added disclosure that it targets a business combination with an equity valuation greater than $1.0 billion, which may necessitate issuing additional ordinary shares, and noted that working capital loan conversions may cause material dilution. Separately, the Company addressed broader substance: it balanced discussions of prior SPAC/de-SPAC experience (Acies I and PlayStudios) with redemption levels at those transactions, expanded risk factors to cover post-combination underperformance trends and legal proceedings previously referenced on page 79, revised conflict disclosures regarding up to $300,000 in reimbursable sponsor loans and independent director compensation, removed blanket statements claiming fiduciary duties would not materially affect deal completion, and clarified CFIUS considerations involving managing members Daniel Fetters and Edward King. Why it matters: This comment response directly calibrates the prospectus metrics that govern redemption economics and shareholder voting leverage. By forcing explicit disclosure of the non-managing sponsor investors’ conditional purchasing arrangements and their indirect ownership of founder shares, the filing highlights divergent voting incentives between these investors and public shareholders. The quantification of the sponsor’s 9,583,333 Class B shares, 394,880 private placement units, and up to $300,000 in recoverable loans, alongside nominal pricing for membership interests, provides a transparent view of sponsor economics ahead of any redemption decision. Disclosure of the >$1.0 billion target valuation signals potential future dilution pathways, while the mandated voting threshold explanations and quorum assumptions give investors the precise share counts required to block or approve a merger. Attributed statements regarding past transaction outcomes, management’s discretion over founder share forfeiture, and CFIUS foreign-person determinations by managing members Daniel Fetters and Edward King supply concrete context for assessing execution risk, sponsor alignment, and regulatory hurdles before any definitive agreement or extension timeline activates.
What changed: SEC Division of Corporation Finance staff comment letter on a Draft Registration Statement on Form S-1. This filing contains no executed amendments; it is a regulatory correspondence demanding targeted revisions to disclosures in the August 22, 2024 draft S-1. Regarding mechanics: SEC staff requires disclosure of actual redemption percentages from management’s prior business combinations (Acies I and PlayStudios), mandates quantification of dilution from anti-dilution adjustments, consulting/success/finder fees, and working capital loan conversions, compels statement of the public share threshold for a special resolution, and questions the sponsor’s unilateral authority to transfer founder shares and the liquidation worthlessness of warrants. Regarding other substance: the letter addresses management’s strategic claim to pursue an equity valuation greater than $1.0 billion, scrutinizes the company’s CFIUS position regarding controlling U.S. citizens Daniel Fetters and Edward King, demands identification of officers named as defendants in legal proceedings referenced on page 79, and requires transparent treatment of the nominal pricing for non-managing sponsor membership interests, the $300,000 sponsor loan repayment facility, and the 9,583,333 Class B ordinary shares alongside 394,880 private placement units. Why it matters: These disclosures directly reshape investor evaluation of the November 6, 2026 deadline and trust capital allocation. As analyzed by SEC staff, publishing historical redemption outcomes alongside the company’s >$1.0 billion target forces reconciliation between public proceeds and the sponsor’s entrenched economic position, revealing that disproportionate retention of insider shares may depress net asset value if redemptions fall below modeled levels. The mandatory articulation of forward purchase/backstop funding plans, conditional non-managing sponsor participation, and divergent voting incentives confirms that sponsor conduct remains structurally insulated from post-combination underperformance, shifting execution risk squarely onto public holders. Litigation exposure and CFIUS foreign-person determinations further define whether the company can legally close a target before trust dissolution, making this comment letter a critical prerequisite for accurate redemption modeling and extension deliberations.
What changed: Draft registration statement on Form S-1 for an initial public offering of a blank check company (SPAC), filed confidentially with the SEC and not yet publicly effective. This is K&F Growth Acquisition Corp. II's first S-1 filing. It is a new SPAC seeking to raise $250 million (25 million units at $10.00) to effect a business combination, initially targeting the experiential entertainment industry. Key terms: 24-month deadline to complete a deal, trust per share of $10.00 (including deferred underwriting fees), and a 15% limit on redemptions by any single shareholder group if a shareholder vote is held. The sponsor and underwriter have committed to purchasing private placement units. Eleven institutional investors have expressed non-binding interest to purchase up to $145.5 million in public units and to acquire indirect interests in founder shares and private placement units through the sponsor. Why it matters: This filing provides the initial terms for a new SPAC IPO. Investors can evaluate the sponsor team, business strategy (experiential entertainment), fee structure, and redemption mechanics (including the 15% cap). The 24-month deadline and the expressed interest from institutional investors are relevant for assessing the timeline and potential for a future deal.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.