K&F Growth Acquisition Corp. II

DEF 14A 1 ea0307788-def14a_kfgrow2.htm DEFINITIVE PROXY STATEMENT

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SUBJECT TO COMPLETION, DATED OCTOBER 6, 2026

Dear K&F Growth Acquisition Corp. II Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the "Meeting") of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the "Company"), which will be held on November 3, 2026, at 11 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.

Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to vote your shares by submitting a proxy card or online by visiting www.cstproxyvote.com.

The accompanying proxy statement (the "Proxy Statement") is dated October 6, 2026 and is first being mailed to shareholders of the Company on or about October 16, 2026. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information about the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposals (the "Proposals"):

1. Proposal One - Extension Amendment Proposal - To approve, by way of special resolution, an amendment to the Company's amended and restated memorandum and articles of association currently in effect (the "Amended and Restated Charter") to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "Business Combination") to February 7, 2028 (or such earlier date as determined by the Board of Directors of the Company (the "Board")) (the " Extension ,"and such later date, the" Extended Date ", and this proposal, the "Extension Amendment Proposal"));

2. Proposal Two - Auditor Ratification Proposal - To ratify, by way of ordinary resolution, the selection by the Board's audit committee of WithumSmith+Brown, PC ("Withum") to serve as the Company's independent registered public accounting firm for the year ending December 31, 2026 (the "Auditor Ratification Proposal"); and

3. Proposal Three - Adjournment Proposal - To approve, by way of ordinary resolution, the adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing Proposals (the "Adjournment Proposal").

The Company's final prospectus filed in connection with the Company's initial public offering that was consummated on February 6, 2025 (the "IPO"), which was filed with the SEC on February 6, 2025 (File No. 333- 282929) and the Amended and Restated Charter provides that the Company has until November 6, 2026 (21 months after the consummation of the IPO) (the "Combination Period") to complete an initial business combination ("Business Combination").

While the Company currently has until the end of the Combination Period to consummate a Business Combination, the Board believes that there will not be sufficient time before the end of the Combination Period to consummate a Business Combination. Accordingly, the Board believes that, in order to be able to consummate a Business Combination, the Company will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that the Company will not, despite its best efforts, be able to consummate a Business Combination before the end of the Combination Period. If that were to occur, the Company would be precluded from completing a Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to consummate a Business Combination to the Extended Date. The Company cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below). If the Extension Amendment Proposal is effective, depending on the level of Extension Redemptions (as defined below), the amount remaining in the Trust Account may be significantly less than the approximately $308,107,083 that was in the Trust Account as of October 5, 2026.

As contemplated by the Amended and Restated Charter, the holders (the "Public Shareholders") of the Class A ordinary shares of the Company, par value $0.0001 per share (the "Class A Ordinary Shares") included as part of the units (the "Public Units" and the shares included within the Public Units, the "Public Shares") sold in the IPO, may elect (the "Election") to redeem their Public Shares, upon the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the "Trust Account"), including interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of Public Shares then in issue, subject to applicable law (the "Extension Redemptions"), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date in accordance with the terms of the Amended and Restated Charter. Such redemption rights are not available to K&F Growth Acquisition LLC II (the "Sponsor"), all shareholders of the Company immediately prior to the consummation of the Company's initial public offering (the "Founders") and the officers and directors of the Company.

The Sponsor currently holds (i) 9,583,333 of the Company's Class B ordinary shares, par value $0.0001 per share (the "Founder Shares" or " Class B Ordinary Shares ,"and together with the Class A Ordinary Shares, the" Ordinary Shares ), and (ii) 495,447 private placement units (the "Private Placement Units"), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the "Private Placement"). As of the Record Date (as defined below), there were 29,672,727 Class A Ordinary Shares and 9,583,333 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 25.0% of the total issued and outstanding Ordinary Shares, including the Ordinary Shares which are part of the Private Placement Units.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 30, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR PUBLIC SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY'S DEPOSIT WITHDRAWAL AT CUSTODIAN ("DWAC") SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

As of October 5, 2026, based on funds in the Trust Account of approximately $308,107,083 as of such date, the pro rata portion of the funds available in the Trust Account for the Extension Redemptions was approximately $10.716 per Public Share (before taking into account the removal of the interest in the Trust Account to pay the Company's income taxes). The closing price of the Class A Ordinary Shares as reported on the Capital Market tier of the Nasdaq Stock Market ("Nasdaq") on October 2, 2026 was $10.68. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. The Company believes that such redemption right enables its Public Shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the Business Combination on or before November 6, 2026.

If the Extension Amendment Proposal is approved, the Board will continue to have the right, without any further action by the Company's shareholders, to decide to liquidate the Company at any time prior to the Extended Date.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies.

If the Extension Amendment Proposal is not approved, or the Company is otherwise unable to complete the Extension, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (less income taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining shareholders and the Board, liquidate and dissolve, subject in the each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and the Company's officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units. As a consequence, a liquidating distribution from the Trust Account will be made only with respect to the Public Shares. The holders of the Public Shares will thereafter have no further rights to liquidating distributions from the Company's remaining assets.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

The Board has fixed the close of business on October 8, 2026 as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof (the "Record Date"). Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

You are not being asked to vote on the Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not elect to redeem your Public Shares in the Extension Redemptions, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

The Company believes that it is in the best interests of the Company that the (i) Company obtains the Extension, and (ii) selection of Withum as the Company's independent registered public accounting firm for the year ending December 31, 2026 is ratified. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote "FOR" such Proposals .

Under the Amended and Restated Charter, no other business may be transacted at the Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and submit your proxy. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Meeting.

October 6, 2026 By Order of the Board of Directors

Your vote is very important . Whether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please submit your proxy card as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes that are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting or any adjournment thereof. The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. Accordingly, if you fail to vote in person or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are approved by the requisite majorities. Abstentions and broker non-votes will also not be counted for the purpose of determining whether the Proposals are approved by the requisite majorities; however, abstentions and broker non-votes will be considered present for purposes of establishing a quorum. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to be held on November 3, 2026: This Notice of Meeting, the 2025 Annual Report, and the accompanying Proxy Statement are available at https://www.cstproxy.com/kfacquisitionii/2026 .

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of K&F Growth Acquisition Corp. II: