UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
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area code:
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| of the initial business combination | The Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On September 18, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued two separate unsecured promissory notes (the “Notes”) to each of Daniel Fetters and Edward King (collectively, the “Payees”), in total principal amounts of $300,000 and $300,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the Maturity Date (as defined below), will be used by the Company for working capital purposes.
The Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial business combination (the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity Date”). In the event that the Company does not consummate a Business Combination, the Notes will be repaid only from amounts remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its securities (the “IPO”), if any.
If, prior to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion Unit”), each consisting of one Class A ordinary share and one right to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of the Business Combination. The Conversion Units shall be identical to the units issued by the Company in a private placement upon consummation of its IPO. The Conversion Units and their underlying securities are entitled to the registration rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of February 4, 2025.
A failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.
The disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Promissory Note. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| K&F Growth Acquisition Corp. II | ||
| By: | /s/ Edward King | |
| Name: | Edward King | |
| Title: | Co-Chief Executive Officer | |
Dated: September 21, 2026
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