UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 28, 2026

K&F Growth Acquisition Corp. II

(Exact name of registrant as specified in its charter)

1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 310-545-9265

Not Applicable

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

Form of Non-Redemption Agreement

In connection with the EGM (as defined below), K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and K&F Growth Acquisition LLC I (the “Sponsor”) entered into non-redemption agreements (the “Non-Redemption Agreements”) with one or more investors with respect to the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), issued in the Company’s initial public offering (the “Public Shares”). Pursuant to such Non-Redemption Agreements, the Company agreed that the Company or any successor to the Company (the “Surviving Company”) would issue, in connection with the consummation of an initial business combination, to such investors up to (i) one (1) ordinary share or one (1) share of common stock, as the case may be, of the Surviving Company (“Surviving Company Shares”) per six (6) Public Shares held by such investor that the investor agrees not to redeem in connection with the EGM if the initial business combination is completed on or prior to May 6, 2027 plus (ii) if the Company’s initial business combination is consummated after May 6, 2027, one (1) additional Surviving Company Share per thirty (30) Public Shares held by such investor that the investor agrees not to redeem in connection with the EGM. The Company and the Sponsor may enter into additional non-redemption agreements on substantially similar terms in connection with the EGM.

The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Amendment Proposal (as defined below) is approved by the Company’s shareholders, but are expected to increase the amount of funds that remain in the Company’s trust account established in connection with Company’s initial public offering following the EGM.

Issuance of Surviving Company Shares to an Investor pursuant to the Non-Redemption Agreements is conditioned on (i) the consummation of the Company’s initial business combination and (ii) the investor executing a joinder to the Registration Rights Agreement, dated February 4, 2025, by and among the Company, the Sponsor and BTIG, LLC.

A Non-Redemption Agreement shall terminate on the earlier of (i) the failure of the Company’s shareholders to approve the Extension Amendment Proposal at the EGM, (ii) the Company’s determination not to proceed with the Extension (as defined below), (iii) the fulfillment of all obligations of parties to the Non-Redemption Agreements, (iv) the liquidation or dissolution of the Company, (v) the mutual written agreement of the parties or (vi) if the applicable investor exercises its redemption rights with respect to any non-redeemed Shares in connection with the EGM and such non-redeemed Shares are actually redeemed.

The foregoing summary of the Non-Redemption Agreements does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached hereto as Exhibit 10.1, which is incorporated herein by reference.

Item 8.01 Other Events

Postponement of Shareholders Meeting

The Company has determined to further postpone the extraordinary general meeting in lieu of an annual general meeting of the shareholders of the Company (the “EGM”), originally scheduled to occur on Tuesday, November 3, 2026 to Wednesday, November 4, 2026, at 11:00 a.m., Eastern Time. The Meeting will be held at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105. The deadline by which shareholders must exercise their redemption rights in connection with the vote to approve the Extension Amendment Proposal at the EGM has been further extended to Monday, November 2, 2026, at 5:00 p.m., Eastern Time.

Filing of Proxy Supplement

On October 28, 2026, the Company filed a supplement (the “Supplement”) to its proxy statement in connection with EGM to modify Proposal One (the “Extension Amendment Proposal”) to change the end date of the proposed extension period (the “Extension Amendment”) so that the proposed end date of the Extension Amendment will no longer be February 7, 2028, but will instead be August 6, 2027.

A copy of the Supplement is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Additional Information about the Potential Business Combination and Where to Find It

The Company filed a definitive proxy statement (as amended and supplemented, the “Extension Proxy Statement”) with the SEC and mailed the same to the Company shareholders on or about October 16, 2026 in connection with the Company’s solicitation of proxies for the vote by the Company shareholders to approve an amendment to its amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination (the “Extension”). The Company may also file other relevant documents regarding the Extension with the SEC. This current report on Form 8-K does not contain all the information that should be considered concerning the Extension and is not intended to form the basis of any investment decision or any other decision in respect of the Extension. Before making any voting or investment decision, investors, security holders of the Company and other interested persons are urged to read the Extension Proxy Statement and any amendments or supplements thereto when available in connection with the Company’s solicitation of proxies for its extraordinary meeting of shareholders to be held to approve the Extension, because these documents will contain important information about the Company and the Extension.

Participants in the Solicitation  

The Company, David’s Bridal, Inc (“David’s Bridal”) and Pearl (the wedding planning, media and commerce division of David’s Bridal) and their respective directors, managers and executive officers, under SEC rules, may be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the potential business combination and/or in connection with the Extension. A list of the names of such directors and executive officers and information regarding their interests in the potential business combination will be included in the registration statement to be filed in connection with the potential business combination when available. A description of the interests of the Company’s directors and executive officers in the Company is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Directors, Executive Officers and Corporate Governance” of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the business combination will be set forth in the Registration Statement, when available.  To the extent that holdings of the Company’s securities have changed from the amounts reported in the Company’s filings with the SEC, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC.  

No Offer or Solicitation  

This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.

Forward-Looking Statements

This Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this Form 8-K are forward-looking statements. When used in this Form 8-K, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of the Company’s management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” section of the Company’s Proxy Statement, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and initial public offering prospectus. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

Dated: October 30, 2026

ATTACHMENTS / EXHIBITS

FORM OF NON-REDEMPTION AGREEMENT

PROXY SUPPLEMENT DATED OCTOBER 28, 2026