Financial Overview - The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Public Units at $10.00 per unit[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 per unit[21]. - A total of $288,937,500, including net proceeds from the IPO and part of the Private Placement, was placed in a Trust Account[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The company has approximately $577,446 available outside the Trust Account to cover costs associated with its dissolution plan as of December 31, 2025[110]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025, but this amount may be reduced due to creditor claims[111]. - The company incurred a net cash used in operating activities of $849,099 for the year ended December 31, 2025, influenced by operational costs and interest income[179]. - The company has no long-term debt or capital lease obligations, with administrative service fees incurred amounting to $275,000 as of December 31, 2025[188]. Business Combination Details - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account funds[23]. - The company has until November 6, 2025, to complete its initial Business Combination, with the option to seek shareholder approval for extensions[55]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity, provided it maintains a controlling interest[58]. - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, with a redemption price of approximately $10.43 per share[56]. - The company may face competition from other SPACs for attractive target businesses, which could impact acquisition terms[50]. - The company may not complete the initial Business Combination if the cash required for redemptions exceeds the available cash[87]. - The company may continue to seek a Business Combination with a different target if the initial Business Combination is not completed[106]. - The company may seek additional financing through private offerings of debt or equity securities to complete its initial Business Combination, which could lead to significant dilution for Public Shareholders[63]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The management team emphasizes a resolute focus on value creation through operational improvements and strategic realignment[39]. - The company has a vast network of relationships that may facilitate acquisition opportunities not available to others[38]. - The company intends to leverage its expertise to assist private companies in transitioning to public markets and optimizing capital structures[40]. - Edward King and Daniel Fetters serve as Co-CEOs, both with over 20 years of investment banking experience, focusing on the gaming and entertainment sectors[207][208]. - James Murren, a director since February 2025, previously led MGM Resorts, increasing enterprise value by nearly $20 billion and annual revenue by over $5 billion during his tenure[210][211]. - Joyce Arpin, a director since February 2025, has 20 years of experience in finance, including roles at Caesars Entertainment and International Game Technology[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry and has a history of leadership in the gaming sector[213]. - The Board of Directors consists of five members, divided into three classes, with each class serving a three-year term[217]. - The company has established an Audit Committee and a Compensation Committee, both required to be composed solely of independent directors[219]. Risks and Challenges - The company may experience significant dilution for public shareholders due to the conversion of Founder Shares and Private Placement Units[29]. - The company may face risks due to a lack of business diversification, as success may depend entirely on the performance of a single business post-Business Combination[70]. - There is no assurance that key personnel will remain in senior management positions after the Business Combination, which could impact the company's operations[72]. - The company may face challenges in completing its initial Business Combination due to increased competition for attractive targets and potential negative perceptions of SPAC mergers[131]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential needs for additional financing and deadlines for liquidating its Trust Account[143]. - The company may face conflicts of interest due to its officers and directors having fiduciary or contractual obligations to other entities[140]. - The company is subject to competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[120]. Shareholder Matters - Shareholder approval may be sought for the initial Business Combination, but the company may also conduct redemptions without a shareholder vote under certain conditions[76]. - A minimum of 33.22% (9,550,251 shares) of the 28,750,000 Public Shares is needed for an Ordinary Resolution to approve the initial Business Combination[93]. - If a Special Resolution is required, approximately 55.97% (16,091,927 shares) of the Public Shares must be voted in favor[93]. - Public Shareholders are restricted from redeeming more than 15% of the Public Shares sold in the Initial Public Offering without prior consent[100]. - The company intends to require Public Shareholders to deliver their share certificates or electronically transfer their shares to exercise redemption rights[102]. - A nominal fee of approximately $100.00 may be charged by the transfer agent for processing redemptions[103]. - If the initial Business Combination is not approved, Public Shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the Trust Account[105]. - The absence of a specified maximum redemption threshold may allow the company to complete its initial Business Combination even if a substantial majority of Public Shareholders do not agree[135]. Market and Economic Conditions - The geopolitical conditions, including the Russia-Ukraine conflict and tensions in the Middle East, may adversely affect the company's ability to find a Business Combination target[148]. - Recent fluctuations in inflation and interest rates could complicate the company's ability to consummate an initial Business Combination[132]. - The company is subject to risks associated with early-stage and emerging growth companies, including significant costs in pursuing acquisition plans[170]. Compliance and Reporting - The company is required to file periodic reports with the SEC, including audited financial statements, as part of its reporting obligations under the Exchange Act[122]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as required by the Sarbanes-Oxley Act[124]. - The company is classified as an "emerging growth company" and will maintain this status until it has total annual gross revenue of at least $1.235 billion or the market value of its Class A Ordinary Shares held by non-affiliates exceeds $700 million[127]. - The company is also a "smaller reporting company," allowing it to provide only two years of audited financial statements until the market value of its Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million[128].

Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $3,011,127, with investment income of $3,189,092 and an operational loss of $177,965[98]. - For the nine months ended September 30, 2025, the company achieved a net income of $7,527,658, driven by investment income of $8,073,457, offset by an operational loss of $545,799[98]. - Cash used in operating activities for the nine months ended September 30, 2025, was $715,102, influenced by interest earned and operational costs[102]. - The company has not generated any operating revenues to date and will not do so until after completing its initial Business Combination[97]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on February 6, 2025, raising gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit[100]. - Following the IPO and the sale of Private Placement Units, a total of $288,937,500 was placed in the Trust Account, with IPO-related costs amounting to $16,427,868[101]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the IPO, totaling $5,750,000, with an additional deferred discount of 3.5% payable upon the closing of an initial Business Combination[108]. Investments and Assets - As of September 30, 2025, the company held investments in the Trust Account valued at $297,010,957, compared to $0 as of December 31, 2024[104]. Debt and Obligations - The company has no long-term debt or capital lease obligations, but incurs a monthly fee of $25,000 for office space and administrative support[107]. - The company may utilize up to $1,500,000 of Working Capital Loans, which can be converted into private placement units at the lender's option[106].

Part I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed financial statements for K&F Growth Acquisition Corp. II, including balance sheets, operations, cash flows, and notes [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) Condensed balance sheets show significant asset increase, driven by cash and Trust Account investments, post-IPO Condensed Balance Sheets | Metric | June 30, 2025 | December 31, 2024 | | :-------------------------------- | :-------------- | :---------------- | | Cash | $836,239 | $— | | Prepaid expenses | $266,594 | $4,684 | | Investments held in Trust Account | $293,821,865 | $— | | Total Assets | $294,924,698 | $204,624 | | Total Liabilities | $10,146,978 | $242,837 | | Shareholders' Deficit | $(9,044,145) | $(38,213) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) Statements of operations report net income for Q2 and H1 2025, primarily from Trust Account interest, offsetting G&A Condensed Statements of Operations | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------ | :------------------------------- | :------------------------------ | | General and administrative and formation costs | $177,259 | $367,834 | | Interest earned on investments held in Trust Account | $3,091,950 | $4,884,365 | | Net income | $2,914,691 | $4,516,531 | | Basic and diluted net income per share, Class A redeemable ordinary shares | $0.07 | $0.14 | [Condensed Statements of Changes in Shareholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Deficit) Shareholders' deficit statements reflect IPO and private placement impact, including unit sales, rights, and accretion, increasing deficit Condensed Statements of Changes in Shareholders' Deficit | Metric | December 31, 2024 | June 30, 2025 | | :------------------------------------------ | :---------------- | :-------------- | | Balance — Shareholders' Deficit | $(38,213) | $(9,044,145) | | Sale of Private Placement Units | — | $9,227,270 | | Fair value of rights included in Public units | — | $2,846,250 | | Accretion for Class A ordinary shares to redemption amount (total) | — | $(22,322,451) | | Net income (total) | — | $4,516,531 | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) The cash flow statement for H1 2025 shows significant cash from financing, offset by investing in the Trust Account, increasing cash Condensed Statement of Cash Flows | Cash Flow Activity | Six Months Ended June 30, 2025 | | :---------------------------------- | :------------------------------- | | Net cash used in operating activities | $(590,306) | | Net cash used in investing activities | $(288,937,500) | | Net cash provided by financing activities | $290,364,045 | | Net Change in Cash | $836,239 | | Cash – End of period | $836,239 | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) These notes provide detailed explanations and disclosures for the unaudited condensed financial statements [NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS](index=8&type=section&id=NOTE%201.%20DESCRIPTION%20OF%20ORGANIZATION%20AND%20BUSINESS%20OPERATIONS) K&F Growth Acquisition Corp. II, a SPAC, completed its IPO and private placement in February 2025, raising significant capital for a Business Combination - The Company is a special purpose acquisition company (SPAC) incorporated on July 2, 2024, for the purpose of effecting a Business Combination[20](index=20&type=chunk) - The Initial Public Offering (IPO) was consummated on February 6, 2025, generating gross proceeds of **$287,500,000** from **28,750,000 units**[22](index=22&type=chunk) - Simultaneously with the IPO, a private placement of **922,727 units** generated gross proceeds of **$9,227,270**[23](index=23&type=chunk) - An amount of **$288,937,500** was placed in the Trust Account following the IPO and private placement[26](index=26&type=chunk) Liquidity and Capital Resources as of June 30, 2025 | Metric | Amount | | :---------------- | :------- | | Cash | $836,239 | | Working Capital | $1,018,355 | [NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=12&type=section&id=NOTE%202.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines the company's significant accounting policies, including GAAP basis, EGC status, estimates, and specific asset and tax policies - The unaudited condensed financial statements are prepared in accordance with GAAP for interim financial information[38](index=38&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for complying with new or revised financial accounting standards[40](index=40&type=chunk)[41](index=41&type=chunk) - As of June 30, 2025, assets held in the Trust Account, amounting to **$293,821,865**, were held in U.S. Treasury Securities[45](index=45&type=chunk) - The Company is an exempted Cayman Islands company and is not subject to income taxes in the Cayman Islands or the United States, resulting in a **zero tax provision** for the periods presented[52](index=52&type=chunk) - Share Rights issued in the IPO are classified under equity treatment at their assigned fair value of **$2,846,250**[53](index=53&type=chunk)[54](index=54&type=chunk) [NOTE 3. PUBLIC OFFERING](index=18&type=section&id=NOTE%203.%20PUBLIC%20OFFERING) On February 6, 2025, the company completed its Initial Public Offering, selling 28,750,000 units at $10.00 per unit - The Company sold **28,750,000 Units** in its Initial Public Offering on February 6, 2025, including the full exercise of the over-allotment option[64](index=64&type=chunk) - Each Unit was sold at a purchase price of **$10.00** and consists of one Public Share and one Public Right[64](index=64&type=chunk) [NOTE 4. PRIVATE PLACEMENT](index=18&type=section&id=NOTE%204.%20PRIVATE%20PLACEMENT) Simultaneously with the IPO, the Sponsor and BTIG purchased 922,727 Private Placement Units at $10.00 each, generating $9,227,270 - The Sponsor and BTIG purchased **922,727 Private Placement Units** at **$10.00 per unit**, generating gross proceeds of **$9,227,270**[65](index=65&type=chunk) - The Sponsor, officers, and directors waived their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or amendments to the company's articles of association[66](index=66&type=chunk) [NOTE 5. RELATED PARTY TRANSACTIONS](index=19&type=section&id=NOTE%205.%20RELATED%20PARTY%20TRANSACTIONS) This note details related party transactions, including founder share issuance, promissory note repayment, and administrative services agreement - The Sponsor received **9,583,333 Class B ordinary shares** (founder shares) for a capital contribution of **$25,000**[68](index=68&type=chunk) - **75,000 founder shares** were transferred to three independent directors, valued at **$111,300**[69](index=69&type=chunk) - A promissory note of **$266,071** from the Sponsor was repaid on February 6, 2025[71](index=71&type=chunk) - The Company pays the Sponsor **$25,000 per month** for administrative support services[72](index=72&type=chunk) [NOTE 6. COMMITMENTS](index=21&type=section&id=NOTE%206.%20COMMITMENTS) The company faces risks in completing a Business Combination and has commitments related to registration rights and a deferred underwriting discount - The Company's ability to complete an initial Business Combination may be adversely affected by factors such as changes in laws, economic conditions, and geopolitical instability[76](index=76&type=chunk) - Holders of Founder Shares, Private Placement Units, and potential Working Capital Loans are entitled to registration rights[77](index=77&type=chunk) - A deferred underwriting discount of **$10,062,500** is payable upon the closing of an initial Business Combination[79](index=79&type=chunk) [NOTE 7. STOCKHOLDERS' DEFICIT](index=21&type=section&id=NOTE%207.%20STOCKHOLDERS'%20DEFICIT) This note details the company's authorized and outstanding share capital, including preferred, Class A, and Class B ordinary shares, and conversion terms - The Company is authorized to issue **5

Financial Performance - The company reported a net income of $1,601,840 for the three months ended March 31, 2025, consisting of $1,792,415 in investment income and a loss from operations of $190,575 [102]. - Cash used in operating activities for the three months ended March 31, 2025, was $391,993, with net income affected by interest earned on investments and operational costs [105]. Initial Public Offering (IPO) - The Initial Public Offering (IPO) generated gross proceeds of $287,500,000 from the sale of 28,750,000 Units at $10.00 per Unit, along with an additional $9,227,270 from the sale of 922,727 Private Placement Units [103]. - The company incurred $16,427,868 in IPO-related costs, including $15,812,500 in underwriting fees [104]. Investments and Financial Position - As of March 31, 2025, the company had investments held in the Trust Account totaling $290,729,915, compared to $0 as of December 31, 2024 [106]. - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025 [110]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business [106]. Obligations and Financing Needs - The company has a contractual obligation to pay an affiliate of an executive officer a monthly fee of $25,000 for office space and administrative support [111]. - The company may need additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed [109]. Accounting Standards - The company has adopted new accounting standards effective July 2, 2024, which may impact segment reporting disclosures [118].

As filed with the U.S. Securities and Exchange Commission on January 29, 2025. Registration No. 333-282929 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ K&F Growth Acquisition Corp. II (Exact name of registrant as specified in its charter) _____________________________________ Cayman Islands 6770 N/A (State or other jurisdic ...

As filed with the U.S. Securities and Exchange Commission on January 22, 2025. Registration No. 333-282929 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ K&F Growth Acquisition Corp. II (Exact name of registrant as specified in its charter) _____________________________________ Cayman Islands 6770 N/A (State or other jurisdic ...

As filed with the U.S. Securities and Exchange Commission on December 10, 2024. Registration No. 333-282929 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ K&F Growth Acquisition Corp. II (Exact name of registrant as specified in its charter) _____________________________________ Cayman Islands 6770 N/A (State or other jurisdi ...

As filed with the U.S. Securities and Exchange Commission on October 31, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ K&F Growth Acquisition Corp. II (Exact name of registrant as specified in its charter) _____________________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indus ...