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 each[21]. - An additional $9,227,270 was generated from the private sale of 922,727 Private Placement Units, also priced at $10.00 each[21]. - The total amount placed in the Trust Account, including net proceeds from the IPO and part of the Private Placement, is $288,937,500[22]. - As of December 31, 2025, the company has approximately $299.88 million available for a Business Combination, assuming no redemptions[62]. - The total amount placed in the Trust Account after the Initial Public Offering was $288,937,500, with fees incurred during the IPO totaling $16,427,868[178]. - As of December 31, 2025, the company had marketable securities in the Trust Account valued at $299,876,159, which includes approximately $10,938,659 of interest income[181]. - The company incurred a net cash usage of $849,099 in operating activities 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 Strategy - The company must complete its initial Business Combination by November 6, 2026, or face termination and distribution of Trust Account amounts[23]. - The company has broadened its search for a Business Combination target beyond the experiential entertainment industry to other sectors[36]. - The company intends to target businesses with an equity valuation greater than $1 billion, which typically have strong revenue and cash flow, offering potential for long-term shareholder returns[43]. - The company aims to focus on businesses with highly defensible models and sustainable competitive advantages, fostering consumer loyalty and repeat demand[43]. - The company will conduct extensive due diligence on prospective target businesses, including meetings with management, document reviews, and financial information analysis[45]. - The company may structure its initial Business Combination to acquire less than 100% of a target's equity interests, provided it maintains a controlling interest[58]. - The company believes its structure offers a more efficient and cost-effective alternative for target businesses to go public compared to traditional IPOs[59]. - The company may utilize cash, debt, or equity securities to finance its initial Business Combination, allowing flexibility in structuring the deal[62]. - 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]. - The company may pay finder's fees or advisory fees to its Sponsor, officers, or directors for services rendered in connection with the initial Business Combination, which will be funded from outside the Trust Account[67]. - The company is not prohibited from pursuing a Business Combination with an affiliated company, but will seek an independent valuation to ensure fairness[69]. - The company may continue to seek a Business Combination with a different target if the initial one is not completed[106]. Shareholder Rights and Redemption - The company will provide public shareholders the opportunity to redeem shares upon completion of the initial Business Combination, either through a general meeting or a tender offer[52]. - Public Shareholders can redeem their shares either through a general meeting or a tender offer, with the decision made at the company's discretion[88]. - 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 them for a pro rata share of the Trust Account[105]. - The expected redemption price for Public Shareholders upon dissolution is approximately $10.43 per share as of December 31, 2025[111]. Management and Governance - The management team has extensive experience in mergers and acquisitions, with a history of leading public and private companies[23]. - The company intends to leverage its extensive network to source acquisition opportunities not available to others[38]. - The Management Team's extensive network and experience are expected to provide a substantial number of potential initial Business Combination targets, enhancing investment opportunities[64]. - The company anticipates that its Management Team will generate proprietary deal flow opportunities due to their established business relationships[65]. - 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 in capital markets and M&A at major gaming companies[212]. - Geof Freeman, a director since February 2025, advocates for the $1.1 trillion U.S. travel and hospitality industry, focusing on recovery and growth post-COVID-19[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 potential for significant dilution exists for Public Shareholders due to the conversion of Founder Shares and Private Placement Rights[29]. - The lack of business diversification may pose risks, as the company's success could depend entirely on the performance of a single business post-Business Combination[70]. - The company may not have the resources to evaluate the target's management team effectively, which could impact the success of the Business Combination[71]. - The company may face competition from other special purpose acquisition companies (SPACs) for attractive target businesses, potentially impacting acquisition terms[50]. - The company faces competition from other SPACs, private equity groups, and public companies, which may limit its ability to acquire larger target businesses[120]. - 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 may incur substantial debt to complete a Business Combination, adversely affecting its leverage and financial condition[135]. - The company faces substantial doubt about its ability to continue as a "going concern" due to potential financing needs and the deadline for liquidating its Trust Account[143]. - The company is subject to risks related to compliance with laws and regulations, which could adversely affect its operations and Business Combination prospects[132]. Compliance and Reporting - The company is required to file annual, quarterly, and current reports with the SEC, ensuring transparency in its financial reporting[122]. - The company will provide audited financial statements of prospective target businesses to shareholders as part of the proxy solicitation materials[123]. - The company must evaluate its internal control procedures for the fiscal year ending December 31, 2025, as mandated by the Sarbanes-Oxley Act[124]. - The company has not requested its Sponsor to reserve for indemnification obligations, raising concerns about the Sponsor's ability to satisfy such obligations[114]. - 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 reaches $250 million or annual revenues exceed $100 million[128]. - The company has not engaged in any operations or generated revenues to date, with activities limited to organizational efforts and evaluating acquisition candidates[176].

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, with net income impacted by interest earned on Trust Account investments[102]. Initial Public Offering - 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 Initial Public Offering, a total of $288,937,500 was placed in the Trust Account, after incurring $16,427,868 in related costs[101]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds from the Initial Public Offering, totaling $5,750,000[108]. Trust Account and Investments - As of September 30, 2025, the company held investments in the Trust Account amounting to $297,010,957, compared to $0 as of December 31, 2024[104]. - The company intends to use funds from the Trust Account primarily to complete its Business Combination and for working capital to finance operations of the target business[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]. - Up to $1,500,000 of Working Capital Loans may be convertible into private placement units at $10.00 per unit at the lender's option[106].

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $2,914,691, consisting of $3,091,950 from investments held in the Trust Account, offset by a loss from operations of $177,259[99]. - For the six months ended June 30, 2025, the company had a net income of $4,516,531, with $4,884,365 from investments held in the Trust Account and a loss from operations of $367,834[99]. - Cash used in operating activities for the six months ended June 30, 2025, was $590,306, influenced by interest earned on investments and operational costs[102]. Initial Public Offering - 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]. - After the Initial Public Offering and the sale of Private Placement Units, a total of $288,937,500 was placed in the Trust Account, with $16,427,868 incurred in related costs[101]. - The underwriters received a cash underwriting discount of 2.00% of the gross proceeds, totaling $5,750,000, and a deferred underwriting discount of 3.5%, amounting to $10,062,500, payable upon the closing of an initial Business Combination[109]. Trust Account and Investments - As of June 30, 2025, the company had investments held in the Trust Account amounting to $293,821,865, compared to $0 as of December 31, 2024[103]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of the target business[103]. Debt and Financing - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, and incurs a monthly fee of $25,000 for administrative support[107][108]. - The company may need additional financing to complete its Business Combination or to cover redemptions of Public Shares, which could involve issuing additional securities or incurring debt[106].

Financial Performance - For the three months ended March 31, 2025, the company reported a net income of $1,601,840, which includes $1,792,415 in income from investments held in the Trust Account, offset by 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]. - The company does not expect to generate operating revenues until after the completion of its Business Combination, as it has not engaged in any operations to date [101]. Trust Account and Investments - As of March 31, 2025, the company had investments held in the Trust Account amounting to $290,729,915, up from $0 as of December 31, 2024 [106]. - Following the Initial Public Offering and the sale of Private Placement Units, a total of $288,937,500 was placed in the Trust Account, after incurring $16,427,868 in related costs [104]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and may use remaining proceeds for working capital and other acquisitions [106]. Initial Public Offering - 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 [103]. - The underwriters of the Initial Public Offering are entitled to a cash underwriting discount of 2.00% of gross proceeds, totaling $5,750,000, and a deferred discount of 3.5% payable upon the closing of an initial Business Combination [112]. Financing and Debt - The company has no long-term debt or off-balance sheet arrangements as of March 31, 2025, and has a monthly obligation of $25,000 for office space and administrative support [110][111]. - The company may need to obtain additional financing to complete its Business Combination or if a significant number of Public Shares are redeemed [109].

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 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Iden ...

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 (Name, address, includi ...

(Exact name of registrant as specified in its charter) _____________________________________ 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 | Cayman Islands | 6770 | N/A | | --- | --- | --- | | (State or other jurisdiction of | (Primary Standard Indus ...