K&F Growth Acquisition Corp II-A(KFII) - 2025 Q2 - Quarterly Report

Part I. FINANCIAL INFORMATION Item 1. Financial Statements Presents unaudited condensed financial statements for K&F Growth Acquisition Corp. II, including balance sheets, operations, cash flows, and notes Condensed Balance Sheets 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 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 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 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 These notes provide detailed explanations and disclosures for the unaudited condensed financial statements NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS 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] - The Initial Public Offering (IPO) was consummated on February 6, 2025, generating gross proceeds of $287,500,000 from 28,750,000 units[22] - Simultaneously with the IPO, a private placement of 922,727 units generated gross proceeds of $9,227,270[23] - An amount of $288,937,500 was placed in the Trust Account following the IPO and private placement[26] 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 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] - 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][41] - As of June 30, 2025, assets held in the Trust Account, amounting to $293,821,865, were held in U.S. Treasury Securities[45] - 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] - Share Rights issued in the IPO are classified under equity treatment at their assigned fair value of $2,846,250[53][54] NOTE 3. PUBLIC OFFERING 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] - Each Unit was sold at a purchase price of $10.00 and consists of one Public Share and one Public Right[64] NOTE 4. PRIVATE PLACEMENT 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] - 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] NOTE 5. RELATED PARTY TRANSACTIONS 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] - 75,000 founder shares were transferred to three independent directors, valued at $111,300[69] - A promissory note of $266,071 from the Sponsor was repaid on February 6, 2025[71] - The Company pays the Sponsor $25,000 per month for administrative support services[72] NOTE 6. COMMITMENTS 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] - Holders of Founder Shares, Private Placement Units, and potential Working Capital Loans are entitled to registration rights[77] - A deferred underwriting discount of $10,062,500 is payable upon the closing of an initial Business Combination[79] NOTE 7. STOCKHOLDERS' DEFICIT 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