K&F Growth Acquisition Corp. II
10/30/2026 | Press release | Distributed by Public on 10/30/2026 15:12
Material Agreement (Form 8-K)
On October 28, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (filed with the Securities and Exchange Commission the following proxy statement supplement (and annexes thereto) for its upcoming Extraordinary General Meeting in lieu of Annual General Meeting, which is scheduled to take place on Tuesday, November 3, 2026:
K&F GROWTH ACQUISITION CORP. II
1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
October 28, 2026
PROXY STATEMENT SUPPLEMENT
FOR AN EXTRAORDINARY GENERAL MEETING IN LIEU OF ANNUAL GENERAL MEETING OF THE COMPANY
To be held at 11:00 a.m. Eastern Time on November 3, 2026
This Proxy Statement Supplement (this "Supplement") of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company ("we," "us," "our" or the "Company"), supplements the Proxy Statement, dated October 6, 2026, as amended by Proxy Statement dated October 8 (as further amended or supplemented, the "Proxy Statement"), with respect to the Extraordinary General Meeting of the Company, which is scheduled to take place at 11:00 a.m. Eastern time on Tuesday, November 3, 2026 (the "Meeting"). The information in this Supplement merely supplements and, to the extent applicable, amends the information in the Proxy Statement and should be read in conjunction with the Proxy Statement. This Supplement does not contain all of the information that is relevant to the Meeting or that may be important to you. You should read carefully the entire Proxy Statement, as supplemented and amended by this Supplement, before voting on any of the proposals to be presented at the Meeting.
The Company is providing this Supplement to modify Proposal One (the "Extension Amendment Proposal") to change the end date (the "Extended 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.
Capitalized terms that appear in this Supplement and that are not defined herein have the respective meanings assigned to them in the Proxy Statement.
QUESTIONS AND ANSWERS ABOUT THIS SUPPLEMENT
| Q: | Why am I receiving this Supplement and the enclosed revised proxy card or voting instruction form? In what way do these materials amend the original Proxy Statement and proxy card? |
| A: | This Supplement and the enclosed revised proxy card (the "New Proxy Card") or voting instruction form are being sent to you in connection with the solicitation of proxies by our board of directors (the "board") for use at the Meeting or at any adjournments or postponements thereof. This Supplement, when read together with the Proxy Statement, summarizes the information that you need to make an informed decision on the proposals to be considered at the Meeting. |
| The Company is modifying the Extension Amendment Proposal as it appears in the Proxy Statement in order to shorten the duration of the Extension Amendment under the Company's amended and restated memorandum and articles of association (the "Articles") to be presented for approval at the Meeting. | |
| As reflected in the updated proxy materials, in place of requesting an extension from November 6, 2026 to February 7, 2028, as appears in the original Proxy Statement and proxy card that were distributed to the Company's shareholders of record, the Company will seek, at the Meeting, an extension from November 6, 2026 to August 6, 2027 (the "Extension"), under the Extension Amendment Proposal. | |
| Other than the above-described shortening of the Extension under the Articles, the revised proxy materials do not alter any other aspects of any of the proposals to be presented to the Meeting. |
Specifically, Proposal Two and Three are not modified in any manner by this Supplement.
| Q: | What are the proposals that are modified by this Supplement that will be voted on at the Meeting? |
| A: | Revised Proposal One that you are being asked to vote on at the Meeting, as modified, is as follows: |
| 1. |
Proposal One - Extension Amendment Proposal - To approve, by way of special resolution, an amendment to our amended and restated memorandum and articles of association currently in effect (the "Amended and Restated Charter"), to extend the date by which we must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a "Business Combination") to August 6, 2027 (or such earlier date as determined by the Board) (the "Extension," and such later date, the "Extended Date"); The text of the special resolution to be passed is as follows: "RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of the Company be amended by replacing the existing definition of "Completion Window" in Article 1.1 with the following: "Completion Window" means the period of time: (a) commencing on, and including, the closing date of the IPO; and (b) ending on the date that is thirty (30) months after the closing date of the IPO (being 6 August 2027), or such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles." |
| Q. | How do I vote? |
| A. | If you are a holder of record of our ordinary shares, you may vote in person at the Extraordinary General Meeting or by submitting a proxy for the Extraordinary General Meeting. |
| Whether or not you plan to attend the Extraordinary General Meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the Extraordinary General Meeting and vote in person if you have already voted by proxy. If your ordinary shares are held in "street name" by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Extraordinary General Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Extraordinary General Meeting unless you request and obtain a valid proxy from your broker or other agent. |
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| Q: | How do I change my vote? |
| A: | If you are a holder of record of our ordinary shares, you can revoke your proxy at any time before the Extraordinary General Meeting by (i) delivering a later-dated, signed proxy card prior to the date of the Extraordinary General Meeting, (ii) granting a subsequent proxy online or (iii) voting in person at the Extraordinary General Meeting. Attendance at the Extraordinary General Meeting alone will not change your vote. |
| If your Company ordinary shares are held in "street name" by a broker or other agent and you wish to revoke your proxy, you should follow the instructions provided by your broker or agent. | |
| If you would like to change or revoke your prior vote on any proposal, please submit your votes before 11:59 pm ET on November 2, 2026. In addition, shareholders who have already submitted a redemption request with respect to the shares held by them may reverse such request by contacting Continental Stock Transfer & Trust Company. Email: [email protected] . If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so. |
This Supplement should be read in conjunction with the Proxy Statement, which should be read in its entirety. Except as specifically amended by this Supplement, all information in the Proxy Statement remains unchanged and the Proxy Statement continues to be in full force and effect as originally filed. From and after the date of this Supplement, any references to the "Proxy Statement" are to the Proxy Statement as amended and supplemented by this Supplement. If you have already submitted a proxy and do not wish to change your vote, you need not take any further action. If you have submitted a proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised at the Extraordinary General Meeting by: delivering to Continental Stock & Transfer Company by mail a written notice stating that the proxy is revoked; signing and delivering a proxy bearing a later date; or voting at the Extraordinary General Meeting while the polls are open (note that attendance at the Extraordinary General Meeting will not, by itself, revoke a proxy unless you vote again electronically at the Extraordinary General Meeting). Please note, however, that if your shares are held in street name by a broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.
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K&F Growth Acquisition Corp. II published this content on October 30, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 30, 2026 at 21:12 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]