Private Placement (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

On October 23, 2026, K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the "Company") issued an aggregate of 9,583,332 Class A ordinary shares, par value $0.0001 per share, of the Company (the "Class A Ordinary Shares") to K&F Growth Acquisition LLC II, the Company's sponsor (the "Sponsor"), upon the conversion (the "Conversion") of an equal number of Class B ordinary shares, par value $0.0001 per share, of the Company (the "Class B Ordinary Shares") held by the Sponsor. The Class A Ordinary Shares issued in connection with the Conversion are subject to the same restrictions applicable to the Class B Ordinary Shares prior to the Conversion, including certain transfer restrictions, waiver of redemption rights and the obligation to vote in favor of an initial business combination as described in the final prospectus filed with the Securities and Exchange Commission (the "SEC") by the Company on February 6, 2025 (File No. 333-282929) in connection with the Company's initial public offering. Following the Conversion, there were 39,256,059 Class A Ordinary Shares issued and outstanding and 1 Class B Ordinary Share issued and outstanding.

The Class A Ordinary Shares issued upon the Conversion have not been registered under the Securities Act in reliance on the exemption from registration provided by Section 3(a)(9) thereof.

Additional Information and Where to Find It

The Company filed a definitive proxy statement (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 general meeting in lieu of an annual general 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.