Business Context and Reporting Period
K&F Growth Acquisition Corp. II is a Cayman Islands special purpose acquisition company (SPAC) incorporated on July 2, 2024. The company has not yet commenced operations or selected a business combination target. This Form 10-Q covers the quarterly period ended September 30, 2025, and the nine-month period from inception through that date. The company completed its Initial Public Offering (IPO) on February 6, 2025, raising gross proceeds of $287.5 million.
Key Financial Metrics
| Metric | Three Months Ended Sept 30, 2025 | Nine Months Ended Sept 30, 2025 | As of Sept 30, 2025 |
|---|---|---|---|
| Net Income | $3,011,127 | $7,527,658 | N/A |
| Operating Loss | $(177,965) | $(545,799) | N/A |
| Interest Income (Trust Account) | $3,189,092 | $8,073,457 | N/A |
| Cash (Outside Trust) | N/A | N/A | $711,443 |
| Investments in Trust Account | N/A | N/A | $297,010,957 |
| Total Assets | N/A | N/A | $297,929,599 |
| Total Liabilities | N/A | N/A | $10,140,752 |
| Deferred Underwriting Fee | N/A | N/A | $10,062,500 |
| Working Capital | N/A | N/A | $840,390 |
Material Changes vs. Prior Period
- Operational Status: The company transitioned from a pre-IPO shell company (with zero cash and no trust assets as of December 31, 2024) to an active SPAC post-IPO. The IPO closed on February 6, 2025.
- Trust Account Growth: Investments held in the Trust Account increased from $0 to $297,010,957, driven by the deposit of IPO proceeds ($288,937,500) and subsequent interest earnings.
- Profitability: The company reported a net loss of $(45,173) for the period from inception through September 30, 2024. In contrast, it reported net income of $7,527,658 for the nine months ended September 30, 2025, primarily due to interest income earned on the Trust Account.
- Liabilities: Total liabilities increased from $242,837 (primarily related party promissory notes and accrued expenses) to $10,140,752, largely due to the recognition of a $10,062,500 deferred underwriting fee.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The company must complete an initial business combination within 21 months from the closing of the IPO (by November 6, 2026), or it will liquidate and redeem public shares.
- Going Concern: Management has determined that the company's liquidity condition and the liquidation date raise substantial doubt about its ability to continue as a going concern. No adjustments have been made to asset or liability carrying amounts should liquidation be required.
- Liquidity Strategy: The company holds $711,443 in cash outside the Trust Account to fund operations. The Sponsor or affiliates may provide "Working Capital Loans" up to $1,500,000, which may be convertible into private placement units.
- Redemption Rights: Public shareholders may redeem their shares for a pro-rata portion of the Trust Account (approximately $10.33 per share as of September 30, 2025) upon the completion of a business combination or liquidation.
- Risks: Risks include the inability to find a suitable target, market volatility, and the potential for the Trust Account assets to be subject to creditor claims. The company is an "emerging growth company" and a "shell company."
Investor Verification Checklist
- Trust Account Balance: Verify the current balance of $297,010,957 and the per-share redemption value of approximately $10.33.
- Deferred Underwriting Fee: Confirm the $10,062,500 liability payable upon the closing of a business combination.
- Going Concern Status: Review the disclosure regarding substantial doubt about the company's ability to continue as a going concern beyond the liquidation date.
- Related Party Transactions: Note the $25,000 monthly administrative fee paid to the Sponsor and the potential for up to $1.5 million in convertible working capital loans.
- Share Structure: Verify the outstanding share count: 28,750,000 Class A shares (subject to redemption) and 9,583,333 Class B founder shares.