Item 5. Other Information
Item 5. Other Information
Trading Arrangements
During the quarterly period ended March 31, 2025,
none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any
“Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item
408 of Regulation S-K.
Additional Information
None.
19
Item 6. Exhibits
The following exhibits are filed as part of, or
incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
Description
of Exhibit
1.1
Underwriting
Agreement, dated February 4, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters(1).
3.1
Amended
and Restated Memorandum and Articles of Association of the Company. (1)
4.1
Share
Rights Agreement, dated February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as rights
agent. (1)
10.1
Investment
Management Trust Agreement, February 4, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
(1)
10.2
Registration
Rights Agreement, dated February 4, 2025, by and among the Company and certain security holders. (1)
10.3
Sponsor
Private Placement Units Purchase Agreement, dated February 4, 2025, by and between the Company and the Sponsor. (1)
10.4
BTIG
Private Placement Units Purchase Agreement, dated February 4, 2025, by and between the Company and BTIG. (1)
10.5
Letter
Agreement, dated February 4, 2025, by and among the Company, its officers, directors, and the Sponsor. (1)
10.6
Form
of Indemnity Agreement(1)
31.1*
Certification
of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
31.2*
Certification
of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
32.1**
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
32.2**
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
101.INS*
Inline XBRL Instance Document
101.SCH*
Inline XBRL Taxonomy Extension
Schema Document
101.CAL*
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension
Labels Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted
as Inline XBRL and contained in Exhibit 101)
* Filed
herewith.
** Furnished
herewith.
(1) Previously
filed as an exhibit to our Current Report on Form 8-K filed on February 10, 2025 and incorporated by reference herein.
20
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
K&F
GROWTH ACQUISITION CORP. II
Date:
May 14, 2025
By:
/s/
Edward King
Name:
Edward
King
Title:
Co-Chief
Executive Officer
(Principal
Executive Officer)
Date:
May 14, 2025
By:
/s/
Daniel Fetters
Name:
Daniel
Fetters
Title:
Co-Chief
Executive Officer
(Principal
Financial and Accounting Officer)
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.