What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 368 added, 345 removed, 420 unchanged (63% of the section changed)

8 unchanged sentences

$ 294,924,698

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Liabilities, Class A Ordinary Shares

Subject to Possible Redemption, and Shareholders’ Deficit

Current liabilities

1 unchanged sentence

Accrued expenses

Promissory note - related party

Total current liabilities

3 unchanged sentences

Class A ordinary shares subject to possible redemption, $ 0.0001 par value;

28,750,000 shares and 0 shares at redemption value of approximately $ 10.11 and $ 0.00 per share as of March 31, 2025 and December 31, 2024, respectively

28,750,000 shares and 0 shares at redemption value of approximately $ 10.22 and $ 0.00 per share as of June 30, 2025 and December 31, 2024, respectively

Shareholders’ Deficit

1 unchanged sentence

5,000,000 shares authorized;

none issued or outstanding share as of March 31, 2025 and December 31, 2024

none issued or outstanding share as of June 30, 2025 and December 31, 2024

Class A ordinary shares, $ 0.0001 par value;

500,000,000 shares authorized;

922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of March 31, 2024 and no shares issued or outstanding as of December 31, 2024

922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of June 30, 2025 and no shares issued or outstanding as of December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

9,583,333 shares issued and outstanding as of March 31, 2025 and December 31, 2024

9,583,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Additional paid-in capital

1 unchanged sentence

( 9,045,195 )

Total Shareholders’ Deficit

Total Shareholders’

( 9,044,145 )

Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

Total Liabilities,

Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit

$ 294,924,698

2 unchanged sentences

K&F GROWTH ACQUISITION CORP.

CONDENSED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2025

General and administrative and formation costs

CONDENSED STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

General and administrative

and formation costs

Loss from Operations

Other income :

Interest earned on investments held in Trust Account

Weighted average shares outstanding, Class A redeemable ordinary shares

Basic and diluted net income per share, Class A redeemable ordinary shares

Weighted average shares outstanding, Class B non-redeemable ordinary shares

Basic net income per share, Class B non-redeemable ordinary shares

Weighted average shares outstanding, Class B non-redeemable ordinary shares

Diluted net income per share, Class B non-redeemable ordinary shares

Interest earned on investments

held in Trust Account

Total other income

Weighted average shares outstanding, Class A redeemable

ordinary shares

Basic and diluted

net income per share, Class A redeemable ordinary shares

Weighted average shares outstanding, Class B non-redeemable

ordinary shares

Basic net income

per share, Class B non-redeemable ordinary shares

Weighted average shares outstanding, Class B non-redeemable

ordinary shares

Diluted net income

per share, Class B non-redeemable ordinary shares

The accompanying notes are an integral part of

1 unchanged sentence

K&F GROWTH ACQUISITION CORP.

CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’

THREE MONTHS ENDED MARCH 31, 2025

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’

FOR THE THREE AND SIX MONTHS ENDED JUNE 30,

Ordinary Shares

6 unchanged sentences

Accretion for Class A ordinary shares to redemption amount

( 11,915,888 )

( 10,406,563 )

( 22,322,451 )

Balance – March 31, 2025

$ ( 8,867,936 )

$ ( 8,866,886 )

Accretion for Class A ordinary shares to redemption amount

( 3,091,950 )

Balance – June 30, 2025

$ ( 9,045,195 )

$ ( 9,044,145 )

The accompanying notes are an integral part of

2 unchanged sentences

CONDENSED STATEMENT OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2025

FOR THE SIX MONTHS ENDED JUNE 30, 2025

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash used in

operating activities:

Interest earned on investments held in Trust Account

( 4,884,365 )

Payment of general and administrative costs through promissory note

Payment of general and administrative costs through promissory

Changes in operating assets and liabilities:

1 unchanged sentence

Accrued expenses

Net cash used in operating activities

Net cash used

in operating activities

Cash Flows from Investing Activities:

1 unchanged sentence

( 288,937,500 )

Net cash used in investing activities

Net cash used

in investing activities

( 288,937,500 )

Cash Flows from Financing Activities:

Proceeds from sale of Units, net of underwriting discounts paid

Proceeds from sale of Units, net of underwriting discounts

Proceeds from sale of Private Placement Units

Repayment of promissory note – related party

Repayment of promissory note – related

Payment of offering costs

Net cash provided by financing activities

Net cash provided

by financing activities

Net Change in Cash

2 unchanged sentences

Non-Cash investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs paid through promissory note – related party

Offering costs included in accrued

offering costs

Deferred underwriting fee payable

3 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1 unchanged sentence

“Company”) is a special purpose acquisition company incorporated as a Cayman Islands exempted company on July 2, 2024 .

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization

or similar Business Combination with one or more businesses (the “Business Combination”).

The Company has not selected any

specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly

or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of March 31, 2025, the Company had not commenced

The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,

reorganization or similar Business Combination with one or more businesses (the “Business Combination”).

The Company has

not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive

discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of June 30, 2025, the Company had not commenced

any operations.

All activity for the period from July 2, 2024 (inception) through March 31, 2025 relates to the Company’s formation

and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public

Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until after the

completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest

income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal year end.

All activity for the period from July 2, 2024 (inception) through June 30, 2025 relates to the Company’s formation

and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial

Public Offering, identifying a target company for a Business Combination.

The Company will not generate any operating revenues until

after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form

of interest income from the proceeds derived from the Initial Public Offering.

The Company has selected December 31 as its fiscal

The registration statement for the Company’s

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Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is described in Note 3.

Each Unit consists of one Public Share

and one right (“Share Right”) to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial

Business Combination (“Public Right”).

Each Unit consists of one Public

Share and one right (“Share Right”) to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of

an initial Business Combination (“Public Right”).

Simultaneously with the closing of the Initial

8 unchanged sentences

of $ 5,750,000 of cash underwriting fee, $ 10,062,500 of deferred underwriting fee, and $ 615,368 of other offering costs.

The Business Combination must be with one or more

target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined below)

(excluding the amount of deferred underwriting discounts held and income taxes payable on the income earned on the Trust Account) at the

time of the signing an agreement to enter into a Business Combination.

The Business Combination must be with one or

more target businesses that together have a fair market value equal to at least 80 % of the net balance in the Trust Account (as defined

below) (excluding the amount of deferred underwriting discounts held and income taxes payable on the income earned on the Trust Account)

at the time of the signing an agreement to enter into a Business Combination.

However, the Company will only complete a Business Combination

2 unchanged sentences

Company Act of 1940, as amended (the “Investment Company Act”).

There is no assurance that the Company will be able

to successfully effect a Business Combination.

There is no assurance that the Company will be

able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering,

15 unchanged sentences

the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption

of the Company’s public shares if the Company is unable to complete the initial Business Combination within 21 months from the closing

of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”),

subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder

vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing

of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s

public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect

to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.

The proceeds deposited

in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims

of the Company’s public shareholders.

of the Company’s public shares if the Company is unable to complete the initial Business Combination within 21 months from the

closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion

Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection

with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the

substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem

100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window

or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which

could have priority over the claims of the Company’s public shareholders.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

The Company will provide the Company’s public

shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination

either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder

vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial Business

Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be entitled

to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated

as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds

held in the Trust Account (less income taxes payable), divided by the number of then outstanding public shares, subject to the limitations.

JUNE 30, 2025

The Company will provide the Company’s

public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business

Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without

a shareholder vote by means of a tender offer.

The decision as to whether the Company will seek shareholder approval of a proposed initial

Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.

The public shareholders will be

entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account

calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned

on the funds held in the Trust Account (less income taxes payable), divided by the number of then outstanding public shares, subject

to the limitations.

The ordinary shares subject to redemption were

6 unchanged sentences

However, if the Company is unable to complete its initial Business Combination

within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,

redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account (less income taxes payable and up to $ 100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares

and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other

distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject

to the other requirements of applicable law.

within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days

thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust

Account, including interest earned on the funds held in the Trust Account (less income taxes payable and up to $ 100,000 of interest to

pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete

payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive

further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for

claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered

1 unchanged sentence

their founder shares and public shares in connection with the completion of the initial Business Combination or an earlier redemption

in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable

to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their founder

shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum

and articles of association;

(iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder

shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled

to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial

Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;

and (iv) vote

any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market

and privately negotiated transactions) in favor of the initial Business Combination.

in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is

desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with respect to their

founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated

memorandum and articles of association;

(iii) waive their rights to liquidating distributions from the Trust Account with respect

to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they

will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails

to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust

and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering

(including in open market and privately negotiated transactions) in favor of the initial Business Combination.

The Sponsor has agreed that it will be liable

2 unchanged sentences

Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.05 per public share and (ii) the

actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05 per

share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply to any

claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account

(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of

the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $ 10.05

per share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply

to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust

Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters

of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended

(the “Securities Act”).

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes

that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would be able

to satisfy those obligations.

has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company

believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure that the Sponsor would

be able to satisfy those obligations.

Liquidity and Capital Resources

As of June 30, 2025, the Company had

$ 836,239 cash and working capital of $ 1,018,355 .

In connection with the Company’s assessment of going concern considerations

in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the

consummation of the Initial Public Offering, the Company has sufficient funds for the working capital needs of the Company until a

minimum of one year from the date of issuance of these unaudited condensed financial statements.

The Company cannot be assured that

its plans to consummate a Business Combination will be successful.

The Company does not believe it will need to

raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate of the costs of

identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount

necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

JUNE 30, 2025

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

12 unchanged sentences

February 6, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 12, 2025.

The interim results

for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31,

2025 or for any future periods.

results for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending

December 31, 2025 or for any future periods.

Emerging Growth Company Status

16 unchanged sentences

growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison

of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth

company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting

standards used.

This may make

comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an

emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential

differences in accounting standards used.

Use of Estimates

The preparation of the unaudited condensed financial

statement in conformity with U.S.

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.

and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements.

Making estimates requires management to exercise

1 unchanged sentence

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

that existed at the date of the condensed financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly from those estimates.

2 unchanged sentences

with an original maturity of three months or less when purchased to be cash equivalents.

The Company had $ 1,034,552 and $0 in cash as

of March 31, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of March 31, 2025 and December 31, 2024.

The Company had $ 836,239 and $0 in cash as of

June 30, 2025 and December 31, 2024, respectively.

The Company had no cash equivalents as of June 30, 2025 and December 31, 2024.

Investments Held in Trust Account

As of March 31, 2025, the assets held in the Trust

As of June 30, 2025, the assets held in the Trust

Account, amounting to $ 293,821,865 , were held in U.S.

8 unchanged sentences

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Offering Costs

9 unchanged sentences

Offering costs allocated to the Public Shares were charged to temporary equity, and offering costs allocated to Public

Rights and Private Placement Units were charged to shareholders’ deficit, as the Share Rights, after management’s evaluation, were accounted

for under equity treatment.

Rights and Private Placement Units were charged to shareholders’ deficit, as the Share Rights, after management’s evaluation,

were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature.

The fair value of the Company’s assets

and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature.

The Company accounts for income taxes under ASC

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income

Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets

and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods

in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred

tax assets to the amount expected to be realized.

Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for

income taxes.

Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases

of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to

the periods in which the differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to

reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold

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recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of March 31, 2025, there were

no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware of any issues under

review that could result in significant payments, accruals or material deviation from its position.

As of June 30, 2025 and December

31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently not aware

of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman

1 unchanged sentence

requirements in the Cayman Islands or the United States.

As such, the Company’s tax provision was zero for the period presented.

As such, the Company’s tax provision was zero for the periods presented.

The Company accounted for the Public and Private

3 unchanged sentences

equity treatment at their assigned values.

The fair value of the Share Rights issued in the

Initial Public Offering is $ 2,846,250 , or $ 0.099 per Share Right.

The Share Rights issued in the Initial Public Offering have been classified

within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information

regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering:

The fair value of the Share Rights issued in

the Initial Public Offering is $ 2,846,250 , or $ 0.099 per Share Right.

The Share Rights issued in the Initial Public Offering have been

classified within shareholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative

information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering:

Underlying share price

Pre-adjusted value per share right

Market adjustment (1)

adjustment (1)

Fair value per share right

adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination

occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning

of the exercise period.

(1) Market adjustment reflects additional factors not fully captured by low volatility selection, which may include likelihood of Business Combination occurring, market perception of lack of available or suitable targets, or possible post-acquisition decline of stock price prior to beginning of the exercise period.

The adjustment is determined by comparing traded right prices to simulated model outputs.

The market adjustment

was determined by calibrating traded Share Rights prices as of the valuation dates.

The market adjustment was determined by calibrating traded Share Rights prices as of the valuation dates.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Class A Shares Subject to Possible Redemption

3 unchanged sentences

In accordance with ASC 480-10-S99, the Company

classifies public shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control

classifies public shares subject to redemption outside of permanent deficit as the redemption provisions are not solely within the control

of the Company.

5 unchanged sentences

will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, as of March

31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the

shareholders’ deficit section of the Company’s balance sheet.

As of March 31, 2025, the Class A ordinary shares subject to

possible redemption reflected in the balance sheet are reconciled in the following table:

Accordingly, as of June 30,

2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’

deficit section of the Company’s condensed balance sheet.

As of June 30, 2025, the Class A ordinary shares subject to possible redemption

reflected in the condensed balance sheet are reconciled in the following table:

Gross proceeds

4 unchanged sentences

( 16,246,286 )

Accretion for Class A ordinary shares to redemption amount

Class A ordinary shares subject to possible redemption, March 31, 2025

Accretion for Class A ordinary

shares to redemption amount

Class A ordinary shares subject

to possible redemption, March 31, 2025

$ 290,729,915

Accretion for Class A ordinary

shares to redemption amount

Class A ordinary

shares subject to possible redemption, June 30, 2025

$ 293,821,865

Net Income Per Ordinary Share

The Company complies with accounting

and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing

net income by the weighted average number of ordinary shares outstanding for the period.

The Company has two classes of ordinary shares,

which are referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between

the two classes of shares.

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as

the redemption value approximates fair value.

The Company complies with accounting and disclosure

requirements of FASB ASC Topic 260, “Earnings Per Share”.

Net income per ordinary share is computed by dividing net income

by the weighted average number of ordinary shares outstanding for the period.

The Company has two classes of ordinary shares, which are

referred to as Class A ordinary shares and Class B ordinary shares.

Income and losses are shared pro rata between the two classes

Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption

value approximates fair value.

The following table reflects the calculation

1 unchanged sentence

For the Three Months Ended

March 31, 2025

Basic net income per ordinary share

June 30, 2025

For the Six Months Ended

June 30, 2025

Basic net income per share:

Allocation of net income, as adjusted

2 unchanged sentences

For the Three Months Ended

March 31, 2025

Diluted net income per ordinary share

June 30, 2025

For the Six Months Ended

June 30, 2025

Diluted net income per share:

Allocation of net income, as adjusted

Diluted weighted average shares outstanding (1)

weighted-average shares outstanding (1)

Diluted net income per ordinary share

(1) The difference between basic and diluted weighted average

shares outstanding is due to the timing of the accounting for the underwriter's exercise of the over-allotment option for 1,250,000 Class

B ordinary shares (see Note 5).

Basic weighted average shares outstanding reflects the exercise as of the actual date it occurred, whereas

diluted weighted average shares outstanding reflects the exercise as if it had occurred at the beginning of the period.

(1) The difference between basic and diluted weighted average shares outstanding is due to the timing of the accounting for the underwriter’s exercise of the over-allotment option for 1,250,000 Class B ordinary shares (see Note 5).

Basic weighted average shares outstanding reflects the exercise as of the actual date it occurred, whereas diluted weighted average shares outstanding reflects the exercise as if it had occurred at the beginning of the period.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

Share-Based Compensation

The Company records share-based compensation in

accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its

JUNE 30, 2025

Share-Based Compensation

The Company records share-based compensation

in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for

its share-based compensation.

It defines a fair value-based method of accounting for an employee share option or similar equity instrument.

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Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07,

“Segment Reporting” (Topic 280):

Improvements to Reportable Segment Disclosures.

The amendments in this ASU require disclosures, on an annual

and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”),

as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.

The ASU requires that

a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment

profit or loss in assessing segment performance and deciding how to allocate resources.

Public entities will be required to provide all

annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide

all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal

years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption

The Company adopted ASU 2023-07 on July 2, 2024, date of incorporation.

Management does not believe that any other recently

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed

financial statement.

issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited

condensed financial statements.

PUBLIC OFFERING

Pursuant to the Initial Public Offering, on February

6, 2025, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in

the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Public Share and one Public Right to

receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination.

6, 2025, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option

in the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.

Each Unit consists of one Public Share and one Public Right

to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination.

PRIVATE PLACEMENT

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The Private Placement Units are identical to the units sold in the IPO, subject to certain limited exceptions.

The Sponsor and the Company’s officers and

directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

The Sponsor and the Company’s officers

and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption

rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination or

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determines it is desirable to facilitate the completion of the initial Business Combination;

(ii) waive their redemption rights with

respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

(ii) waive their redemption rights

with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s

amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation

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(iii) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the

Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares

they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within

the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public

shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions

from assets outside the Trust Account;

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NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

RELATED PARTY TRANSACTIONS

3 unchanged sentences

for which the Company issued 9,583,333 Class B ordinary shares, known as founder shares, to the Sponsor.

Up to 1,250,000 of the founder

shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment

Up to 1,250,000 of the

founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment

is exercised.

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founder share transfers described below.

On January 29, 2025, the Sponsor transferred a

total of 75,000 founder shares to the three independent directors ( 25,000 shares each) for no consideration.

The founder shares are automatically

forfeited if the holder of such founder shares is no longer providing services to the Company prior to the initial Business Combination.

The transfer of the founder shares to the Company’s independent directors are in the scope of FASB ASC Topic 718, “Compensation-Stock

Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified awards is measured

at fair value upon the grant date.

The fair value of the 75,000 shares granted to the Company’s independent directors was $ 111,300

or $ 1.484 per share.

The founder shares were granted subject to a performance condition (i.e., providing services through Business Combination).

Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the

applicable accounting literature in this circumstance.

On January 29, 2025, the Sponsor transferred

a total of 75,000 founder shares to the three independent directors ( 25,000 shares each) for no consideration.

The founder shares are

automatically forfeited if the holder of such founder shares is no longer providing services to the Company prior to the initial Business

The transfer of the founder shares to the Company’s independent directors are in the scope of FASB ASC Topic 718,

“Compensation-Stock Compensation” (“ASC 718”).

Under ASC 718, stock-based compensation associated with equity-classified

awards is measured at fair value upon the grant date.

The fair value of the 75,000 shares granted to the Company’s independent

directors was $ 111,300 or $ 1.484 per share.

The founder shares were granted subject to a performance condition (i.e., providing services

through Business Combination).

Compensation expense related to the founder shares is recognized only when the performance condition is

probable of occurrence under the applicable accounting literature in this circumstance.

The founder shares are designated as Class B

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relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions

from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business

Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating

distributions from assets outside the Trust Account and (D) vote any founder shares and private placement shares held by them and

any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions,

aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not

be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder

shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination

or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company amended and

restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of

the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction

outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional

documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Promissory Note — Related Party

from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial

Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account

with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period

and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares and private placement shares

held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated

transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act,

which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the

founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business

Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company

amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only

holders of the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company

in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt

new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the

Cayman Islands).

Promissory Note — Related

The Sponsor had agreed to loan the Company an

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liquidation, to pay the Sponsor an aggregate of $ 25,000 per month for office space, utilities, and secretarial and administrative support

For the three months ended March 31, 2025, the Company incurred and paid $ 50,000 of administrative services fees.

For the three and six months ended June 30, 2025, the Company incurred and paid $ 75,000 and $ 125,000 of administrative services

fees, respectively.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Related Party Loans

9 unchanged sentences

into Private Placement Units of the post-Business Combination entity at a price of $ 10.00 per unit at the option of the lender.

March 31, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.

Risks and Uncertainties

The United States and global markets are

experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the

recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization

(“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European

Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and

entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

(SWIFT) payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid

or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia

and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by

NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created

global security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing

conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit

and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S.

Additionally, any

resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital

Any of the above mentioned factors, or any other

negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine,

the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company’s search

for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

The Company’s ability to complete an initial

Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control.

The Company’s

ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns

in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions,

declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts

in Ukraine and the Middle East.

The Company cannot at this time predict the likelihood of one or more of the above events, their duration

or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights

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date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any.

6, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price of

$ 10.00 per Unit.

6, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price

of $ 10.00 per Unit.

The underwriters were entitled to a cash underwriting

4 unchanged sentences

Of the deferred underwriting commissions, (i) $ 0.275 per unit sold in the Initial Public Offering shall be paid to the underwriters in

cash and (ii) up to $ 0.075 per unit sold in the Initial Public Offering shall be paid to the underwriters in cash, provided that the Company

has the right to reallocate any portion of such amount for the payment of expenses in connection with such initial Business Combination.

cash and (ii) up to $ 0.075 per unit sold in the Initial Public Offering shall be paid to the underwriters in cash, provided that the

Company has the right to reallocate any portion of such amount for the payment of expenses in connection with such initial Business Combination.

STOCKHOLDERS’ DEFICIT

1 unchanged sentence

Company is authorized to issue a total of 5,000,000 preferred shares at par value of $ 0.0001 each.

As of March 31, 2025 and December 31,

As of June 30, 2025 and December 31,

2024, there were no preferred shares issued or outstanding.

1 unchanged sentence

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

JUNE 30, 2025

Class A Ordinary Shares — The

Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $ 0.0001 each.

As of March 31, 2025,

As of June 30, 2025,

there were 922,727 Class A ordinary shares issued and outstanding, excluding the 28,750,000 shares subject to possible redemption.

2 unchanged sentences

Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001 each.

As of March 31, 2025 and

As of June 30, 2025 and

December 31, 2024, there were 9,583,333 Class B ordinary shares issued and outstanding.

8 unchanged sentences

issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,

in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the

Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and

excluding the securities underlying the Private Placement Units and the Class A ordinary shares underlying the Private

in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of

the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option

and excluding the securities underlying the Private Placement Units and the Class A ordinary shares underlying the Private

Placement Rights issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed

issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or

to be issued, to any seller in the initial Business Combination and any private placement-equivalent rights issued to the Sponsor or any

of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A

issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued,

or to be issued, to any seller in the initial Business Combination and any private placement-equivalent rights issued to the Sponsor

or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A

ordinary shares by public shareholders in connection with an initial Business Combination;

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the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where

proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association,

such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation

with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business

Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the

right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction

outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional

documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of

association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory

merger or consolidation with another company.

There is no cumulative voting with respect to the appointment of directors, meaning, following

the initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect

all of the directors.

Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares

will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the

Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents

or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction

outside the Cayman Islands).

Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time.

These provisions of the amended

and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative

vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds)

of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable

general meeting of the Company.

Rights — Except in cases where

the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one fifteenth

(1/15) of one Class A ordinary share upon consummation of the initial Business Combination.

In the event the Company is not the surviving

Company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert its

Share Rights in order to receive the one fifteenth (1/15) of one Class A ordinary share underlying each Share Right upon consummation

of the Business Combination.

These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution

passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business

Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,

by proxy at the applicable general meeting of the Company.

Rights — Except in cases

where the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one

fifteenth (1/15) of one Class A ordinary share upon consummation of the initial Business Combination.

In the event the Company is not

the surviving Company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively

convert its Share Rights in order to receive the one fifteenth (1/15) of one Class A ordinary share underlying each Share Right upon

consummation of the Business Combination.

The Company will not issue fractional shares in connection with an exchange of Share Rights.

Fractional shares

will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands

As a result, holders must hold Share Rights in multiples of 15 in order to receive shares for all of their Share Rights upon closing

of a Business Combination.

If the Company is unable to complete an initial Business Combination within the required time period and the

Company redeems the public shares for the funds held in the Trust Account, holders of Share Rights will not receive any of such funds

for their Share Rights and the Share Rights will expire worthless.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions

of Cayman Islands law.

As a result, holders must hold Share Rights in multiples of 15 in order to receive shares for all of their Share

Rights upon closing of a Business Combination.

If the Company is unable to complete an initial Business Combination within the required

time period and the Company redeems the public shares for the funds held in the Trust Account, holders of Share Rights will not receive

any of such funds for their Share Rights and the Share Rights will expire worthless.

FAIR VALUE MEASUREMENTS

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about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

The following fair value hierarchy is used to classify assets and

liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active

markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the

asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

K&F GROWTH ACQUISITION CORP.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

At March 31, 2025, assets held in the Trust

Account were comprised of $ 290,729,915 in U.S.

JUNE 30, 2025

Observable inputs other

than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted

prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based

on assessment of the assumptions that market participants would use in pricing the asset or liability.

At June 30, 2025, assets held in the Trust Account

were comprised of $ 293,821,865 in U.S.

Treasury Securities.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis at March 31, 2025 and indicates the fair value hierarchy

of the valuation inputs the Company utilized to determine such fair value:

the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates

the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account – U.S.

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ASC Topic 280, “Segment Reporting,”

establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic

areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial information

is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate

resources and assess performance.

The Company’s chief operating

decision maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company

as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that

the Company only has one operating segment.

When evaluating the Company’s

performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

March 31, 2025

establishes standards for companies to report in their financial statement information about operating segments, products, services,

geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate financial

information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how

to allocate resources and assess performance.

The Company’s chief operating decision

maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a

whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the

Company only has one operating segment.

When evaluating the Company’s performance

and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Three Months Ended

Six Months Ended

Operating and formation costs

2 unchanged sentences

$ 293,821,865

The key measures of segment profit or

loss reviewed by the CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest

earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the

Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored

by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The key measures of segment profit or loss reviewed

by the CODM are interest earned on the Trust Account and general and administrative expenses.

The CODM reviews interest earned on the

Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account

funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed and monitored by the CODM

to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs

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The Company evaluated subsequent events and transactions

that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this

review, the Company did not identify any subsequent events that would have required adjustment or unaudited disclosure in the unaudited

condensed financial statements.

that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued.

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or unaudited disclosure

in the unaudited condensed financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements