2 unchanged sentences
CONDENSED BALANCE SHEETS
+Added: September 30,
Current assets
4 unchanged sentences
$ 297,929,599
−Removed: Liabilities, Class A Ordinary Shares
−Removed: Subject to Possible Redemption, and Shareholders’ Deficit
+Added: Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
7 unchanged sentences
Class A ordinary shares subject to possible redemption, $ 0.0001 par value;
−Removed: 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
+Added: 28,750,000 shares and 0 shares at redemption value of approximately $ 10.33 and $ 0.00 per share as of September 30, 2025 and December 31, 2024, respectively
Shareholders’ Deficit
1 unchanged sentence
5,000,000 shares authorized;
−Removed: none issued or outstanding share as of June 30, 2025 and December 31, 2024
+Added: none issued or outstanding share as of September 30, 2025 and December 31, 2024
Class A ordinary shares, $ 0.0001 par value;
500,000,000 shares authorized;
−Removed: 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
+Added: 922,727 shares issued and outstanding (excluding 28,750,000 shares subject to possible redemption) as of September 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;
−Removed: 9,583,333 shares issued and outstanding as of June 30, 2025 and December 31, 2024
+Added: 9,583,333 shares issued and outstanding as of September 30, 2025 and December 31, 2024
Additional paid-in capital
1 unchanged sentence
( 9,223,160 )
−Removed: Total Shareholders’
+Added: Total Shareholders’ Deficit
( 9,222,110 )
−Removed: Total Liabilities,
−Removed: Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
+Added: Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
$ 297,929,599
3 unchanged sentences
CONDENSED STATEMENTS OF OPERATIONS
−Removed: Three Months Ended
−Removed: Six Months Ended
−Removed: General and administrative
−Removed: and formation costs
+Added: September 30,
+Added: September 30,
+Added: For the Period
+Added: 2024 (Inception)
+Added: September 30,
+Added: General and administrative and formation costs
Loss from Operations
Other income:
−Removed: Interest earned on investments
−Removed: held in Trust Account
+Added: Interest earned on investments held in Trust Account
Total other income
−Removed: Weighted average shares outstanding, Class A redeemable
−Removed: ordinary shares
−Removed: Basic and diluted
−Removed: net income per share, Class A redeemable ordinary shares
−Removed: Weighted average shares outstanding, Class B non-redeemable
−Removed: ordinary shares
−Removed: Basic net income
−Removed: per share, Class B non-redeemable ordinary shares
−Removed: Weighted average shares outstanding, Class B non-redeemable
−Removed: ordinary shares
−Removed: Diluted net income
−Removed: per share, Class B non-redeemable ordinary shares
+Added: Net income (loss)
+Added: Weighted average shares outstanding, Class A redeemable ordinary shares
+Added: Basic and diluted net income per share, Class A redeemable ordinary shares
+Added: Weighted average shares outstanding, Class B non-redeemable ordinary shares
+Added: Basic net income (loss) per share, Class B non-redeemable ordinary shares
+Added: Weighted average shares outstanding, Class B non-redeemable ordinary shares
+Added: Diluted net income per share, Class B non-redeemable ordinary shares
The accompanying notes are an integral part of
2 unchanged sentences
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’
−Removed: FOR THE THREE AND SIX MONTHS ENDED JUNE 30,
+Added: FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER
Ordinary Shares
18 unchanged sentences
( 9,044,145 )
+Added: Accretion for Class A ordinary shares to redemption amount
+Added: ( 3,189,092 )
+Added: ( 3,189,092 )
+Added: Balance – September 30, 2025
+Added: $ ( 9,223,160 )
+Added: $ ( 9,222,110 )
+Added: FOR THE PERIOD FROM JULY 2, 2024 (INCEPTION)
+Added: THROUGH SEPTEMBER 30, 2024
+Added: Ordinary Shares
+Added: Ordinary Shares
+Added: Shareholders’
+Added: Balance — July 2, 2024 (inception)
+Added: Issuance of ordinary shares
+Added: Balance – September 30, 2024
The accompanying notes are an integral part of
1 unchanged sentence
K&F GROWTH ACQUISITION CORP.
−Removed: CONDENSED STATEMENT OF CASH FLOWS
−Removed: FOR THE SIX MONTHS ENDED JUNE 30, 2025
+Added: CONDENSED STATEMENTS OF CASH FLOWS
+Added: September 30,
+Added: For the Period
+Added: 2024 (Inception)
+Added: September 30,
Cash Flows from Operating Activities:
−Removed: Adjustments to reconcile net income to net cash used in
−Removed: operating activities:
+Added: Net income (loss)
+Added: Adjustments to reconcile net income (loss) to net cash used in operating activities:
+Added: Payment of formation costs through promissory note
Interest earned on investments held in Trust Account
( 8,073,457 )
−Removed: Payment of general and administrative costs through promissory
+Added: Payment of general and administrative costs through promissory note
Changes in operating assets and liabilities:
1 unchanged sentence
Accrued expenses
−Removed: Net cash used
−Removed: in operating activities
+Added: Net cash used in operating activities
Cash Flows from Investing Activities:
1 unchanged sentence
( 288,937,500 )
−Removed: Net cash used
−Removed: in investing activities
+Added: Net cash used in investing activities
( 288,937,500 )
Cash Flows from Financing Activities:
−Removed: Proceeds from sale of Units, net of underwriting discounts
+Added: Proceeds from sale of Units, net of underwriting discounts paid
Proceeds from sale of Private Placement Units
−Removed: Repayment of promissory note – related
+Added: Repayment of promissory note – related party
Payment of offering costs
−Removed: Net cash provided
−Removed: by financing activities
+Added: Net cash provided by financing activities
Net Change in Cash
2 unchanged sentences
Non-Cash investing and financing activities:
−Removed: Offering costs included in accrued
−Removed: offering costs
+Added: Offering costs included in accrued offering costs
+Added: Deferred offering costs paid through promissory note – related party
+Added: Prepaid expenses paid in exchange for issuance of Class B ordinary shares
Deferred underwriting fee payable
+Added: Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares
The accompanying notes are an integral part of
2 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 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 .
−Removed: The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,
−Removed: reorganization or similar Business Combination with one or more businesses (the “Business Combination”).
−Removed: The Company has
−Removed: not selected any specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive
−Removed: discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
−Removed: As of June 30, 2025, the Company had not commenced
−Removed: any operations.
−Removed: All activity for the period from July 2, 2024 (inception) through June 30, 2025 relates to the Company’s formation
−Removed: and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial
−Removed: Public Offering, identifying a target company for a Business Combination.
−Removed: The Company will not generate any operating revenues until
−Removed: after the completion of its initial Business Combination, at the earliest.
−Removed: The Company will generate non-operating income in the form
−Removed: of interest income from the proceeds derived from the Initial Public Offering.
+Added: The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization
+Added: or similar Business Combination with one or more businesses (the “Business Combination”).
+Added: The Company has not selected any
+Added: specific Business Combination target, and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly
+Added: or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.
+Added: As of September 30, 2025, the Company had not
+Added: commenced any operations.
+Added: All activity for the period from July 2, 2024 (inception) through September 30, 2025 relates to the Company’s
+Added: formation and the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the
+Added: Initial Public Offering, identifying a target company for a Business Combination.
+Added: The Company will not generate any operating revenues
+Added: until after the completion of its initial Business Combination, at the earliest.
+Added: The Company will generate non-operating income in the
+Added: form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal
5 unchanged sentences
Units, at $ 10.00 per Unit, generating gross proceeds of $ 287,500,000 , which is described in Note 3.
−Removed: Each Unit consists of one Public
−Removed: Share and one right (“Share Right”) to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of
−Removed: an initial Business Combination (“Public Right”).
+Added: Each Unit consists of one Public Share
+Added: and one right (“Share Right”) to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial
+Added: 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.
−Removed: The Business Combination must be with one or
−Removed: 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
−Removed: below) (excluding the amount of deferred underwriting discounts held and income taxes payable on the income earned on the Trust Account)
−Removed: at the time of the signing an agreement to enter into a Business Combination.
+Added: The Business Combination must be with one or more
+Added: 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)
+Added: (excluding the amount of deferred underwriting discounts held and income taxes payable on the income earned on the Trust Account) at the
+Added: 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”).
−Removed: There is no assurance that the Company will be
−Removed: able to successfully effect a Business Combination.
+Added: There is no assurance that the Company will be able
+Added: 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
−Removed: of the Company’s public shares if the Company is unable to complete the initial Business Combination within 21 months from the
−Removed: closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion
−Removed: Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection
−Removed: with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the
−Removed: substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem
−Removed: 100 % of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window
−Removed: or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
−Removed: The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which
−Removed: could have priority over the claims of the Company’s public shareholders.
+Added: of the Company’s public shares if the Company is unable to complete the initial Business Combination within 21 months from the closing
+Added: of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”),
+Added: subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder
+Added: vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing
+Added: of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of the Company’s
+Added: public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect
+Added: to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity.
+Added: The proceeds deposited
+Added: in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims
+Added: of the Company’s public shareholders.
K&F GROWTH ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
−Removed: The Company will provide the Company’s
−Removed: public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business
−Removed: Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without
−Removed: a shareholder vote by means of a tender offer.
−Removed: The decision as to whether the Company will seek shareholder approval of a proposed initial
−Removed: Business Combination or conduct a tender offer will be made by the Company, solely in its discretion.
−Removed: The public shareholders will be
−Removed: 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
−Removed: calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned
−Removed: on the funds held in the Trust Account (less income taxes payable), divided by the number of then outstanding public shares, subject
−Removed: to the limitations.
+Added: SEPTEMBER 30, 2025
+Added: The Company will provide the Company’s public
+Added: shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination
+Added: either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder
+Added: vote by means of a tender offer.
+Added: The decision as to whether the Company will seek shareholder approval of a proposed initial Business
+Added: Combination or conduct a tender offer will be made by the Company, solely in its discretion.
+Added: The public shareholders will be entitled
+Added: 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
+Added: as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds
+Added: 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
−Removed: within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days
−Removed: thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
−Removed: Account, including interest earned on the funds held in the Trust Account (less income taxes payable and up to $ 100,000 of interest to
−Removed: pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete
−Removed: payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive
−Removed: further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for
−Removed: claims of creditors and subject to the other requirements of applicable law.
+Added: within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter,
+Added: 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
+Added: 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),
+Added: divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares
+Added: and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other
+Added: distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject
+Added: 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
−Removed: in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is
−Removed: desirable to facilitate the completion of the initial Business Combination;
−Removed: (ii) waive their redemption rights with respect to their
−Removed: founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated
−Removed: memorandum and articles of association;
−Removed: (iii) waive their rights to liquidating distributions from the Trust Account with respect
−Removed: to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they
−Removed: will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails
−Removed: to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust
−Removed: and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering
−Removed: (including in open market and privately negotiated transactions) in favor of the initial Business Combination.
+Added: in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable
+Added: to facilitate the completion of the initial Business Combination;
+Added: (ii) waive their redemption rights with respect to their founder
+Added: shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum
+Added: and articles of association;
+Added: (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder
+Added: shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled
+Added: to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial
+Added: Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account;
+Added: and (iv) vote
+Added: any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market
+Added: 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
−Removed: 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
−Removed: per share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply
−Removed: 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
−Removed: Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters
−Removed: of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
+Added: 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
+Added: share due to reductions in the value of the trust assets, less income taxes payable, provided that such liability will not apply to any
+Added: 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
+Added: (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of
+Added: 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
−Removed: has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company
−Removed: believes that the Sponsor’s only assets are securities of the Company.
−Removed: Therefore, the Company cannot assure that the Sponsor would
−Removed: be able to satisfy those obligations.
−Removed: Liquidity and Capital Resources
−Removed: As of June 30, 2025, the Company had
+Added: has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes
+Added: that the Sponsor’s only assets are securities of the Company.
+Added: Therefore, the Company cannot assure that the Sponsor would be able
+Added: to satisfy those obligations.
+Added: Liquidity, Capital Resources and Going Concern
+Added: As of September 30, 2025, the Company had $ 711,443
cash and working capital of $ 840,390 .
−Removed: In connection with the Company’s assessment of going concern considerations
−Removed: in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through the
−Removed: consummation of the Initial Public Offering, the Company has sufficient funds for the working capital needs of the Company until a
−Removed: minimum of one year from the date of issuance of these unaudited condensed financial statements.
−Removed: The Company cannot be assured that
−Removed: its plans to consummate a Business Combination will be successful.
−Removed: The Company does not believe it will need to
−Removed: raise additional funds in order to meet the expenditures required for operating its business.
−Removed: However, if the estimate of the costs of
−Removed: identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount
−Removed: necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination.
+Added: In connection with the Company’s assessment of going concern considerations in accordance
+Added: with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” management has determined that the Company’s
+Added: liquidity condition and the liquidation date raise substantial doubt about the Company’s ability to continue as a going concern.
+Added: No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after November
+Added: In addition, in order to finance transaction costs
+Added: in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and
+Added: directors may, but are not obligated to, loan the Company Working Capital Loans (see Note 5).
K&F GROWTH ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
−Removed: SUMMARY OF SIGNIFICANT ACCOUNTING
+Added: SEPTEMBER 30, 2025
+Added: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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.
−Removed: 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
+Added: The interim results
+Added: for the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending
December 31, 2025 or for any future periods.
17 unchanged sentences
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
−Removed: This may make
−Removed: comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an
−Removed: emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential
−Removed: differences in accounting standards used.
+Added: This may make comparison
+Added: of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth
+Added: company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
+Added: standards used.
Use of Estimates
The preparation of the unaudited condensed financial
−Removed: statements in conformity with U.S.
−Removed: GAAP requires management to make estimates and assumptions that affect the reported amounts of assets
+Added: statements in conformity with 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 condensed financial statements.
9 unchanged sentences
The Company had $ 711,443 and $0 in cash as of
−Removed: June 30, 2025 and December 31, 2024, respectively.
−Removed: The Company had no cash equivalents as of June 30, 2025 and December 31, 2024.
+Added: September 30, 2025 and December 31, 2024, respectively.
+Added: The Company had no cash equivalents as of September 30, 2025 and December 31,
Investments Held in Trust Account
−Removed: As of June 30, 2025, the assets held in the Trust
−Removed: Account, amounting to $ 293,821,865 , were held in U.S.
+Added: As of September 30, 2025, the assets held in the
+Added: Trust Account, amounting to $ 297,010,957 , were held in U.S.
Treasury Securities.
7 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 30, 2025
Offering Costs
12 unchanged sentences
Fair Value of Financial Instruments
−Removed: The fair value of the Company’s assets
−Removed: and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”
−Removed: approximates the carrying amounts represented in the unaudited condensed balance sheets, primarily due to its short-term nature.
+Added: The fair value of the Company’s assets and
+Added: liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates
+Added: 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
−Removed: Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for
−Removed: income taxes.
−Removed: Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases
−Removed: of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to
−Removed: the periods in which the differences are expected to affect taxable income.
−Removed: Valuation allowances are established, when necessary, to
−Removed: reduce deferred tax assets to the amount expected to be realized.
+Added: Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income
+Added: Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets
+Added: and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods
+Added: in which the differences are expected to affect taxable income.
+Added: Valuation allowances are established, when necessary, to reduce deferred
+Added: tax assets to the amount expected to be realized.
ASC Topic 740 prescribes a recognition threshold
4 unchanged sentences
recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
−Removed: As of June 30, 2025 and December
+Added: As of September 30, 2025 and December
31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
10 unchanged sentences
equity treatment at their assigned values.
−Removed: The fair value of the Share Rights issued in
−Removed: the Initial Public Offering is $ 2,846,250 , or $ 0.099 per Share Right.
−Removed: The Share Rights issued in the Initial Public Offering have been
−Removed: classified within shareholders’ deficit and will not require remeasurement after issuance.
−Removed: The following table presents the quantitative
−Removed: information regarding market assumptions used in the valuation of the Share Rights issued in the Initial Public Offering:
+Added: The fair value of the Share Rights issued in the
+Added: Initial Public Offering is $ 2,846,250 , or $ 0.099 per Share Right.
+Added: The Share Rights issued in the Initial Public Offering have been classified
+Added: within shareholders’ deficit and will not require remeasurement after issuance.
+Added: The following table presents the quantitative information
+Added: 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
−Removed: adjustment (1)
+Added: Market adjustment (1)
Fair value per share right
4 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 30, 2025
Class A Shares Subject to Possible Redemption
11 unchanged sentences
will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.
−Removed: Accordingly, as of June 30,
−Removed: 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
−Removed: deficit section of the Company’s condensed balance sheet.
−Removed: As of June 30, 2025, the Class A ordinary shares subject to possible redemption
−Removed: reflected in the condensed balance sheet are reconciled in the following table:
+Added: Accordingly, as of September
+Added: 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
+Added: shareholders’ deficit section of the Company’s condensed balance sheet.
+Added: As of September 30, 2025, the Class A ordinary shares
+Added: subject to possible redemption reflected in the condensed balance sheet are reconciled in the following table:
Gross proceeds
4 unchanged sentences
( 16,246,286 )
−Removed: Accretion for Class A ordinary
−Removed: shares to redemption amount
−Removed: Class A ordinary shares subject
−Removed: to possible redemption, March 31, 2025
−Removed: $ 290,729,915
−Removed: Accretion for Class A ordinary
−Removed: shares to redemption amount
−Removed: Class A ordinary
−Removed: shares subject to possible redemption, June 30, 2025
+Added: Accretion for Class A ordinary shares to redemption amount
+Added: Class A ordinary shares subject to possible redemption, March 31, 2025
+Added: Accretion for Class A ordinary shares to redemption amount
+Added: Class A ordinary shares subject to possible redemption, June 30, 2025
+Added: Accretion for Class A ordinary shares to redemption amount
+Added: Class A ordinary shares subject to possible redemption, September 30, 2025
$ 297,010,957
−Removed: Net Income Per Ordinary Share
+Added: Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, “Earnings Per Share”.
−Removed: Net income per ordinary share is computed by dividing net income
−Removed: by the weighted average number of ordinary shares outstanding for the period.
−Removed: The Company has two classes of ordinary shares, which are
−Removed: referred to as Class A ordinary shares and Class B ordinary shares.
−Removed: Income and losses are shared pro rata between the two classes
−Removed: Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption
−Removed: value approximates fair value.
−Removed: The following table reflects the calculation
−Removed: of basic and diluted net income per ordinary share (in dollars, except per share amounts):
+Added: Net income (loss) per ordinary share is computed by dividing net
+Added: income (loss) by the weighted average number of ordinary shares outstanding for the period.
+Added: The Company has two classes of ordinary shares,
+Added: which are referred to as Class A ordinary shares and Class B ordinary shares.
+Added: Income and losses are shared pro rata between
+Added: the two classes of shares.
+Added: Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as
+Added: the redemption value approximates fair value.
+Added: K&F GROWTH ACQUISITION CORP.
+Added: NOTES TO CONDENSED FINANCIAL STATEMENTS
+Added: SEPTEMBER 30, 2025
+Added: The following table reflects the calculation of
+Added: basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):
For the Three Months Ended
−Removed: June 30, 2025
−Removed: For the Six Months Ended
−Removed: June 30, 2025
+Added: September 30, 2025
+Added: For the Nine Months Ended
+Added: September 30, 2025
Basic net income per share:
3 unchanged sentences
For the Three Months Ended
−Removed: June 30, 2025
−Removed: For the Six Months Ended
−Removed: June 30, 2025
+Added: September 30, 2025
+Added: For the Nine Months Ended
+Added: September 30, 2025
Diluted net income per share:
Allocation of net income, as adjusted
−Removed: weighted-average shares outstanding (1)
+Added: Diluted weighted-average shares outstanding (1)
Diluted net income per ordinary share
−Removed: (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).
+Added: For the Period from July 2,
+Added: 2024 (Inception) Through
+Added: September 30, 2024
+Added: Basic and diluted net loss per share:
+Added: Allocation of net loss, as adjusted
+Added: Basic and diluted weighted-average shares outstanding
+Added: Basic and diluted net loss per ordinary share
+Added: (1) The difference between basic and diluted weighted average shares outstanding is due to the timing of the accounting for the underwriters’ 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 unchanged sentence
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 30, 2025
Share-Based Compensation
−Removed: The Company records share-based compensation
−Removed: in accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for
−Removed: its share-based compensation.
+Added: The Company records share-based compensation in
+Added: accordance with FASB ASC Topic 718, “Compensation-Share Compensation” (“ASC 718”), guidance to account for its
+Added: share-based compensation.
It defines a fair value-based method of accounting for an employee share option or similar equity instrument.
11 unchanged sentences
Management does not believe that any other recently
−Removed: issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited
−Removed: condensed financial statements.
−Removed: PUBLIC OFFERING
+Added: issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed
+Added: financial statements.
+Added: INITIAL PUBLIC OFFERING
Pursuant to the Initial Public Offering, on February
−Removed: 6, 2025, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option
−Removed: in the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.
−Removed: Each Unit consists of one Public Share and one Public Right
−Removed: to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination.
+Added: 6, 2025, the Company sold 28,750,000 Units, which includes the full exercise by the underwriters of their over-allotment option in
+Added: the amount of 3,750,000 Units, at a purchase price of $ 10.00 per Unit.
+Added: Each Unit consists of one Public Share and one Public Right to
+Added: receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination.
PRIVATE PLACEMENT
8 unchanged sentences
The Private Placement Units are identical to the units sold in the IPO, subject to certain limited exceptions.
−Removed: The Sponsor and the Company’s officers
−Removed: and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
+Added: The Sponsor and the Company’s officers and
+Added: 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
1 unchanged sentence
determines it is desirable to facilitate the completion of the initial Business Combination;
−Removed: (ii) waive their redemption rights
−Removed: with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s
+Added: (ii) waive their redemption rights with
+Added: 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
3 unchanged sentences
(iii) waive their rights to liquidating distributions
−Removed: from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within
−Removed: the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public
−Removed: shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions
+Added: from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the
+Added: Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares
+Added: 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;
3 unchanged sentences
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 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.
−Removed: Up to 1,250,000 of the
−Removed: founder shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment
+Added: Up to 1,250,000 of the founder
+Added: shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment
is exercised.
3 unchanged sentences
founder share transfers described below.
−Removed: On January 29, 2025, the Sponsor transferred
−Removed: a total of 75,000 founder shares to the three independent directors ( 25,000 shares each) for no consideration.
−Removed: The founder shares are
−Removed: automatically forfeited if the holder of such founder shares is no longer providing services to the Company prior to the initial Business
−Removed: The transfer of the founder shares to the Company’s independent directors are in the scope of FASB ASC Topic 718,
−Removed: “Compensation-Stock Compensation” (“ASC 718”).
−Removed: Under ASC 718, stock-based compensation associated with equity-classified
−Removed: awards is measured at fair value upon the grant date.
−Removed: The fair value of the 75,000 shares granted to the Company’s independent
−Removed: directors was $ 111,300 or $ 1.484 per share.
−Removed: The founder shares were granted subject to a performance condition (i.e., providing services
−Removed: through Business Combination).
−Removed: Compensation expense related to the founder shares is recognized only when the performance condition is
−Removed: probable of occurrence under the applicable accounting literature in this circumstance.
+Added: On January 29, 2025, the Sponsor transferred a
+Added: total of 75,000 founder shares to the three independent directors ( 25,000 shares each) for no consideration.
+Added: The founder shares are automatically
+Added: forfeited if the holder of such founder shares is no longer providing services to the Company prior to the initial Business Combination.
+Added: The transfer of the founder shares to the Company’s independent directors are in the scope of FASB ASC Topic 718, “Compensation-Stock
+Added: Compensation” (“ASC 718”).
+Added: Under ASC 718, stock-based compensation associated with equity-classified awards is measured
+Added: at fair value upon the grant date.
+Added: The fair value of the 75,000 shares granted to the Company’s independent directors was $ 111,300
+Added: or $ 1.484 per share.
+Added: The founder shares were granted subject to a performance condition (i.e., providing services through Business Combination).
+Added: Compensation expense related to the founder shares is recognized only when the performance condition is probable of occurrence under the
+Added: applicable accounting literature in this circumstance.
The founder shares are designated as Class B
10 unchanged sentences
relating to shareholders’ rights or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions
−Removed: from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial
−Removed: Business Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account
−Removed: with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period
−Removed: and to liquidating distributions from assets outside the Trust Account and (D) vote any founder shares and private placement shares
−Removed: held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated
−Removed: transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act,
−Removed: which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the
−Removed: founder shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business
−Removed: 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
−Removed: amended and restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only
−Removed: holders of the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company
−Removed: in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt
−Removed: new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the
−Removed: Cayman Islands).
−Removed: Promissory Note — Related
+Added: from the Trust Account with respect to their founder shares or private placement shares if the Company fails to complete the initial Business
+Added: Combination within the completion window, although they will be entitled to liquidating distributions from the Trust Account with respect
+Added: to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating
+Added: distributions from assets outside the Trust Account and (D) vote any founder shares and private placement shares held by them and
+Added: any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions,
+Added: aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not
+Added: be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination, (iv) the founder
+Added: shares are automatically convertible into Class A ordinary shares in connection with the consummation of the initial Business Combination
+Added: 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
+Added: restated memorandum and articles of association, and (v) prior to the closing of the initial Business Combination, only holders of
+Added: the Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction
+Added: outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional
+Added: documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
+Added: Promissory Note — Related Party
The Sponsor had agreed to loan the Company an
1 unchanged sentence
The loan was non-interest bearing,
−Removed: unsecured and due at the earlier of June 30, 2025, as amended on December 31, 2024, or the closing of the Initial Public Offering.
+Added: unsecured and due at the earlier of September 30, 2025, as amended on December 31, 2024, or the closing of the Initial Public Offering.
On February 6, 2025, the Company repaid the total outstanding balance of the note amounting to $ 266,071 .
5 unchanged sentences
liquidation, to pay the Sponsor an aggregate of $ 25,000 per month for office space, utilities, and secretarial and administrative support
−Removed: For the three and six months ended June 30, 2025, the Company incurred and paid $ 75,000 and $ 125,000 of administrative services
−Removed: fees, respectively.
+Added: For the three and nine months ended September 30, 2025, the Company incurred and paid $ 75,000 and $ 200,000 of administrative
+Added: services fees, respectively.
+Added: For the period from July 2, 2024 (inception) through September 30, 2025, the Company did not incur any fees
+Added: for these services.
K&F GROWTH ACQUISITION CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 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.
−Removed: June 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.
+Added: September 30, 2025 and December 31, 2024, no such Working Capital Loans were outstanding.
+Added: COMMITMENTS AND CONTINGENCIES
Risks and Uncertainties
21 unchanged sentences
date of the Initial Public Offering to purchase up to an additional 3,750,000 units to cover over-allotments, if any.
−Removed: 6, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price
−Removed: of $ 10.00 per Unit.
+Added: 6, 2025, the underwriters elected to fully exercise their over-allotment option to purchase an additional 3,750,000 Units at a price of
+Added: $ 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
−Removed: 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
−Removed: Company has the right to reallocate any portion of such amount for the payment of expenses in connection with such initial Business Combination.
+Added: 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
+Added: 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.
−Removed: As of June 30, 2025 and December 31,
+Added: As of September 30, 2025 and December
31, 2024, there were no preferred shares issued or outstanding.
1 unchanged sentence
NOTES TO CONDENSED FINANCIAL STATEMENTS
−Removed: JUNE 30, 2025
+Added: SEPTEMBER 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.
−Removed: As of June 30, 2025,
+Added: As of September 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.
−Removed: As of June 30, 2025 and
−Removed: December 31, 2024, there were 9,583,333 Class B ordinary shares issued and outstanding.
+Added: As of September 30, 2025
+Added: and December 31, 2024, there were 9,583,333 Class B ordinary shares issued and outstanding.
The founder shares will automatically convert
7 unchanged sentences
issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal,
−Removed: in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of
−Removed: the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option
−Removed: and excluding the securities underlying the Private Placement Units and the Class A ordinary shares underlying the Private
+Added: in the aggregate, 25 % of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of the
+Added: Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and
+Added: 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
−Removed: issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued,
−Removed: or to be issued, to any seller in the initial Business Combination and any private placement-equivalent rights issued to the Sponsor
−Removed: or any of its affiliates or to officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A
+Added: issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or
+Added: to be issued, to any seller in the initial Business Combination and any private placement-equivalent rights issued to the Sponsor or any
+Added: 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;
10 unchanged sentences
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
−Removed: proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of
−Removed: association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory
−Removed: merger or consolidation with another company.
−Removed: There is no cumulative voting with respect to the appointment of directors, meaning, following
−Removed: the initial Business Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect
−Removed: all of the directors.
−Removed: Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares
−Removed: will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the
−Removed: Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents
−Removed: 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
−Removed: outside the Cayman Islands).
+Added: proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association,
+Added: such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation
+Added: with another company.
+Added: There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business
+Added: Combination, the holders of more than 50 % of the ordinary shares voted for the appointment of directors can elect all of the directors.
+Added: Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the
+Added: right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction
+Added: outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional
+Added: 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.
−Removed: These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution
−Removed: passed by the affirmative vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business
−Removed: Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
−Removed: by proxy at the applicable general meeting of the Company.
−Removed: Rights — Except in cases
−Removed: where the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one
−Removed: fifteenth (1/15) of one Class A ordinary share upon consummation of the initial Business Combination.
−Removed: In the event the Company is not
−Removed: the surviving Company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively
−Removed: convert its Share Rights in order to receive the one fifteenth (1/15) of one Class A ordinary share underlying each Share Right upon
−Removed: consummation of the Business Combination.
+Added: These provisions of the amended
+Added: and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative
+Added: vote of at least 90 % (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds)
+Added: 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
+Added: general meeting of the Company.
+Added: Rights — Except in cases where
+Added: the Company is not the surviving company in a Business Combination, each holder of a Share Right will automatically receive one fifteenth
+Added: (1/15) of one Class A ordinary share upon consummation of the initial Business Combination.
+Added: In the event the Company is not the surviving
+Added: Company upon completion of the initial Business Combination, each holder of a Share Right will be required to affirmatively convert its
+Added: Share Rights in order to receive the one fifteenth (1/15) of one Class A ordinary share underlying each Share Right upon consummation
+Added: of the Business Combination.
The Company will not issue fractional shares in connection with an exchange of Share Rights.
−Removed: Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions
−Removed: of Cayman Islands law.
−Removed: As a result, holders must hold Share Rights in multiples of 15 in order to receive shares for all of their Share
−Removed: Rights upon closing of a Business Combination.
−Removed: If the Company is unable to complete an initial Business Combination within the required
−Removed: time period and the Company redeems the public shares for the funds held in the Trust Account, holders of Share Rights will not receive
−Removed: any of such funds for their Share Rights and the Share Rights will expire worthless.
+Added: Fractional shares
+Added: will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman Islands
+Added: 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
+Added: of a Business Combination.
+Added: If the Company is unable to complete an initial Business Combination within the required time period and the
+Added: Company redeems the public shares for the funds held in the Trust Account, holders of Share Rights will not receive any of such funds
+Added: for their Share Rights and the Share Rights will expire worthless.
FAIR VALUE MEASUREMENTS
6 unchanged sentences
about how market participants would price assets and liabilities).
−Removed: The following fair value hierarchy is used to classify assets and
−Removed: liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
−Removed: Quoted prices in active
−Removed: markets for identical assets or liabilities.
−Removed: An active market for an asset or liability is a market in which transactions for the
−Removed: asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
+Added: The following fair value hierarchy is used to classify assets and liabilities
+Added: based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
+Added: Quoted prices in active markets for identical assets or liabilities.
+Added: 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
−Removed: JUNE 30, 2025
−Removed: Observable inputs other
−Removed: than Level 1 inputs.
−Removed: Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted
−Removed: prices for identical assets or liabilities in markets that are not active.
−Removed: Unobservable inputs based
−Removed: on assessment of the assumptions that market participants would use in pricing the asset or liability.
−Removed: At June 30, 2025, assets held in the Trust Account
−Removed: were comprised of $ 293,821,865 in U.S.
+Added: SEPTEMBER 30, 2025
+Added: Observable inputs other than Level 1 inputs.
+Added: 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.
+Added: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.
+Added: At September 30, 2025, assets held in the Trust
+Added: Account were comprised of $ 297,010,957 in U.S.
Treasury Securities.
The following table presents information about
−Removed: 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
+Added: the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
−Removed: Investments held in Trust Account – U.S.
−Removed: Treasury Securities
+Added: September 30,
+Added: Investments held in Trust Account
$ 297,010,957
1 unchanged sentence
ASC Topic 280, “Segment Reporting,”
−Removed: establishes standards for companies to report in their financial statement information about operating segments, products, services,
−Removed: geographic areas, and major customers.
−Removed: Operating segments are defined as components of an enterprise for which separate financial
−Removed: information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how
−Removed: to allocate resources and assess performance.
−Removed: The Company’s chief operating decision
−Removed: maker has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a
−Removed: whole to make decisions about allocating resources and assessing financial performance.
−Removed: Accordingly, management has determined that the
−Removed: Company only has one operating segment.
+Added: establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
+Added: areas, and major customers.
+Added: Operating segments are defined as components of an enterprise for which separate financial information
+Added: is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate
+Added: resources and assess performance.
+Added: The Company’s chief operating decision maker
+Added: has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole
+Added: to make decisions about allocating resources and assessing financial performance.
+Added: Accordingly, management has determined that the Company
+Added: 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:
−Removed: Three Months Ended
−Removed: Six Months Ended
−Removed: Operating and formation costs
−Removed: Interest earned on the investments held in Trust Account
+Added: September 30,
+Added: September 30,
+Added: General and administrative and formation costs
+Added: Interest earned on investments held in Trust Account
+Added: September 30,
Investments held in Trust Account
6 unchanged sentences
General and administrative expenses are reviewed and monitored by the CODM
−Removed: to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination
−Removed: The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs
−Removed: are aligned with all agreements and budget.
−Removed: The accounting policies used to measure the profit and loss of the segment are the same as
−Removed: those described in the summary of significant accounting policies.
+Added: to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period.
+Added: The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are
+Added: aligned with all agreements and budget.
+Added: The accounting policies used to measure the profit and loss of the segment are the same as those
+Added: described in the summary of significant accounting policies.
SUBSEQUENT EVENTS
4 unchanged sentences
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.