Form 8-K

8-K — K&F GROWTH ACQUISITION CORP. II

Accession: 0001213900-26-101813

Filed: 2026-09-21

Period: 2026-09-18

CIK: 0002029976

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — ea0305960-8k_kfgrow2.htm (Primary)

EX-10.1 — FORM OF PROMISSORY NOTE (ea030596001ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

September 18, 2026

K&F Growth Acquisition Corp. II

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-42503

N/A

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1219 Morningside Drive, Suite 110

Manhattan Beach, CA 90266

(Address of principal executive offices, including

zip code)

Registrant’s telephone number, including

area code: 310-545-9265

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share and one right

KFIIU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

KFII

The Nasdaq Stock Market LLC

Rights, each right entitling the holder to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of the initial business combination

KFIIR

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into

a Material Definitive Agreement.

On September 18, 2026, K&F

Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), issued two separate unsecured promissory

notes (the “Notes”) to each of Daniel Fetters and Edward King (collectively, the “Payees”), in total

principal amounts of $300,000 and $300,000, respectively. The proceeds of the Notes, which may be drawn from time to time prior to the

Maturity Date (as defined below), will be used by the Company for working capital purposes.

The

Notes bear no interest and are due and payable upon the earlier of (i) the consummation of the Company’s initial business combination

(the “Business Combination”) and (ii) the date of liquidation of the Company (such earlier date, the “Maturity

Date”). In the event that the Company does not consummate a Business Combination, the Notes will be repaid only from amounts

remaining outside of the Company’s trust account established in connection with the Company’s initial public offering of its

securities (the “IPO”), if any.

If,

prior to the Business Combination, the principal balances of the Notes have not been paid in full, then, at the Payees’ option and

subject to certain conditions, up to the total principal amounts of the Notes may be converted into units of the Company (the “Conversion

Unit”), each consisting of one Class A ordinary share and one right to receive one-fifteenth (1/15) of one Class A ordinary

share upon the consummation of the Business Combination. The Conversion Units shall be identical to the units issued by the Company in

a private placement upon consummation of its IPO. The Conversion Units and their underlying securities are entitled to the registration

rights set forth in that certain Registration Rights Agreement by and between the Company and the parties thereto, dated as of February

4, 2025.

failure to pay the principal outstanding amount of the Notes within one business day of the Maturity Date shall be deemed an event of

default, in which case the Payees may declare the Notes due and payable immediately. The issuance of the Notes was made pursuant to the

exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The

foregoing description is qualified in its entirety by reference to the Note, a form of which is attached as Exhibit 10.1 hereto and is

incorporated herein by reference.

Item 2.03 Creation

of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant.

The

disclosure is contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 3.02 Unregistered

Sales of Equity Securities.

The

disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Promissory Note.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

K&F Growth Acquisition Corp. II

By:

/s/ Edward King

Name:

Edward King

Title:

Co-Chief Executive Officer

Dated: September 21, 2026

EX-10.1 — FORM OF PROMISSORY NOTE

EX-10.1

Filename: ea030596001ex10-1.htm · Sequence: 2

Exhibit 10.1

THIS PROMISSORY NOTE (“NOTE”) HAS

NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT

ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN

OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

PROMISSORY NOTE

Dated as of September 18, 2026

Principal Amount: Up to $300,000

Manhattan Beach, CA

K&F Growth Acquisition Corp. II, a Cayman

Islands exempted company (the “Maker”), promises to pay to the order of [ ], or his assigns or successors in interest

(the “Payee”), or order, the principal sum of up to $300,000 in lawful money of the United States of America, on the

terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds

or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with

the provisions of this Note.

1. Principal. The principal balance of

this Note shall be due and payable by the Maker (such date, the “Maturity Date”), subject to Section 12 below, upon

the earlier of (a) the consummation of the Maker’s proposed initial business combination (the “Business Combination”)

and (b) the date of the liquidation of the Maker.

2. Interest. No interest shall accrue on

the unpaid principal balance of this Note.

3. Drawdown Requests. The Maker

and the Payee agree that the Maker may request up to $300,000 (the “Maximum Loan Amount”)

hereunder for costs reasonably related to the Maker’s working capital needs prior to the consummation of the Business Combination.

The principal of this Note may be drawn down from time to time prior to the date on which the Maker consummates a Business Combination,

upon request from the Maker to the Payee (each, a “Drawdown Request”)

in such amounts as the Maker may determine in its discretion. The Payee shall fund each Drawdown Request no later than five (5) business

days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is the

Maximum Loan Amount. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid.

No fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.

4. Application of Payments. All payments

received by the Payee pursuant to this Note shall be applied first to payment in full of any costs incurred in the collection of any sum

due under this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges

and finally to the reduction of the unpaid principal balance of this Note.

5. Events of Default. The following shall

constitute an event of default (“Event of Default”):

(a) Failure to Make Required

Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within one (1) business day of the Maturity Date.

(b) Voluntary Bankruptcy,

Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation

or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,

sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment

for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate

action by the Maker in furtherance of any of the foregoing.

Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary

case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,

sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation

of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.

6. Remedies.

(a) Upon the occurrence of

an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately

and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due

and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained

herein or in the documents evidencing the same to the contrary notwithstanding.

(b) Upon the occurrence of

an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard

to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.

7. Waivers. The Maker and all endorsers

and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest

with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note,

and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any

part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay

of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied

upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole

or in part in any order desired by the Payee.

8. Unconditional Liability. The Maker hereby

waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and

agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any

manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any

and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other

provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice

to the Maker or affecting the Maker’s liability hereunder.

9. Notices. All notices, statements or

other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first

class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,

(b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing

by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic

mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been

given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile

or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent

by mail.

10. Construction. THIS NOTE SHALL BE CONSTRUED

AND ENFORCED IN ACCORDANCE WITH THE LAWS OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

11. Severability. Any provision contained

in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of

such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability

in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

12. Trust Waiver. Notwithstanding anything

herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in

or to any distribution of or from the trust account (the “Trust Account”) established in which the proceeds of the

initial public offering (the “IPO”) conducted by the Maker (including the deferred underwriters’ discounts and

commissions) and the proceeds of the sale of the units issued in a private placement that occurred in connection with the closing of the

IPO were deposited, as described in greater detail in the Maker’s Registration Statement on Form S-1 (No. 333-282929) filed with

the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction

for any Claim against the Trust Account for any reason whatsoever.

13. Amendment; Waiver. Any amendment

hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.

14. Assignment. No assignment or

transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the prior

written consent of the Payee and any attempted assignment without the required consent shall be void.

15. Conversion.

(a) Notwithstanding anything

contained in this Note to the contrary, if, prior to the Business Combination, the principal balance of this Note has not been paid in

full, then, at the Payee’s option, the Payee may elect to convert, on the date of the Business Combination, up to $300,000 of the

unpaid principal balance of this Note into that number of units (the “Conversion Units”), each consisting of one Class

A ordinary share and one right to receive one fifteenth (1/15) of one Class A ordinary share. The Conversion Units shall be identical

to the units issued by the Maker in a private placement upon consummation of the Maker’s IPO. The Conversion Units and any other

equity security of the Maker issued or issuable with respect to the foregoing by way of a share dividend or share split or in connection

with a combination of shares, recapitalization, amalgamation, consolidation or reorganization, shall be entitled to the registration rights

set forth in Section 16 hereof.

(b) Upon any complete or partial

conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such converted portion of this Note

shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly endorsed, to the Maker or such other

address which the Maker shall designate against delivery of the Conversion Units, (iii) the Maker shall promptly deliver a new duly executed

Note to the Payee in the principal amount that remains outstanding, if any, after any such conversion and (iv) in exchange for all or

any portion of the surrendered Note, the Maker shall, at the direction of the Payee, deliver to the Payee (or his respective affiliates)

(the Payee or such other persons, the “Holders”) the Conversion Units, which shall bear such legends as are required,

in the opinion of counsel to the Maker or by any other agreement between the Maker and the Payee and applicable state and federal securities

laws.

any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units upon conversion of

this Note pursuant hereto; provided, however, that the Holders shall not be obligated to pay any transfer taxes resulting from any transfer

requested by the Holders in connection with any such conversion.

(d) The Conversion Units shall

not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable provisions of law.

16. Registration Rights.

(a) Reference is made to that

certain Registration Rights Agreement between the Maker and the parties thereto, dated as of February 4, 2025 (the “Registration

Rights Agreement”). All capitalized terms used in this Section 16 shall have the same meanings ascribed to them in the Registration

Rights Agreement.

(b) The Holders shall be entitled

to one Demand Registration, which shall be subject to the same provisions as set forth in Section 2.1 of the Registration Rights Agreement.

be entitled to include the Conversion Units and their underlying securities in Piggyback Registrations, which shall be subject to the

same provisions as set forth in Section 2.2 of the Registration Rights Agreement; provided, however, that in the event that an underwriter

advises the Maker that the Maximum Number of Securities has been exceeded with respect to a Piggyback Registration, the Holders shall

not have any priority for inclusion in such Piggyback Registration.

(d) Except as set forth above,

the Holders and the Maker, as applicable, shall have all of the same rights, duties and obligations set forth in the Registration Rights

Agreement.

[Remainder of page intentionally left blank.

Signature page follows.]

IN WITNESS WHEREOF,

the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first

above written.

K&F Growth Acquisition Corp. II

By:

Name:

Daniel Fetters

Title:

Co-Chief Executive Officer

[Signature Page – Promissory Note]

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-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

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