K&F GROWTH ACQUISITION CORP. II

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risdetailed descriptions of the risks relating to our operationsCompany, see the section titled Risk Factors contained in the our (i) IPO Registration Statement on F, (ii) 2025 Annual Report and (iii) 2025 First Quarter Form S-1 initial10-Q and 2025 Second Quarter Form 10-Q. As of the date of this Report, there have been no material changes with respect to those risk factors, other than as set forth below. Any of these previously filed with the disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC on October 31.

We anticipate that our securities will be suspended from trading on Nasdaq and delisted if we do not consummate our initial Business Combination by February 4, 2024, as amended (the 8. Any trading suspension or delisting could have a material adverse effect on the trading of our securities and may adversely affect our ability to consummate an initial Business Combination.

Our IPO Registration Statement), and was declared effective by the SEC on February 4, 2025 (File No. 333-282929) and Quarterly Report on Form 10Q foand our securities are currently listed on the Global Market tier of Nasdaq. Pursuant to our Amended and Restated Articles, we have until November 6, 2026 to consummate our initial Business Combination.

Under the quarterly period Nasdaq Rules, a SPACs Nasdaq-listed securities will be immediately suspended March 31, 2025 and June 30, 2025 as filed with the SEC on May 15, 2025 and August 14, 2025, respectively. As of the date from trading if the SPAC does not meet the Nasdaq 36-Month Requirement, and Nasdaq will, at such point, commence delisting procedures. Although a SPAC can request a hearing before the hearing panel of Nasdaq (the Hearing Panel), the scope of the Hearing Panels review is limited. If a SPAC completes a Business Combination after receiving a delisting determination by the staff of this Report, there have been no material changes e Listing Qualifications Department of Nasdaq (a Staff Delisting Determination) and/or demonstrates compliance with all applicable initial listing requirements, the combined company can apply to list its securities on Nasdaq pursuant to the normal application review process. The Nasdaq Rules contain a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with respect to those risk factors. Any of these previously disclosed risk factorsthe Nasdaq 36-Month Requirement.

Accordingly, were we to amend our Amended and Restated Articles to extend the date by which we are permitted to consummate our initial Business Combination, we would still need to consummate our initial Business Combination on or prior to February 4, 2028 in order to avoid a suspension of our securities from trading on and delisting from Nasdaq. If Nasdaq were to suspend our securities from trading and delist our securities, our securities could result ipotentially be quoted on an over-the-counter market. Even if our securities are then quoted on an over-the-counter market, our Nasdaq suspension a signd delisting could have significant or material adverse econsequences, including:

In addition, iffect on  our securities are delisted from Nasdaq, trading in our resultsecurities, and offers and sales of operations or financiur securities by us, may be subject to state securities regulation and additional condmpliance costs.

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Certain agreements related to the Inition. Additional risks not presently known to us or that we currently deem immal Public Offering may be amended, or their provisions waived, without shareholder approval.

Certain of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without shareholder approval. Such agreements include the (i) Underwriting Agreement, (ii) the Letter Agreement, (iii) the Registration Rights Agreement, (iii) the Private Placement Units Purchase Agreements and (iv) the Administrative Services Agreement. These agreements contain various provisions that our Public Shareholders might deem to be material may also affect our business or ability to consummate an ini. For example, our Letter Agreement and the Underwriting Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsor, officers and directors, subject to certain exceptions. Amendments or waivers to such agreements would require the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering. Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsor, officers and/or directors. Any such amendments would not require approval from our shareholders, may result in the completion of our initial Business Combination. We that may disclose changes to such risk factors or disclose additionnot otherwise have been possible, and may have an adverse effect on the value of an investment in our securities. For example, although we would not amend lock-up provisions to permit securities held by our Sponsor to be freely sold prior to our initial risk factors from timeBusiness Combination, we may amend such provisions to permit them to time in our future filings with be freely sold after the Business Combination earlier than they would otherwise be permitted, which may have an adverse effect on the SEC.

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price of our securities.