K&F Growth Acquisition Corp II-A美股招股说明书(2025-02-06版)

K&F Growth Acquisition Corp. II 25,000,000 Units K&F Growth Acquisition Corp. II is a blank check company incorporated as a Cayman Islands exemptedcompany and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,share purchase, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. We may pursue an initial business combination in anybusiness or industry. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of oneClass A ordinary share and one right to receive one fifteenth (1/15) of a Class A ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as Share Rights. The underwriters have a 45-day option from the date of thisprospectus to purchase up to an additional 3,750,000 units to cover over-allotments, if any. We will provide our public shareholders with the opportunity to redeem, regardless of whether they abstain,vote for, or vote against, our initial business combination, all or a portion of their Class A ordinary shares thatwere sold as part of the units in this offering, which we refer to collectively as our public shares, upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregateamount then on deposit in the trust account described below as of two business days prior to the consummationof our initial business combination, including interest earned on the funds held in the trust account (net ofamounts withdrawn to pay our income taxes, if any), divided by the number of then outstanding public Class Aordinary shares, subject to the limitations and on the conditions described herein.See“Summary — TheOffering — Redemption rights forpublic shareholders uponcompletionofourinitialbusinesscombination”on page 32 and“Summary — The Offering — Redemption of public shares and distributionand liquidation if no initial business combination” on page 37 for more information. Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuantto the tender offer rules, our amended and restated memorandum and articles of association provide that apublic shareholder, together with any affiliate of such shareholder or any other person with whom suchshareholderis acting in concert or as a“group”(as defined under Section 13 of the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares withrespect to more than an aggregate of 15% of the shares sold in this offering without our prior consent.However, we would not be restricting our shareholders’ ability to vote all of their shares (including all sharesheld by those shareholders that hold more than 15% of the shares sold in this offering) for or against our initialbusiness combination.See “Summary — The Offering — Limitation on redemption rights of shareholdersholding 15% or more of the shares sold in this offering if we hold shareholder vote” on page 36 for furtherdiscussion on certain limitations on redemption rights. Oursponsor,K&F Growth Acquisition LLC II,and BTIG,LLC(“BTIG”),the representative of theunderwriters, have committed, pursuant to written agreements, to purchase from us an aggregate of 828,977private placement units (or up to 922,727 private placement units if the underwriters’ over-allotment option isexercised in full) at $10.00 per unit for an aggregate purchase price of $8,289,770 (or up to $9,227,270 if theunderwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneouslywith the closing of this offering. Each private placement unit consists of one Class A ordinary share and one Share Right to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initialbusiness combination, as described in more detail in this prospectus. We refer to these units throughout thisprospectus as the private placement units and the Share Rights included in the private placement units asprivate placement rights. Of those 828,977 private placement units, our sponsor has agreed to purchase457,942 private placement units (or up to 495,447 private placement units if the underwriters’ over-allotmentoption is exercised in full) and BTIG has agreed to purchase 371,035 private placement units (or up to 427,280private placement units if the underwriters’ over-allotment option is exercised in full). The private Table of Contents placement units are identical