K&F Growth Acquisition Corp II-A 2025年季度报告

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 12, 2025, there were29,672,727Class A ordinary shares, $0.0001 par value, and9,583,333Class B ordinary shares,$0.0001 par value, of the registrant issued and outstanding. FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2025 TABLE OF CONTENTS PART I - FINANCIAL INFORMATION K&F GROWTH ACQUISITION CORP. IINOTES TO CONDENSED FINANCIAL STATEMENTS NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS K&F Growth Acquisition Corp.II (the “Company”) is a special purpose acquisition company incorporated as a Cayman Islandsexempted company on July2, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, shareexchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses (the“Business Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has As of March 31, 2025, the Company had not commenced any operations. All activity for the period from July2, 2024 (inception)through March 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which isdescribed below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. TheCompany will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The The registration statement for the Company’s Initial Public Offering was declared effective on February 4, 2025. On February 6, 2025,the Company consummated the Initial Public Offering of28,750,000units (the “Units” and, with respect to the Class A ordinaryshares included in the Units being offered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of3,750,000Units, at $10.00per Unit, generating gross proceeds of $287,500,000, which is described Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of922,727units (the “PrivatePlacement Units”) at a price of $10.00per Private Placement Unit, in a private placement to the Company’s sponsor, K&F GrowthAcquisition LLC II (the “Sponsor”), and BTIG, LLC (“BTIG”), the representative of the underwriters, generating gross proceeds of$9,227,270, which is described in Note 4. Each Private Placement Unit consists ofonePrivate Placement Share andoneShare Right toreceive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial Business Combination (“Private Transaction costs amounted to $16,427,868, consisting of $5,750,000of cash underwriting fee, $10,062,500of deferred underwritingfee, and $615,368of other offering costs. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least80% ofthe net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and incometaxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a BusinessCombination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or Following the closing of the Initial Public Offering, on February 6, 2025, an amount of $288,937,500($10.05per Unit) from the netproceeds of the sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the trustaccount (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds will be held in cash,including in demand deposit accounts at a bank, or invested in U.S.government treasury obligations with a maturity of 185days orless or in money market funds meeting certain conditions u