K&F Growth Acquisition Corp II

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Approve an amendment to the Company's amended and restated memorandum and articles of association extending the deadline to consummate a Business Combination from November 6, 2026 to February 7, 2028, or an earlier date determined by the Board. Public Shareholders would receive redemption rights upon effectiveness of the amendment.

   More detail

   The proposal asks shareholders to amend the Company’s constitutional documents so that its Completion Window ends on February 7, 2028, rather than November 6, 2026. The amendment also preserves the Board’s ability to select an earlier completion date and allows a later date if subsequently approved by members under the Articles. Management is seeking the extension because it believes there is insufficient time to identify, negotiate, obtain approval for, and close an initial Business Combination before the current deadline. If the amendment fails and no Business Combination is completed by November 6, 2026, the Company would cease operations, redeem its Public Shares from the Trust Account, and liquidate and dissolve. Approval would trigger a redemption opportunity for eligible Public Shareholders, regardless of how they vote on the proposal. The amount remaining in the Trust Account could be materially reduced by those redemptions, potentially making a future transaction more difficult to finance. The proposal does not itself approve any Business Combination; shareholders would vote separately on a transaction later. The Board unanimously determined that extending the deadline is in the Company’s best interests because it preserves the opportunity to complete a transaction rather than face mandatory liquidation. The Board therefore unanimously recommends that shareholders vote FOR the Extension Amendment Proposal.

2. 2

   Auditor Ratification Proposal

   ManagementBoard: FOR

   Ratify the Audit Committee's selection of WithumSmith+Brown, PC to serve as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if there are insufficient votes for, or otherwise in connection with, approval of the other proposals.

   More detail

   The proposal asks shareholders to authorize the Chairman of the Meeting to adjourn the extraordinary general meeting to a later date or dates. The authority would be used if additional time is needed to solicit proxies or obtain votes on the Extension Amendment Proposal or Auditor Ratification Proposal. The proposal is procedural and does not itself amend the Company’s charter, approve a Business Combination, or change shareholder redemption rights. Management states that if the other proposals do not receive sufficient support, an adjournment could provide an opportunity to secure additional votes. If the adjournment proposal is not approved, the Chairman may be unable to postpone the meeting for further solicitation based on insufficient votes. Failure to secure the Extension Amendment Proposal could leave the Company unable to complete a Business Combination before November 6, 2026. In that circumstance, the Company would be required to wind up, redeem the Public Shares subject to the governing documents, and liquidate and dissolve. The proposal is not conditioned on approval of the other proposals, although it may be presented particularly if one of them lacks sufficient votes. The Board unanimously recommends voting FOR the Adjournment Proposal if it is presented.

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When is the K&F Growth Acquisition Corp II 2026 special meeting?

K&F Growth Acquisition Corp II (KFII) holds its 2026 special shareholder meeting on Tuesday, November 3, 2026.

What is the record date for the K&F Growth Acquisition Corp II 2026 meeting?

The record date for the K&F Growth Acquisition Corp II 2026 meeting is Thursday, October 8, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for K&F Growth Acquisition Corp II's 2026 meeting?

The board is presenting 5 director nominees at the K&F Growth Acquisition Corp II 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the K&F Growth Acquisition Corp II 2026 meeting?

Shareholders will vote on 3 proposals at the K&F Growth Acquisition Corp II 2026 meeting, each tagged with who proposed it and the board's recommendation.