K&F Growth Acquisition converts 9.5 million shares to sponsor

K&F Growth Acquisition Corp. II issued 9,583,332 Class A ordinary shares to its sponsor, K&F Growth Acquisition LLC II, on October 23, 2026. The transaction involved the conversion of an equal number of Class B ordinary shares held by the sponsor, moving the securities into the Class A category without a registered public offering.

The newly issued Class A ordinary shares carry the same restrictions that applied to the Class B shares prior to the conversion. These include specific transfer restrictions, a waiver of redemption rights, and an obligation to vote in favor of an initial business combination, as outlined in the final prospectus filed with the Securities and Exchange Commission on February 6, 2025.

Following this conversion, K&F Growth Acquisition Corp. II reported 39,256,059 Class A ordinary shares issued and outstanding. The company also reported one Class B ordinary share issued and outstanding. The issuance relied on the exemption from registration provided by Section 3(a)(9) of the Securities Act.

This share conversion occurred while the company solicits proxies to approve an extension of the deadline for completing an initial business combination. The company filed a definitive proxy statement with the SEC and mailed it to shareholders on or about October 16, 2026. The proposed amendment to its amended and restated memorandum and articles of association aims to extend the date by which the company must consummate a deal.

Under SEC rules, K&F Growth Acquisition Corp. II, David’s Bridal, Inc., and Pearl, the wedding planning, media and commerce division of David’s Bridal, may be deemed participants in the solicitation of proxies related to a potential business combination or the extension. A list of directors and executive officers involved in these solicitations is expected to be included in the registration statement filed in connection with the potential business combination when available.

Investors are directed to review the Extension Proxy Statement and any amendments or supplements for detailed information regarding the company and the proposed extension. The company noted that its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 27, 2026, contains descriptions of security ownership and director interests. Any changes in holdings will be reflected in Statements of Change in Ownership on Form 4 filed with the SEC.