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Form Type: 8-K

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000121390025013045

Filing Summary: On February 6, 2025, K&F Growth Acquisition Corp. II consummated its initial public offering (IPO) of 28,750,000 units, which included 3,750,000 units from the full exercise of the underwriters’ over-allotment option. Each unit is made up of one Class A ordinary share and one right to receive one-fifteenth of one Class A ordinary share upon completion of the initial business combination. The units were priced at $10.00 each, generating gross proceeds of $287,500,000. Concurrently, the company completed a private placement of 922,727 units for $10.00 each, yielding an additional $9,227,270. In total, $288,937,500 was placed in a trust account, which includes the proceeds from both the IPO and private placement. An audited balance sheet as of the IPO date reflecting these transactions is included as Exhibit 99.1.

Document Link: View Document

Additional details:

Units Sold: 28750000


Private Placement Units: 922727


Total Gross Proceeds: 288937500


Price Per Unit: 10


Underwriters Over Allotment: 3750000


Trust Account: 1


Form Type: 8-K

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025011738

Filing Summary: On February 4, 2025, K&F Growth Acquisition Corp. II completed its initial public offering (IPO) of 28,750,000 units, with an underwriters' option to purchase an additional 3,750,000 units. The offer price was set at $10.00 per unit, yielding gross proceeds of $287,500,000. Each unit consists of one Class A ordinary share and one right to receive one-fifteenth of one Class A ordinary share upon the consummation of the initial business combination. The Company entered into multiple agreements related to the IPO, including an Underwriting Agreement, a Share Rights Agreement, and an Investment Management Trust Agreement, all dated February 4, 2025. Additionally, the Company completed the private sale of 922,727 units to the Sponsor and BTIG at $10.00 per unit. The funds from the IPO and the private placement were placed in a trust account and are designated for specific expenses, with conditions set for their release. The Company's amended and restated memorandum and articles of association were also filed on February 4, 2025.

Document Link: View Document

Additional details:

Title Of Each Class: Units, each consisting of one Class A ordinary share and one right


Trading Symbol: KFIIU


Name Of Each Exchange: The Nasdaq Stock Market LLC


Title Of Each Class: Class A ordinary shares, par value $0.0001 per share


Trading Symbol: KFII


Name Of Each Exchange: The Nasdaq Stock Market LLC


Title Of Each Class: Rights, each right entitling the holder to receive one-fifteenth (1/15) of one Class A ordinary share upon the consummation of the initial business combination


Trading Symbol: KFIIR


Name Of Each Exchange: The Nasdaq Stock Market LLC


Investment Management Trust Agreement Date: 2025-02-04


Share Rights Agreement Date: 2025-02-04


Registration Rights Agreement Date: 2025-02-04


Indemnity Agreements Date: 2025-02-04


Form Type: 424B4

Filing Date: 2025-02-06

Corporate Action: Ipo

Type: New

Accession Number: 000121390025010639

Filing Summary: K&F Growth Acquisition Corp. II is conducting an initial public offering (IPO) of its securities, aiming to raise $250,000,000 through the sale of 25,000,000 units at a price of $10.00 per unit. Each unit consists of one Class A ordinary share and one right to receive a fraction of a Class A ordinary share upon the consummation of an initial business combination. The company is a blank check entity formed to merge with, amalgamate, or acquire a business without having selected a target or initiated discussions. Unique features include redemption rights for public shareholders that apply irrespective of their vote regarding the business combination, with certain limitations on shareholders owning over 15% of shares. The underwriters, led by BTIG, have a 45-day option to purchase additional units to cover over-allotments. The prospectus outlines financial projections, potential dilution effects for public shareholders due to sponsor's low acquisition cost of founder shares, and risks associated with the investment, including high volatility and lack of certain regulatory protections. The units are expected to trade on the Nasdaq under the symbol 'KFIIU' starting February 6, 2025.

Document Link: View Document

Additional details:

Public Offering Price: $10.00


Total Public Offering Price: $250,000,000


Underwriting Discounts And Commissions: $13,750,000


Proceeds Before Expenses: $236,250,000


Private Placement Units: 828,977


Conversion Ratio: one-for-one


Maximum Redemption Period: 21 months


Non Managing Sponsor Investors Interest: $156 million


Form Type: S-1/A

Filing Date: 2025-01-30

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025008016

Filing Summary: K&F Growth Acquisition Corp. II has filed Amendment No. 3 to its S-1 Registration Statement to register an initial public offering (IPO) of 25,000,000 units priced at $10.00 each, totaling $250,000,000. The units consist of one Class A ordinary share and one right to receive one fifteenth of a Class A ordinary share upon completion of an initial business combination. The offering is part of a strategy to effect a merger, acquisition, or similar business combination with unspecified target companies. The registrant is classified as a smaller reporting company and an emerging growth company under federal securities laws. The document highlights the risks associated with potential dilution to public shareholders and conflicts of interest between sponsors and investors. The initial business combination must be completed within 21 months of the offering's closing, with provisions for shareholder redemptions outlined. Underwriters, led by BTIG, have a 45-day option to purchase additional units for over-allotments.

Document Link: View Document

Additional details:

Offering Price Per Unit: $10.00


Total Proceeds: $250,000,000


Trust Account Amount: $251,250,000


Units Sold: 25,000,000


Redemption Limit: 15%


Initial Business Combination Period: 21 months


Form Type: S-1/A

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: Update

Accession Number: 000121390025005656

Filing Summary: K&F Growth Acquisition Corp. II, a Cayman Islands exempt company, is issuing a preliminary prospectus for its initial public offering, proposing to sell 25,000,000 units at $10.00 per unit for a total of $250,000,000. Each unit consists of one Class A ordinary share and a right to receive one-fifteenth of a Class A ordinary share upon consummation of an initial business combination. The registration statement filed is an amendment (Amendment No. 2) aimed at providing additional details regarding the offering and associated investor rights. The company has not yet selected any business combination target nor initiated substantive discussions with potential candidates. Public shareholders will have redemption rights upon the completion of the initial business combination, with discussions around potential limitations based on significant shareholdings. The underwriters have the option to purchase an additional 3,750,000 units for overallotments. The company intends to list its units on Nasdaq under the symbol 'KFIIU.' Key risks include potential dilution for public shareholders and conflicts of interest among management and sponsors, particularly regarding the pricing and valuation of founder shares.

Document Link: View Document

Additional details:

Offering Price Per Unit: 10.00

Total Public Offering Price: 250000000

Proceeds Before Expenses: 236250000

Underwriting Discounts And Commissions: 13750000

Public Units Sold: 25000000


Redemption Rights Conditions: public shareholders can redeem their shares based on the amount on deposit in the trust account


Listing Symbol: KFIIU

Expected Separate Trading Day: 52nd day following the date of the prospectus


Sponsor Commitment: 850000 units at $10.00 each


Non Managing Sponsor Investors Interest: approximately $156 million


Conflict Of Interest: management could profit even if selected target declines in value


Completion Window: 21 months from the closing of the offering


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