K&F Growth Acquisition Corp. II Issues $600K Promissory Notes

What Happened

• K&F Growth Acquisition Corp. II announced on September 18, 2026 that it issued unsecured, non‑interest promissory notes totaling $600,000—$300,000 each—to Daniel Fetters and Edward King. The proceeds may be drawn as needed for working capital and the notes mature on the earlier of the company’s initial business combination or liquidation.

Key Details

• Total principal: $600,000 ($300,000 to each of Daniel Fetters and Edward King).
• Interest & maturity: Notes bear no interest and are due upon the earlier of consummation of the company’s initial business combination or the company’s liquidation.
• Repayment if no deal: If the company does not complete a business combination, repayment is limited to amounts remaining outside the IPO trust account, if any.
• Conversion option: If unpaid before the business combination, the payees may (subject to conditions) convert up to the principal amounts into Conversion Units (each unit = 1 Class A ordinary share + a right to 1/15 of a Class A share upon the business combination). These Conversion Units match the private placement units issued at the IPO and carry the registration rights from the company’s February 4, 2025 Registration Rights Agreement.
• Default: Failure to pay outstanding principal within one business day after the maturity date is an event of default, permitting the payees to declare the notes immediately due and payable.
• Securities law: The notes were issued in reliance on the Section 4(a)(2) exemption from registration.

Why It Matters

• The company has taken on a short‑term, unsecured funding obligation from two insiders to cover working capital needs before a business combination. Investors should note this creates a direct financial obligation and includes a conversion feature that could lead to issuance of Class A shares and related rights (potential dilution) if converted prior to the business combination. The repayment protection is limited if no business combination occurs, since funds outside the IPO trust account may be insufficient to repay the notes.