0001213900-26-035745
SEC filingK&F Growth Acquisition Corp. II, a blank check company, reported a net income of $10.2 million for the fiscal year ended December 31, 2025, driven by $10.9 million in interest earned on cash and securities held in its Trust Account. This was offset by a loss from operations of $0.7 million, consisting entirely of general and administrative and formation costs. The company has generated no operating revenues to date. As of December 31, 2025, the company held total assets of $300.6 million, primarily consisting of $299.9 million in cash and securities held in the Trust Account. The company must complete an initial Business Combination by November 6, 2026, or it will be required to liquidate and redeem its Public Shares. Management has raised substantial doubt about the company's ability to continue as a going concern due to its need for additional financing to complete a Business Combination and the impending deadline.
For the fiscal year ended December 31, 2025, K&F Growth Acquisition Corp. II reported a net income of $10,196,396. This result was driven by $10,938,659 in interest income earned on the cash and securities held in the company's Trust Account. This non-operating income was offset by a loss from operations of $742,263, which consisted entirely of general and administrative and formation costs. The company has not generated any operating revenues since its inception. The company's financial performance is not comparable to a prior year as this is its first full fiscal year following its Initial Public Offering (IPO) on February 6, 2025.
The company is a blank check company, or special purpose acquisition company (SPAC), formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. As explicitly stated in the filing, the company 'has generated no operating revenues to date, and we do not expect that we will generate operating revenues until we consummate our initial Business Combination.' Therefore, there is no revenue from customer sales, product segments, or geographic regions to analyze. All income for the period is non-operating, derived from interest on funds held in trust.
With zero operating revenue, traditional margin calculations such as gross margin or operating margin are not applicable. The company's profitability for the period is solely a function of its interest income exceeding its operating expenses. The operating loss of $742,263 reflects the costs of being a public company, including legal, financial reporting, accounting, auditing compliance, and due diligence expenses related to searching for a Business Combination target. The cost structure is minimal, consisting of administrative costs, with no cost of goods sold or significant capital expenditures.
Net cash used in operating activities was $849,099 for the year ended December 31, 2025. The balance sheet is characterized by a large Trust Account. As of December 31, 2025, total assets were $300.6 million. This includes $299.9 million in 'Cash and securities held in Trust Account' and $727,000 in total current assets (Cash of $577,000 and Prepaid expenses of $150,000). Total liabilities were $10.1 million, primarily consisting of a $10.1 million deferred underwriting fee. The company's equity shows a shareholders' deficit of $9.4 million, driven by an accumulated deficit. The company's liquidity outside the Trust Account was approximately $577,000 as of the period end, which it uses to fund search costs for a Business Combination.
The company's primary forward-looking activity is the completion of an initial Business Combination. It has until November 6, 2026 (21 months from its IPO closing), to consummate such a transaction. If it fails to do so, it will be required to liquidate and redeem all Public Shares at a per-share redemption price, which was approximately $10.43 as of December 31, 2025. Management has determined that the possible need for additional financing to complete a Business Combination, coupled with this deadline, 'raise substantial doubt about our ability to continue as a going concern.' The company may seek to extend the combination period, which would require shareholder approval. Key risk factors disclosed include the inability to find a suitable target, competition from other SPACs, and potential dilution to public shareholders.