K&F GROWTH ACQUISITION CORP. II

DEF 14A 1 ea0307788-def14a_kfgrow2.htm DEFINITIVE PROXY STATEMENT

** UNITED STATES**

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

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PRELIMINARY PROXY STATEMENT

SUBJECT TO COMPLETION, DATED OCTOBER 6, 2026

LETTER TO SHAREHOLDERS

Dear K&F Growth Acquisition Corp. II Shareholder:

You are cordially invited to attend an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), which will be held on November 3, 2026, at 11 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.

Even if you plan to attend the Meeting, it is strongly recommended you complete and return your proxy card before the Meeting date, to ensure that your shares will be represented at the Meeting if you are unable to attend. You will not be required to attend the Meeting in person in order to vote. You will be able to vote your shares by submitting a proxy card or online by visitingwww.cstproxyvote.com.

The accompanying proxy statement (the “Proxy Statement”) is dated October 6, 2026 and is first being mailed to shareholders of the Company on or about October 16, 2026. The accompanying Proxy Statement describes the business the Company will conduct at the Meeting and provides information about the Company that you should consider when you vote your shares. The Meeting will be held for the purpose of considering and voting on the following proposals (the “Proposals”):

Each of the Proposals is more fully described in the accompanying Proxy Statement; please take the time to read carefully each of the Proposals before you vote. In addition to considering and voting on the foregoing Proposals, members of the Company’s management (the “Management”) will be available at the Meeting to discuss the financial statements of the Company for the fiscal year ended December 31, 2025 filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 27, 2026 (the “2025 Annual Report”), and answer questions of shareholders regarding the Company’s current affairs.

The Company’s final prospectus filed in connection with the Company’s initial public offering that was consummated on February 6, 2025 (the “IPO”), which was filed with the SEC on February 6, 2025 (File No. 333- 282929) and the Amended and Restated Charter provides that the Company has until November 6, 2026(21 months after the consummation of the IPO) (the “Combination Period”) to complete an initial business combination (“Business Combination”).

While the Company currently has untilthe end of the Combination Periodto consummate a Business Combination, the Board believes that there will not be sufficient time beforethe end of the Combination Periodto consummate a Business Combination. Accordingly, the Board believes that, in order to be able to consummate a Business Combination, the Company will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that the Company will not, despite its best efforts, be able to consummate a Business Combination before the end of the Combination Period. If that were to occur, the Company would be precluded from completing a Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to consummate a Business Combination to the Extended Date. The Company cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below). If the Extension Amendment Proposal is effective, depending on the level of Extension Redemptions (as defined below), the amount remaining in the Trust Account may be significantly less than the approximately $308,107,083 that was in the Trust Account as of October 5, 2026.

As contemplated by the Amended and Restated Charter, the holders (the “Public Shareholders”) of the Class A ordinary shares of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”) included as part of the units (the “Public Units” and the shares included within the Public Units, the “Public Shares”) sold in the IPO, may elect (the “Election”) to redeem their Public Shares, upon the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the “Trust Account”), including interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemptions”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date in accordance with the terms of the Amended and Restated Charter. Such redemption rights are not available to K&F Growth Acquisition LLC II (the "Sponsor"), all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

The Sponsor currently holds (i) 9,583,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 495,447 private placement units (the “Private Placement Units”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”). As of the Record Date (as defined below), there were 29,672,727 Class A Ordinary Shares and 9,583,333 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 25.0% of the total issued and outstanding Ordinary Shares, including the Ordinary Shares which are part of the Private Placement Units.

TO EXERCISE YOUR REDEMPTION RIGHTS WITH RESPECT TO ALL OR A PORTION OF YOUR PUBLIC SHARES, YOU MUST (1) IF YOU HOLD PUBLIC SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT BY 5:00 P.M. EASTERN TIME ON OCTOBER 30, 2026, THE DATE THAT IS TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EXTRAORDINARY GENERAL MEETING, THAT ALL OR A PORTION OF YOUR PUBLIC SHARES BE REDEEMED FOR CASH, INCLUDING THE LEGAL NAME, PHONE NUMBER, AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, AND (3) DELIVER THOSE OF YOUR PUBLIC SHARES BEING REDEEMED TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (“DWAC”) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

As of October 5, 2026, based on funds in the Trust Account of approximately $308,107,083 as of such date, the pro rata portion of the funds available in the Trust Account for the Extension Redemptions was approximately $10.716 per Public Share (before taking into account the removal of the interest in the Trust Account to pay the Company’s income taxes). The closing price of the Class A Ordinary Shares as reported on the Capital Market tier of the Nasdaq Stock Market (“Nasdaq”) on October 2, 2026 was $10.68. The Company cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such Public Shareholders wish to sell their Public Shares. The Company believes that such redemption right enables its Public Shareholders to determine whether or not to sustain their investments for an additional period if the Company does not complete the Business Combination on or before November 6, 2026.

If the Extension Amendment Proposal is approved, the Board will continue to have the right, without any further action by the Company’s shareholders, to decide to liquidate the Company at any time prior to the Extended Date.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates, to permit further solicitation of proxies.

If the Extension Amendment Proposal is not approved, or the Company is otherwise unable to complete the Extension, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (less income taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Board, liquidate and dissolve, subject in the each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s rights, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. In the event of a liquidation, the Sponsor and the Company’s officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units. As a consequence, a liquidating distribution from the Trust Account will be made only with respect to the Public Shares. The holders of the Public Shares will thereafter have no further rights to liquidating distributions from the Company’s remaining assets.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

The Board has fixed the close of business on October 8, 2026 as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof (the “Record Date”). Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof.

You are not being asked to vote on the Business Combination at this time. If the Extension Amendment Proposal is approved, and you do not elect to redeem your Public Shares in the Extension Redemptions, provided that you are a shareholder on the record date for a meeting to consider the Business Combination, you will retain the right to vote on the Business Combination when it is submitted to shareholders and the right to redeem your Public Shares for cash in the event the Business Combination is approved and completed or we have not consummated a Business Combination by the Extended Date.

The Company believes that it is in the best interests of the Company that the (i) Company obtains the Extension, and (ii) selection of Withum as the Company’s independent registered public accounting firm for the year ending December 31, 2026 is ratified.After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Auditor Ratification Proposal and, if presented, the Adjournment Proposal, are in the best interests of the Company, has declared it advisable and recommends that you vote or give instruction to vote “FOR” such Proposals.

Under the Amended and Restated Charter, no other business may be transacted at the Meeting.

Enclosed is the Proxy Statement containing detailed information concerning the Proposals and the Meeting. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and submit your proxy. Shareholders will have the opportunity to present questions, including about the 2025 Annual Report, to the Management at the Meeting.

Your vote is very important. Whether or not you plan to attend the Meeting, if you are a shareholder as of the Record Date, please submit your proxy card as soon as possible by following the instructions in the accompanying Proxy Statement to make sure that your shares are represented and voted at the Meeting. The approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a majority of at least two thirds (2/3) of the votes that are cast by those holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting or any adjournment thereof. The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter. Accordingly, if you fail to vote in person or by proxy at the Meeting, your shares will not be counted for the purposes of determining whether the Proposals are approved by the requisite majorities. Abstentions and broker non-votes will also not be counted for the purpose of determining whether the Proposals are approved by the requisite majorities; however, abstentions and broker non-votes will be considered present for purposes of establishing a quorum. If you hold your shares in street name through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting in Lieu of an Annual General Meeting of the Shareholders to be held on November 3, 2026: This Notice of Meeting, the 2025 Annual Report, and the accompanying Proxy Statement are available athttps://www.cstproxy.com/kfacquisitionii/2026.

NOTICE OF AN EXTRAORDINARY GENERAL MEETING IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

To the Shareholders of K&F Growth Acquisition Corp. II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders (the “Meeting”) of K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (“we,” “us,” “our,” or “Company”), will be held on November 3, 2026, at 11.00 a.m. Eastern Time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11 th Floor, New York, New York 10105, or at such other time, on such other date and at such other place to which the Meeting may be adjourned.

You will not be required to attend the Meeting in person in order to have your shares represented and voted at the Meeting. You may submit your proxy online by visitingwww.cstproxyvote.com. You are cordially invited to attend the Meeting for the purpose of considering and voting on the following proposals (the “Proposals”):

“RESOLVED, as a special resolution, that the amended and restated memorandum and articles of association of the Company be amended by replacing the existing definition of “Completion Window” in Article 1.1 with the following:

“Completion Window” means the period of time: (a) commencing on, and including, the closing date of the IPO; and (b) ending on the date that is thirty-three (33) months after the closing date of the IPO (being 7 February 2028), such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles."

The Company’s final prospectus filed in connection with the Company’s initial public offering that was consummated on February 6, 2025 (the “IPO”), which was filed with the SEC on February 6, 2025 (File No. 333- 282929) and the Amended and Restated Charter provides that the Company has until November 6, 2026(21 months after the consummation of the IPO) to complete an initial business combination (“Business Combination”).

While the Company currently has until November 6, 2026 to consummate a Business Combination (the “Combination Period"), the Board believes that there will likely not be sufficient time before November 6, 2026 to consummate a Business Combination. Accordingly, the Board believes that in order to be able to consummate a Business Combination, the Company will need to obtain the Extension. Without the Extension, the Board believes that there is significant risk that the Company might not, despite its best efforts, be able to consummate a Business Combination on or before November 6, 2026. If that were to occur, the Company would be precluded from completing a Business Combination and would be forced to liquidate even if our shareholders are otherwise in favor of consummating such transaction.

Therefore, the Board has determined that it is in the best interests of the Company to extend the date by which the Company has to consummate a Business Combination to the Extended Date. The Company cannot predict the amount that will remain in the Trust Account (as defined below) following the Extension Redemptions (as defined below), if the Extension Amendment Proposal is effective, and the amount remaining in the Trust Account may be significantly less than the approximately $308,107,083 that was in the Trust Account as of October 5, 2026.

As contemplated by the Amended and Restated Charter, the holders (the “Public Shareholders”) of the Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”) included as part of the units (the “Public Units” and the shares included within, the “Public Shares”) sold in the IPO may elect (the “Election”) to redeem their Public Shares upon the effectiveness of the Extension Amendment Proposal at a per share price, payable in cash, equal to the aggregate amount then on deposit in the U.S.-based trust account, established to hold a portion of the proceeds of the IPO and the Private Placement (as defined below) (the “Trust Account”), including interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable), divided by the number of Public Shares then in issue, subject to applicable law (the “Extension Redemptions”), regardless of whether or how such Public Shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the Public Shareholders remaining after the Extension Redemptions will retain their right to redeem their Public Shares for their pro rata portion of the funds available in the Trust Account upon consummation of the Business Combination, subject to any limitations set forth in the Amended and Restated Charter, as amended by the Extension Amendment. In addition, Public Shareholders who do not make the Election would be entitled to have their Public Shares redeemed for cash if the Company has not completed the Business Combination by the Extended Date. Such redemption rights are not available to K&F Growth Acquisition LLC II (the "Sponsor"), all shareholders of the Company immediately prior to the consummation of the Company’s initial public offering (the “Founders”) and the officers and directors of the Company.

The Sponsor currently holds (i) 9,583,333 of the Company’s Class B ordinary shares, par value $0.0001 per share (the “Founder Shares” or “Class B Ordinary Shares,” and together with the Class A Ordinary Shares, the “Ordinary Shares), and (ii) 495,447 private placement units (the “Private Placement Units”), which were purchased by the Sponsor in a private placement that occurred simultaneously with the completion of the IPO (the “Private Placement”). As of the Record Date (as defined below), there were 29,672,727 Class A Ordinary Shares and 9,583,333 Class B Ordinary Shares issued and outstanding and the Sponsor holds approximately 25.0% of the total issued and outstanding Ordinary Shares, including the Ordinary Shares which are part of the Private Placement Units.

To make the Election, you must demand that we redeem your Public Shares for a pro rata portion of the funds held in the Trust Account and tender your Public Shares to our transfer agent at least two business days prior to the Meeting (or October 30, 2026). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If your Public Shares are held in an account at a brokerage firm, bank, dealer, or other similar organization, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to make the Election.

On October 5, 2026, the redemption price per Public Share was approximately $10.716 (which is expected to be the same approximate amount two business days prior to the Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $308,107,083 as of such date (including interest earned on the Trust Account which interest shall be net of income taxes, if any. payable), divided by the number of Public Shares then in issue, subject to applicable law. The closing price of the Class A Ordinary Shares as reported on the Nasdaq Capital Market (“Nasdaq”) on October 2, 2026 was $10.68. We cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such Public Shareholders wish to sell their Public Shares. We believe such redemption right enables our Public Shareholders to determine whether or not to sustain their investments for an additional period if we do not complete the Business Combination on or before November 6, 2026. The withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following the Election and the amount remaining in the Trust Account may be significantly less than the approximately $308,107,083 that was in the Trust Account as of October 5, 2026. In such event, we may need to obtain additional funds to complete the Business Combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

The Adjournment Proposal, if adopted, will allow the Chairman of the Meeting to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. If the Extension Amendment Proposal is not approved, and the Business Combination is not completed within the Combination Period, as contemplated by and in accordance with the Amended and Restated Charter, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of income taxes, if any, payable, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of Public Shares then in issue, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Rights (as defined in the section of the Proxy Statement (as defined below) entitled “Questions and Answers About the Meeting”), which will expire worthless if we fail to complete a Business Combination within the Combination Period. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result of their ownership of the Founder Shares or the Private Placement Units. As a consequence, a liquidating distribution from the Trust Account will be made only with respect to the Public Shares. The holders of the Public Shares will thereafter have no further rights to liquidating distributions from the Company’s remaining assets.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of a majority of not less than two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting, or any adjournment thereof.

The approval of each of the Auditor Ratification Proposal and the Adjournment Proposal, if presented, requires an ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares present in person or represented by proxy at the Meeting, or any adjournment thereof, and entitled to vote on such matter.

If we liquidate, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement (except for the Company’s independent registered public accounting firm), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable (other than any excise taxes, if any); provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We cannot assure you, however, that the Sponsor would be able to satisfy those obligations. As of October 5, 2026, based on funds in the Trust Account of approximately $308,107,083 as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of Public Shares was approximately $10.716 per Public Share (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes). Nevertheless, we cannot assure you that the per-share distribution from the Trust Account, if we liquidate, will not be less than approximately $10.716 (before taking into account the removal of the accrued interest in the Trust Account to pay our taxes and up to $100,000 of interest to pay dissolution expenses), due to unforeseen claims of creditors.

If the Extension Amendment Proposal is effective, we, pursuant to the terms of the Investment Management Trust Agreement, dated February 4, 2025 (as amended, the “Trust Agreement”), by and between us and Continental Stock Transfer & Trust Company (“Continental”), will (i) remove from the Trust Account an amount (the “Withdrawal Amount”), equal to the number of Public Shares properly redeemed multiplied by the per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the trust account (which interest shall be net of income taxes, if any, payable), divided by the number of Public Shares then in issue, subject to applicable law, and (ii) deliver to the holders of such redeemed Public Shares their portion of the Withdrawal Amount in the Extension Redemptions. The remainder of such funds shall remain in the Trust Account and will be available for our use to complete a Business Combination on or before the Extended Date. Public Shareholders who do not redeem their Public Shares in the Extension Redemptions will retain their redemption rights and their ability to vote on a Business Combination through the Extended Date, if the Extension Amendment Proposal is approved.

Our Board has fixed the close of business on October 8, 2026 (the “Record Date”) as the date for determining the shareholders entitled to receive notice of and vote at the Meeting and any adjournment thereof. Only holders of record of the Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment thereof. On the Record Date, there were 29,672,727 Class A Ordinary Shares and 9,583,333 Class B Ordinary Shares issued and outstanding. Our Rights do not have voting rights in connection with the Proposals.

A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that shareholder, and such proxyholder need not be our shareholder.

Shareholders will have the opportunity to present questions to our management (the “Management”), including regarding our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC on March 27, 2026 (the “2025 Annual Report”), at the Meeting.

This proxy statement (the “Proxy Statement”) contains important information about the Meeting and the Proposals. Whether or not you plan to attend the Meeting, we urge you to read this material carefully and submit your proxy.

We will pay for the entire cost of soliciting proxies from our working capital. We have engaged Advantage Proxy, Inc (the “Solicitation Agent”) to assist in the solicitation of proxies for the Meeting. We have agreed to pay the Solicitation Agent approximately $8,500 in connection with such services for the Meeting. We will also reimburse the Solicitation Agent for reasonable out-of-pocket expenses and will indemnify the Solicitation Agent and its affiliates against certain claims, liabilities, losses, damages and expenses. In addition to these mailed proxy materials, our Board and the Management may also solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to Beneficial Owners (as defined in the section of the Proxy Statement entitled “Questions and Answers About the Meeting”). While the payment of these expenses will reduce the cash available to us to consummate the Business Combination, we do not expect such payments to have a material effect on our ability to consummate an initial Business Combination.

This Proxy Statement is dated October 6, 2026 and is first being mailed to shareholders on or about October 16, 2026.

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