K&F Growth Acquisition Corp. II filed a Form 8-K on August 21, 2026, disclosing that it received a written notice from Nasdaq on August 19, 2026, indicating the company does not meet the minimum 400 Total Holders requirement for continued listing on the Nasdaq Global Market.

Key Highlights

  • Deficiency notice received: Nasdaq notified the company on August 19, 2026, of non-compliance with Listing Rule 5450(a)(2), which requires at least 400 Total Holders for continued listing on the Nasdaq Global Market.
  • No immediate trading impact: According to the filing, the notice "is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading" of the company's securities.
  • 45-day plan deadline: The company has 45 calendar days from the date of the notice to submit a compliance plan to Nasdaq.
  • Possible 180-day extension: If Nasdaq accepts the plan, it may grant an extension of up to 180 calendar days from the date of the notice to evidence compliance.
  • Appeal option available: If Nasdaq does not accept the plan, the company may appeal the decision before a Nasdaq Hearings Panel.
  • Transfer considered: The company disclosed it may consider applying to transfer its securities to The Nasdaq Capital Market as an alternative.

K&F Growth Acquisition Corp. II Faces Nasdaq Minimum Holder Compliance Deadline

K&F Growth Acquisition Corp. II (NASDAQ:KFII), a Cayman Islands-incorporated blank check company headquartered in Manhattan Beach, California, disclosed receipt of a deficiency notice from the Nasdaq Listing Qualifications Department. The notice, dated August 19, 2026, states that the company is not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires a minimum of 400 Total Holders for securities listed on the Nasdaq Global Market. The filing notes this disclosure is made in compliance with Nasdaq Listing Rule 5810(b), which requires prompt disclosure of receipt of a deficiency notification.

As of August 21, 2026, the company's Class A ordinary shares continue to trade on the Nasdaq Global Market under the symbol "KFII." The filing states the notice has no current effect on the listing or trading of the company's securities. The company has 45 calendar days from August 19, 2026, to submit a remediation plan to Nasdaq. Should Nasdaq accept the plan, the company could receive an extension of up to 180 calendar days from the date of the notice to demonstrate compliance with the Minimum Total Holders Requirement.

The filing states the company "will consider implementing available options to regain compliance." As an alternative path, the company disclosed it may consider applying to transfer its securities to The Nasdaq Capital Market. The filing contains forward-looking statements, which the company cautions involve risks and uncertainties, noting "there can be no assurance that the Company will regain compliance with the Minimum Total Holders Requirement during any applicable cure period or be able to transfer its securities to the Nasdaq Capital Market." The report was signed by Co-Chief Executive Officer Edward King.

What Was Disclosed

The company disclosed a Nasdaq deficiency notice for falling below the 400 Total Holders listing requirement, outlined a 45-day window to submit a compliance plan, and noted options including a potential remediation plan, an extended cure period, an appeal, or a transfer to The Nasdaq Capital Market.