SEC Form SCHEDULE 13G filed by K&F Growth Acquisition Corp. II
$KFII
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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K&F GROWTH ACQUISITION CORP. II (Name of Issuer) |
Class A ordinary shares, $0.0001 par value per share (Title of Class of Securities) |
G52258111 (CUSIP Number) |
03/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G52258111 |
| 1 | Names of Reporting Persons
Westchester Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,685,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.86 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: * Based on 28,750,000 Shares outstanding as of February 6, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2025.
The Class A ordinary shares (the "Ordinary Shares") reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one right to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial business combination.
SCHEDULE 13G
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| CUSIP No. | G52258111 |
| 1 | Names of Reporting Persons
Virtus Investment Advisers, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,611,818.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.61 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: * Based on 28,750,000 Shares outstanding as of February 6, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2025.
The Class A ordinary shares (the "Ordinary Shares") reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one right to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial business combination.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
SCHEDULE 13G
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| CUSIP No. | G52258111 |
| 1 | Names of Reporting Persons
The Merger Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
MASSACHUSETTS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,589,991.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.53 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IV |
Comment for Type of Reporting Person: * Based on 28,750,000 Shares outstanding as of February 6, 2025, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 12, 2025.
The Class A ordinary shares (the "Ordinary Shares") reported herein include shares held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one right to receive one fifteenth (1/15) of a Class A ordinary share upon the consummation of an initial business combination.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
K&F GROWTH ACQUISITION CORP. II | |
| (b) | Address of issuer's principal executive offices:
1219 Morningside Drive, Suite 110, Manhattan Beach, California, 90266 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL Multi-Manager Alternative Fund ("JARB"), JNL/Westchester Capital Event Driven Fund ("JNL") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN", together with MF, MF VL, EDF, CEF, JARB and JNL, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. | |
| (b) | Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683 | |
| (c) | Citizenship:
Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts. | |
| (d) | Title of class of securities:
Class A ordinary shares, $0.0001 par value per share | |
| (e) | CUSIP No.:
G52258111 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Westchester Capital Management, LLC: 1,685,000
Virtus Investment Advisers, LLC: 1,611,818
The Merger Fund: 1,589,991 | |
| (b) | Percent of class:
Westchester Capital Management, LLC: 5.86%
Virtus Investment Advisers, LLC: 5.61%
The Merger Fund: 5.53% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 73,182
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 1,611,818
Virtus Investment Advisers, LLC: 1,611,818
The Merger Fund: 1,589,991 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 73,182
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 1,611,818
Virtus Investment Advisers, LLC: 1,611,818
The Merger Fund: 1,589,991 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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