Correspondence 0001213900-25-008879 from K&F GROWTH ACQUISITION CORP. II (KFII, KFIIU) (CIK 0002029976) (KFII)
K&F GROWTH ACQUISITION CORP. II (KFII, KFIIU) (CIK 0002029976)
Date: Jan. 31, 2025 · CIK: 0002029976 · Accession: 0001213900-25-008879
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File numbers found in text: 333-282929
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CORRESP
1
filename1.htm
BTIG,
llc
65 E. 55th Street
New York, New York 10022
January 31, 2025
VIA EDGAR
Benjamin Holt
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: K&F Growth Acquisition Corp. II
Registration Statement on Form S-1
Filed October 31, 2024, as amended
File No. 333-282929
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several underwriters,
hereby joins in the request of K&F Growth Acquisition Corp. II that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:30 p.m. Eastern time on Tuesday, February 4, 2025, or as soon thereafter as
practicable.
Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that approximately 50 copies of the Preliminary Prospectus dated January 29, 2025 are
expected to be distributed to prospective underwriters and dealers, institutional investors, retail investors and others.
The undersigned advises that it has complied and
will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
* * *
[Signature Page Follows]
Very truly yours,
BTIG, llc
By:
/s/ Paul Wood
Name:
Paul Wood
Title:
Managing Director
As Representative of the several underwriters
[Signature Page to Underwriter’s Acceleration
Request Letter]