Form of Right Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4

SHARE RIGHTS AGREEMENT

This Share Rights Agreement (this “Agreement”) is made as of [●], 2024 between K&F Growth Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).

WHEREAS, the Company has entered into an agreement with BTIG, LLC (“Representative”), as representative of the several underwriters, for the Company’s initial public offering (“Public Offering”) pursuant to which the underwriters will purchase up to an aggregate of 28,750,000 units (including up to 3,750,000 additional units if the underwriters’ over-allotment option is exercised in full), each unit (“Unit”) comprised of one Class A ordinary share of the Company, $0.0001 par value (the “Ordinary Shares”), and one right to receive one-fifteenth (1/15) of one Ordinary Share (a “Public Share Right”) upon the happening of the triggering event described herein, and in connection therewith, will issue and deliver up to an aggregate of 28,750,000 Public Share Rights upon consummation of such Public Offering, 3,750,000 of which are attributable to the over-allotment option;

WHEREAS, the Company has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-[      ], as amended (“Registration Statement”), for the registration, under the Securities Act of 1933, as amended (“Act”) of, among other securities, the Units, Public Share Rights, and the Ordinary Shares issuable to the holders of the Units and Public Share Rights;

WHEREAS, the Company has entered into agreements with K&F Growth Acquisition LLC II, a Delaware limited liability company (the “Sponsor”) and BTIG, LLC (the “Underwriter”) to purchase up to an aggregate of 800,000 private units in a private placement transaction to occur simultaneously with the consummation of the Public Offering, with each Unit comprised of one Ordinary Share and one right (the “Private Share Rights”) to receive one-fifteenth (1/15) of one Ordinary Share upon the happening of the triggering event described herein;

WHEREAS, up to $1,500,000 of working capital loans, as described in the Registration Statement, may be converted into up to 150,000 private placement-equivalent units, with each Unit comprised of one Ordinary Share and one right (the “Working Capital Share Rights”, together with the Private Share Rights and the Public Share Rights, the “Share Rights”);

WHEREAS, the Company desires the Share Rights Agent to act on behalf of the Company, and the Share Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange of the Share Rights;

WHEREAS, the Company desires to provide for the form and provisions of the Share Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Share Rights Agent, and the holders of the Share Rights; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Share Rights, when executed on behalf of the Company and countersigned by or on behalf of the Share Rights Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

K&F Growth Acquisition Corp. II

1219 Morningside Drive, Suite 110
Manhattan Beach, CA 90266
Attn: Daniel Fetters, Co-CEO

with a copy to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, New York 10105

Attn: Stuart Neuhauser, Esq.

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Share Right or by the Company to or on the Share Rights Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Share Rights Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

One State Street, 30th Floor

New York, NY 10004

Attn: Compliance Department

[Signature Page Follows]

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

[Signature Page to Share Rights Agreement]

EXHIBIT A

Form of Share Right