UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 2713, 2024

FACT II ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42421		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

14 Wall Street, 20^th Floor New York, New York United States of America		10005
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 618-1798

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant	FACTU	Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units	FACT	Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	FACTW	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On ~~November~~December 2713, 2024, FACT II Acquisition Corp. (the “Company”) announced ~~completed~~that ~~(i)~~the ~~its~~holders ~~initial~~of ~~public~~the ~~offering~~Company’s (units sold in the ~~“IPO”)~~Company’s ofinitial ~~17,500,000 units~~public offering (the “Units”), may atelect anto ~~offering~~separately ~~price~~trade ofthe ~~$10.00 per Unit, with each Unit consisting of one~~ Class A ordinary ~~share~~shares, par value $0.0001 per share (the “Class A ~~Ordinary~~ordinary ~~Shares~~shares”), and ~~one-half of one~~ redeemable ~~warrant~~warrants (the “~~Public Warrants~~warrants”), ~~each~~included ~~whole~~in ~~Public Warrant entitling~~ the ~~holder~~Units ~~thereof~~commencing toon ~~purchase~~December ~~one Class A Ordinary Share at an exercise price of $11.50 per share~~20, subject to adjustment, generating gross proceeds of $175,000,000 (before underwriting discounts and commissions and offering expenses), and (ii) a private placement of an aggregate of 500,625 Private Placement Units (as defined below) at a price of $102024.00 ~~per~~Each ~~Private Placement~~ Unit ~~and 162,500 Private Placement Securities (as defined below) at a price of $10.00 per Private Placement~~consists ~~Security, generating gross proceeds~~ of ~~$6,631,250, as follows: (A) 17,500 private placement units with FACT II Acquisition Parent LLC, with each unit consisting of~~ one Class A ~~Ordinary~~ordinary ~~Share~~share and one-half of one ~~whole~~ warrant to purchase one Class A ~~Ordinary~~ordinary ~~Share at $11.50 per~~ share~~, subject to adjustment, at a price of $10~~.00 ~~per~~Any ~~unit (the “Private Placement~~ Units”) ~~($175,000~~not inseparated ~~the~~will ~~aggregate),~~continue ~~(B)~~to ~~(i)~~trade ~~260,000~~on ~~Private Placement Units ($2,600,000 in~~ the ~~aggregate)~~Nasdaq ~~with~~Global ~~FACT~~Market ~~II Acquisition LLC and~~ (ii“Nasdaq”) ~~162,500~~under ~~Private~~the ~~Placement Units~~symbol ~~and~~“FACTU”. ~~325,000~~Any ~~restricted~~underlying Class A ~~Ordinary~~ordinary shares ~~Shares~~and ~~($1,625,000~~warrants inthat ~~the~~are ~~aggregate)~~separated ~~with~~will ~~FACT~~trade IIon ~~Acquisition~~Nasdaq ~~LLC,~~under ~~which shares would vest only upon~~ the ~~consummation~~symbols ~~of an initial business combination (each, a~~ “~~restricted~~FACT” ~~Class~~and ~~A share~~“FACTW”), ~~such restricted~~respectively. ~~shares~~No ~~collectively,~~fractional ~~the~~warrants ~~“restricted~~will ~~Class~~be Aissued ~~shares”,~~upon ~~the~~separation ~~restricted~~of ~~Class A shares together with~~ the ~~Private Placement~~ Units ~~collectively, the “Private Placement Securities”,~~ and ~~two~~only ~~restricted~~whole ~~Class~~warrants Awill ~~shares~~trade. ~~together~~Holders ~~with a Private Placement Unit, each a “Private Placement Security”), at a combined price~~ of ~~$10.00~~Units ~~per~~will ~~Private~~need ~~Placement~~to ~~Security,~~have ~~(C)~~their ~~178,500~~brokers ~~Private~~contact ~~Placement~~Odyssey ~~Units~~Transfer ~~($1,785,000~~and inTrust ~~the aggregate) with Cohen &~~ Company ~~Capital Markets~~, athe ~~division~~Company’s oftransfer ~~J.V.B. Financial Group~~agent, ~~LLC,~~in ~~and~~order ~~(D)~~to ~~44,625~~separate ~~Private~~the ~~Placement~~ holders’ Units ~~($446,250~~into inClass ~~the~~A ~~aggregate)~~ordinary ~~with~~shares ~~Seaport~~and ~~Global Securities LLC (collectively, the “Private Placement”)~~warrants.

A ~~total~~copy of ~~$175,875,000 of~~ the ~~net~~press ~~proceeds~~release from the IPO and the Private Placement (which includes the underwriters’ deferred discount of up to $7,000,000) was placed in a trust account with Odyssey Transfer and Trust Company established for the benefit of the Company’s public shareholders and the underwriters of the IPO. Except for the withdrawal of interest earned on the amounts in the trust account that may be released to the Company to pay its franchise and income tax obligations, or upon the redemption by public shareholders of Class A Ordinary Shares in connection with certain amendments to the Company’s amended and restated memorandum and articles of association, none of the funds held in the trust account will be released until the completion of the Company’s initial business combination or the redemption by the Company of 100% of the outstanding Class A Ordinary Shares issued by the Company inannouncing the ~~IPO if the Company does not consummate~~separate antrading ~~initial business combination within 18 months after the closing~~ of the ~~IPO~~securities ~~(or~~underlying ~~24 months from~~ the ~~closing~~Units ofis ~~the~~attached ~~IPO~~hereto if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) or during any extended time that the Company has to consummate a business combination beyond 18 months from the closing of the IPO (or 24 months from the closing of the IPO if the Company has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) as aExhibit ~~result of a shareholder vote to amend the Company’s amended and restated memorandum and articles of association, subject to applicable law~~99.1.

An audited balance sheet as of November 27, 2024 reflecting receipt of the proceeds upon consummation of the IPO and Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 ~~Audited~~Press ~~Balance~~Release ~~Sheet~~dated December 13, 2024

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 413, 2024

FACT II ACQUISITION CORP. By: /s/ Adam Gishen Name: Adam Gishen Title: Chief Executive Officer

By: /s/ Adam Gishen Name: Adam Gishen Title: Chief Executive Officer

Filing Compare · FACT II Acquisition Corp.