Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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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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FACT II ACQUISITION CORP. (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G32901103 (CUSIP Number) |
11/27/2024 (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. | G32901103 |
| 1 | Names of Reporting Persons
FACT II Acquisition 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
CAYMAN ISLANDS
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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
6,035,833.00 | ||||||||
| 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)
25.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (Rows 6, 8 and 9) See Item 4 below. The Reporting Person is referred to herein as "Sponsor HoldCo". Consists of (a) 5,613,333 Class B ordinary shares of FACT II Acquisition Corp. (the "Issuer") (the "Founder Shares") (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the underwriters' over-allotment option in connection with the Issuer's initial public offering not being exercised, and including 20,000 Founder Shares reserved by Sponsor HoldCo to transfer and sell to a senior advisor following the consummation of the Issuer's initial business combination), which are convertible into Class A ordinary shares of the Issuer (the "Class A Ordinary Shares" and together with the Founder Shares, the "Ordinary Shares"), as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-281593), and (b) 422,500 Class A Ordinary Shares included in the 422,500 private placement units of the Issuer (the "Private Placement Units") held by Sponsor HoldCo. Does not include (i) the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by Sponsor HoldCo, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A Ordinary Shares held by Sponsor HoldCo, which would vest only upon the consummation of the Issuer's initial business combination.(Row 11) Percentage calculated using a denominator of 23,996,458 Ordinary Shares (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo), reflecting (a) the 18,163,125 Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Registration Statement on Form S-1 (File No. 333-281593) filed with the Securities and Exchange Commission (the "SEC") on November 25, 2024, plus (b) 5,833,333 Founder Shares issued and outstanding. Does not include (i) the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by Sponsor HoldCo, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A Ordinary Shares held by Sponsor HoldCo, which would vest only upon the consummation of the Issuer's initial business combination.
SCHEDULE 13G
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| CUSIP No. | G32901103 |
| 1 | Names of Reporting Persons
FACT II Acquisition Parent LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,053,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
25.22 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (Rows 5 and 7) Consists of 17,500 Class A ordinary shares of FACT II Acquisition Corp. (the "Issuer") (the "Class A Ordinary Shares" and together with the Founder Shares, the "Ordinary Shares") included in the 17,500 private placement units of the Issuer (the "Private Placement Units") held by FACT II Acquisition Parent LLC (the "Sponsor"). Does not include the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by the Sponsor, which are not exercisable within 60 days hereof.(Rows 6 and 8) See Item 4 below. Consists of (a) 5,613,333 Class B ordinary shares of the Issuer (the "Founder Shares") (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the underwriters' over-allotment option in connection with the Issuer's initial public offering not being exercised, and including 20,000 Founder Shares reserved by Sponsor HoldCo to transfer and sell to a senior advisor following the consummation of the Issuer's initial business combination), which are convertible into Class A Ordinary Shares as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-281593), and (b) 422,500 Class A Ordinary Shares included in the 422,500 Private Placement Units held by Sponsor HoldCo. Does not include (i) the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by Sponsor HoldCo, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A Ordinary Shares held by Sponsor HoldCo, which would vest only upon the consummation of the Issuer's initial business combination.(Row 11) Percentage calculated using a denominator of 23,996,458 Ordinary Shares (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo), reflecting (a) the 18,163,125 Class A Ordinary Shares issued and outstanding, as reported in the Issuer's Registration Statement on Form S-1 (File No. 333-281593) filed with the SEC on November 25, 2024, plus (b) the 5,833,333 Founder Shares issued and outstanding. Does not include (i) the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by Sponsor HoldCo, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A Ordinary Shares held by Sponsor HoldCo, which would vest only upon the consummation of the Issuer's initial business combination.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
FACT II ACQUISITION CORP. | |
| (b) | Address of issuer's principal executive offices:
14 Wall Street, 20th Floor New York, NY 10005 | |
| Item 2. | ||
| (a) | Name of person filing:
(1) FACT II Acquisition LLC ("Sponsor HoldCo")(2) FACT II Acquisition Parent LLC (the "Sponsor") | |
| (b) | Address or principal business office or, if none, residence:
(1) Sponsor HoldCo: C/O FACT II Acquisition Corp., 14 Wall Street, 20th Floor New York, NY 10005(2) Sponsor: C/O FACT II Acquisition Corp., 14 Wall Street, 20th Floor New York, NY 10005. | |
| (c) | Citizenship:
(1) Sponsor HoldCo: Cayman Islands(2) Sponsor: Cayman Islands | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G32901103 | |
| 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:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.FACT II Acquisition LLC ("Sponsor HoldCo") is the record holder of 5,613,333 Founder Shares (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the underwriters' over-allotment option in connection with the Issuer's initial public offering not being exercised, and including 20,000 Founder Shares reserved by Sponsor HoldCo to transfer and sell to a senior advisor following the consummation of the Issuer's initial business combination), which are convertible into Class A Ordinary Shares as more fully described under the heading "Description of Securities - Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-281593), and (b) 422,500 Class A Ordinary Shares included in the 422,500 Private Placement Units held by Sponsor HoldCo. The amount reflected does not include (i) the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by Sponsor HoldCo, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A Ordinary Shares held by Sponsor HoldCo, which would vest only upon the consummation of the Issuer's initial business combination.FACT II Acquisition Parent LLC (the "Sponsor") is the managing member of Sponsor HoldCo. Investment and voting decisions are made by 51% or more of the voting power held by the managing member of Sponsor HoldCo. By virtue of having a greater than 51% interest in the voting power in Sponsor HoldCo, the Sponsor may be deemed to beneficially own the referenced Founder Shares and Class A Ordinary Shares held by Sponsor HoldCo. The members of the Sponsor are Adam Gishen, Min Lee, Richard Nespola, Jr. and Joseph Wagman, who by virtue of their control of the Sponsor may be deemed to share beneficial ownership of the referenced Founder Shares and Class A Ordinary Shares held by the Sponsor HoldCo. Each of Messrs. Gishen, Lee, Nespola and Wagman disclaims beneficial ownership of the Founder Shares held by Sponsor HoldCo.The Sponsor is the record holder of 17,500 Class A Ordinary Shares included in the 17,500 Private Placement Units held by the Sponsor. The amount reflected does not include the Class A Ordinary Shares that may be issued upon the exercise of the warrants included in the Private Placement Units held by the Sponsor, which are not exercisable within 60 days hereof. In addition, as set forth above, the Sponsor is the managing member of Sponsor HoldCo. | |
| (b) | Percent of class:
(1) Sponsor HoldCo: 25.15%(2) Sponsor: 25.22% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
(1) Sponsor HoldCo: 0(2) Sponsor: 17,500 | ||
| (ii) Shared power to vote or to direct the vote:
(1) Sponsor HoldCo: 6,035,833(2) Sponsor: 6,035,833 | ||
| (iii) Sole power to dispose or to direct the disposition of:
(1) Sponsor HoldCo: 0(2) Sponsor: 17,500 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(1) Sponsor HoldCo: 6,035,833(2) Sponsor: 6,035,833 | ||
| 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: |
Not Applicable
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| 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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Exhibit Information
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99.1 Joint Filing Agreement |