FACT II Acquisition Corp. Files S-1 for Potential Business Combination

TL;DR

SPAC FACT II Acquisition Corp. filed S-1, ready to hunt for a target.

AI Summary

FACT II Acquisition Corp. filed an S-1 registration statement with the SEC on August 16, 2024. The company, incorporated in the Cayman Islands with principal offices at 14 Wall Street, New York, is a special purpose acquisition company (SPAC). The filing indicates its intention to pursue an initial business combination.

Why It Matters

This S-1 filing signals FACT II Acquisition Corp.'s formal entry into the public markets, outlining its structure and intent to acquire another company, which could lead to significant market activity.

Risk Assessment

Risk Level: medium — As a SPAC, the inherent risk lies in the uncertainty of a successful business combination and the potential for dilution to shareholders.

Key Numbers

• 333-281593 — SEC File Number (Identifies this specific registration filing with the SEC.)
• August 16, 2024 — Filing Date (The date the S-1 registration statement was officially submitted to the SEC.)

Key Players & Entities

• FACT II Acquisition Corp. (company) — Registrant
• Adam Gishen (person) — Chief Executive Officer
• 14 Wall Street, 20th Floor New York, NY 10005 (location) — Principal Executive Offices and Agent for Service
• Cayman Islands (location) — State of Incorporation

FAQ

Key Financial Figures

• $175,000,000 — ST 16 , 2024 PRELIMINARY PROSPECTUS $175,000,000 FACT II Acquisition Corp. 17
• $0.20 — 0;   Including (A) $0.20 per unit sold in the offering, or $3,50
• $3,500,000 — $0.20 per unit sold in the offering, or $3,500,000 in the aggregate (or $4,025,000 if the
• $4,025,000 — ing, or $3,500,000 in the aggregate (or $4,025,000 if the overallotment option is exercise
• $0.10 — g of this offering, of which (i) $0.10 per unit, other than any units sold in
• $0.40 — e placement units; and (B) up to $0.40 per unit sold in the offering, or up to
• $7,000,000 — per unit sold in the offering, or up to $7,000,000 in the aggregate (or up to $8,050,000 i
• $8,050,000 — o $7,000,000 in the aggregate (or up to $8,050,000 if the overallotment option is exercise
• $175 — ent units described in this prospectus, $175 million or $201.25 millio
• $201.25 — this prospectus, $175 million or $201.25 million if the underwriter&#x201
• $10.00 — -allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S
• $11.50 — s A ordinary share at a price of $11.50 per share, subject to adjustment as pro
• $100,000 — s held in the trust account (less up to $100,000 of interest to pay dissolution expenses
• $5,000,001 — derwriting commissions, to be less than $5,000,001. If we have not completed our initial b
• $4,500,000 — nt units at a price of $10.00 per unit ($4,500,000 in the aggregate) in a private placemen

Filing Documents

• ea0211178-01.htm (S-1) — 3845KB
• ea021117801ex3-1_fact2acq.htm (EX-3.1) — 310KB
• ea021117801ex3-2_fact2acq.htm (EX-3.2) — 273KB
• ea021117801ex4-1_fact2acq.htm (EX-4.1) — 18KB
• ea021117801ex4-2_fact2acq.htm (EX-4.2) — 17KB
• ea021117801ex10-1_fact2acq.htm (EX-10.1) — 30KB
• ea021117801ex10-3_fact2acq.htm (EX-10.3) — 84KB
• ea021117801ex14_fact2acq.htm (EX-14) — 67KB
• ea021117801ex23-1_fact2acq.htm (EX-23.1) — 2KB
• ea021117801ex99-1_fact2acq.htm (EX-99.1) — 39KB
• ea021117801ex99-2_fact2acq.htm (EX-99.2) — 2KB
• ea021117801ex99-3_fact2acq.htm (EX-99.3) — 2KB
• ea021117801ex99-4_fact2acq.htm (EX-99.4) — 2KB
• ea021117801ex-fee_fact2acq.htm (EX-FILING FEES) — 32KB
• ex3-1_001.jpg (GRAPHIC) — 10KB
• ex3-1_002.jpg (GRAPHIC) — 7KB
• 0001213900-24-070092.txt ( ) — 4749KB

Underwriting

Underwriting Discounts and Commissions (1)   Proceeds, Before Expenses, to Us Per Unit   $ 10.00   $ 0.60   $ 9.40 Total   $ 175,000,000   $ 10,500,000   $ 164,500,000 ____________ (1)        Including (A) $0.20 per unit sold in the offering, or $3,500,000 in the aggregate (or $4,025,000 if the overallotment option is exercised in full), is payable upon the closing of this offering, of which (i) $0.10 per unit, other than any units sold in connection with the over -allotment option, will be paid to the underwriter in cash, and (ii) $0.10 per unit, or $0.20 per unit sold in connection with the over -allotment option, will be used by the underwriter to purchase private placement units; and (B) up to $0.40 per unit sold in the offering, or up to $7,000,000 in the aggregate (or up to $8,050,000 if the overallotment option is exercised in full) is payable to the underwriter in this offering based on the percentage of funds remaining in the trust account after redemptions of public shares, for deferred underwriting commissions to be placed in a trust account located in the United States and released to the underwriter only upon the completion of an initial business combination. See “Underwriting” for additional information regarding underwriting compensation. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $175 million or $201.25 million if the underwriter’s over -allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S. -based trust account maintained with Odyssey Transfer and Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust account that may be released to us to fund certain of our working capital requirements (subject to an a

View Full Filing

View this S-1 filing on SEC EDGAR