FACT II Acquisition Corp. Files S-1/A Amendment

TL;DR

SPAC FACT II Acquisition Corp. filed an S-1/A. Looks like they're still aiming to merge.

AI Summary

FACT II Acquisition Corp. filed an S-1/A amendment on September 30, 2024, for its registration statement (No. 333-281593). The company, incorporated in the Cayman Islands, is a blank check company operating in the Real Estate & Construction sector. Its principal executive offices are located at 14 Wall Street, New York, NY.

Why It Matters

This filing indicates FACT II Acquisition Corp. is moving forward with its plans as a special purpose acquisition company, potentially leading to a future business combination.

Risk Assessment

Risk Level: medium — SPACs inherently carry risk due to their reliance on finding a suitable target company for acquisition and the uncertainties of the market.

Key Numbers

• 333-281593 — Registration Number (Identifies the specific SEC registration for this filing.)
• 20240930 — Filing Date (Indicates when this amendment was submitted to the SEC.)

Key Players & Entities

• FACT II Acquisition Corp. (company) — Registrant
• 333-281593 (dollar_amount) — SEC Registration Number
• September 30, 2024 (date) — Filing Date
• 14 Wall Street, 20th Floor New York, NY 10005 (location) — Principal Executive Offices
• Adam Gishen (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $175,000,000 — ATED SEPTEMBER 27 , 2024 PROSPECTUS $175,000,000 FACT II Acquisition Corp. 17
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one Class A ordi
• $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
• $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
• $175,437,500 — A shares described in this prospectus, $175,437,500 or $201,753,125 if the underwriter&#x20
• $201,753,125 — bed in this prospectus, $175,437,500 or $201,753,125 if the underwriter’s over -allot
• $10.025 — -allotment option is exercised in full ($10.025 per unit), will be deposited into a U.S

Filing Documents

• ea0211178-02.htm (S-1/A) — 4006KB
• ea021117802ex3-2_fact2acq.htm (EX-3.2) — 274KB
• ea021117802ex4-1_fact2acq.htm (EX-4.1) — 18KB
• ea021117802ex4-4_fact2acq.htm (EX-4.4) — 127KB
• ea021117802ex10-3_fact2acq.htm (EX-10.3) — 86KB
• ea021117802ex10-5_fact2acq.htm (EX-10.5) — 58KB
• ea021117802ex23-1_fact2acq.htm (EX-23.1) — 2KB
• 0001213900-24-082853.txt ( ) — 4574KB

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 and restricted Class A shares described in this prospectus, $175,437,500 or $201,753,125 if the underwriter’s over -allotment option is exercised in full ($10.025 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 (s

View Full Filing

View this S-1/A filing on SEC EDGAR