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 for a deal.

AI Summary

FACT II Acquisition Corp. filed an S-1/A amendment on October 18, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company operating in the Real Estate & Construction sector, with its principal executive offices 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 and completing a suitable business combination within a specified timeframe.

Key Numbers

• 333-281593 — SEC File Number (Identifies this specific registration)
• 241381423 — Film Number (Internal SEC processing number)

Key Players & Entities

• FACT II Acquisition Corp. (company) — Registrant
• October 18, 2024 (date) — Filing Date
• Cayman Islands (location) — Jurisdiction of Incorporation
• 14 Wall Street, 20th Floor, New York, NY 10005 (address) — Principal Executive Offices
• Adam Gishen (person) — Chief Executive Officer

FAQ

Key Financial Figures

• $175,000,000 — DATED OCTOBER 18 , 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 underwriters&#x2
• $201,753,125 — bed in this prospectus, $175,437,500 or $201,753,125 if the underwriters’ over -allot
• $10.025 — -allotment option is exercised in full ($10.025 per unit), will be deposited into a U.S

Filing Documents

• ea0211178-04.htm (S-1/A) — 4012KB
• ea021117804ex3-2_fact2acq.htm (EX-3.2) — 275KB
• ea021117804ex4-1_fact2acq.htm (EX-4.1) — 18KB
• ea021117804ex4-4_fact2acq.htm (EX-4.4) — 128KB
• ea021117804ex10-3_fact2acq.htm (EX-10.3) — 88KB
• ea021117804ex10-5_fact2acq.htm (EX-10.5) — 60KB
• ea021117804ex23-1_fact2acq.htm (EX-23.1) — 2KB
• 0001213900-24-089005.txt ( ) — 4583KB

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 underwriters 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 underwriters 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 underwriters 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 underwriters 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 underwriters’ 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 requirement

View Full Filing

View this S-1/A filing on SEC EDGAR