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

TL;DR

SPAC FACT II Acquisition Corp. filed an S-1/A amendment on 11/21/24. Still working on a deal.

AI Summary

FACT II Acquisition Corp. filed an S-1/A amendment on November 21, 2024, for its registration statement. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located at 14 Wall Street, New York, NY. Adam Gishen is listed as the Chief Executive Officer.

Why It Matters

This filing indicates ongoing regulatory activity for FACT II Acquisition Corp., a special purpose acquisition company (SPAC), as it progresses towards a potential 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 specific timeframe.

Key Numbers

• 19 — Public Document Count (Indicates the number of documents associated with this filing.)

Key Players & Entities

• FACT II Acquisition Corp. (company) — Registrant
• November 21, 2024 (date) — Filing Date
• Cayman Islands (jurisdiction) — Place of Incorporation
• 14 Wall Street, 20th Floor New York, NY 10005 (address) — Principal Executive Offices
• Adam Gishen (person) — Chief Executive Officer
• 333-281593 (registration_number) — SEC Registration Number

FAQ

Key Financial Figures

• $175,000,000 — DATED NOVEMBER 21 , 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
• $175,875,000 — A shares described in this prospectus, $175,875,000 or $202,256,250 if the underwriters&#x2
• $202,256,250 — bed in this prospectus, $175,875,000 or $202,256,250 if the underwriters’ over -allot
• $10.05 — -allotment option is exercised in full ($10.05 per unit), will be deposited into a U.S

Filing Documents

• ea0211178-08.htm (S-1/A) — 4085KB
• ea021117808ex1-1_fact2acq.htm (EX-1.1) — 258KB
• ea021117808ex3-2_fact2acq.htm (EX-3.2) — 335KB
• ea021117808ex4-1_fact2acq.htm (EX-4.1) — 18KB
• ea021117808ex4-4_fact2acq.htm (EX-4.4) — 137KB
• ea021117808ex5-1_fact2acq.htm (EX-5.1) — 41KB
• ea021117808ex5-2_fact2acq.htm (EX-5.2) — 18KB
• ea021117808ex10-2_fact2acq.htm (EX-10.2) — 59KB
• ea021117808ex10-3_fact2acq.htm (EX-10.3) — 80KB
• ea021117808ex10-4_fact2acq.htm (EX-10.4) — 114KB
• ea021117808ex10-5_fact2acq.htm (EX-10.5) — 60KB
• ea021117808ex10-6_fact2acq.htm (EX-10.6) — 95KB
• ea021117808ex10-7_fact2acq.htm (EX-10.7) — 62KB
• ea021117808ex10-8_fact2acq.htm (EX-10.8) — 62KB
• ea021117808ex10-9_fact2acq.htm (EX-10.9) — 55KB
• ea021117808ex23-1_fact2acq.htm (EX-23.1) — 2KB
• ex5-1_001.jpg (GRAPHIC) — 13KB
• ex5-2_001.jpg (GRAPHIC) — 3KB
• ex5-2_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-101095.txt ( ) — 5510KB

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, $175,875,000 or $202,256,250 if the underwriters’ over -allotment option is exercised in full ($10.05 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 pay our franchise and income taxes, if any (the

View Full Filing

View this S-1/A filing on SEC EDGAR