FACT II Acquisition LLC - 25 Nov 2024 Form 3/A - Amendment Insider Report for FACT II Acquisition Corp. (FACT)

Role: 10%+ Owner
Signature: /s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition LLC
Issuer symbol: FACT
Transactions as of: 25 Nov 2024
Net transactions value: $0
Form type: 3/A - Amendment
Filing time: 14 Feb 2025, 16:58:08 UTC
Date Of Original Report: 25 Nov 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	FACT	Class A ordinary shares						422,500	25 Nov 2024	Direct	F4, F5
holding	FACT	Class A ordinary shares						17,500	25 Nov 2024	Direct	F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	FACT	Class B ordinary shares							25 Nov 2024	Class A ordinary shares	5,613,333		Direct	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This amendment is being filed to update the original Form 3 filed on November 25, 2024. This amendment does not otherwise modify the transaction details that were previously reported.
F2	(Footnote 1 Continued) On January 10, 2025, FACT II Acquisition LLC ("Sponsor Holdco") surrendered and forfeited 875,000 of the Class B ordinary shares of the issuer for no consideration due to the underwriters' over-allotment option in connection with the issuer's initial public offering not being exercised, following which Sponsor Holdco holds an aggregate of 5,613,333 Class B ordinary shares (which includes 20,000 Class B ordinary 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 at the time of the issuer's initial business combination, 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) (the "Registration Statement").
F3	As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.
F4	Reflects securities held directly by Sponsor Holdco. FACT II Acquisition Parent LLC (our "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, our sponsor may be deemed to beneficially own the Class B ordinary shares of the issuer held by Sponsor HoldCo. The members of our sponsor are Adam Gishen, Min Lee, Richard Nespola, Jr. and Joseph Wagman, who by virtue of their control of our sponsor may be deemed to share beneficial ownership of the Class B ordinary shares of the issuer held by Sponsor HoldCo. Each of Messrs. Gishen, Lee, Nespola and Wagman disclaims beneficial ownership of the Class B ordinary shares of the issuer held by Sponsor HoldCo.
F5	Represents Class A ordinary shares of the issuer (the "Private Placement Shares") that are included in the 422,500 private placement units of the issuer (the "Private Placement Units") purchased by Sponsor Holdco from the issuer in a private placement, as more fully described in the Registration Statement. Each Private Placement Unit is comprised of one Private Placement Share and one-half of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not include (i) any Private Placement Shares issuable upon the exercise of Private Placement 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 of the issuer held by Sponsor Holdco, which would vest only upon the consummation of the issuer's initial business combination.
F6	Reflects securities held directly by our sponsor, representing Class A ordinary shares of the issuer that are included in the 17,500 Private Placement Units purchased by our sponsor from the issuer in a private placement, as more fully described in the Registration Statement. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants included in the Private Placement Units held by Sponsor Holdco, which are not exercisable within 60 days hereof.