Amendment: New insider Fact Ii Acquisition Llc claimed ownership of 440,000 units of Class A ordinary shares (SEC Form 3)
$FACT
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/25/2024 |
3. Issuer Name and Ticker or Trading Symbol
FACT II Acquisition Corp. [ FACT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) 11/25/2024 |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A ordinary shares | 422,500(5) | D(4) | |
| Class A ordinary shares | 17,500(6) | D(6) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Class B ordinary shares | (3) | (3) | Class A ordinary shares | 5,613,333 | (3) | D(1)(2)(3) | |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. (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"). |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| /s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition LLC | 02/14/2024 | |
| /s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition Parent LLC | 02/14/2024 | |
| /s/ Adam Gishen, as the Attorney-in-Fact for Min Lee | 02/14/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||