FACT II Acquisition Corp. Announces Pricing of $175 Million Initial Public Offering

Rhea-AI Summary

FACT II Acquisition Corp has announced the pricing of its initial public offering of 17,500,000 units at $10.00 per unit. The units will trade on the Nasdaq Global Market under symbol FACTU, comprising one Class A ordinary share and one-half redeemable warrant. Each whole warrant allows purchase of one Class A share at $11.50. The company aims to pursue business combinations, focusing on targets with proven management and revenue growth while controlling costs. Cohen & Company Capital Markets leads the offering, with Seaport Global Securities as joint book runner. The IPO includes a 45-day over-allotment option for 2,625,000 additional units.

Positive

• IPO raises $175 million in gross proceeds
• Listing on major exchange (Nasdaq Global Market)
• 45-day over-allotment option could provide additional $26.25 million

Negative

• No specific target business identified yet
• Warrant exercise price ($11.50) represents 15% premium to IPO price

Insights

IPO Analyst

This SPAC IPO pricing represents a significant market entry with $175 million in initial capital raised through 17.5 million units at $10.00 per unit. The structure follows standard SPAC conventions with a 1:0.5 ratio of shares to warrants and an $11.50 warrant exercise price. The over-allotment option of 2.625 million additional units could potentially increase the total raise to $201.25 million.

The SPAC's focus on businesses with proven management teams and demonstrated revenue growth while maintaining cost control is a prudent strategy in the current market environment. However, investors should note that like all SPACs, this is essentially a blank check company with no operating business and success will depend entirely on the quality of the eventual business combination target.

NEW YORK, NY, Nov. 26, 2024 (GLOBE NEWSWIRE) -- FACT II Acquisition Corp. (the “Company”) announced the pricing of its initial public offering of 17,500,000 units at a price of $10.00 per unit on November 25, 2024. The units are expected to be listed for trading on the Nasdaq Global Market under the ticker symbol “FACTU” beginning November 26, 2024. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and warrants will be listed on the Nasdaq Global Market under the symbols “FACT” and “FACTW”, respectively. The offering is expected to close on November 27, 2024, subject to customary closing conditions.

The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company may pursue an initial business combination opportunity in any industry or sector but intends to focus its search on a target business with a management team who has demonstrated clear operating expertise over the past two years, with a focus on growing revenues, while operating with demonstrated control over operating costs and preservation of cash.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is acting as lead book-running manager, and Seaport Global Securities is acting as joint book runner. The Company has granted the underwriters a 45-day option to purchase up to 2,625,000 additional units at the initial public offering price to cover over-allotments, if any.

The public offering is being made only by means of a prospectus. When available, copies of the prospectus relating to the offering may be obtained from Cohen & Company Capital Markets, 3 Columbus Circle, 24^th Floor, New York, NY 10019, Attention: Prospectus Department, or by email at: capitalmarkets@cohencm.com.

A registration statement relating to the securities became effective on November 25, 2024. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated use of the net proceeds from the offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the Company will ultimately complete a business combination transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering filed with the U.S. Securities and Exchange Commission (the “SEC”). Copies of these documents are available on the SEC’s website, at www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law. 

Contact

Adam Gishen
FACT II Acquisition Corp.
Email: IR@freedomac2.com
Website: https://freedomac2.com/

FAQ

What is the IPO price for FACT II Acquisition Corp units (FACTU)?

FACT II Acquisition Corp units (FACTU) are priced at $10.00 per unit in the IPO.

How many units are being offered in FACT II Acquisition Corp's IPO?

The IPO consists of 17,500,000 units, with an additional 45-day option for underwriters to purchase up to 2,625,000 units to cover over-allotments.

What does each FACTU unit consist of?

Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, with each whole warrant allowing purchase of one Class A share at $11.50.

When will FACT II Acquisition Corp units begin trading on Nasdaq?

The units are expected to begin trading on the Nasdaq Global Market under symbol FACTU on November 26, 2024.