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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 9, 2026
FACT II ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42421 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification Number) |
14
Wall Street, 20th Floor
New York, New
York
United States of America |
|
10005 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 618-1798
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant |
|
FACTU |
|
Nasdaq Global Market |
| Class A ordinary shares, par value $0.0001 per share, included as part of the units |
|
FACT |
|
Nasdaq Global Market |
| Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
FACTW |
|
Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events
On October 14, 2026, FACT
II Acquisition Corp., a Cayman Islands exempted company (the “Company”), filed a definitive proxy statement (as may be supplemented
from time to time, the “Extension Proxy Statement”) for an extraordinary general meeting of its shareholders (the “Meeting”),
currently scheduled to be held on November 17, 2026, at 10:00 a.m., Eastern Time, to approve, among other things, an amendment to the
Company’s amended and restated memorandum and articles of association to extend the date by which the Company must consummate an
initial business combination from November 27, 2026 to November 25, 2027 (the “Extension Amendment Proposal”). Defined terms
used but not defined herein have the meanings set forth in the Extension Proxy Statement.
In connection with the Meeting,
the deadline for holders of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”),
issued in the Company’s initial public offering (the “Public Shares”) to submit their shares for redemption is 5:00
p.m. Eastern Time on November 13, 2026. On November 6, 2026, the most recent practicable date prior to the date of this Current Report
on Form 8-K (this “Current Report”), the redemption price per share was approximately $10.81, based on the aggregate amount
on deposit in the Company’s trust account of approximately $189,186,398.23 as of November 6, 2026 divided by the total number of
then outstanding Public Shares.
In connection with the Meeting,
the Company and FACT II Acquisition LLC (“Sponsor HoldCo”) intend to enter into one or more non-redemption agreements substantially
in the form filed herewith as Exhibit 10.1 (collectively, the “Non-Redemption Agreements”) with one or more unaffiliated investors
and/or shareholders of the Company, pursuant to which such investors and/or shareholders would agree not to redeem (or to validly rescind
any redemption requests on) their Class A ordinary shares (the “Non-Redeemed Shares”) in connection with the Meeting. In consideration
for the foregoing commitment not to redeem the Non-Redeemed Shares, Sponsor HoldCo anticipates agreeing to transfer to such investors
and/or shareholders Class B ordinary shares, par value $0.0001 per share, of the Company (the “Class B ordinary shares”) held
by Sponsor HoldCo, or Class A ordinary shares upon conversion of the Class B ordinary shares, at the ratio set forth in the applicable
Non-Redemption Agreement, promptly following the closing of the Company’s initial business combination (but no later than two (2)
business days thereafter) if such investors and/or shareholders do not exercise their redemption rights with respect to their Non-Redeemed
Shares in connection with the Meeting, and the Extension Amendment Proposal is approved and effected.
The Non-Redemption Agreements
are expected to increase the amount of funds that remain in the Company’s trust account following the Meeting, relative to the amount
remaining in the trust account in the absence of the Non-Redemption Agreements.
NO ASSURANCES ARE MADE THAT
A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM
THE TERMS DESCRIBED HEREIN.
The foregoing description
of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption
Agreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report contains
statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the
Meeting, the Extension Amendment Proposal, the Non-Redemption Agreement and any purchases of Public Shares by the investors, the Company’s
financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections,
forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties,
assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the
fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”
“may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,”
“should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks,
uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. When the Company discusses its strategies
or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions
made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected
by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition
and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under the
“Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission
(the “SEC”) on March 13, 2026, the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 11, 2026 and August
12, 2026, subsequent Quarterly Reports on Form 10-Q, in the Extension Proxy Statement and in other reports the Company files with the
SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability
to control or predict.
All such forward-looking statements
speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with
regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral
forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety
by this “Cautionary Note Regarding Forward-Looking Statements” section.
Participants in the Solicitation
The Company and its directors
and executive officers may be deemed participants under SEC rules in the solicitation of proxies from the Company’s shareholders
in connection with the Extension Amendment Proposal and related matters. Information regarding the Company’s directors and executive
officers is contained in the Extension Proxy Statement and the Company’s filings with the SEC.
Additional Information and Where to Find It
The Company urges investors,
shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed by the Company with the
SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may
obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to
the Company’s proxy solicitor, Sodali & Co., by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400,
or by emailing fact.info@investor.sodali.com.
No Offer or Solicitation
This communication shall not
constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, or an exemption therefrom.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Non-Redemption Agreement |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: November 9, 2026 |
FACT II ACQUISITION CORP. |
| |
By: |
/s/ Adam Gishen |
| |
Name: |
Adam Gishen |
| |
Title: |
Chief Executive Officer |
