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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 4, 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 to 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.
Postponement
of Extraordinary General Meeting
On
October 14, 2026, FACT II Acquisition Corp. (the “Company”) filed a definitive proxy statement (the “Extension Proxy
Statement”) for an extraordinary general meeting (the “Shareholder Meeting”) of its shareholders originally scheduled
to be held on November 10, 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 amend the date by which the Company must consummate an initial business combination
(the “Extension Amendment Proposal”) to November 25, 2027. Defined terms used but not defined herein have the meanings set
forth in the Extension Proxy Statement.
The
Company has decided to postpone the Shareholder Meeting to November 17, 2026, at 10:00 a.m., Eastern Time, to allow additional time for
the Company to engage with shareholders. As a result of the postponement of the Shareholder Meeting, the Company has extended the deadline
for delivery of redemption requests from the Company’s shareholders from 5:00 p.m., Eastern Time, on November 6, 2026, to 5:00
p.m., Eastern Time, on November 13, 2026.
The
postponed meeting will be held on November 17, 2026, at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, 200 Park
Avenue, New York, NY 10166, or via live webcast at www.proxydocs.com/FACT. If you wish to attend the Shareholder Meeting
in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company’s
Chief Financial Officer at ir@freedomac2.com by 10:00 a.m., Eastern Time, on November 13, 2026 (two business days prior to the newly
scheduled meeting date).
If
you wish to attend the Shareholder Meeting virtually, you must register at www.proxydocs.com/FACT. Upon completing your registration,
you will receive further instructions via email, including a unique link that will allow you access to the Shareholder Meeting and to
vote and submit questions during the Shareholder Meeting. As part of the registration process, you must enter the control number located
on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other
nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part
of the registration process.
On
November 4, 2026, the Company issued a press release announcing the postponement of the Shareholder Meeting, a copy of which is attached
as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
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 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 filed in connection with the Shareholder Meeting on October 14, 2026 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 |
| 99.1 |
|
Press Release, dated November 4, 2026 |
| 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 4 , 2026 |
FACT II ACQUISITION
CORP. |
| |
|
|
| |
By: |
/s/
Adam Gishen |
| |
Name: |
Adam Gishen |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
FACT II Acquisition Corp. Announces Postponement
of Extraordinary General Meeting of Shareholders
NEW YORK, NY, Nov. 04, 2026 (GLOBE NEWSWIRE)
-- FACT II Acquisition Corp. (Nasdaq: FACT) (the “Company”) today announced that its extraordinary general meeting of
shareholders (the “Shareholder Meeting”), originally scheduled to be held on November 10, 2026, will be postponed to November
17, 2026, at 10:00 a.m., Eastern Time, to allow additional time for the Company to engage with shareholders. As a result of the postponement
of the Shareholder Meeting, the Company has extended the deadline for delivery of redemption requests from the Company’s shareholders
from 5:00 p.m., Eastern Time, on November 6, 2026, to 5:00 p.m., Eastern Time, on November 13, 2026.
The postponed meeting
will be held on November 17, 2026, at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, located at 200 Park Avenue,
New York, NY 10166, or via live webcast at www.proxydocs.com/FACT. If you wish to attend the Shareholder Meeting in person,
you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company’s Chief
Financial Officer at ir@freedomac2.com by 10:00 a.m., Eastern Time, on November 13, 2026 (two business days prior to the newly scheduled
meeting date).
If you wish to attend
the Shareholder Meeting virtually, you must register at www.proxydocs.com/FACT. Upon completing your registration, you will
receive further instructions via email, including a unique link that will allow you access to the Shareholder Meeting and to vote and
submit questions during the Shareholder Meeting. As part of the registration process, you must enter the control number located on your
proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee,
you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration
process.
About FACT II Acquisition Corp.
The Company is a special purpose acquisition company
formed in 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business
combination with one or more businesses. Headquartered in New York, New York, the Company is led by Chief Executive Officer Adam Gishen,
who, alongside the Company’s leadership team, has decades of experience in global finance, investor relations, and capital markets.
In November 2024, the Company raised $175 million in gross proceeds in its initial public offering. The Company’s strategy is to
identify opportunities where a combination of capital, talent and network will improve the customer experience and drive value for all
stakeholders, which focuses on leveraging the Company’s management team to improve profitability and demonstrate growth across mature
and emerging markets. The Company’s units, Class A ordinary shares, and warrants are listed on the Nasdaq Global Market (NASDAQ:
FACTU, FACT, FACTW).
Cautionary Note Regarding
Forward-Looking Statements
This press release contains
statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding 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 press release, 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 definitive proxy statement filed in connection with
the Shareholder Meeting on October 14, 2026 (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 press release. 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 us 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 proposals included in the Extension Proxy Statement 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 proposals included in the Extension Proxy Statement. 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.
Contact
FACT II Acquisition Corp.
Email: ir@freedomac2.com
