Westchester reports 4.98% FACT II stake in Schedule 13G/A (FACT)

Rhea-AI Filing Summary

Westchester Capital Management, LLC and related entities filed an amended Schedule 13G reporting passive ownership in FACT II Acquisition Corp. Class A ordinary shares. Westchester reports beneficial ownership of 921,116 shares, representing 4.98% of the class, based on 18,488,125 shares outstanding as of November 10, 2025.

Virtus Investment Advisers, LLC reports beneficial ownership of 874,848 shares (4.73%), and The Merger Fund reports 858,241 shares (4.64%). The filers certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FACT II Acquisition Corp.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

FACT II Acquisition Corp.

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

G32901103

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Westchester Capital Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 46,268.00
6	Shared Voting Power 874,848.00
7	Sole Dispositive Power 46,268.00
8	Shared Dispositive Power 874,848.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

921,116.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.98 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Virtus Investment Advisers, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 874,848.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 874,848.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

874,848.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.73 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025. The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

The Merger Fund

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 858,241.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 858,241.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

858,241.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.64 %

12

Type of Reporting Person (See Instructions)

IV

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of November 10, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 12, 2025. The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: FACT II Acquisition Corp.
(b)	Address of issuer's principal executive offices: 14 Wall Street, 20th Floor, New York, NY 10005
Item 2.
(a)	Name of person filing: This statement is being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, CEF and JNL Multi-Manager Alternative Fund ("JARB", together with MF, MF VL, and CEF, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)	Address or principal business office or, if none, residence: Westchester Capital Management, LLC 100 Summit Lake Drive, Valhalla, NY 10595 Virtus Investment Advisers, LLC One Financial Plaza, Hartford, CT 06103 The Merger Fund 101 Munson Street, Greenfield, MA 01301-9683
(c)	Citizenship: Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)	Title of class of securities: Class A ordinary shares, $0.0001 par value per share
(e)	CUSIP No.: G32901103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Westchester Capital Management, LLC: 921,116 Virtus Investment Advisers, LLC: 874,848 The Merger Fund: 858,241
(b)	Percent of class: Westchester Capital Management, LLC: 4.98% Virtus Investment Advisers, LLC: 4.73% The Merger Fund: 4.64%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Westchester Capital Management, LLC: 46,268 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(ii) Shared power to vote or to direct the vote: Westchester Capital Management, LLC: 874,848 Virtus Investment Advisers, LLC: 874,848 The Merger Fund: 858,241
	(iii) Sole power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 46,268 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 874,848 Virtus Investment Advisers, LLC: 874,848 The Merger Fund: 858,241
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Westchester Capital Management, LLC

Signature:	/s/ CaSaundra Wu
Name/Title:	CaSaundra Wu/Chief Compliance Officer
Date:	02/13/2026

Virtus Investment Advisers, LLC

Signature:	/s/ Chetram Persaud
Name/Title:	Chetram Persaud/Chief Compliance Officer
Date:	02/13/2026

The Merger Fund

Signature:	/s/ Daphne Chisolm
Name/Title:	Daphne Chisolm/Vice President, Counsel and Assistant Secretary
Date:	02/13/2026

FAQ

What stake in FACT (FACT) does Westchester Capital Management report?

Westchester Capital Management reports beneficial ownership of 921,116 Class A ordinary shares of FACT II Acquisition Corp., equal to 4.98% of the class. This percentage is calculated using 18,488,125 shares outstanding as of November 10, 2025, from the company’s Form 10-Q.

How many FACT II shares does Virtus Investment Advisers, LLC own?

Virtus Investment Advisers, LLC reports beneficial ownership of 874,848 Class A ordinary shares of FACT II Acquisition Corp., representing 4.73% of the class. These shares are held for client funds, including The Merger Fund and related vehicles advised or sub-advised by Virtus and Westchester.

What position in FACT II does The Merger Fund disclose?

The Merger Fund discloses beneficial ownership of 858,241 Class A ordinary shares of FACT II Acquisition Corp., equal to 4.64% of the class. The fund directly holds these shares for the benefit of its investors, with Virtus as adviser and Westchester as sub-adviser.

Is the FACT II stake held for control by Westchester and Virtus?

No. The reporting parties certify the FACT II shares were acquired and are held in the ordinary course of business and not with the purpose or effect of changing or influencing control of the issuer, consistent with a passive Schedule 13G filing.

What is the reference share count used to calculate FACT ownership percentages?

All reported ownership percentages use 18,488,125 Class A ordinary shares outstanding as of November 10, 2025. This figure comes from FACT II Acquisition Corp.’s Quarterly Report on Form 10-Q filed on November 12, 2025, which the reporting persons cite in their ownership calculations.

Who are the reporting persons in the FACT II Schedule 13G/A?

The Schedule 13G/A is filed jointly by Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund. Virtus acts as investment adviser to several funds, while Westchester serves as sub-adviser, and the funds directly hold FACT II ordinary shares.