Hudson Bay Capital Management LP and Sander Gerber filed Amendment No. 1 to a Schedule 13G reporting their beneficial ownership in FACT II Acquisition Corp. They report holding 800,000 Class A Ordinary Shares, representing 4.33% of the class.
The percentage is based on 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as disclosed in the company’s quarterly report. The shares are held in the name of HB Strategies LLC, for which Hudson Bay is investment manager; Mr. Gerber, as managing member of the Investment Manager’s general partner, disclaims beneficial ownership. The reporting persons have shared voting and dispositive power over the 800,000 shares and certify the position is held in the ordinary course of business and not to change or influence control of the issuer.
Positive
None.
Negative
None.
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
(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
Hudson Bay Capital Management LP
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
800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
800,000.00
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)
4.33 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
G32901103
1
Names of Reporting Persons
Sander Gerber
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
800,000.00
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)
4.33 %
12
Type of Reporting Person (See Instructions)
HC, IN
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, New York 10005
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 18,488,125 A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of FACT II Acquisition Corp. (the "Company") outstanding as of November 10, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 12, 2025.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
4.33%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4(a).
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.
What stake in FACT II Acquisition Corp. (FACT) does Hudson Bay report?
Hudson Bay Capital Management LP reports beneficial ownership of 800,000 Class A Ordinary Shares of FACT II Acquisition Corp., representing 4.33% of the outstanding class, based on 18,488,125 shares reported outstanding as of November 10, 2025.
Who are the reporting persons in this FACT Schedule 13G/A filing?
The filing identifies Hudson Bay Capital Management LP as the Investment Manager and Sander Gerber as an individual reporting person. Together they are referred to as the “Reporting Persons” and report on shares held in the name of HB Strategies LLC.
How many FACT II Class A shares does each reporting person beneficially own?
Each reporting person reports beneficial ownership of 800,000 Class A Ordinary Shares of FACT II Acquisition Corp. They report zero sole voting or dispositive power and shared voting and dispositive power over all 800,000 shares.
What percentage of FACT II’s Class A shares does 800,000 represent?
The filing states the 800,000 Class A Ordinary Shares represent 4.33% of the class. This percentage is calculated using 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as disclosed in the company’s Form 10-Q.
How does Sander Gerber describe his ownership of the FACT shares?
The filing explains that the securities are held in the name of HB Strategies LLC and that Hudson Bay may be deemed the beneficial owner. It further states Mr. Gerber, who oversees the Investment Manager’s general partner, disclaims beneficial ownership of these securities.
What does the filing say about Hudson Bay’s intent regarding control of FACT II?
The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of, or with the effect of, changing or influencing control of FACT II Acquisition Corp.
