Highbridge Capital Management (FACT) discloses 8.7% holding in FACT II Acquisition Corp.

Rhea-AI Filing Summary

Highbridge Capital Management, LLC, a Delaware limited liability company and investment adviser to certain funds and accounts, reports beneficial ownership of Class A Ordinary Shares of FACT II Acquisition Corp..

Highbridge, through the Highbridge Funds, reports beneficial ownership of 1,608,394 Class A Ordinary Shares, representing 8.7% of the class, based on 18,488,125 shares outstanding as of May 8, 2026. Highbridge has sole voting and sole dispositive power over these shares. The Highbridge Funds, including Highbridge Tactical Credit Master Fund, L.P., have the right to receive dividends and sale proceeds, with Highbridge Tactical Credit Master Fund, L.P. holding an interest relating to more than 5% of the outstanding Class A Ordinary Shares.

Key Figures

Shares beneficially owned: 1,608,394 Class A Ordinary Shares Ownership percentage: 8.7% Shares outstanding: 18,488,125 Class A Ordinary Shares +2 more

5 metrics

Shares beneficially owned 1,608,394 Class A Ordinary Shares Beneficial ownership reported by Highbridge Capital Management, LLC

Ownership percentage 8.7% Percentage of FACT II Acquisition Corp. Class A Ordinary Shares owned by Highbridge

Shares outstanding 18,488,125 Class A Ordinary Shares Shares outstanding as of May 8, 2026, per the issuer’s Form 10-Q

Sole voting power 1,608,394 shares Number of shares over which Highbridge has sole voting power

Sole dispositive power 1,608,394 shares Number of shares over which Highbridge has sole dispositive power

Key Terms

beneficial owner, investment adviser, Sole Voting Power, Sole Dispositive Power, +1 more

5 terms

beneficial owner regulatory

"the beneficial owner of the securities reported herein"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

investment adviser financial

"the investment adviser to certain funds and accounts"

An investment adviser is a person or firm that professionally manages money and gives recommendations about buying, selling, or holding investments. Like a financial coach or guide, they have a legal duty to act in a client's best financial interest, so their advice, fees and potential conflicts can directly affect returns and risk — making their role important for investors who want informed, accountable help with portfolios.

Sole Voting Power financial

"5 | Sole Voting Power 1,608,394.00"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Sole Dispositive Power financial

"7 | Sole Dispositive Power 1,608,394.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Schedule 13G regulatory

"for the purposes of Section 13 of the Securities Exchange Act of 1934"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

FAQ

How many FACT (FACT II Acquisition Corp.) shares does Highbridge Capital Management report owning?

Highbridge Capital Management reports beneficial ownership of 1,608,394 Class A Ordinary Shares of FACT II Acquisition Corp. This position is held through certain Highbridge-managed funds and accounts, over which Highbridge has sole voting and sole dispositive power.

What percentage of FACT Class A shares does Highbridge Capital Management (FACT) control?

Highbridge Capital Management reports owning 8.7% of FACT II Acquisition Corp.’s Class A Ordinary Shares. This percentage is calculated using 18,488,125 shares outstanding as of May 8, 2026, as disclosed in the issuer’s Form 10-Q for the quarter ended March 31, 2026.

What is the total number of FACT II Acquisition Corp. Class A shares outstanding mentioned in this Schedule 13G?

The Schedule 13G states that there were 18,488,125 Class A Ordinary Shares of FACT II Acquisition Corp. outstanding as of May 8, 2026. This figure comes from the company’s Form 10-Q for the quarterly period ended March 31, 2026.

Who has rights to dividends and sale proceeds from FACT shares held by Highbridge funds (FACT)?

The filing explains that the Highbridge Funds have the right to receive, or direct the receipt of, dividends and sale proceeds from the Class A Ordinary Shares. Highbridge Tactical Credit Master Fund, L.P. has such rights with respect to more than 5% of the outstanding Class A shares.

Does Highbridge Capital Management share voting or dispositive power over FACT shares with others?

According to the Schedule 13G, Highbridge reports sole voting power and sole dispositive power over 1,608,394 Class A Ordinary Shares of FACT II Acquisition Corp., and reports no shared voting or shared dispositive power for these securities.

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Available on EDGAR 08/14/2026 - 12:36 PM Accepted by SEC EDGAR 08/14/2026 - 12:35 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

FACT II Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G32901103

(CUSIP Number)

06/30/2026

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): G32901103

1

Names of Reporting Persons

Highbridge 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 1,608,394.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,608,394.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,608,394.00

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)

8.7 %

12

Type of Reporting Person (See Instructions)

IA, OO

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 filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares"), of FACT II Acquisition Corp., a Cayman Islands exempted company (the "Issuer"), directly held by the Highbridge Funds; The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 390 Madison Avenue, 28th Floor, New York, NY 10017.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(d)	Title of class of securities: Class A Ordinary Shares, par value $0.0001 per share
(e)	CUSIP Number(s): 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 the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 18,488,125 Class A Ordinary Shares outstanding as of May 8, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the Securities and Exchange Commission on May 11, 2026.
(b)	Percent of class: 8.7%
(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 the Reporting Person 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 the Reporting Person 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 the Reporting Person 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 the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
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 2(a). The Highbridge Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the outstanding Class A Ordinary Shares.
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.

Highbridge Capital Management, LLC

Signature:	/s/ Kirk Rule
Name/Title:	By: Kirk Rule, Executive Director
Date:	08/14/2026