FACT II Acquisition Corp. reports filing of an amended Schedule 13G/A disclosing three related reporting persons each beneficially owning 1,500,000 Class A ordinary shares (representing 8.1% of the class).
The filing states that the 1,500,000 shares are held by Tenor Opportunity Master Fund, Ltd.; Tenor Capital Management Company, L.P. serves as the Master Fund's investment manager and Robin Shah is managing member of Tenor Management GP, LLC. The percentage is calculated using 18,488,125 Shares issued and outstanding as of May 8, 2026.
Positive
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Negative
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Insights
Three related reporting persons disclose an 8.1% stake via a joint Schedule 13G/A.
The filing lists 1,500,000 shares for each Reporting Person and ties beneficial ownership to Tenor Opportunity Master Fund, Ltd. It explains the manager/GP relationships that may confer shared voting or dispositive power.
Disclosure is routine for passive investors; subsequent public filings may clarify any changes to voting arrangements or holdings after May 8, 2026.
Form notes disclaimers of beneficial ownership and references Section 13 standards.
The report includes the standard clause that each Reporting Person "disclaims beneficial ownership" except to the extent of pecuniary interest and cites the issuer's 10-Q for the outstanding share base. This preserves the reporting persons' passive filing posture.
Material changes in ownership or voting power would trigger amended filings; current disclosure aligns with Schedule 13G/A practice.
Key Figures
Shares owned per Reporting Person:1,500,000 sharesPercent of class:8.1%Shares outstanding:18,488,125 Shares
3 metrics
Shares owned per Reporting Person1,500,000 sharesreported for Tenor Opportunity Master Fund, Tenor Capital, and Robin Shah
Percent of class8.1%each Reporting Person's percentage ownership
Shares outstanding18,488,125 Sharesissued and outstanding as of May 8, 2026 (source: issuer 10-Q)
Key Terms
beneficially owned, sole dispositive power, Section 13
3 terms
beneficially ownedregulatory
"The Class A Ordinary shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerregulatory
"Sole Dispositive Power 1,500,000.00"
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.
Section 13regulatory
"This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13"
Section 13 of the U.S. Securities Exchange Act requires public companies and large shareholders to disclose important ownership and reporting information to the market, including regular financial reports and filings when someone builds a significant stake. For investors it acts like a public checkbook and alert system: it provides verified updates on a company’s health and who controls it, helping buyers judge risk, spot takeover activity, and make informed decisions.
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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, par value $0.0001 per share
(Title of Class of Securities)
G32901103
(CUSIP Number)
03/31/2026
(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
Tenor Capital Management Company, L.P.
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
1,500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
G32901103
1
Names of Reporting Persons
Tenor Opportunity Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP Number(s):
G32901103
1
Names of Reporting Persons
Robin Shah
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
1,500,000.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,500,000.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Please see note in Item 4(a)
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:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
(b)
Address or principal business office or, if none, residence:
810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)
Citizenship:
Tenor Capital Management Company, L.P. - Delaware
Tenor Opportunity Master Fund, Ltd. - Cayman Islands
Robin Shah - USA
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 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:
Tenor Capital Management Company, L.P. - 8.1%
Tenor Opportunity Master Fund, Ltd. - 8.1%
Robin Shah - 8.1%
The Class A Ordinary shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-Q, filed on May 11, 2026 indicating that there are 18,488,125 Shares issued and outstanding as of May 8, 2026.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 8.1%
Tenor Opportunity Master Fund, Ltd. - 8.1%
Robin Shah - 8.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 1,500,000
Tenor Opportunity Master Fund, Ltd. - 1,500,000
Robin Shah - 1,500,000
(ii) Shared power to vote or to direct the vote:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
(iii) Sole power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 1,500,000
Tenor Opportunity Master Fund, Ltd. - 1,500,000
Robin Shah - 1,500,000
(iv) Shared power to dispose or to direct the disposition of:
Tenor Capital Management Company, L.P. - 0
Tenor Opportunity Master Fund, Ltd. - 0
Robin Shah - 0
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.
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 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.
Tenor Capital Management Company, L.P.
Signature:
/s/ Robin Shah
Name/Title:
Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
How many shares of FACT does Tenor Opportunity Master Fund, Ltd. own?
Tenor Opportunity Master Fund, Ltd. owns 1,500,000 shares of Class A ordinary shares. The filing reports this equals 8.1% of the class, calculated from 18,488,125 Shares outstanding as of May 8, 2026 per the issuer's 10-Q.
Why are Tenor Capital and Robin Shah listed alongside the Master Fund in the filing?
They are listed due to managerial and GP relationships: Tenor Capital is the Master Fund's investment manager and Robin Shah is managing member of Tenor Management GP, LLC. The filing states these relationships may confer shared voting/dispositive power.
What percentage of FACT’s Class A stock do the reporting persons each hold?
Each Reporting Person is reported as holding 8.1% of Class A ordinary shares. The percentage is computed using the issuer's disclosed 18,488,125 Shares issued and outstanding as of May 8, 2026.
Does the filing claim direct beneficial ownership by Tenor or Robin Shah?
No. The filing includes a formal disclaimer: each Reporting Person "disclaims beneficial ownership" except to their pecuniary interest. It explains holdings are held by the Master Fund and links authority to manager/GP roles.
