Goldman Sachs reports 4.1% stake in FACT II

FACT II Acquisition Corp received an amended Schedule 13G indicating that The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC together report beneficial ownership of 756,137 Class A ordinary shares.

Rhea-AI Filing Summary

FACT II Acquisition Corp received an amended Schedule 13G indicating that The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC together report beneficial ownership of 756,137 Class A ordinary shares. These shares represent 4.1% of the outstanding Class A ordinary shares. Both entities report no sole voting or dispositive power over the shares, but shared voting and shared dispositive power over 756,137 shares. The filing characterizes The Goldman Sachs Group, Inc. as a parent holding company and Goldman Sachs & Co. LLC as a broker or dealer and registered investment adviser, and includes customary disclaimers that certain Goldman Sachs operating units may disaggregate or disclaim beneficial ownership for client accounts and certain investment entities.

Key Figures

Beneficially owned shares: 756,137 shares Ownership percentage: 4.1% Sole voting power: 0 shares +3 more

6 metrics

Beneficially owned shares 756,137 shares Class A ordinary shares of FACT II Acquisition Corp reported by Goldman Sachs entities

Ownership percentage 4.1% Percent of FACT II Acquisition Corp Class A ordinary shares beneficially owned

Sole voting power 0 shares Shares over which the reporting persons have sole voting power

Shared voting power 756,137 shares Shares over which the reporting persons have shared voting power

Sole dispositive power 0 shares Shares over which the reporting persons have sole dispositive power

Shared dispositive power 756,137 shares Shares over which the reporting persons have shared dispositive power

Key Terms

beneficial ownership, dispositive power, parent holding company, broker or dealer, +1 more

5 terms

beneficial ownership financial

"The securities being reported on by The Goldman Sachs Group, Inc. are owned, or may be deemed to be beneficially owned"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

dispositive power financial

"Number of shares as to which the person has sole power to dispose or shared power to dispose"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

parent holding company financial

"The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company"

broker or dealer financial

"Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act"

A broker or dealer is a financial middleman who helps people buy and sell securities: a broker acts like a matchmaker who executes trades on behalf of a client, while a dealer buys and sells from their own inventory like a shopkeeper. Investors care because these roles affect trade prices, fees, execution speed and potential conflicts of interest—similar to choosing between a personal shopper and a retailer, which can change what you pay and how reliably you get what you want.

investment adviser financial

"a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203"

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.

FAQ

What percentage of FACT (FACT II Acquisition Corp) does Goldman Sachs report owning in this Schedule 13G/A?

Goldman Sachs entities report beneficial ownership of 4.1% of FACT II Acquisition Corp’s Class A ordinary shares, corresponding to 756,137 shares with shared voting and dispositive power and no sole power reported.

How many FACT (FACT II Acquisition Corp) shares are beneficially owned by Goldman Sachs?

The filing states that Goldman Sachs entities beneficially own 756,137 Class A ordinary shares of FACT II Acquisition Corp, with shared voting and shared dispositive power over all 756,137 shares and no sole voting or dispositive power.

Which Goldman Sachs entities are reporting ownership in FACT (FACT II Acquisition Corp)?

The reporting persons are The Goldman Sachs Group, Inc., a Delaware parent holding company, and Goldman Sachs & Co. LLC, a New York broker or dealer and registered investment adviser, both jointly reporting their beneficial ownership.

Does Goldman Sachs have sole or shared voting power over its FACT (FACT II Acquisition Corp) shares?

The report shows 0 shares with sole voting power and 756,137 shares with shared voting power. It also indicates 0 shares with sole dispositive power and 756,137 shares with shared dispositive power over FACT II Acquisition Corp stock.

Why does the Schedule 13G/A for FACT (FACT II Acquisition Corp) include beneficial ownership disclaimers?

The exhibits explain that certain Goldman Sachs operating units disclaim beneficial ownership of securities held for client accounts or certain investment entities, and that some units’ holdings are disaggregated under SEC guidance, so not all group holdings are aggregated here.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/10/2026 - 09:21 PM Accepted by SEC EDGAR 08/10/2026 - 09:21 PM Learn about SEC filing dates

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)

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

THE GOLDMAN SACHS GROUP, INC.

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 756,137.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 756,137.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

756,137.00

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)

4.1 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP Number(s): G32901103

1

Names of Reporting Persons

GOLDMAN SACHS & CO. 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

NEW YORK

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 756,137.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 756,137.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

756,137.00

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)

4.1 %

12

Type of Reporting Person (See Instructions)

BD, OO, IA

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, X1,10005
Item 2.
(a)	Name of person filing: THE GOLDMAN SACHS GROUP, INC.| GOLDMAN SACHS & CO. LLC
(b)	Address or principal business office or, if none, residence: The Goldman Sachs Group, Inc. 200 West Street New York, NY 10282| Goldman Sachs & Co. LLC 200 West Street New York, NY 10282
(c)	Citizenship: THE GOLDMAN SACHS GROUP, INC. - Delaware| GOLDMAN SACHS & CO. LLC - New York
(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: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: See the response(s)to Item 11 on the attached cover page(s).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
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.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit (99.2)
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.

THE GOLDMAN SACHS GROUP, INC.

Signature:	Name:Ameen Soetan
Name/Title:	Attorney-in-fact
Date:	08/10/2026

GOLDMAN SACHS & CO. LLC

Signature:	Name:Ameen Soetan
Name/Title:	Attorney-in-fact
Date:	08/10/2026

Exhibit Information

EXHIBIT (99.1) JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Class A ordinary shares, par value $0.0001 per share, of FACT II ACQUISITION CORP and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13G. Date: THE GOLDMAN SACHS GROUP, INC. By:/s/ Ameen Soetan ---------------------------------------- Name: Title: Attorney-in-fact GOLDMAN SACHS & CO. LLC By:/s/ Ameen Soetan ---------------------------------------- Name: Title: Attorney-in-fact EXHIBIT (99.2) ITEM 7 INFORMATION The securities being reported on by The Goldman Sachs Group, Inc. ("GS Group"), as a parent holding company, are owned, or may be deemed to be beneficially owned, by Goldman Sachs & Co. LLC ("Goldman Sachs"), a broker or dealer registered under Section 15 of the Act and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Goldman Sachs is a subsidiary of GS Group. EXHIBIT (99.3) ITEM 4 INFORMATION *In accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned by certain operating units (collectively, the "Goldman Sachs Reporting Units") of The Goldman Sachs Group, Inc. and its subsidiaries and affiliates (collectively, "GSG"). This filing does not reflect securities, if any, beneficially owned by any operating units of GSG whose ownership of securities is disaggregated from that of the Goldman Sachs Reporting Units in accordance with the Release. The Goldman Sachs Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Goldman Sachs Reporting Units or their employees have voting or investment discretion or both, or with respect to which there are limits on their voting or investment authority or both and (ii) certain investment entities of which the Goldman Sachs Reporting Units act as the general partner, managing general partner or other manager, to the extent interests in such entities are held by persons other than the Goldman Sachs Reporting Units.