HOOPP Schedule 13G/A Shows 0% Ownership in FACTU

Rhea-AI Filing Summary

Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed a Schedule 13G/A reporting that it does not beneficially own any Class A ordinary shares of FACT II Acquisition Corp. The filing shows 0.00 shares and 0% of the class, with no sole or shared voting or dispositive power reported. HOOPP is identified as a pension plan formed as a trust under Ontario law and classified as a financial institution reporting person.

The filing includes HOOPP's certification that any securities referred to were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Positive

• Clear regulatory disclosure: HOOPP filed the Schedule 13G/A and certified the holdings are held in the ordinary course of business
• Regulatory comparability stated: The filing notes the pension plan is registered and subject to a regulatory scheme comparable to U.S. equivalents

Negative

• No beneficial ownership: Reported aggregate ownership is 0.00 shares (0%), meaning HOOPP holds no voting or dispositive power in FACT II

Insights

Financial Analyst

TL;DR: HOOPP reports no stake in FACT II, so this filing has no direct market or voting impact.

The Schedule 13G/A states an aggregate beneficial ownership of 0.00 shares (0%) and shows no sole or shared voting or dispositive power. From a market-impact perspective, this disclosure is neutral because it does not indicate capital deployment, share accumulation, or any intent to influence corporate control. For investors, the filing simply confirms HOOPP is not a stakeholder in FACT II and that the reporting person is a pension trust classified as a financial institution.

Corporate Governance Expert

TL;DR: No governance implications; HOOPP confirms holdings are not intended to affect issuer control.

The document explicitly states that any securities referenced were acquired and held in the ordinary course of business and not with the purpose of changing or influencing control. Given the reported 0% ownership and the absence of voting or dispositive power, there are no governance risks or activist signals associated with HOOPP in relation to FACT II. This disclosure is procedural and confirms regulatory compliance by the reporting pension trust.

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)

06/30/2025

(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

Healthcare of Ontario Pension Plan Trust 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

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0 %

12

Type of Reporting Person (See Instructions)

FI

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: Healthcare of Ontario Pension Plan Trust Fund ("HOOPP")
(b)	Address or principal business office or, if none, residence: 1 York Street, Suite 1900, Toronto, Ontario, Canada, M5J 0B6
(c)	Citizenship: Ontario, Canada
(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).
	A pension plan formed as a trust under the laws of Ontario, Canada and registered with the Financial Services Regulatory Authority of Ontario.
Item 4.	Ownership
(a)	Amount beneficially owned: See Item 9 on page 2.
(b)	Percent of class: See Item 11 on page 2.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 on page 2.
	(ii) Shared power to vote or to direct the vote: See Item 6 on page 2.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 on page 2.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 on page 2.
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. By signing below I certify that, to the best of my knowledge and belief, the regulatory scheme applicable to a pension plan formed as a trust under the laws of Ontario, Canada and registered with the Financial Services Regulatory Authority of Ontario is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Securities and Exchange Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D.

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.

Healthcare of Ontario Pension Plan Trust Fund

Signature:	/s/ Abas Kanu
Name/Title:	VP, HOOPP Compliance Officer
Date:	08/13/2025

FAQ

Does HOOPP own shares of FACT II Acquisition Corp (FACTU)?

No. The filing reports an aggregate beneficial ownership of 0.00 shares, representing 0% of the Class A ordinary shares.

Does HOOPP have voting or dispositive power over FACTU shares?

No. The Schedule 13G/A shows 0.00 sole and 0.00 shared voting and dispositive power.

What type of reporting person is HOOPP in this filing?

HOOPP is identified as a pension plan formed as a trust and is classified as a financial institution (FI) reporting person.

Is HOOPP seeking to influence control of FACT II (FACTU)?

No. HOOPP certified that any securities referred to are held in the ordinary course of business and were not acquired to change or influence control.

What does a Schedule 13G/A disclosure by HOOPP indicate for investors in FACTU?

It indicates no current HOOPP stake and therefore no change in shareholder composition or voting dynamics attributable to HOOPP.