[SCHEDULE 13G/A] FACT II Acquisition Corp. Unit SEC Filing

Rhea-AI Filing Summary

Context Capital Management, LLC and related individuals/entities have filed Amendment No. 1 to Schedule 13G disclosing a passive ownership position in FACT II Acquisition Corp. (symbol: FACTU).

• Total beneficial ownership: 300,000 Class A Ordinary Shares.
• Percent of outstanding class: 1.6% based on 18,488,125 shares outstanding as of May 13, 2025.
• Voting & dispositive power: 0 shares sole / 300,000 shares shared; no sole voting or dispositive authority.
• Reporting persons: Context Capital Management, LLC (investment adviser and GP of Context Partners Master Fund, L.P.), the fund itself, and control persons Michael S. Rosen, William D. Fertig, and Charles E. Carnegie.
• Date triggering filing: June 30, 2025; signatures dated July 10, 2025.
• The filing certifies the stake was acquired and is held in the ordinary course of business and is not intended to influence control of the issuer.

The stake is below the 5% threshold, indicating a relatively small, passive investment that is unlikely to affect corporate control or materially alter the issuer’s shareholder structure.

Insights

Financial Analyst

TL;DR Passive 1.6% stake disclosed; minimal governance impact, but shows modest institutional interest.

The amendment reveals Context Capital’s combined entities now own 300,000 Class A shares of FACT II Acquisition Corp., representing 1.6% of the float. Because the holding remains well below 5%, the filing is essentially a compliance update rather than a strategic move. The absence of sole voting or dispositive power underscores its passive nature, aligning with Schedule 13G requirements. For investors, the disclosure signals limited institutional confidence but does not meaningfully alter the SPAC’s ownership landscape or valuation outlook. From a liquidity standpoint, the position equates to roughly US$3 million if the shares trade near US$10, a negligible fraction of typical SPAC trust values.

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

(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

Context 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 0.00
6	Shared Voting Power 300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 18,488,125 shares of the Class A Ordinary Shares outstanding as of May 13, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Michael S. Rosen

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 300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 18,488,125 shares of the Class A Ordinary Shares outstanding as of May 13, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

William D. Fertig

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 300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 18,488,125 shares of the Class A Ordinary Shares outstanding as of May 13, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Charles E. Carnegie

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 300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 18,488,125 shares of the Class A Ordinary Shares outstanding as of May 13, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Context Partners Master Fund, 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 300,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 300,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

300,000.00

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)

1.6 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based on 18,488,125 shares of the Class A Ordinary Shares outstanding as of May 13, 2025, as reported in the Form 10-Q filed by the Issuer for the quarter ended March 31, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: FACT II Acquisition Corp.
(b)	Address of issuer's principal executive offices: 14 WALL STREET, 14 WALL STREET, NEW YORK, NEW YORK, 10005.
Item 2.
(a)	Name of person filing: Context Capital Management, LLC ("LLC") Michael S. Rosen ("Rosen") William D. Fertig ("Fertig") Charles E. Carnegie ("Carnegie") Context Partners Master Fund, L.P. ("LP") LLC is the general partner and investment adviser of LP. Rosen, Fertig and Carnegie are the control persons of LLC. The reporting persons are filing this Schedule 13G jointly, but not as members of a group, and each disclaims membership in a group. Each reporting person also disclaims beneficial ownership of the securities reported in this Schedule 13G, except to the extent of that person?s pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of LP should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any of the securities covered by this Schedule 13G.
(b)	Address or principal business office or, if none, residence: Context Capital Management, LLC 7724 Girard Avenue Suite 300 La Jolla, CA 92037
(c)	Citizenship: See cover page for each reporting person.
(d)	Title of class of securities: Class A Ordinary Shares
(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 shares of Class A Ordinary Shares beneficially owned by the reporting persons reported in this Schedule 13G consist of 300,000 shares of Class A Ordinary Shares as of 6/30/2025.
(b)	Percent of class: See cover page for each reporting person.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 300,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 300,000
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 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.

Context Capital Management, LLC

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

Michael S. Rosen

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

William D. Fertig

Signature:	William D. Fertig
Name/Title:	Chairman
Date:	07/10/2025

Charles E. Carnegie

Signature:	Charles E. Carnegie
Name/Title:	CIO
Date:	07/10/2025

Context Partners Master Fund, L.P.

Signature:	Michael S. Rosen
Name/Title:	CEO
Date:	07/10/2025

FAQ

How many FACTU shares does Context Capital Management now own?

The filing reports ownership of 300,000 Class A Ordinary Shares.

What percentage of FACT II Acquisition Corp.’s class is represented by this stake?

The 300,000 shares constitute approximately 1.6% of the outstanding Class A shares.

Is Context Capital’s position considered passive or activist?

The Schedule 13G/A certifies that the position is passive, with no intent to influence control.

Which entities and individuals are listed as reporting persons?

Reporting persons include Context Capital Management, LLC, Context Partners Master Fund, L.P., Michael S. Rosen, William D. Fertig, and Charles E. Carnegie.

When did the ownership level that triggered this filing occur?

The relevant event date is June 30, 2025, with signatures dated July 10, 2025.