Hudson Bay/ S. Gerber disclose 5.41% stake in FACT II Acquisition Corp (FACTU)

Rhea-AI Filing Summary

Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 1,000,000 Class A Ordinary Shares of FACT II Acquisition Corp (CUSIP G32901103), representing 5.41% of the outstanding Class A shares based on 18,488,125 shares outstanding as of May 13, 2025. The shares are held in the name of HB Strategies LLC, for which the Investment Manager serves as investment manager, and the filing notes shared voting and shared dispositive power of 1,000,000 shares.

The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control. Mr. Gerber disclaims beneficial ownership while also serving as an authorized signatory for the Investment Manager.

Positive

• Material disclosure: Reporting Persons disclose a clear, quantifiable position of 1,000,000 shares (5.41%) in FACT II Acquisition Corp.
• Transparency on holding structure: Shares are held in the name of HB Strategies LLC with Hudson Bay as investment manager, clarifying beneficial relationships.
• Passive intent stated: Item 10 certification affirms the securities are held in the ordinary course and not to influence control.

Negative

• No sole control: The Reporting Persons report 0 sole voting power and 0 sole dispositive power, limiting ability to unilaterally influence corporate decisions.
• Disclaimed individual ownership: Mr. Gerber disclaims beneficial ownership, which may limit clarity about individual intent or influence.

Insights

Financial Analyst

TL;DR: A passive 5.41% stake is material but non-controlling; it signals meaningful ownership without sole voting control.

Hudson Bay's reported 1,000,000-share position equals 5.41% of FACT II's Class A shares per the company's reported 18,488,125 outstanding shares. The Schedule 13G filing form and the Item 10 certification indicate this is a passive holding held in the ordinary course, which suggests no immediate intent to pursue control changes. For investors, a >5% passive stake is noteworthy because it creates potential for engagement but does not by itself imply activism or governance shifts.

Corporate Governance Expert

TL;DR: Filing shows shared voting/dispositive power and a disclaimer of beneficial ownership by the individual, limiting governance implications.

The disclosure clarifies that voting and disposition are shared for the 1,000,000 shares and that Mr. Gerber disclaims beneficial ownership while acting as managing member of the general partner of the Investment Manager. The joint acquisition statement assigns filing responsibility among the parties but does not identify any group or plans to influence control. From a governance perspective, this is a material ownership threshold but presents limited immediate governance risk.

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, $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

Hudson Bay Capital Management LP

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.41 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Sander Gerber

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.41 %

12

Type of Reporting Person (See Instructions)

HC, IN

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: This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)	Address or principal business office or, if none, residence: The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)	Citizenship: The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(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).
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 each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 18,488,125 A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of FACT II Acquisition Corp. (the "Company") outstanding as of May 13, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025 filed with the Securities and Exchange Commission on May 14, 2025. The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)	Percent of class: 5.41%
(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 each of the Reporting Persons 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 each of the Reporting Persons 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 each of the Reporting Persons 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 each of the Reporting Persons and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
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 4(a).
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.

Hudson Bay Capital Management LP

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Authorized Signatory
Date:	08/08/2025

Sander Gerber

Signature:	/s/ Sander Gerber
Name/Title:	Sander Gerber, Individually
Date:	08/08/2025

Exhibit Information

EXHIBIT 99.1 JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. DATED: August 8, 2025 HUDSON BAY CAPITAL MANAGEMENT LP By: /s/ Sander Gerber Name: Sander Gerber Title: Authorized Signatory /s/ Sander Gerber SANDER GERBER

FAQ

What stake does Hudson Bay report in FACT II Acquisition Corp (FACTU)?

The filing reports 1,000,000 Class A Ordinary Shares5.41% of the Class A shares based on 18,488,125 outstanding shares.

Are the shares held directly by Hudson Bay or another entity?

The shares are held in the name of HB Strategies LLC, for which Hudson Bay Capital Management LP serves as the investment manager.

Does Hudson Bay have sole voting or dispositive power over these shares?

No. The filing reports 0 sole voting power and 1,000,000 shared voting power; likewise 0 sole dispositive power and 1,000,000 shared dispositive power.

Does the filing indicate an intent to influence control of FACT II Acquisition Corp?

No. The Item 10 certification states the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.

Who signed the Schedule 13G filing on behalf of Hudson Bay?

The joint filing is signed by Sander Gerber as Authorized Signatory for Hudson Bay Capital Management LP and individually as indicated in the exhibit.