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

Rhea-AI Filing Summary

Westchester Capital Management, Virtus Investment Advisers and The Merger Fund jointly filed a Schedule 13G reporting beneficial ownership of Class A ordinary shares of FACT II Acquisition Corp (FACTU). Westchester reports 1,083,000 shares (5.86%), Virtus reports 1,028,600 shares (5.56%), and The Merger Fund reports 1,009,075 shares (5.46%), with percentages calculated using 18,488,125 shares outstanding as of May 13, 2025.

The filing breaks out voting and dispositive power: Westchester has 54,400 shares of sole voting and dispositive power and shared voting/dispositive power for the remaining reported holdings; Virtus and The Merger Fund report only shared voting and dispositive power for their reported amounts. The signatories certify the securities were acquired and are held in the ordinary course of business and not to influence control.

Positive

• Full disclosure of material stakes by Westchester, Virtus and The Merger Fund, each exceeding the 5% reporting threshold
• Clear breakdown of sole and shared voting and dispositive powers, including Westchester's 54,400 shares of sole power
• Certification that the securities were acquired and are held in the ordinary course and not to influence control
• Percentage basis disclosed using 18,488,125 shares outstanding as of May 13, 2025

Negative

• None.

Insights

Financial Analyst

TL;DR: Three related investment advisers disclose >5% stakes each; this is a routine, non-control disclosure with modest potential market interest.

The Schedule 13G shows overlapping beneficial ownership among an adviser (Virtus), its sub-advisor (Westchester) and a fund (The Merger Fund). Each reporting person crosses the 5% threshold, which is material for disclosure purposes but not necessarily a control signal because the filing specifically states the securities were acquired in the ordinary course and not for influencing control. The largest reported stake is Westchester's 1,083,000 shares (5.86%). Investors should view this as transparency on concentrated institutional positions rather than an activist or control intent.

Corporate Governance Expert

TL;DR: Disclosure is clear on voting/dispositive arrangements and asserts no intent to change control; governance risk appears limited.

The filing discloses the allocation of sole versus shared voting and dispositive power, notably Westchester's 54,400 shares of sole power and shared power across the remaining reported holdings. The statement that holdings were not acquired to influence control reduces immediate governance concerns. Because the reporting persons are registered advisers and the positions are reported on Schedule 13G rather than 13D, this aligns with passive investor treatment under the rules. Impact to issuer governance is therefore likely minimal based on this filing alone.

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 per share

(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

Westchester 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 54,400.00
6	Shared Voting Power 1,028,600.00
7	Sole Dispositive Power 54,400.00
8	Shared Dispositive Power 1,028,600.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,083,000.00

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)

5.86 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

Virtus Investment Advisers, 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 1,028,600.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,028,600.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,028,600.00

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)

5.56 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025. The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.

SCHEDULE 13G

CUSIP No. G32901103

1

Names of Reporting Persons

The Merger 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

MASSACHUSETTS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,009,075.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,009,075.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,009,075.00

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)

5.46 %

12

Type of Reporting Person (See Instructions)

IV

Comment for Type of Reporting Person: * Based on 18,488,125 Shares outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025. The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.

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 being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, CEF and JNL Multi-Manager Alternative Fund ("JARB", together with MF, MF VL, and CEF, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester.
(b)	Address or principal business office or, if none, residence: Westchester Capital Management, LLC 100 Summit Lake Drive, Valhalla, NY 10595 Virtus Investment Advisers, LLC One Financial Plaza, Hartford, CT 06103 The Merger Fund 101 Munson Street, Greenfield, MA 01301-9683
(c)	Citizenship: Each of Westchester and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)	Title of class of securities: Class A ordinary shares, $0.0001 par value 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: Westchester Capital Management, LLC: 1,083,000 Virtus Investment Advisers, LLC: 1,028,600 The Merger Fund: 1,009,075
(b)	Percent of class: Westchester Capital Management, LLC: 5.86% Virtus Investment Advisers, LLC: 5.56% The Merger Fund: 5.46%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Westchester Capital Management, LLC: 54,400 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(ii) Shared power to vote or to direct the vote: Westchester Capital Management, LLC: 1,028,600 Virtus Investment Advisers, LLC: 1,028,600 The Merger Fund: 1,009,075
	(iii) Sole power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 54,400 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 1,028,600 Virtus Investment Advisers, LLC: 1,028,600 The Merger Fund: 1,009,075
Item 5.	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.

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.

Westchester Capital Management, LLC

Signature:	/s/ CaSaundra Wu
Name/Title:	CaSaundra Wu Chief Compliance Officer
Date:	08/14/2025

Virtus Investment Advisers, LLC

Signature:	/s/ Chetram Persaud
Name/Title:	Chetram Persaud Chief Compliance Officer
Date:	08/14/2025

The Merger Fund

Signature:	/s/ Daphne Chisolm
Name/Title:	Daphne Chisolm Vice President, Counsel and Assistant Secretary
Date:	08/14/2025

FAQ

How many FACTU shares does Westchester Capital Management hold?

Westchester holds 1,083,000 shares, representing 5.86% of FACTU based on 18,488,125 shares outstanding as of May 13, 2025.

What percent of FACTU does Virtus Investment Advisers own?

Virtus reports 1,028,600 shares, equal to 5.56% of the outstanding Class A shares.

Does the Schedule 13G indicate an intent to influence control of FACT II Acquisition Corp. (FACTU)?

No. The filing includes a certification that the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control.

What voting powers are reported for Westchester Capital Management?

Westchester reports 54,400 shares of sole voting power and 1,028,600 shares of shared voting power for its aggregate reported position.

When were the Schedule 13G signatures dated?

Signatures are dated 08/14/2025 for Westchester, Virtus and The Merger Fund representatives.

On what share count are the percentage holdings based?

Percentages are calculated using 18,488,125 shares outstanding as of May 13, 2025, per the issuer's quarterly report filed May 14, 2025.