SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FACT II Acquisition LLC

(Last)

(First)

(Middle)

C/O FACT II ACQUISITION CORP.

14 WALL STREET, 20TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/25/2024

3. Issuer Name and Ticker or Trading Symbol
FACT II Acquisition Corp. [ FACT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B ordinary shares	⁽¹⁾	⁽¹⁾	Class A ordinary shares	6,468,333	⁽¹⁾	D⁽²⁾

1. Name and Address of Reporting Person^*

FACT II Acquisition LLC

(Last)

(First)

(Middle)

C/O FACT II ACQUISITION CORP.

14 WALL STREET, 20TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

FACT II Acquisition Parent LLC

(Last)

(First)

(Middle)

C/O FACT II ACQUISITION CORP.

14 WALL STREET, 20TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Gishen Adam

(Last)

(First)

(Middle)

C/O FACT II ACQUISITION CORP.

14 WALL STREET, 20TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

1. Name and Address of Reporting Person^*

Lee Min

(Last)

(First)

(Middle)

C/O FACT II ACQUISITION CORP.

14 WALL STREET, 20TH FLOOR

(Street)

NEW YORK

10005

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

Explanation of Responses:

1. As described in the issuer's registration statement on Form S-1 (File No. 333-281593) under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date.

2. Reflects securities held directly by FACT II Acquisition LLC (the "Sponsor Holdco"). FACT II Acquisition Parent LLC is the managing member of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing member of Sponsor HoldCo. By virtue of having a greater than 51% interest in the voting power in Sponsor HoldCo, our sponsor may be deemed to beneficially own the founder shares held by Sponsor HoldCo. The members of our sponsor are Adam Gishen, Min Lee, Richard Nespola, Jr. and Joseph Wagman, who by virtue of their control of our sponsor may be deemed to share beneficial ownership of the founder shares held by Sponsor HoldCo. Each of Messrs. Gishen, Lee, Nespola and Wagman disclaims beneficial ownership of the founder shares held by Sponsor HoldCo.

	/s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition LLC	11/25/2024
	/s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition Parent LLC	11/25/2024
	/s/ Adam Gishen, as the Attorney-in-Fact for Min Lee	11/25/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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SEC Form 3 filed by new insider Fact Ii Acquisition Llc