FACT II Acquisition Corp. 10-Q Summary
Business Context and Reporting Period
FACT II Acquisition Corp. is a Cayman Islands exempted company incorporated on June 19, 2024, operating as a blank check company (SPAC) seeking an initial business combination. The filing covers the quarterly period ended September 30, 2025. The Company consummated its Initial Public Offering (IPO) on November 27, 2024, and has not yet commenced operations other than searching for a target business. It is classified as an emerging growth company and a shell company.
Key Financial Metrics
| Metric | Value (Sep 30, 2025) | Value (Dec 31, 2024) |
|---|---|---|
| Cash (Operating) | $1,007,626 | $1,447,921 |
| Cash in Trust Account | $182,062,506 | $176,597,270 |
| Total Assets | $183,190,923 | $178,218,232 |
| Total Liabilities | $8,600,946 | $7,974,395 |
| Net Income (3 Months) | $1,266,719 | N/A |
| Net Income (9 Months) | $4,346,140 | N/A |
| Deferred Underwriting Fee | $7,000,000 | $7,000,000 |
| Working Capital | $1,038,596 | N/A |
Note: The Company reported a net loss of $104,287 for the period from inception (June 19, 2024) through September 30, 2024.
Material Changes vs. Prior Period
- Profitability: The Company transitioned from a net loss in the prior year period to significant net income in the current nine-month period ($4.35 million), driven primarily by interest income earned on the Trust Account ($5.47 million).
- Trust Account Growth: Cash held in the Trust Account increased by approximately $5.46 million due to interest earnings, raising the per-share redemption value from approximately $10.09 to $10.40.
- Liabilities: The over-allotment option liability of $26,558 recorded at year-end 2024 was eliminated in Q1 2025 when the option expired unexercised. Deferred legal fees increased by $674,583 to $1.52 million.
- Share Capital: 875,000 Class B founder shares were forfeited in January 2025 following the expiration of the underwriters' over-allotment option.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The Company has until 18 months from the IPO closing (May 27, 2026) to complete a business combination, extendable to 24 months if a definitive agreement is signed within the first 18 months.
- Liquidity and Going Concern: While the Company has sufficient funds for working capital needs for at least one year, the mandatory liquidation date raises substantial doubt about its ability to continue as a going concern if a business combination is not completed.
- Redemption Rights: Public shareholders may redeem their shares for a pro rata portion of the Trust Account (approx. $10.40 per share as of Sept 30, 2025) upon the completion of a business combination or liquidation.
- Risks: Management highlights risks related to geopolitical instability (Russia-Ukraine, Israel-Hamas conflicts), global market volatility, and the possibility of failing to identify a suitable target business.
- Warrants: Public warrants are exercisable at $11.50 per share. The Company may redeem warrants if the share price exceeds $18.00 for 20 trading days within a 30-day period.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance and per-share redemption value ($10.40) to assess potential liquidation proceeds.
- Extension Period: Confirm the exact deadline for completing a business combination (May 27, 2026, or potentially 24 months from IPO).
- Deferred Fees: Note the $7,000,000 deferred underwriting fee payable only upon successful completion of a business combination.
- Founder Share Forfeiture: Confirm the reduction in Class B shares to 5,833,333 following the over-allotment expiration.
- Going Concern Status: Review the "Liquidity and Capital Resources" section for updates on the Company's ability to fund operations until the liquidation date.