FACT II Acquisition Corp. filed a current report on November 9, 2026, disclosing plans to enter into non-redemption agreements with unaffiliated investors ahead of an extraordinary general meeting scheduled for November 17, 2026, to vote on extending the company's business combination deadline.

Key Highlights

  • Redemption deadline: Holders of Class A ordinary shares issued in the IPO must submit shares for redemption by 5:00 p.m. Eastern Time on November 13, 2026.
  • Redemption price: As of November 6, 2026, the redemption price per share was approximately $10.81.
  • Trust account balance: The aggregate amount on deposit in the trust account was approximately $189,186,398.23 as of November 6, 2026.
  • Extension proposal: Shareholders will vote on extending the business combination deadline from November 27, 2026 to November 25, 2027.
  • Sponsor consideration: FACT II Acquisition LLC ("Sponsor HoldCo") anticipates transferring Class B ordinary shares, or Class A ordinary shares upon conversion, to non-redeeming investors promptly following the closing of an initial business combination.
  • No assurances given: The filing states: "NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN."

FACT II Acquisition's Extension Vote and Non-Redemption Plan Ahead of November 17 Meeting

FACT II Acquisition Corp. (NASDAQ:FACT), a Cayman Islands exempted blank-check company headquartered at 14 Wall Street, 20th Floor, New York, New York, filed this current report as soliciting material under Rule 14a-12 of the Exchange Act. The company originally filed a definitive proxy statement on October 14, 2026, seeking shareholder approval to amend its memorandum and articles of association. If approved, the amendment would push the deadline for completing an initial business combination by approximately one year, from November 27, 2026 to November 25, 2027.

According to the filing, the company and Sponsor HoldCo intend to enter into one or more non-redemption agreements with unaffiliated investors and/or existing shareholders. Under those agreements, participating holders would agree not to redeem, or to rescind any existing redemption requests on, their Class A ordinary shares in connection with the November 17 meeting. In exchange, Sponsor HoldCo anticipates transferring Class B ordinary shares, par value $0.0001 per share, or Class A ordinary shares upon conversion of those Class B shares, to participating holders at the ratio set forth in each applicable agreement. Any such transfer would occur promptly after the closing of an initial business combination, but no later than two business days thereafter, provided the extension proposal is approved and the shares are not redeemed.

The filing states that the non-redemption agreements are expected to increase the amount of funds remaining in the trust account following the meeting compared to what would remain without those agreements. The company noted that the form of non-redemption agreement was filed as Exhibit 10.1 and is incorporated by reference. The filing also contains forward-looking statements, which the company characterized as subject to "known and unknown risks, uncertainties, assumptions and other factors" and directed readers to risk factors in its Annual Report on Form 10-K filed March 13, 2026, and quarterly reports filed May 11, 2026 and August 12, 2026.

What Was Disclosed

FACT II Acquisition Corp. reported a trust account balance of approximately $189,186,398.23 and a per-share redemption price of approximately $10.81 as of November 6, 2026, while disclosing plans for non-redemption agreements and a shareholder vote on a one-year extension of its business combination deadline.