What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-13 compared with 2025-05-14 · 120 added, 100 removed, 38 unchanged (85% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to FACT

II Acquisition Corp.

References to our “management” or our “management team” refer to our officers and directors,

references to the “Sponsor” refer to FACT II Acquisition Parent LLC, and references to “Sponsor HoldCo”

refer to FACT II Acquisition LLC.

The following discussion and analysis of the Company’s financial condition and results of operations

should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report.

information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and

Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to

differ materially from those expected and projected.

All statements, other than statements of historical fact included in this Form 10-Q

including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results

of Operations” regarding the completion of a proposed Business Combination, the Company’s financial position, business strategy

and the plans and objectives of management for future operations, are forward-looking statements.

Words such as “expect,”

“believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and

similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking statements relate to future

events or future performance, but reflect management’s current beliefs, based on information currently available.

A number of factors

could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking

statements, including that the conditions of a Business Combination are not satisfied.

For information identifying important factors

that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk

Factors section of the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

The Company’s securities

filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly required by applicable securities

law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new

information, future events or otherwise.

Management’s Discussion and Analysis

of Financial Condition and Results of Operations

References in this report (the “Quarterly

Report”) to “we,” “us” or the “Company” refer to FACT II Acquisition Corp.

References to our

“management” or our “management team” refer to our officers and directors, references to the “Sponsor”

refer to FACT II Acquisition Parent LLC, and references to “Sponsor HoldCo” refer to FACT II Acquisition LLC.

The following

discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial

statements and the notes thereto contained elsewhere in this Quarterly Report.

Certain information contained in the discussion and analysis

set forth below includes forward-looking statements that involve risks and uncertainties.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking

statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical

facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected.

statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s

Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of a proposed Business Combination,

the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking

Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,”

“seek” and variations and similar words and expressions are intended to identify such forward-looking statements.

Such forward-looking

statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently

A number of factors could cause actual events, performance or results to differ materially from the events, performance and

results discussed in the forward-looking statements, including that the conditions of a Business Combination are not satisfied.

For information

identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements,

please refer to the Risk Factors section of the Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC.

The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov.

Except as expressly

required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements

whether as a result of new information, future events or otherwise.

We are a blank check company incorporated on June 19,

4 unchanged sentences

shares and debt.

expect to continue to incur significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete

a business combination will be successful.

of Operations

We expect to continue to incur significant costs

in the pursuit of our acquisition plans.

We cannot assure you that our plans to complete a business combination will be successful.

Results of Operations

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities from June 19, 2024 (inception) through March 31, 2025 were organizational activities,

Our only activities from June 19, 2024 (inception) through June 30, 2025 were organizational activities,

those necessary to prepare for our IPO, described below, and identifying a target company for our initial business combination.

5 unchanged sentences

and auditing compliance), as well as for due diligence expenses.

the three months ended March 31, 2025, we had net income of $1,447,897, which consists of interest income on cash held in the Trust Account

of $1,785,684 and change on overallotment liability of $26,558, offset by operating costs of $364,345.

and Capital Resources

For the three months ended June 30, 2025, we had

net income of $1,631,524, which consists of interest income on cash held in the Trust Account of $1,819,161 and interest earned on bank

account of $11,921, offset by general and administrative expenses of $199,558.

For the six months ended June 30, 2025, we had

net income of $3,079,421, which consists of interest income on cash held in the Trust Account of $3,604,845, change on overallotment liability

of $26,558 and interest earned on bank account of $11,921, offset by general and administrative expenses of $563,903.

For the period from June 19, 2024 (inception)

through June 30, 2024, we had no income or expenses.

Liquidity and Capital Resources

Our liquidity needs have been satisfied prior

11 unchanged sentences

$3,500,000 of cash underwriting fee, $7,000,000 of deferred underwriting fee, and $528,226 of other offering costs.

the three months ended March 31, 2025, cash used in operating activities was $225,895.

Net income of $1,447,897 was affected by interest

earned cash held in the Trust Account of $1,785,684, change in fair value of overallotment liability of $26,558, and net change in operating

assets and liabilities of $138,450.

of March 31, 2025, we had cash held in the Trust Account of $178,382,954.

We intend to use substantially all of the funds held in the

Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise

and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination.

To the extent

that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining

proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make

other acquisitions and pursue our growth strategies.

of March 31, 2025, we had cash of $1,222,026 in our operating bank account.

We intend to use the funds held outside the Trust Account

primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and

from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents

and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, either of

Sponsor HoldCo, the Sponsor, any of their respective affiliates or certain of our directors and officers may, but are not obligated to,

loan us funds as may be required.

If we complete an initial business combination, we may repay such loaned amounts out of the proceeds

of the Trust Account released to us.

In the event that an initial business combination does not close, we may use a portion of the working

capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $2,000,000 of any such working capital loans for each such person may be convertible into a price of $10.00 per Class A ordinary

share or unit, as applicable, at the option of such lender.

Such Class A ordinary shares would be identical to the private placement

shares, and such units would be identical to the private placement units.

do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business.

if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business

combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior

to our initial business combination.

Moreover, we may need to obtain additional financing either to complete our initial business combination

or because we become obligated to redeem a significant number of our public shares upon completion of our initial business combination,

in which case we may issue additional securities or incur debt in connection with such business combination.

Sheet Arrangements

have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered

into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other

entities, or purchased any non-financial assets.

do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

For the six months ended June 30, 2025, cash used

in operating activities was $359,456.

Net income of $3,079,421 was affected by interest earned on cash held in the Trust Account of $3,604,845,

change in fair value of overallotment liability of $26,558, and net change in operating assets and liabilities of $192,526.

For the period from June 19, 2024 (inception)

through June 30, 2024, there were no cash activities.

As of June 30, 2025, we had cash held in the Trust

Account of $180,202,115.

We intend to use substantially all of the funds held in the Trust Account, including any amounts representing

interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting

commissions), to complete our initial business combination.

To the extent that our share capital or debt is used, in whole or in part,

as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working

capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of June 30, 2025, we had cash of $1,088,465

in our operating bank account.

We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses,

perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective

target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses,

and structure, negotiate and complete an initial business combination.

In order to fund working capital deficiencies

or finance transaction costs in connection with an initial business combination, either of Sponsor HoldCo, the Sponsor, any of their respective

affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required.

If we complete an

initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us.

In the event that

an initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such

loaned amounts, but no proceeds from our Trust Account would be used for such repayment.

Up to $2,000,000 of any such working capital

loans for each such person may be convertible into a price of $10.00 per Class A ordinary share or unit, as applicable, at the option

of such lender.

Such Class A ordinary shares would be identical to the private placement shares, and such units would be identical to

the private placement units.

We do not believe we will need to raise additional

funds in order to meet the expenditures required for operating our business.

However, if our estimate of the costs of identifying a target

business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary

to do so, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may

need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant

number of our public shares upon completion of our initial business combination, in which case we may issue additional securities or incur

debt in connection with such business combination.

Nonetheless, the mandatory liquidation date, should

a Business Combination not occur by May 27, 2026, and the potential subsequent dissolution raise substantial doubt about the Company’s

ability to continue as a going concern.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities,

which would be considered off-balance sheet arrangements as of June 30, 2025.

We do not participate in transactions that create relationships

with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established

for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet financing arrangements,

established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

We do not have any long-term debt, capital lease

obligations, operating lease obligations or long-term liabilities.

The underwriters had a 45-day option from the

8 unchanged sentences

an initial business combination, subject to the terms of the underwriting agreement.

Accounting Estimates

preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in

the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.

Making estimates requires management to exercise significant judgement.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in

formulating its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could materially differ from those estimates.

As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect

on the Company’s financial statements.

Quantitative and Qualitative Disclosures About Market Risk

required for smaller reporting companies.

Critical Accounting Estimates

The preparation of condensed financial statements

and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities

at the date of the financial statements, and income and expenses during the periods reported.

Making estimates requires management to

exercise significant judgement.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of

circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change

in the near term due to one or more future confirming events.

Accordingly, the actual results could materially differ from those estimates.

As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

Management does not believe that any recently

issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial

Quantitative and Qualitative Disclosures

About Market Risk

Not required for smaller reporting companies.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis