FACT II Acquisition Corp. 10-K

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information. Our units, Class A ordinary shares and public warrants are listed on The Nasdaq Global Market under the symbols “FACTU”, “FACT”, and “FACTW”, respectively. Holders Although there are a larger number of beneficial owners, at March 25, 2025, there was one holder of record of our units sold in our initial public offering, one holder of record of our public shares, one holder of record of our public warrants, five holders of record of our founder shares, and four holders of record of our private placement units. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time, subject always to applicable Cayman Islands law. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future, except if we increase or decrease the size of our initial public offering, in which case we will effect a capitalization or other appropriate mechanism immediately prior to the consummation of our initial public offering in such amount as to maintain the number of founder shares at 25% of our issued and outstanding ordinary shares upon the consummation of our initial public offering (not including (i) any Class A ordinary shares, subject to vesting and any other restrictions, issued or deemed issued to Sponsor HoldCo (or its members or affiliates) in connection with the consummation of our initial public offering, (ii) the Class A ordinary shares underlying the private placement warrants and (iii) any Class A ordinary shares issued to our sponsor (or its members or affiliates) upon conversion of working capital loans). Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance under Equity Compensation Plans None. Performance Graph Not applicable. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings Unregistered Sales Simultaneously with the consummation of our initial public offering, the Company consummated the private placement of an aggregate of 500,625 private placement units at a price of $10.00 per private placement unit and 162,500 private placement securities at a price of $10.00 per private placement security, generating gross proceeds of $6,631,250, as follows: (A) 17,500 private placement units ($175,000 in the aggregate) with our sponsor, (B) (i) 260,000 private placement units and (ii) 162,500 private placement units and 325,000 restricted Class A shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 private placement units ($1,785,000 in the aggregate) with CCM, and (D) 44,625 private placement units with Seaport ($446,250 in the aggregate) (collectively, the “Private Placement”). The private placement units, which were purchased by our sponsor, Sponsor HoldCo, CCM and Seaport, are identical to the units sold in our initial public offering, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, will be subject to transfer restrictions until 180 days following the consummation of our initial business combination and (ii) will be entitled to registration rights. The private placement securities, which were purchased by Sponsor HoldCo, are identical to the private placement units except that they include restricted Class A shares and will be subject to transfer restrictions until 90 days following the consummation of our initial business combination. 70 Use of Proceeds For a description of the use of the proceeds generated in our initial public offering, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation – Liquidity and Capital Resources.” There has been no material change in the planned use of proceeds from such use as described in our prospectus filed with the SEC on November 26, 2024 pursuant to Rule 424b(4). Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [Reserved]