FACT II Acquisition Corp. 10-Q

Item 1A. Risk Factors Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 13, 2026. The termination of the PAD Business Combination Agreement may adversely affect our ability to complete an initial business combination within the required time period. On July 16, 2026, the PAD Business Combination Agreement was terminated. As a result, we must identify, negotiate and complete an alternative initial business combination by November 27, 2026, unless the period within which we must complete an initial business combination is extended pursuant to our Amended and Restated Memorandum and Articles of Association. We may not have sufficient time or resources to identify a suitable alternative target, negotiate definitive agreements, complete required due diligence, obtain necessary regulatory and shareholder approvals and consummate an alternative initial business combination before the applicable deadline. The termination of the PAD Business Combination Agreement may also result in additional legal, accounting, financial advisory and other expenses without any corresponding benefit. In addition, prospective target businesses may perceive the limited time remaining before our liquidation deadline as reducing our negotiating leverage. We may not be able to identify, research, negotiate and agree to terms with, and/or arrange for new sources of financing for a business combination with, a new prospective target business within 24 months from the closing of our initial public offering or during any Extension Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.