{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-103580","form_type":"8-K","ticker":"FACT","cik":"0002028935","company_name":"FACT II Acquisition Corp.","filed_at":"2024-11-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:10.598645+00:00","generated_at":"2026-05-29T17:18:03.029831+00:00","sec_items":["1.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"FACT II Acquisition Corp. consummates $175M IPO; $175.9M in trust account","bullets":["IPO of 17,500,000 units at $10.00/unit, gross proceeds $175M (before underwriting discounts and expenses).","Total of $175,875,000 from IPO and private placement placed in trust account with Odyssey Transfer and Trust Company.","Private placement of 500,625 Private Placement Units and 162,500 Private Placement Securities raised $6,631,250.","Company has 18 months (or 24 months if definitive agreement signed within 18 months) to complete initial business combination.","Appointed Nell Cady-Kruse, James Rallo, and Hella Alashkar as new directors; board now has five members."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-103580","json":"https://secwatch.observer/filing/0001213900-24-103580.json","markdown":"https://secwatch.observer/filing/0001213900-24-103580.md","text":"https://secwatch.observer/filing/0001213900-24-103580.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/ea0222733-8k_fact2acq.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-29T17:18:03.029831+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"57cbd272b1","claim":"Hella Alashkar was appointed as Director at FACT II Acquisition Corp..","evidence_excerpt":"On November 25, 2024, in connection with the IPO, Nell Cady-Kruse, James Rallo and Hella Alashkar (the “ New Directors ” and, collectively with Robert Rackind and Adam Gishen, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"6990a06e4a","claim":"Nell Cady-Kruse was appointed as Director at FACT II Acquisition Corp..","evidence_excerpt":"On November 25, 2024, in connection with the IPO, Nell Cady-Kruse, James Rallo and Hella Alashkar (the “ New Directors ” and, collectively with Robert Rackind and Adam Gishen, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"e6aa090282","claim":"James Rallo was appointed as Director at FACT II Acquisition Corp..","evidence_excerpt":"On November 25, 2024, in connection with the IPO, Nell Cady-Kruse, James Rallo and Hella Alashkar (the “ New Directors ” and, collectively with Robert Rackind and Adam Gishen, the “ Directors ”) were appointed to the board of directors of the Company (the “ Board ”).","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"029d4c3abf0c2470b89d1d8bb6ba1012bdd43b22","claim":"FACT II Acquisition Corp.: Amended and Restated Memorandum and Articles of Association became effective (effective 2024-11-27).","evidence_excerpt":"The Company’s Amended and Restated Memorandum and Articles of Association became effective on November 27, 2024.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2024-11-27"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}