---
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"
generated_at: "2026-05-29T17:18:03.029831+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# FACT II Acquisition Corp. consummates $175M IPO; $175.9M in trust account

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-103580
- JSON: https://secwatch.observer/filing/0001213900-24-103580.json
- Plain text: https://secwatch.observer/filing/0001213900-24-103580.txt

## Key facts
- Executive change
  Hella Alashkar was appointed as Director at FACT II Acquisition Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm
- Executive change
  Nell Cady-Kruse was appointed as Director at FACT II Acquisition Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm
- Executive change
  James Rallo was appointed as Director at FACT II Acquisition Corp..
  - Action: appointed
  - Role: Director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm
- Governance Changes
  FACT II Acquisition Corp.: Amended and Restated Memorandum and Articles of Association became effective (effective 2024-11-27).
  - Change: charter amendment
  - Effective: 2024-11-27
  source text: The Company’s Amended and Restated Memorandum and Articles of Association became effective on November 27, 2024.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2028935/000121390024103580/0001213900-24-103580-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.