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Midas Edge

FACT II Acquisition Corp.

For the period ended Dec 31, 2024. Filed Mar 27, 2025.

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About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed Mar 27, 2025

FACT$10.80-0.1%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits, Financial Statement Schedules

The following documents are filed as part of this Form 10-K:

  1. Financial Statements:
Report of Independent Registered Public Accounting FirmF-2
Balance SheetF-3
Statement of OperationsF-4
Statement of Changes in Shareholders’ DeficitF-5
Statement of Cash FlowsF-6
Notes to Financial StatementsF-7 to F-18
  1. Financial Statement Schedules:

None.

  1. Exhibits.

We hereby file as part of this Annual Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Exhibit NumberDescription
3.1Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
4.1Specimen Unit Certificate (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed on November 21, 2024).
4.2Specimen Class A Ordinary Share Certificate (incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed on November 21 2024).
4.3Specimen Warrant Certificate (incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on November 21, 2024).
4.4Warrant Agreement, dated November 25, 2024, between the Company and Odyssey Transfer and Trust Company (incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
4.5Description of Securities.
10.1Private Placement Units and Restricted Shares Subscription Agreement, dated November 25, 2024, between the Company and FACT II Acquisition LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.2Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and FACT II Acquisition Parent LLC (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.3Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (incorporated herein by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.4Private Placement Units Subscription Agreement, dated November 25, 2024, between the Company and Seaport Global Securities LLC (incorporated herein by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.5Investment Management Trust Agreement, dated November 25, 2024, between the Company and Odyssey Transfer and Trust Company (incorporated herein by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.6Registration Rights Agreement, dated November 25, 2024, among the Company, the Sponsor, Sponsor HoldCo and the other Holders (as defined therein) signatory thereto (incorporated herein by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.7Letter Agreement, dated November 25, 2024, among the Company, the Sponsor, Sponsor HoldCo, and each of the initial shareholders, directors and officers of the Company (incorporated herein by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
10.8Form of Indemnity Agreement, November 25, 2024, between the Company and each of the officers and directors of the Company (incorporated herein by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed on November 27, 2024).
19.1Insider Trading Policy.
31.1Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1Compensation Recovery Policy.
101.NSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because the XBRL tags are embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DELInline XBRL Taxonomy Extension Definition Linkbase Document
101.DRFInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interaction Data File (formatted as inline XBRL with application taxonomy extension information contained in Exhibit 101)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.