References in this Annual Report to:
| ● | “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect upon the completion of our initial public offering; |
| ● | “CCM” are to Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, a representative of the underwriters in our initial public offering; |
| ● | “non-managing HoldCo investors” means certain investors (none of which are affiliated with any member of our management, our sponsor or any other investor, except for Robert Rackind, our Executive Chairman) that (A) purchased $88 million of the units sold in our initial public offering at the offering price and (B) purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership interests, (i) an aggregate of 260,000 private placement units at a price of $10.00 per unit and (ii) 162,500 private placement units and 325,000 restricted Class A shares, which shares would vest only upon the consummation of the initial business combination, at a combined price of $10.00 per private placement security ($4,225,000 in the aggregate), reflecting the issuance of restricted Class A shares at no additional price; subject to each non-managing HoldCo investor purchasing, indirectly through Sponsor HoldCo, the private placement units or private placement securities, as applicable, allocated to, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing HoldCo investors at the closing of our initial public offering reflecting interests in an aggregate of 6,468,333 founder shares (which were subsequently reduced by 875,000 founder shares that were forfeited effective as of January 10, 2025 upon the expiry of the underwriters’ over-allotment option) and 325,000 restricted Class A shares, as applicable, held by Sponsor HoldCo; |
| ● | “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time; |
| ● | “directors” are to our directors; |
| ● | “founder shares” are to our Class B ordinary shares initially purchased by Sponsor Holdco, a portion of which were transferred to our three independent directors and our Executive Chairman prior to the effectiveness of the Registration Statement, and our Class A ordinary shares that will be issued upon conversion thereof as provided in the Registration Statement; |
| ● | “initial shareholders” are to Sponsor Holdco and the three independent directors and our Executive Chairman who will hold our founder shares prior to the completion of our initial public offering; |
| ● | “letter agreement” refer to the letter agreement, included hereto as Exhibit 10.7; |
| ● | “management” or our “management team” are to our directors and officers; |
| ● | “Nasdaq” are to The Nasdaq Global Market, unless the context requires otherwise; |
| ● | “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares; |
| ● | “permitted withdrawals” means amounts withdrawn from the trust account to pay our franchise and income tax obligations, provided that permitted withdrawals can only be made from interest earned and not from the principal held in the trust account; |
| ● | “private placement securities” are to the private placement units and the restricted class A shares, collectively; |
| ● | “private placement shares” are to the Class A ordinary shares sold as part of the private placement units; |
| ● | “private placement units” are to the units issued to Sponsor HoldCo, CCM and Seaport in private placements simultaneously with the closing of our initial public offering, which private placement units are identical to the units sold in our initial public offering, subject to certain limited exceptions described in the prospectus filed November 26, 2024; |
| ● | “private placement warrants” are to the warrants sold as part of the private placement units; |
| ● | “public shareholders” are to the holders of our public shares, including Sponsor HoldCo, our sponsor, any non-managing HoldCo investors, directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares; |
| ● | “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
| ● | “public warrants” are to our warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
| ● | “Registration Statement” are to the Company’s registration statement on Form S-1 (File No. 333-281593) relating to the Company’s initial public offering, which was declared effective by the Securities and Exchange Commission; |
| ● | “restricted Class A shares” are to 325,000 class A ordinary shares, par value $0.0001 per share, which would vest only upon the consummation of our initial business combination; |
| ● | “Seaport” are to Seaport Global Securities LLC, a representative of the underwriters in our initial public offering; |
| ● | “SEC” are to the United States Securities and Exchange Commission; |
| ● | “Senior Advisor” are to Rachelle du Rocher, a senior advisor of our company; |
| ● | “sponsor” and “FACT Sponsor” are to FACT II Acquisition Parent LLC, a Cayman Islands limited liability company; |
| ● | “Sponsor HoldCo” are to FACT II Acquisition LLC, a Cayman Islands limited liability company, formed by our sponsor on June 19, 2024, which directly holds (i) all of the founder shares (other than the founder shares held by our three independent directors and our Executive Chairman) and (ii) upon consummation of the private placement that closed simultaneously with the closing of our initial public offering, 422,500 private placement units and 325,000 restricted Class A shares; |
| ● | “warrants” are, collectively, to the public warrants and the private placement warrants; |
| ● | “warrant agreement” are, together, to our warrant agreement governing the warrants; |
| ● | “we,” “us,” “our,” “Company” or our “company” are to FACT II Acquisition Corp., a Cayman Islands exempted company. |
| ● | “$,” “US$” and “U.S. dollar” each refer to the United States dollar; and |
| ● | “£” and “British pound” each refer to British pound sterling. |
