FACT II Acquisition Corp.
For the period ended Jun 30, 2025. Filed Aug 13, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 13, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-05-14.
0001213900-25-043309
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001213900-25-075669
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 29 previous paragraphs and 33 current paragraphs.
25 unchanged; 4 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
For the three months ended June 30, 2025, we had net income of $1,631,524, which consists of interest income on cash held in the Trust Account of $1,819,161 and interest earned on bank account of $11,921, offset by general and administrative expenses of $199,558.
Current report
For the period from June 19, 2024 (inception) through June 30, 2024, we had no income or expenses.
Current report
For the period from June 19, 2024 (inception) through June 30, 2024, there were no cash activities.
Current report
Nonetheless, the mandatory liquidation date, should a Business Combination not occur by May 27, 2026, and the potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.
Reworded paragraphs (4)
Previous wording
For the three months ended March 31, 2025, we had net income of $1,447,897, which consists of interest income on cash held in the Trust Account of $1,785,684 and change on overallotment liability of $26,558, offset by operating costs of $364,345.
Current wording
For the six months ended June 30, 2025, we had net income of $3,079,421, which consists of interest income on cash held in the Trust Account of $3,604,845, change on overallotment liability of $26,558 and interest earned on bank account of $11,921, offset by general and administrative expenses of $563,903.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities was $225,895. Net income of $1,447,897 was affected by interest earned cash held in the Trust Account of $1,785,684, change in fair value of overallotment liability of $26,558, and net change in operating assets and liabilities of $138,450.
Current wording
For the six months ended June 30, 2025, cash used in operating activities was $359,456. Net income of $3,079,421 was affected by interest earned on cash held in the Trust Account of $3,604,845, change in fair value of overallotment liability of $26,558, and net change in operating assets and liabilities of $192,526.
Previous wording
As of March 31, 2025, we had cash held in the Trust Account of $178,382,954. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.** **
Current wording
As of June 30, 2025, we had cash held in the Trust Account of $180,202,115. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any franchise and income taxes payable and excluding deferred underwriting commissions), to complete our initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.** **
Previous wording
As of March 31, 2025, we had cash of $1,222,026 in our operating bank account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.
Current wording
As of June 30, 2025, we had cash of $1,088,465 in our operating bank account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.