FACT II Acquisition Corp.

DEF 14A 1 ea0307170-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Check the appropriate box:

FACT II Acquisition Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LETTER TO SHAREHOLDERS OF FACT II ACQUISITION CORP.

14 Wall Street, 20 th Floor

New York, New York 10005

Dear FACT II Acquisition Corp. Shareholder:

You are cordially invited to attend the extraordinary general meeting (the “Shareholder Meeting”) of the shareholders of FACT II Acquisition Corp., a Cayman Islands exempted company (“FACT,” the “Company,” “we,” “us” or “our”), which will be held on November 10, 2026 at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, located at 200 Park Avenue, New York, NY 10166, or via live webcast atwww.proxydocs.com/FACT, or at such other time, on such other date and at such other place to which the Shareholder Meeting may be postponed or adjourned:

If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting FACT’s Chief Financial Officer at ir@freedomac2.com by 10:00 a.m., Eastern Time, on November 6, 2026.

If you wish to attend the Shareholder Meeting virtually, you must register atwww.proxydocs.com/FACT. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Shareholder Meeting and to vote and submit questions during the Shareholder Meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.

The attached notice of the Shareholder Meeting and proxy statement describe the business FACT will conduct at the Shareholder Meeting and provide information about FACT that you should consider when you vote your shares. As more fully described in the attached proxy statement, which is dated October 14, 2026 and is first being mailed to shareholders on or about that date, the Shareholder Meeting will be held for the purpose of considering and voting on the following proposals:

1. Proposal No. 1 — Extension Amendment Proposal— A proposal to approve, as a special resolution, the amendment of FACT’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”), in the form set forth in Annex A to the accompanying proxy statement (the “Articles Amendment”) to extend the date (the “Termination Date”) by which FACT has to consummate an initial business combination from November 27, 2026 (the “Current Termination Date”), which represents the 24-month period from the closing of FACT’s initial public offering as permitted by the current Memorandum and Articles of Association, to November 25, 2027 (the “Articles Extension Date”), which represents the maximum 36-month period from the effectiveness of FACT’s registration statement related to its initial public offering permitted by Nasdaq Listing Rule IM-5101-2, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and

2. Proposal No. 2 — Adjournment Proposal — A proposal to approve, by way of ordinary resolution, the adjournment of the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares of a par value of $0.0001 per share (the “Class A Ordinary Shares”) and Class B ordinary shares of a par value of $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Shares, the “Ordinary Shares”) in the capital of FACT represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) if the holders of Class A Ordinary Shares issued as part of the units sold in FACT’s initial public offering (the “Public Shares”) have elected to redeem an amount of shares in connection with the Extension Amendment Proposal that is not permitted under the Memorandum and Articles of Association or such that FACT would not adhere to the continued listing requirements of the Nasdaq Stock Market LLC (“Nasdaq”) following such redemptions (the “Adjournment Proposal”).

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow FACT additional time to complete an initial business combination.

Pursuant to the Memorandum and Articles of Association, FACT has until the Current Termination Date (i.e., November 27, 2026) to complete its initial business combination. If the Extension Amendment Proposal is approved and the Articles Amendment is implemented, the Termination Date would be extended from November 27, 2026 to November 25, 2027. Accordingly, FACT’s board of directors (the “Board”) has determined that it is in the best interests of FACT to seek an extension of the Current Termination Date and have FACT’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate an initial business combination. Without the Articles Amendment, FACT believes that FACT will not be able to complete an initial business combination on or before the Current Termination Date. If that were to occur, FACT would be precluded from completing an initial business combination and would be forced to liquidate.

As contemplated by the Memorandum and Articles of Association, each of the holders of FACT’s Public Shares, other than FACT II Acquisition LLC, a Cayman Islands limited liability company, FACT II Acquisition Parent LLC, a Cayman Islands limited liability company, any other shareholders that held any shares in the capital of FACT immediately prior to the consummation of its initial public offering, and FACT’s directors and officers, may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the initial public offering (including interest earned on the funds held in the Trust Account, less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of amounts withdrawn from the Trust Account to pay franchise or income tax obligations (“Permitted Withdrawals”)), if the Articles Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a business combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Amendment. However, FACT will not proceed with the Articles Amendment if the redemption of Public Shares in connection therewith would cause FACT to have net tangible assets of less than $5,000,001. In the event that the redemption of Public Shares would cause the net tangible assets to be less than $5,000,001 and the Articles Amendment is abandoned, FACT will be required to dissolve and liquidate its Trust Account pursuant to the Memorandum and Articles of Association by returning the then remaining funds in the Trust Account to the public shareholders unless it consummates an initial business combination within the time period provided by the Memorandum and Articles of Association.

On October 9, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.78, based on the aggregate amount on deposit in the Trust Account of approximately $188,656,922.18 as of October 9, 2026, including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), two business days prior to the Shareholder Meeting. The closing price of the Public Shares on the Nasdaq Global Market on October 9, 2026, was $10.74. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the estimated per share redemption price as of October 9, 2026, as set forth above). FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. FACT believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if FACT does not complete a business combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and a business combination is not completed on or before the Termination Date, FACT will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FACT’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to FACT’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to FACT’s warrants, which will expire worthless in the event FACT dissolves and liquidates the Trust Account.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting or if the holders of the Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal that is not permitted under the Memorandum and Articles of Association or such that FACT would not adhere to the continued listing requirements of Nasdaq following such redemptions.

The Board has fixed the close of business on September 29, 2026 as the date for determining FACT’s shareholders entitled to receive notice of and vote at the Shareholder Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

The Board of FACT believes that it is in the best interests of FACT that FACT implement the Articles Amendment. After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of FACT and its shareholders, and has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Shareholder Meeting. Approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at leasttwo-thirds of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting. Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting. Accordingly, if you fail to vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for purposes of determining whether the Extension Amendment Proposal and the Adjournment Proposal are approved by the requisite majorities.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Shareholder Meeting in person, the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the

Shareholder Meeting and will not have any effect on whether the proposals are approved. If you are a shareholder of record and you attend the Shareholder Meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FACT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, FACT urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of FACT II Acquisition Corp.

/s/ Robert Rackind

Robert Rackind

Executive Chairman

Important Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting to be held on November 10, 2026: This notice of meeting and the accompanying proxy statement are available atwww.proxydocs.com/FACT.

14 Wall Street, 20 th Floor

New York, New York 10005

NOTICE OF AN EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OF FACT II ACQUISITION CORP.

TO BE HELD ONNOVEMBER 10, 2026

To the Shareholders of FACT II Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Shareholder Meeting”) of the shareholders of FACT II Acquisition Corp., a Cayman Islands exempted company (“FACT”), will be held on November 10, 2026 at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, located at 200 Park Avenue, New York, NY 10166, or via live webcast atwww.proxydocs.com/FACT, or at such other time, on such other date and at such other place to which the Shareholder Meeting may be adjourned:

If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting FACT’s Chief Financial Officer at ir@freedomac2.com by 10:00 a.m., Eastern Time, on November 6, 2026.

If you wish to attend the Shareholder Meeting virtually, you must register atwww.proxydocs.com/FACT. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Shareholder Meeting and to vote and submit questions during the Shareholder Meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting on (i) an extension amendment proposal to approve, as a special resolution, the amendment of FACT’s amended and restated memorandum and articles of association (the “Memorandum and Articles of Association”) in the form set forth in Annex A to the accompanying proxy statement (the “Articles Amendment”) to extend the date (the “Termination Date”) by which FACT has to consummate an initial business combination from November 27, 2026 (the “Current Termination Date”) which represents the 24-month period from the closing of FACT’s initial public offering as permitted by the Memorandum and Articles of Association, to November 25, 2027 (the “Articles Extension Date”), which represents the maximum 36-month period from the effectiveness of FACT’s registration statement related to its initial public offering permitted by Nasdaq Listing Rule IM-5101-2, unless the closing of a business combination shall have occurred prior thereto (the “Extension Amendment Proposal”), and (ii) an adjournment proposal to approve, by way of ordinary resolution, the adjournment of the Shareholder Meeting to a later date or dates, if necessary, (a) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares of a par value of $0.0001 per share (the “Class A Ordinary Shares”), and Class B ordinary shares of a par value of $0.0001 per share (the “Class B Ordinary Shares” and together with the Class A Ordinary Share, the “Ordinary Shares”) in the capital of FACT represented (either in person or by proxy) to approve the Extension Amendment Proposal or (b) if the holders of Class A Ordinary Shares issued as part of the units sold in FACT’s initial public offering (the “Public Shares”) have elected to redeem an amount of shares in connection with the Extension Amendment Proposal that is not permitted under the Memorandum and Articles of Association or such that FACT would not adhere to the continued listing requirements of Nasdaq following such redemptions (the “Adjournment Proposal”), each as more fully described below in the accompanying proxy statement, which is dated October 14, 2026 and is first being mailed to shareholders on or about that date.

The full text of the proposals to be voted upon at the Shareholder Meeting is as follows:

1. Proposal No. 1 — The Extension Amendment Proposal:

“RESOLVED, as a special resolution, that Articles 49.8 and 49.9 of the Amended and Restated Articles of Association of the Company be deleted in its entirety and replaced as follows:

49.8 In the event that the Company does not consummate a Business Combination within 36 months from the date of effectiveness of the Company’s registration statement related to the IPO, or such later time as the Members may approve in accordance with the Articles, the Company shall:

(b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’ rights as Members (including the right to receive further liquidation distributions, if any); and

(c) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100% of the Public Shares if the Company does not consummate a Business Combination within 36 months from the date of effectiveness of the Company’s registration statement related to the IPO, or such later time as the Members may approve in accordance with the Articles; or

(b) with respect to any other provision relating to Members’ rights or pre-Business Combination activity, each holder of Public Shares who is not Sponsor HoldCo, Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of then outstanding Public Shares. The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

2. Proposal No. 2 — Adjournment Proposal:

RESOLVED, as an ordinary resolution, that the adjournment of the Shareholder Meeting to a later date or dates be approved, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares of a par value of $0.0001 per share (the “Class A Ordinary Shares”), and Class B ordinary shares of a par value of $0.0001 per share, in the capital of FACT represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Shareholder Meeting or to approve the Extension Amendment Proposal or (ii) if the holders of Class A Ordinary Shares issued as part of the units sold in FACT’s initial public offering have elected to redeem an amount of shares in connection with the Extension Amendment Proposal that is not permitted under the Memorandum and Articles of Association or such that FACT would not adhere to the continued listing requirements of Nasdaq following such redemptions.

Each of the Extension Amendment Proposal and the Adjournment Proposal is more fully described in the accompanying proxy statement. Please take the time to read carefully each of the proposals in the accompanying proxy statement before you vote.

The purpose of the Extension Amendment Proposal is to allow FACT additional time to complete an initial business combination. Pursuant to the Memorandum and Articles of Association, FACT has until the Current Termination Date (i.e., November 27, 2026) to complete its initial business combination. If the Extension Amendment Proposal is approved and the Articles Amendment is implemented, the Termination Date would be extended from November 27, 2026 to November 25, 2027. Accordingly, the Board has determined that it is in the best interests of FACT to seek an extension of the Current Termination Date and have FACT’s shareholders approve the Extension Amendment Proposal to allow for a period of additional time to consummate an initial business combination. Without the Articles Amendment, FACT believes that FACT will not be able to complete an initial business combination on or before the Current Termination Date. If that were to occur, FACT would be precluded from completing an initial business combination and would be forced to liquidate.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests of FACT and its shareholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Memorandum and Articles of Association, each of the holders of Public Shares, other than FACT II Acquisition LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), FACT II Acquisition Parent LLC, a Cayman Islands limited liability company (the “Sponsor”), any other shareholders that held any shares in the capital of FACT immediately prior to its initial public offering, and FACT’s directors and officers, may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of FACT’s initial public offering (the “Initial Public Offering”) (including interest earned on the funds held in the Trust Account, less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of amounts withdrawn from the Trust Account to pay franchise or income tax obligations (“Permitted Withdrawals”)), if the Articles Amendment is implemented (the “Redemption”), regardless of how such public shareholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal is approved by the requisite vote of shareholders, the holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a business combination or liquidation, subject to any limitations set forth in the Memorandum and Articles of Association, as amended by the Articles Amendment. However, FACT will not proceed with the Articles Amendment if the redemption of Public Shares in connection therewith would cause FACT to have net tangible assets of less than $5,000,001. In the event that the redemption of Public Shares would cause the net tangible assets to be less than $5,000,001 and the Articles Amendment is abandoned, FACT will be required to dissolve and liquidate its Trust Account pursuant to the Memorandum and Articles of Association by returning the then remaining funds in such Trust Account to the public shareholders unless it consummates an initial business combination within the time period provided the Memorandum and Articles of Association.

On October 9, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.78, based on the aggregate amount on deposit in the Trust Account of approximately $188,656,922.18 as of October 9, 2026, including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the total number of then outstanding Public Shares. The Redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), two business days prior to the Shareholder Meeting. The closing price of the Public Shares on the Nasdaq Global Market on October 9, 2026, was $10.74. Accordingly, if the market price of the Public Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $0.04 more per share than if the shares were sold in the open market (based on the estimated per share redemption price as of October 9, 2026, as set forth above). FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares. FACT believes that such redemption right enables its public shareholders to determine whether to sustain their investments for an additional period if FACT does not complete a business combination on or before the Termination Date.

If the Extension Amendment Proposal is not approved, and a business combination is not completed on or before the Termination Date, FACT will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of FACT’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to FACT’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to FACT’s warrants, which will expire worthless in the event FACT dissolves and liquidates the Trust Account.

In the event of a liquidation, Sponsor HoldCo, the Sponsor and FACT’s officers and directors will not receive any monies held in the Trust Account as a result of their aggregate ownership of 5,833,333 Class B Ordinary Shares and 765,000 Class A Ordinary Shares, consisting of 440,000 Class A ordinary shares underlying private placement units of FACT and 325,000 restricted Class A shares of FACT (which will become transferable by Sponsor HoldCo only upon consummation of an initial business combination, subject to any applicable contractual limitations and applicable law), which were purchased by the Sponsor and the Sponsor HoldCo in a private placement that was consummated concurrently with the Initial Public Offering. Consequently, a liquidating distribution will be made only with respect to the Public Shares.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR PUBLIC SHARES ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO FACT’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED DATE OF THE SHAREHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting.

Approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the holders of the Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if there are not sufficient votes to approve the Extension Amendment Proposal at the Shareholder Meeting or if the holders of the Public Shares have elected to redeem an amount of shares in connection with the Extension Amendment Proposal that is not permitted under the Memorandum and Articles of Association or such that FACT would not adhere to the continued listing requirements of Nasdaq following such redemptions.

Record holders of Ordinary Shares at the close of business on September 29, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 24,321,458 issued and outstanding Ordinary Shares. FACT’s warrants do not have voting rights.

Sponsor HoldCo, the Sponsor, and certain officers and directors of FACT (collectively, the “Initial Shareholders”) intend to vote all of their Ordinary Shares in favor of the proposals being presented at the Shareholder Meeting. As of the date of the accompanying proxy statement, the Initial Shareholders hold 27.1% of the issued and outstanding Ordinary Shares and FACT’s officers and directors do not hold any Public Shares, but

may do so at any time. As a result, in addition to the Initial Shareholders, (i) approval of the Extension Amendment Proposal will require the affirmative vote of holders of at least 9,615,973 Class A Ordinary Shares if all Ordinary Shares are represented at the Shareholder Meeting and cast votes (or approximately 52.0% of the Class A Ordinary Shares), and the affirmative vote of holders of at least 1,508,821 Class A Ordinary Shares (or approximately 8.2% of the Class A Ordinary Shares) if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes; and (ii) approval of the Adjournment Proposal will require the affirmative vote of at least 5,562,397 Class A Ordinary Shares (or approximately 30.1% of the Class A Ordinary Shares) if all Ordinary Shares are represented at the Shareholder Meeting and cast votes, and no additional holders of Class A Ordinary Shares if only such shares as are required to establish a quorum are represented at the Shareholder Meeting and cast votes.

The accompanying proxy statement contains important information about the Shareholder Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, FACT urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated October 14, 2026, and is first being mailed to shareholders on or about that date.

By Order of the Board of Directors of FACT II Acquisition Corp.

/s/ Robert Rackind

Robert Rackind

Executive Chairman