FACT II Acquisition Corp. Reports No Revenue and $71,891 Net Loss for Fiscal Year Ending December 31, 2024

FACT II Acquisition Corp., a blank check company incorporated in the Cayman Islands, has reported its financial performance for the fiscal year ending December 31, 2024, in its 10-K filing. The company generated no revenues during this period, consistent with its status as a newly formed entity focused on identifying a target for its initial business combination. The company reported a net loss of $71,891, primarily due to operating costs totaling $1,079,899, which were offset by interest income of $722,270 from cash held in its trust account. As of December 31, 2024, FACT II had cash of $1,447,921 in its operating bank account and $176,597,270 in its trust account.

Compared to the previous fiscal period, FACT II has not experienced any operational changes, as it has not yet completed a business combination. The company’s financial position reflects a working capital deficiency of $1,419,359, raising concerns about its ability to continue as a going concern. The company has indicated that it expects to incur significant costs in pursuing its acquisition plans, and it may need to raise additional funds to meet these costs or to complete its initial business combination.

In terms of strategic developments, FACT II completed its initial public offering (IPO) on November 27, 2024, raising gross proceeds of $175 million from the sale of 17,500,000 units at $10.00 each. Additionally, the company raised $6,631,250 through a private placement of 663,125 units, which are identical to the units sold in the IPO but subject to certain transfer restrictions. The funds raised are intended to be used for the initial business combination, with the company planning to utilize cash from the trust account for this purpose.

Operationally, FACT II has not yet identified a specific target business for its initial combination, which is expected to be completed within 18 months of the IPO. The company has outlined its strategy to pursue opportunities across various industries and geographic regions, leveraging the expertise of its management team. As of the filing date, the company had not reported any customer counts or user statistics, as it has not commenced operations related to a target business.

Looking ahead, FACT II's management has expressed confidence in its ability to identify and complete a business combination, although it acknowledges the risks associated with market conditions and competition from other special purpose acquisition companies (SPACs). The company has indicated that it may seek to extend the time frame for completing its initial business combination if necessary, subject to shareholder approval. However, if it fails to complete a business combination within the specified time frame, it will be required to liquidate and return funds to shareholders, which could result in a loss for investors.