DEF 14A of FACT II Acquisition Corp.
Filed Oct 14, 20260001213900-26-109417
Q: What interests do FACT’s directors and officers have in the approval of the Extension Amendment Proposal?
Q: What interests do FACT’s directors and officers have in the approval of the Extension Amendment Proposal? A: FACT’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a shareholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Ordinary Shares. See the section entitled “Proposal No 1 — The Extension Amendment Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers” in this proxy statement.
Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers
Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers When you consider the recommendation of the Board, FACT shareholders should be aware that aside from their interests as shareholders, the Sponsor, Sponsor HoldCo, and certain members of the Board and officers of FACT have interests that are different from, or in addition to, those of other shareholders generally. The Board was aware of and considered these interests, among other matters, in recommending to FACT shareholders that they approve the Extension Amendment Proposal. FACT shareholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal: • if the Trust Account is liquidated, including in the event FACT is unable to complete an initial business combination within the required time period, Sponsor HoldCo has agreed to indemnify FACT to ensure that the proceeds in the Trust Account are not reduced below $10.05 per public share, or such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn for Permitted Withdrawals, by the claims of prospective target businesses with which FACT has entered into an acquisition agreement or claims of any third party (other than FACT’s independent public accountants) for services rendered or products sold to FACT, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under FACT’s indemnity of the underwriters of FACT’s initial public offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended; • the fact that the Initial Shareholders have invested in FACT an aggregate of $4,425,000, comprised of the $25,000 purchase price for 5,833,333 Class B Ordinary Shares and the $4,400,000 purchase price for 440,000 private placement units and 325,000 restricted Class A Ordinary Shares acquired in a private placement. Even if the trading price of the Ordinary Shares were as low as $0.76 per share, the aggregate market value of the Class B Ordinary Shares alone (without taking into account the value of the Class A Ordinary Shares acquired in a private placement) would be approximately equal to the initial investment in FACT by the Initial Shareholders. As a result, if a business combination is completed, the Initial Shareholders are likely to be able to make a substantial profit on their investment in FACT at a time when the Public Shares have lost significant value. On the other hand, if the Extension Amendment Proposal is not approved and FACT liquidates without completing a business combination before November 27, 2026, the Initial Shareholders will lose their entire investment in FACT; • the fact that the Initial Shareholders have agreed not to redeem any Ordinary Shares held by them in connection with a shareholder vote to approve a business combination or the Extension Amendment Proposal; • the fact that the Initial Shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if the Extension Amendment Proposal is not approved and FACT fails to complete a business combination by November 27, 2026; and • our directors and executive officers may continue to be directors and officers of any acquired business after the consummation of an initial business combination. As such, in the future, if they continue as directors and officers following such initial business combination, our directors and executive officers will receive any cash fees, share options or share awards that a post-business combination board of directors determines to pay to its directors and officers.