Sec Form 3/A Filing - FACT II Acquisition LLC @ FACT II Acquisition Corp. - 2024-11-25

FORM 3/A Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person FACT II Acquisition LLC 2. Issuer Name and Ticker or Trading Symbol FACT II Acquisition Corp. [ FACT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FACT II ACQUISITION CORP., 14 WALL STREET, 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/25/2024 (Street) NEW YORK, NY10005 4. If Amendment, Date Original Filed (MM/DD/YY) 11/25/2024 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A ordinary shares 422,500 ( 5 ) D ( 4 ) Class A ordinary shares 17,500 ( 6 ) D ( 6 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B ordinary shares ( 3 ) ( 3 ) ( 3 ) Class A ordinary shares 5,613,333 D ( 1 ) ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FACT II Acquisition LLC C/O FACT II ACQUISITION CORP. 14 WALL STREET, 20TH FLOOR NEW YORK, NY10005 X FACT II Acquisition Parent LLC C/O FACT II ACQUISITION CORP. 14 WALL STREET, 20TH FLOOR NEW YORK, NY10005 X Gishen Adam C/O FACT II ACQUISITION CORP. 14 WALL STREET, 20TH FLOOR NEW YORK, NY10005 X CEO, Director Lee Min C/O FACT II ACQUISITION CORP. 14 WALL STREET, 20TH FLOOR NEW YORK, NY10005 Chief Financial Officer Signatures /s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition LLC 02/14/2024 Signature of Reporting Person Date /s/ Adam Gishen, as Authorized Signatory of FACT II Acquisition Parent LLC 02/14/2024 Signature of Reporting Person Date /s/ Adam Gishen, as the Attorney-in-Fact for Min Lee 02/14/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This amendment is being filed to update the original Form 3 filed on November 25, 2024. This amendment does not otherwise modify the transaction details that were previously reported. ( 2 )(Footnote 1 Continued) On January 10, 2025, FACT II Acquisition LLC ("Sponsor Holdco") surrendered and forfeited 875,000 of the Class B ordinary shares of the issuer for no consideration due to the underwriters' over-allotment option in connection with the issuer's initial public offering not being exercised, following which Sponsor Holdco holds an aggregate of 5,613,333 Class B ordinary shares (which includes 20,000 Class B ordinary shares reserved by Sponsor Holdco to transfer and sell to a senior advisor following the consummation of the issuer's initial business combination), which are convertible into Class A ordinary shares at the time of the issuer's initial business combination, as more fully described under the heading "Description of Securities - Founder Shares" in the issuer's registration statement on Form S-1 (File No. 333-281593) (the "Registration Statement"). ( 3 )As described in the Registration Statement under the heading "Description of Securities - Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the issuer's initial business combination, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and has no expiration date. ( 4 )Reflects securities held directly by Sponsor Holdco. FACT II Acquisition Parent LLC (our "sponsor") is the managing member of Sponsor Holdco. Investment and voting decisions are made by 51% or more of the voting power held by the managing member of Sponsor HoldCo. By virtue of having a greater than 51% interest in the voting power in Sponsor HoldCo, our sponsor may be deemed to beneficially own the Class B ordinary shares of the issuer held by Sponsor HoldCo. The members of our sponsor are Adam Gishen, Min Lee, Richard Nespola, Jr. and Joseph Wagman, who by virtue of their control of our sponsor may be deemed to share beneficial ownership of the Class B ordinary shares of the issuer held by Sponsor HoldCo. Each of Messrs. Gishen, Lee, Nespola and Wagman disclaims beneficial ownership of the Class B ordinary shares of the issuer held by Sponsor HoldCo. ( 5 )Represents Class A ordinary shares of the issuer (the "Private Placement Shares") that are included in the 422,500 private placement units of the issuer (the "Private Placement Units") purchased by Sponsor Holdco from the issuer in a private placement, as more fully described in the Registration Statement. Each Private Placement Unit is comprised of one Private Placement Share and one-half of one warrant (the "Private Placement Warrants"), each whole Private Placement Warrant exercisable to purchase one Private Placement Share. Does not include (i) any Private Placement Shares issuable upon the exercise of Private Placement Warrants included in the Private Placement Units held by Sponsor Holdco, which are not exercisable within 60 days hereof, or (ii) the 325,000 restricted Class A ordinary shares of the issuer held by Sponsor Holdco, which would vest only upon the consummation of the issuer's initial business combination. ( 6 )Reflects securities held directly by our sponsor, representing Class A ordinary shares of the issuer that are included in the 17,500 Private Placement Units purchased by our sponsor from the issuer in a private placement, as more fully described in the Registration Statement. Does not include any Private Placement Shares issuable upon the exercise of Private Placement Warrants included in the Private Placement Units held by Sponsor Holdco, which are not exercisable within 60 days hereof.

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