Material Event (Form 8-K)

Item 8.01. Other Events

On October 14, 2026, FACT II Acquisition Corp., a Cayman Islands exempted company (the "Company"), filed a definitive proxy statement (as may be supplemented from time to time, the "Extension Proxy Statement") for an extraordinary general meeting of its shareholders (the "Meeting"), currently scheduled to be held on November 17, 2026, at 10:00 a.m., Eastern Time, to approve, among other things, an amendment to the Company's amended and restated memorandum and articles of association to extend the date by which the Company must consummate an initial business combination from November 27, 2026 to November 25, 2027 (the "Extension Amendment Proposal"). Defined terms used but not defined herein have the meanings set forth in the Extension Proxy Statement.

In connection with the Meeting, the deadline for holders of the Company's Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"), issued in the Company's initial public offering (the "Public Shares") to submit their shares for redemption is 5:00 p.m. Eastern Time on November 13, 2026. On November 6, 2026, the most recent practicable date prior to the date of this Current Report on Form 8-K (this "Current Report"), the redemption price per share was approximately $10.81, based on the aggregate amount on deposit in the Company's trust account of approximately $189,186,398.23 as of November 6, 2026 divided by the total number of then outstanding Public Shares.

In connection with the Meeting, the Company and FACT II Acquisition LLC ("Sponsor HoldCo") intend to enter into one or more non-redemption agreements substantially in the form filed herewith as Exhibit 10.1 (collectively, the "Non-Redemption Agreements") with one or more unaffiliated investors and/or shareholders of the Company, pursuant to which such investors and/or shareholders would agree not to redeem (or to validly rescind any redemption requests on) their Class A ordinary shares (the "Non-Redeemed Shares") in connection with the Meeting. In consideration for the foregoing commitment not to redeem the Non-Redeemed Shares, Sponsor HoldCo anticipates agreeing to transfer to such investors and/or shareholders Class B ordinary shares, par value $0.0001 per share, of the Company (the "Class B ordinary shares") held by Sponsor HoldCo, or Class A ordinary shares upon conversion of the Class B ordinary shares, at the ratio set forth in the applicable Non-Redemption Agreement, promptly following the closing of the Company's initial business combination (but no later than two (2) business days thereafter) if such investors and/or shareholders do not exercise their redemption rights with respect to their Non-Redeemed Shares in connection with the Meeting, and the Extension Amendment Proposal is approved and effected.

The Non-Redemption Agreements are expected to increase the amount of funds that remain in the Company's trust account following the Meeting, relative to the amount remaining in the trust account in the absence of the Non-Redemption Agreements.

NO ASSURANCES ARE MADE THAT A NON-REDEMPTION INCENTIVE OF ANY KIND WILL BE OFFERED AND THE ACTUAL TERMS OF ANY NON-REDEMPTION INCENTIVE MAY DIFFER MATERIALLY FROM THE TERMS DESCRIBED HEREIN.

The foregoing description of the form of Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement filed hereto as Exhibit 10.1, which is incorporated herein by reference.