Fact II Acquisition Corp

1. 1

   Extension Amendment Proposal

   ManagementBoard: FOR

   Approve an amendment to FACT’s amended and restated memorandum and articles of association to extend the deadline for completing an initial business combination from November 27, 2026 to November 25, 2027, while preserving applicable redemption rights and liquidation provisions.

   More detail

   The proposal asks shareholders to amend FACT’s governing articles to extend the deadline for completing an initial business combination from November 27, 2026 to November 25, 2027. The proposed amendment implements a 36-month outside period measured from the effectiveness of FACT’s IPO registration statement, consistent with the cited Nasdaq Listing Rule IM-5101-2 framework. Management states that FACT will not be able, despite its efforts, to complete a business combination by the current deadline and would otherwise be required to liquidate. If approved, FACT would continue searching for and negotiating a transaction, preparing related filings, seeking shareholder approval, and attempting to close a business combination during the extended period. Public shareholders other than the Initial Shareholders may redeem all or part of their Public Shares for their pro rata share of the Trust Account, subject to the redemption limitation and the requirement that FACT retain at least $5,000,001 in net tangible assets. The replacement Article 49.8 preserves the liquidation mechanism, requiring cessation of operations, redemption of Public Shares, and liquidation if no business combination is completed by the extended deadline. The replacement Article 49.9 preserves redemption protection for public holders if future amendments alter redemption obligations or other pre-business-combination rights. The proposal carries conflicts context because the Sponsor, directors, and officers have economic interests in completing a business combination and would lose their investment if FACT liquidates, while Initial Shareholders have agreed not to redeem their shares. The Board unanimously recommends a vote FOR, concluding that additional time is in FACT’s and shareholders’ best interests, although it expresses no opinion on whether individual public shareholders should redeem.

2. 2

   Adjournment Proposal

   ManagementBoard: FOR

   Approve, by ordinary resolution, adjournment of the extraordinary general meeting to a later date or dates if additional proxy solicitation is needed or if proposed redemptions could violate FACT’s governing documents or Nasdaq continued-listing requirements.

   More detail

   The proposal asks shareholders to authorize adjournment of the extraordinary general meeting if the vote count shows insufficient support or insufficient shares represented to establish a quorum or approve the Extension Amendment Proposal. It also covers a situation in which public-share redemptions could exceed limits under FACT’s governing documents or jeopardize Nasdaq continued-listing requirements. Management seeks this flexibility to solicit additional proxies and votes after the initially scheduled meeting. Adjournment may also give public shareholders time to reverse redemption requests if the proposed redemptions create an impermissible capital or listing condition. The proposal is procedural and is not itself an amendment to FACT’s articles or an extension of the business-combination deadline. It will be presented only if the specified conditions occur; if the Extension Amendment Proposal is approved and redemptions are permissible, the Adjournment Proposal may not be put to a vote. Approval requires an ordinary resolution, meaning a simple majority of the holders entitled to vote who cast votes. Abstentions count toward quorum but do not count as votes cast, while broker non-votes are not expected because the matters are non-routine. The Board unanimously recommends a vote FOR because adjournment could preserve the opportunity to obtain approval of the extension or address redemption-related issues.

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When is the Fact II Acquisition Corp 2026 special meeting?

Fact II Acquisition Corp (FACT) holds its 2026 special shareholder meeting on Tuesday, November 10, 2026.

What is the record date for the Fact II Acquisition Corp 2026 meeting?

The record date for the Fact II Acquisition Corp 2026 meeting is Tuesday, September 29, 2026. Shareholders of record on or before that date are eligible to vote.

What proposals will shareholders vote on at the Fact II Acquisition Corp 2026 meeting?

Shareholders will vote on 2 proposals at the Fact II Acquisition Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.