IPO - FACT II Acquisition Corp.

Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Ipo

Type: New

Accession Number: 000121390024101855

Filing Summary: FACT II Acquisition Corp. has submitted a request for the acceleration of the effective date of their Registration Statement on Form S-1 (File No. 333-281593) to 4:00 p.m. Eastern Time, on November 25, 2024. This request is made pursuant to Rule 461 under the Securities Act of 1933. The Company is a Cayman Islands exempted company and has designated Paul Hastings LLP as its outside counsel for assisting with this matter. The Company seeks prompt notification once the registration statement is declared effective and has provided contact details for follow-up regarding any questions.

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Form Type: CORRESP

Filing Date: 2024-11-25

Corporate Action: Ipo

Type: New

Accession Number: 000121390024101856

Filing Summary: FACT II Acquisition Corp. has filed a request for the effective date acceleration of its Registration Statement on Form S-1, originally filed on August 16, 2024, as amended. The company has asked that the Registration Statement become effective at 4:00 p.m. Eastern Time on November 25, 2024, or as soon thereafter as practicable. The undersigned parties, Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, and Seaport Global Securities, LLC, have indicated their compliance with the necessary regulations and acknowledge that they will ensure adequate distribution of the preliminary prospectus to underwriters and dealers participating in the distribution.

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Form Type: CORRESP

Filing Date: 2024-10-18

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024089008

Filing Summary: FACT II Acquisition Corp. submitted a letter responding to comments from the SEC regarding its Registration Statement on Form S-1 filed on September 30, 2024. The letter addresses multiple comments from the SEC regarding the company's disclosures about sponsor commitments, conflicts of interest, compensation disclosures, and clarifications regarding the business combination and its implications for investors. The company acknowledged and made revisions based on SEC feedback, including clarifying the sponsor's investment risks, detailing the relationships and related party transactions, and improving risk factor disclosures. The submission also noted an update on auditor report signature issues that were addressed. This corresponds with the concurrent filing of Amendment No. 2 to the Registration Statement which incorporates these revisions and additional updates. Key updates ensure transparency and compliance with SEC regulations.

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Form Type: CORRESP

Filing Date: 2024-09-27

Corporate Action: Ipo

Type: Update

Accession Number: 000121390024082856

Filing Summary: On September 27, 2024, FACT II Acquisition Corp. submitted a letter to the SEC addressing comments from the Commission regarding their Registration Statement on Form S-1 filed on August 16, 2024. The letter details the responses to the SEC’s inquiries about the company’s offering, including investor interest, compensation disclosures, conflict of interest concerns, and the impact on Nasdaq listing eligibility. The company has made amendments throughout the registration statement to clarify investor restrictions, potential dilution, risk factors, and compensation to sponsors. Additionally, the document outlines how potential changes in circumstances will be reported in the future, and provides assurances regarding compliance with SEC regulations.

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