FACT II Acquisition Corp.(FACT) - 2025 Q2 - Quarterly Report

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $1,631,524, consisting of interest income of $1,819,161 from the Trust Account and $11,921 from the bank account, offset by general and administrative expenses of $199,558[105]. - For the six months ended June 30, 2025, the company achieved a net income of $3,079,421, with interest income from the Trust Account amounting to $3,604,845 and general and administrative expenses totaling $563,903[106]. IPO and Fundraising - The company completed its IPO of 17,500,000 units at $10.00 per unit, generating gross proceeds of $175,000,000, along with a concurrent private placement generating an additional $6,631,250[109]. - The company incurred total transaction costs of $11,028,226 related to the IPO, including a cash underwriting fee of $3,500,000 and a deferred underwriting fee of $7,000,000[110]. - The underwriters were entitled to a cash underwriting discount of $3,500,000 and a deferred fee of $7,000,000, contingent on the completion of an initial business combination[121]. Cash and Liquidity - As of June 30, 2025, the company had cash held in the Trust Account of $180,202,115, intended for use in completing the initial business combination[113]. - Cash used in operating activities for the six months ended June 30, 2025, was $359,456, influenced by interest earned and changes in operating assets and liabilities[111]. - The company has no long-term debt or off-balance sheet arrangements as of June 30, 2025, indicating a clean balance sheet[118]. - The company does not anticipate needing to raise additional funds for operating expenditures prior to the initial business combination, although it may require additional financing for the business combination itself[116]. Going Concern - The company has a mandatory liquidation date of May 27, 2026, should a business combination not occur by that date, raising concerns about its ability to continue as a going concern[117].