SecProbe.io

October 15, 2024
Adam Gishen
Chief Executive Officer
FACT II Acquisition Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Re:FACT II Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed September 30, 2024
File No. 333-281593
Dear Adam Gishen:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 12, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover page
1.We note that Sponsor HoldCo has committed to purchase 202,500 private placement
units and 405,000 restricted Class A shares at a price of $10 per private placement
security. Please clarify that Sponsor HoldCo and the non-managing HoldCo investors
will not pay a separate price for the restricted Class A shares or advise. If applicable,
disclose that the non-managing HoldCo investors also have a conflict of interest
determining whether a business combination target is appropriate based on their
restricted Class A share holdings.
We note your response to prior comment 1 and your disclosure that the non-managing
HoldCo investors have not indicated an interest in purchasing units in the public 2.

October 15, 2024
Page 2
offering. Please delete the language throughout the prospectus relating to expressions
of interest.
3.We reissue prior comment 4. On the cover page, please quantify the amount of the
compensation received or to be received by the sponsor and its affiliates, as described
on pages 3 - 4, and provide the other disclosures required by Item 1602(a)(3) of
Regulation S-K. Also provide a cross-reference to the locations of related
compensation disclosures in the prospectus.
Summary, page 1
4.We note your response to prior comment 7. On page 36, please clarify that your
sponsor’s investment in your founder shares and your private placement units will be
worthless if you do not consummate your initial business combination.
5.We note your response to prior comment 8.  Please include your revised disclosure on
page 101 in the summary section.
Risk Factors, page 42
6.In response to prior comment 16, we note your disclosure on page 109 that "in order
to facilitate our initial business combination, our sponsor may surrender or forfeit,
transfer or exchange our founder shares, private placement units (other than private
placement units indirectly owned by the non-managing Holdco investors) or any of
our other securities, including for no consideration, as well as subject any such
securities to earn-outs or other restrictions, or otherwise amend the terms of any such
securities or enter into any other arrangements with respect to any such securities."
Please add risk factor disclosure regarding any risk that the sponsor may divest its
interest in the company and be replaced by a different sponsor prior to identifying a
business combination, including through the unconditional ability to transfer the
founder shares or otherwise.
We may not be able to complete an initial business combination since . . ., page 48
7.We note your response to prior comment 11. Please include your response to our
comment in this section of the filing.
Management, page 136
8.We note your response to prior comment 19. Under Conflicts of Interest, please also
disclose the $2,000,000 in working capital loans.
Certain Relationships and Related Party Transactions, page 155
9.We note your disclosure that Sponsor HoldCo has agreed to reserve 20,000 founder
shares to sell and transfer to a senior advisor of the company. Please disclose the name
of the senior advisor. See Item 404(a)(1) and Item 404(d)(1) of Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2
10.We note the signature of WithumSmith+Brown, PC has been omitted from your audit
report. Please amend to provide an audit report that includes the signature of your
current auditors. Refer to AS 3101.10.

October 15, 2024
Page 3
            Please contact Babette Cooper at 202-551-3396 or Kristina Marrone at 202-551-3429
if you have questions regarding comments on the financial statements and related
matters. Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at 202-551-3713
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Brandon J. Bortner, Esq.