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Correspondence 0001213900-24-101856 from FACT II Acquisition Corp. (FACT, FACTU, FACTW) (CIK 0002028935) (FACT)

FACT II Acquisition Corp. (FACT, FACTU, FACTW) (CIK 0002028935)
Date: Nov. 25, 2024 · CIK: 0002028935 · Accession: 0001213900-24-101856

AI Filing Summary & Sentiment

File numbers found in text: 333-281593

Date
August 16, 2024
Author
& COMPANY CAPITAL MARKETS
Form
CORRESP
Company
FACT II Acquisition Corp. (FACT, FACTU, FACTW) (CIK 0002028935)

Letter

Re: FACT II Acquisition Corp.

November 25, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

F Street, N.E.

Washington, D.C. 20549

Attention: Pearlyne Paulemon and Brigitte Lippmann

Registration Statement on Form S-1

Filed August 16, 2024, as amended

File No. 333-281593

To Whom it May Concern:

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of FACT II Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern Time on November 25, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

* * *

[Signature Page Follows]

Very
truly yours,
COHEN
& COMPANY CAPITAL MARKETS,

Show Raw Text
CORRESP
1
filename1.htm

November
25, 2024

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Pearlyne Paulemon and Brigitte Lippmann

    Re:
    FACT II Acquisition Corp.

    Registration Statement on Form S-1

    Filed August 16, 2024, as amended

    File No. 333-281593

To
Whom it May Concern:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby join in the request of FACT
II Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become
effective at 4:00 p.m. Eastern Time on November 25, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 of the General Rules and Regulations under the Act, the undersigned wish to advise you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advise that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities
Exchange Act of 1934, as amended.

*
* *

[Signature
Page Follows]

    Very
    truly yours,

    COHEN
                                            & COMPANY CAPITAL MARKETS,

    a
    division of J.V.B. Financial Group, LLC

    By:
    /s/
    Jerry Serowik

    Name:

    Jerry Serowik

    Title:

    Senior
    Managing Director and Head of Capital Markets

    SEAPORT
    GLOBAL SECURITIES, LLC

    By:
    /s/
    Jack Mascone

    Name:
    Jack Mascone

    Title:

    Head of Capital Markets

[Signature
Page to UW Acceleration Request]