FACT II Acquisition Corp. filed its Form 10-Q for the quarterly period ended September 30, 2026, with the SEC on November 12, 2026, reporting net income of $1,158,901 for the third quarter and $188,506,902 held in its Trust Account.

Key Highlights

  • Trust Account balance: Cash held in Trust Account totaled $188,506,902 as of September 30, 2026, up from $183,785,456 at December 31, 2025.
  • Q3 2026 net income: The company reported net income of $1,158,901 for the three months ended September 30, 2026, compared to $1,266,719 for the same period in 2025.
  • Nine-month net income: Net income for the nine months ended September 30, 2026 was $3,052,961, versus $4,346,140 for the nine months ended September 30, 2025.
  • Redemption value: Class A ordinary shares subject to possible redemption were 17,500,000 shares at approximately $10.77 per share as of September 30, 2026.
  • Shareholders' deficit: Total shareholders' deficit was $(10,192,566) at September 30, 2026, compared to $(8,524,081) at December 31, 2025.
  • Shares outstanding: As of November 10, 2026, there were 18,488,125 Class A ordinary shares and 5,833,333 Class B ordinary shares issued and outstanding.
  • Deferred underwriting fee: A deferred underwriting fee payable of $7,000,000 remained on the balance sheet at both September 30, 2026 and December 31, 2025.

FACT II Acquisition Corp. Q3 2026 Financial Results and Balance Sheet Position

According to the filing, FACT II Acquisition Corp. (NASDAQ:FACT) reported total assets of $188,618,621 as of September 30, 2026, with the substantial majority consisting of cash held in Trust Account at $188,506,902. Cash and cash equivalents outside the Trust Account stood at $72,892, down from $544,791 at December 31, 2025. The company is incorporated in the Cayman Islands and maintains its principal executive offices at 14 Wall Street, 20th Floor, New York, New York 10005.

The filing disclosed that general and administrative expenses for the three months ended September 30, 2026 were $454,456, compared to $602,250 for the same quarter in 2025. For the nine-month period, general and administrative expenses were $1,672,337 versus $1,166,153 in the prior-year period. Interest earned on cash held in Trust Account was the primary source of other income, amounting to $1,613,357 for Q3 2026 and $4,721,446 for the nine months ended September 30, 2026, according to the filing. Basic and diluted net income per ordinary share was $0.05 for both Class A and Class B shares for the three months ended September 30, 2026.

Total liabilities were $10,304,285 as of September 30, 2026, including accrued expenses of $266,148, deferred legal fees of $3,038,137, and the $7,000,000 deferred underwriting fee payable. The accumulated deficit grew to $(10,193,248) from $(8,524,763) at December 31, 2025, the filing stated. The company identified itself as a shell company, a smaller reporting company, and an emerging growth company on the filing's cover page.

What Was Disclosed

FACT II Acquisition Corp. disclosed its unaudited condensed consolidated financial statements for the quarter ended September 30, 2026, covering its Trust Account balance, operating losses offset by trust interest income, share counts, and balance sheet liabilities including a $7,000,000 deferred underwriting fee.