UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Postponement of Extraordinary General Meeting
On October 14, 2026, FACT II Acquisition Corp. (the “Company”) filed a definitive proxy statement (the “Extension Proxy Statement”) for an extraordinary general meeting (the “Shareholder Meeting”) of its shareholders originally scheduled to be held on November 10, 2026, at 10:00 a.m., Eastern Time, to approve, among other things, an amendment to the Company’s amended and restated memorandum and articles of association to amend the date by which the Company must consummate an initial business combination (the “Extension Amendment Proposal”) to November 25, 2027. Defined terms used but not defined herein have the meanings set forth in the Extension Proxy Statement.
The Company has decided to postpone the Shareholder Meeting to November 17, 2026, at 10:00 a.m., Eastern Time, to allow additional time for the Company to engage with shareholders. As a result of the postponement of the Shareholder Meeting, the Company has extended the deadline for delivery of redemption requests from the Company’s shareholders from 5:00 p.m., Eastern Time, on November 6, 2026, to 5:00 p.m., Eastern Time, on November 13, 2026.
The postponed meeting will be held on November 17, 2026, at 10:00 a.m., Eastern Time, at the offices of Paul Hastings LLP, 200 Park Avenue, New York, NY 10166, or via live webcast at www.proxydocs.com/FACT. If you wish to attend the Shareholder Meeting in person, you must reserve your attendance at least two business days in advance of the Shareholder Meeting by contacting the Company’s Chief Financial Officer at ir@freedomac2.com by 10:00 a.m., Eastern Time, on November 13, 2026 (two business days prior to the newly scheduled meeting date).
If you wish to attend the Shareholder Meeting virtually, you must register at www.proxydocs.com/FACT. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Shareholder Meeting and to vote and submit questions during the Shareholder Meeting. As part of the registration process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the registration process.
On November 4, 2026, the Company issued a press release announcing the postponement of the Shareholder Meeting, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).
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Cautionary Note Regarding Forward-Looking Statements
This Current Report contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. They involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by these statements. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this Current Report, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. When the Company discusses its strategies or plans, it is making projections, forecasts or forward-looking statements. Such statements are based on the beliefs of, as well as assumptions made by and information currently available to, the Company’s management. Actual results and shareholders’ value will be affected by a variety of risks and factors, including, without limitation, international, national and local economic conditions, merger, acquisition and business combination risks, financing risks, geo-political risks, acts of terror or war, and those risk factors described under the “Risk Factors” section of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2026, the Company’s Quarterly Reports on Form 10-Q filed with the SEC on May 11, 2026 and August 12, 2026, subsequent Quarterly Reports on Form 10-Q, in the Extension Proxy Statement filed in connection with the Shareholder Meeting on October 14, 2026 and in other reports the Company files with the SEC. Many of the risks and factors that will determine these results and shareholders’ value are beyond the Company’s ability to control or predict.
All such forward-looking statements speak only as of the date of this Current Report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on the Company’s behalf are qualified in their entirety by this “Cautionary Note Regarding Forward-Looking Statements” section.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed participants under SEC rules in the solicitation of proxies from the Company’s shareholders in connection with the Extension Amendment Proposal and related matters. Information regarding the Company’s directors and executive officers is contained in the Extension Proxy Statement and the Company’s filings with the SEC.
Additional Information and Where to Find It
The Company urges investors, shareholders and other interested persons to read the Extension Proxy Statement as well as other documents filed by the Company with the SEC, because these documents will contain important information about the Company and the Extension Amendment Proposal. Shareholders may obtain copies of the Extension Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s proxy solicitor, Sodali & Co., by calling (800) 662-5200 (toll-free), or banks and brokers can call (203) 658-9400, or by emailing fact.info@investor.sodali.com.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 4, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 4 , 2026 | FACT II ACQUISITION CORP. | |
| By: | /s/ Adam Gishen | |
| Name: | Adam Gishen | |
| Title: | Chief Executive Officer | |
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