FACT II Acquisition Corp. FACT

are a blank check company, incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange,

asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout

this annual report as our initial business combination. We have generated no revenues to date and we do not expect that we will generate

operating revenues until we consummate our initial business combination, at the earliest.