SCHEDULE: Context Capital Management Discloses 1.6% Passive Stake in FACT II Acquisition Corp.

Context Capital Management, along with its affiliates and control persons, has disclosed a 1.6% beneficial ownership stake in FACT II Acquisition Corp.'s Class A Ordinary Shares as of June 30, 2025.

Summary

• Context Capital Management, LLC, Michael S. Rosen, William D. Fertig, Charles E. Carnegie, and Context Partners Master Fund, L.P. collectively reported beneficial ownership of 300,000 Class A Ordinary Shares of FACT II Acquisition Corp.
• This ownership represents 1.6% of the Class A Ordinary Shares outstanding, based on 18,488,125 shares as of May 13, 2025, as reported in the Issuer's Form 10-Q for the quarter ended March 31, 2025.
• All reporting persons share both voting and dispositive power over the 300,000 shares.
• Context Capital Management, LLC acts as the general partner and investment adviser to Context Partners Master Fund, L.P.
• Michael S. Rosen, William D. Fertig, and Charles E. Carnegie are identified as control persons of Context Capital Management, LLC.
• The shares were acquired and are held in the ordinary course of business and not for the purpose or effect of changing or influencing the control of FACT II Acquisition Corp.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of beneficial ownership and does not contain information that would inherently indicate positive or negative sentiment regarding the company's performance or prospects. It is neutral.

Positives

• Disclosure of a passive investment by a reputable investment management firm, indicating a vote of confidence in the company's current trajectory without intent to influence control.

Risks

• The filing itself does not detail specific risks related to FACT II Acquisition Corp.'s operations or financial health, as it is a beneficial ownership disclosure.

Future Outlook

The document is a beneficial ownership disclosure and does not contain any forward-looking statements or guidance regarding the issuer's future outlook.

Management Comments

• The reporting persons certify that the securities were acquired and are held in the ordinary course of business and not for the purpose or with the effect of changing or influencing the control of the issuer, nor in connection with any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.

Industry Context

This filing is a standard disclosure for a passive investment in a Special Purpose Acquisition Company (SPAC), FACT II Acquisition Corp. It indicates that an investment firm and its principals have taken a significant, but non-controlling, stake in the company's Class A Ordinary Shares.

Comparison to Industry Standards

• A 1.6% stake is a notable, but not controlling, position for an institutional investor in a publicly traded company, particularly a SPAC. Such passive stakes are common for investment funds seeking exposure to a company's potential without engaging in activist strategies.
• The disclosure aligns with typical Schedule 13G filings for passive investors, confirming compliance with SEC reporting requirements for beneficial ownership below the 5% threshold for active intent.

Related Party Transactions

• Context Capital Management, LLC is the general partner and investment adviser of Context Partners Master Fund, L.P. Michael S. Rosen, William D. Fertig, and Charles E. Carnegie are control persons of Context Capital Management, LLC. These relationships define the joint filing but not related-party transactions with the issuer.

Stakeholder Impact

• Shareholders of FACT II Acquisition Corp. are informed of a new significant, albeit passive, institutional investor holding 1.6% of the Class A Ordinary Shares.

Next Steps

• No specific future actions, events, or milestones for FACT II Acquisition Corp. are mentioned in this beneficial ownership filing.

Key Dates

Keywords

FACT II Acquisition Corp., Class A Ordinary Shares, Schedule 13G, beneficial ownership, Context Capital Management, Michael S. Rosen, William D. Fertig, Charles E. Carnegie, Context Partners Master Fund, passive investment, SPAC