SCHEDULE: Hudson Bay Capital Reports 4.33% Stake in FACT II
Beneficial Ownership Report
Hudson Bay Capital Management LP and Sander Gerber have reported a 4.33% passive stake in FACT II Acquisition Corp. as of December 31, 2025.
Summary
- Hudson Bay Capital Management LP and Sander Gerber are the reporting persons for this Schedule 13G Amendment No. 1.
- They beneficially own an aggregate of 800,000 Class A Ordinary Shares of FACT II Acquisition Corp.
- This ownership represents 4.33% of the total outstanding Class A Ordinary Shares.
- The percentage is calculated based on 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as reported in the Company's Form 10-Q.
- The securities are held in the name of HB Strategies LLC, for which Hudson Bay Capital Management LP serves as investment manager.
- Mr. Sander Gerber, as managing member of Hudson Bay Capital GP LLC (the general partner of the Investment Manager), disclaims beneficial ownership of these securities.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral disclosure, as Schedule 13G filings are standard regulatory requirements for passive investors and do not inherently convey positive or negative sentiment about the issuer's operational performance.
Industry Context
StockSavvy.ai notes that Schedule 13G filings are routine disclosures by passive investors holding less than 5% (or certain institutional investors holding more than 5% but with passive intent) of a company's shares, indicating a significant but non-controlling stake. This filing shows Hudson Bay Capital's continued interest in FACT II Acquisition Corp., a Special Purpose Acquisition Company (SPAC).
Stakeholder Impact
- Shareholders are informed of a significant passive investor's stake in the company.
Key Dates
| Date | Description |
|---|---|
| 11/10/2025 | Date as of which 18,488,125 Class A Ordinary Shares were reported outstanding in the Company's Form 10-Q. |
| 11/12/2025 | Date the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2025, was filed with the SEC. |
| 12/31/2025 | Date of event which requires the filing of this statement. |
| 02/11/2026 | Date of filing of this Schedule 13G Amendment No. 1. |
Recommendation
holdThis Schedule 13G filing merely discloses a passive ownership stake by Hudson Bay Capital Management LP and Sander Gerber in FACT II Acquisition Corp. It does not contain operational or financial performance data, strategic updates, or forward-looking guidance from the issuer that would warrant a change in investment recommendation. The filing indicates a significant but non-controlling interest, which is a neutral event for the stock's fundamental valuation.
Keywords
FACT II Acquisition Corp, Hudson Bay Capital Management LP, Sander Gerber, Schedule 13G, Class A Ordinary Shares, Beneficial Ownership, Passive Investment
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