SCHEDULE 13G: Kepos Capital and Mark Carhart Disclose 5.3% Passive Stake in FACT II Acquisition Corp.

Investment manager Kepos Capital LP and its managing member Mark Carhart have disclosed a passive 5.3% beneficial ownership stake in FACT II Acquisition Corp.'s Class A ordinary shares.

Summary

• Kepos Capital LP and Mark Carhart collectively reported beneficial ownership of 975,700 Class A ordinary shares of FACT II Acquisition Corp.
• This ownership represents 5.3% of the Class A ordinary shares outstanding, calculated based on 18,488,125 shares outstanding as of November 27, 2024.
• The shares are held in the ordinary course of business and were not acquired for the purpose of changing or influencing the control of FACT II Acquisition Corp.
• Kepos Alpha Master Fund L.P., a fund managed by Kepos Capital LP, holds more than 5% of the Class A Ordinary Shares.

Sentiment

Score: 6

Explanation: The disclosure of a passive 5.3% stake by an institutional investor is generally neutral to slightly positive, indicating an investor sees value in the company without signaling activist intent.

Positives

• A significant passive investment by Kepos Capital LP and Mark Carhart, reputable financial entities, may signal confidence in FACT II Acquisition Corp.'s prospects.

Risks

• The filing explicitly states that the shares were not acquired for the purpose of changing or influencing the control of the issuer, mitigating any immediate control-related risks from this specific reporting party.

Future Outlook

This Schedule 13G filing does not contain any forward-looking statements or guidance regarding the issuer's future outlook.

Industry Context

This filing pertains to a Special Purpose Acquisition Company (SPAC), FACT II Acquisition Corp., indicating a passive investment by an institutional asset manager. Such disclosures are routine for investors crossing significant ownership thresholds in publicly traded entities, including SPACs.

Related Party Transactions

• Kepos Capital LP, as the investment manager, and Mark Carhart, as its managing member, beneficially own shares through various funds and accounts (the 'Kepos Funds').
• Kepos Alpha Master Fund L.P., a specific Kepos Fund, has the right to receive or direct the receipt of dividends or proceeds from the sale of more than 5% of the Class A Ordinary Shares, indicating a significant interest within the broader Kepos structure.

Stakeholder Impact

• Shareholders will note the emergence of Kepos Capital LP and Mark Carhart as significant passive investors in the company.

Key Dates

Keywords

FACT II Acquisition Corp., Kepos Capital LP, Mark Carhart, Schedule 13G, Beneficial Ownership, Class A Ordinary Shares, Investment Manager, SPAC