SCHEDULE: Tenor Capital Group Discloses 5.4% Passive Stake in FACT II Acquisition Corp.

Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have jointly disclosed a 5.4% beneficial ownership stake in FACT II Acquisition Corp.'s Class A ordinary shares.

Summary

• Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah have filed a Schedule 13G, reporting beneficial ownership of 1,000,000 Class A ordinary shares of FACT II Acquisition Corp.
• This aggregate ownership represents 5.4% of the Class A ordinary shares outstanding.
• The percentage is calculated based on 18,488,125 shares issued and outstanding as of May 13, 2025, as stated in FACT II Acquisition Corp.'s latest 10-Q filed on May 14, 2025.
• The reporting persons share both voting and dispositive power over all 1,000,000 shares.
• Tenor Capital Management Company, L.P. serves as the investment manager to Tenor Opportunity Master Fund, Ltd., which directly holds the shares.
• Robin Shah is the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital Management Company, L.P.

Sentiment

Score: 5

Explanation: Neutral, as this is a routine regulatory disclosure of a passive ownership stake, not an operational update or financial performance report.

Positives

• The disclosure of a significant 5.4% stake by institutional investors, Tenor Capital Management Company, L.P. and Tenor Opportunity Master Fund, Ltd., along with Robin Shah, indicates institutional interest in FACT II Acquisition Corp.'s Class A ordinary shares.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance.

Management Comments

• The reporting persons certify that the securities were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer, nor in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Rule 14a-11.
• Each of the reporting persons disclaims beneficial ownership of the shares reported herein except to the extent of their pecuniary interest therein.

Industry Context

This Schedule 13G filing is a routine regulatory disclosure for institutional investors acquiring a passive stake exceeding 5% in a publicly traded company. FACT II Acquisition Corp. is structured as a Special Purpose Acquisition Company (SPAC), indicated by its name and 'Class A ordinary shares' structure, which typically involves raising capital to acquire a private company. The investment by Tenor Capital Management, an investment manager, is consistent with the typical institutional capital participation in SPACs.

Comparison to Industry Standards

• This filing is a standard regulatory disclosure for a passive stake exceeding 5% in a publicly traded company.
• The document does not provide specific comparable companies, projects, or results for a detailed industry benchmark comparison.

Stakeholder Impact

• Shareholders: The disclosure of a significant 5.4% stake by institutional investors, Tenor Capital Management Company, L.P. and Tenor Opportunity Master Fund, Ltd., along with Robin Shah, indicates institutional interest in FACT II Acquisition Corp.'s Class A ordinary shares.

Key Dates

Keywords

FACT II Acquisition Corp, Tenor Capital Management Company, Tenor Opportunity Master Fund, Robin Shah, Schedule 13G, beneficial ownership, Class A ordinary shares, institutional investment, passive stake, SPAC