SCHEDULE: Westchester Capital Discloses 5.86% Stake in FACT II

Westchester Capital Management, LLC, along with affiliates Virtus Investment Advisers, LLC and The Merger Fund, disclosed beneficial ownership of 5.86% of FACT II Acquisition Corp.'s Class A ordinary shares.

Summary

• Westchester Capital Management, LLC, Virtus Investment Advisers, LLC, and The Merger Fund jointly filed a Schedule 13G.
• Westchester Capital Management, LLC reported beneficial ownership of 1,083,000 Class A ordinary shares, representing 5.86% of the class.
• Virtus Investment Advisers, LLC reported beneficial ownership of 1,028,600 Class A ordinary shares, representing 5.56% of the class.
• The Merger Fund reported beneficial ownership of 1,009,075 Class A ordinary shares, representing 5.46% of the class.
• The reported percentages are based on 18,488,125 shares outstanding as of May 13, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed on May 14, 2025.
• The shares are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 5

Explanation: The filing is a routine disclosure of beneficial ownership by passive investors, providing factual information without indicating positive or negative sentiment regarding the company's performance or prospects.

Future Outlook

NA

Management Comments

• The securities referred to were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held 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.

Industry Context

This filing indicates a significant passive investment by institutional funds in FACT II Acquisition Corp., a Special Purpose Acquisition Company (SPAC). Such investments are common for institutional investors seeking exposure to potential merger arbitrage opportunities or the eventual de-SPAC transaction. The filing is a standard disclosure for passive investors crossing the 5% ownership threshold.

Stakeholder Impact

• Shareholders: Increased institutional ownership by reputable investment firms may be viewed positively, potentially signaling confidence in the SPAC's future prospects or its merger arbitrage potential.

Key Dates

Keywords

beneficial ownership, Schedule 13G, FACT II Acquisition Corp., Westchester Capital Management, Virtus Investment Advisers, The Merger Fund, Class A ordinary shares, investment management, SPAC