FACT II Acquisition Corp-A 2024年度报告

FORM10-K (Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number001-42421 FACT II Acquisition Corp.(Exact name of Registrant as specified in its Charter) 14 Wall Street,20th FloorNew York,New York10005(Address of principal executive offices and zip code) Registrant’s telephone number, including area code:(212)618-1798 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the Registrant is a well - known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15 (d) of the Act. YES☐NO☒ Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theRegistrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.: If an emerging growth company, indicate by the check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404 (b) of the Sarbanes - Oxley Act (15 U.S.C. 7262 (b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b - 2 of the Exchange Act). YES☒NO☐ At June 28, 2024, the last business day of the Registrant's most recently completed second fiscal quarter, the Registrant's securitieswere not listed on any exchange. Accordingly, there was no market value for the Registrant's securities as of such date.The aggregatemarket value of the Registrant’s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliatesof the Registrant, computed by reference to the closing price of the Registrant's Class A ordinary shares on December 31, 2024, asreported on The Nasdaq Global Market, was $175,458,938. As of March 25, 2025 there were18,488,125shares of the Registrant's Class A ordinary shares, $0.0001 par value, and5,833,333ofthe Registrant's Class B ordinary shares, $0.0001 par value, issued and outstanding. Documents Incorporated by Reference:None. TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiPART I1Item 1.Business.3Item 1A.Risk Factors.19Item 1B.Unresolved Staff Comments.69Item 1C.Cybersecurity.69Item 2.Properties.69Item 3.Legal Proceedings.69Item 4.Mine Safety Disclosures.69PART II70Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.70ITEM 6.[RESERVED].71Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.71Item 7A.Quantitative and Qualitative Disclosures about Market Risk.74Item 8.Financial Statements and Supplementary Data.74Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.74Item 9A.Controls and Procedures.74Item 9B.Other Information.74Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.74PART III75Item 10.Directors, Executive Officers and Corporate Governance.75Item 11.Executive Compensation.87Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Ma