FACT II Acquisition Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 For the transition period fromto Commission file number: 001-42421 FACT II ACQUISITION CORP.(Exact Name of Registrant as Specified in Its Charter) (Registrant’s telephone number, including area code) Not applicable(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: 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 definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☒NO☐ As of May 8, 2026, there were 18,488,125 Class A ordinary shares, $0.0001 par value, and 5,833,333 Class B ordinary shares, $0.0001par value, issued and outstanding. FACT II ACQUISITION CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePart I. Financial InformationItem 1. Financial Statements1Condensed Consolidated Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025(Unaudited)2Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31,2026 and 2025 (Unaudited)3Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025(Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 3. Quantitative and Qualitative Disclosures About Market Risk20Item 4. Controls and Procedures20Part II. Other InformationItem 1. Legal Proceedings21Item 1A. Risk Factors21Item 2. Unregistered Sales of Equity Securities and Use of Proceeds21Item 3. Defaults Upon Senior Securities21Item 4. Mine Safety Disclosures21Item 5. Other Information21Item 6. Exhibits22Part III. Signatures23 PART I - FINANCIAL INFORMATION FACT II ACQUISITION CORP.CONDENSED CONSOLIDATED BALANCE SHEETS FACT II ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(UNAUDITED) For the ThreeMonthsEndedMarch 31,20262025 FACT II ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 FACT II ACQUISITION CORP.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(UNAUDITED) FACT II ACQUISITION CORP.NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMARCH 31, 2026(Unaudited) NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FACT II Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on June19, 2024. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,reorganization or similar business combination with one or more businesses (“Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of completing a Business Combination. TheCompany is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with earlystage and emerging growth companies. As of March 31, 2026, the Company had not commenced any operations. There was no activity for the period from June 19, 2024(inception) through March 31, 2026 besides the Company’s formation, initial public offering (the “IPO”), and searching for a BusinessCombination opportunity, which are described below. The Company will not generate any operating revenues until after thecompletion of a Business Combination, at the earliest. The Company generates n