FACT II Acquisition (FACT) risk factors, FY2024 10-K

Other

1. 01Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks
2. 02Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination
3. 03If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote
4. 04Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination
5. 05The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target
6. 06The ability of our public shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares
7. 07Military or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate an initial business combination
8. 08Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination
9. 09Changes in the market for directors and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination
10. 10The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less than $10.05 per share
11. 11Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects
12. 12If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination
13. 13Holders of Class A ordinary shares will not be entitled to vote on any appointment of directors we hold prior to our initial business combination
14. 14Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations
15. 15We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results
16. 16We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise
17. 17We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings
18. 18We are not required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our shareholders from a financial point of view
19. 19When evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess the target business’s management may be limited due to a lack of time, resources or information
20. 20We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us
21. 21We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability
22. 22We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all
23. 23We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree
24. 24We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination
25. 25Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant holders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain
26. 26Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses
27. 27Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination
28. 28After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate

Risks Relating to Our Securities

1. 29We may issue our shares to investors in connection with our initial business combination at a price which is less than the prevailing market price of our shares at that time
2. 30If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed
3. 31You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at a loss
4. 32Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
5. 33Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management
6. 34An investment in us may result in uncertain U.S. federal income tax consequences
7. 35If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.05 per share
8. 36Our directors may decide not to enforce the indemnification obligations of Sponsor HoldCo, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders
9. 37Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares
10. 38The grant of registration rights to our sponsor, initial shareholders, CCM, Seaport and their permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares
11. 39We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants
12. 40Unlike some other similarly structured blank check companies, our initial shareholders beneficially own at least 25% of our issued and outstanding ordinary shares
13. 41We may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your public warrants worthless
14. 42Our management’s ability to require holders of our public warrants to exercise such public warrants on a cashless basis will cause holders to receive fewer Class A ordinary shares upon their exercise of the public warrants than they would have received had they been able to exercise their public warrants for cash
15. 43Our warrants and founder shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination
16. 44Because each unit contains one-half of one redeemable public warrant and only a whole public warrant may be exercised, the units may be worth less than units of other blank check companies
17. 45The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time
18. 46A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination

Risks Relating to Sponsor HoldCo, our Sponsor and Management Team

1. 47Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination
2. 48We are dependent upon our directors and officers and their departure could adversely affect our ability to operate
3. 49Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests
4. 50In particular, affiliates of our sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and companies that would make an attractive target for such other affiliates
5. 51We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with Sponsor HoldCo, our sponsor, directors or officers which may raise potential conflicts of interest
6. 52We may not have sufficient funds to satisfy indemnification claims of our directors and officers
7. 53Our letter agreement with Sponsor HoldCo, our sponsor, directors and officers may be amended without shareholder approval
8. 54Our initial shareholders and their permitted transferees collectively beneficially own at least 25% of our issued and outstanding shares
9. 55The nominal purchase price paid by Sponsor HoldCo and certain of our independent directors for the founder shares and the vesting of the restricted Class A shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination
10. 56The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our ordinary shares at such time is substantially less than $10.00 per share
11. 57Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business
12. 58Our initial business combination will require approval of a majority of our board of directors and a majority of our independent directors
13. 59Risks Associated with Acquiring and Operating a Business in Foreign Countries
14. 60We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination and such reincorporation or transfer by way of continuation may result in taxes imposed on shareholders or warrant holders
15. 61We may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights
16. 62We are subject to changing laws and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance
17. 63Exchange rate fluctuations and currency policies may cause a target business’ ability to succeed in the international markets to be diminished

Risks Relating to Our Status as a Foreign Entity

1. 64Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited
2. 65We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers
3. 66As a result of all of the above, public shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as public shareholders of a United States company
4. 67If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues
5. 68We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner
6. 69We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective
7. 70We have a working capital deficiency and a weak cash position
8. 71Past performance by our management team and their affiliates may not be indicative of future performance of an investment in the company
9. 72You will not be entitled to protections normally afforded to investors of many other blank check companies
10. 73Changes in laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations
11. 74Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss
12. 75We may not hold an annual general meeting until after the consummation of our initial business combination
13. 76The 1% U.S. federal excise tax on stock buybacks could be imposed on redemptions of our stock if we were to become a “covered corporation” in the future
14. 77Since only holders of our founder shares will have the right to vote on the appointment of directors, Nasdaq may consider us to be a “controlled company” within the meaning of the Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements