October 15, 2024

Adam Gishen
Chief Executive Officer
FACT II Acquisition Corp.
14 Wall Street, 20th Floor
New York, NY 10005

       Re: FACT II Acquisition Corp.
           Amendment No. 1 to Registration Statement on Form S-1
           Filed September 30, 2024
           File No. 333-281593
Dear Adam Gishen:

     We have reviewed your amended registration statement and have the
following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

        After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our September
12, 2024
letter.

Amendment No. 1 to Registration Statement on Form S-1
Cover page

1.     We note that Sponsor HoldCo has committed to purchase 202,500 private
placement
       units and 405,000 restricted Class A shares at a price of $10 per
private placement
       security. Please clarify that Sponsor HoldCo and the non-managing HoldCo
investors
       will not pay a separate price for the restricted Class A shares or
advise. If applicable,
       disclose that the non-managing HoldCo investors also have a conflict of
interest
       determining whether a business combination target is appropriate based
on their
       restricted Class A share holdings.
2.     We note your response to prior comment 1 and your disclosure that the
non-managing
       HoldCo investors have not indicated an interest in purchasing units in
the public
 October 15, 2024
Page 2

       offering. Please delete the language throughout the prospectus relating
to expressions
       of interest.
3.     We reissue prior comment 4. On the cover page, please quantify the
amount of the
       compensation received or to be received by the sponsor and its
affiliates, as described
       on pages 3 - 4, and provide the other disclosures required by Item
1602(a)(3) of
       Regulation S-K. Also provide a cross-reference to the locations of
related
       compensation disclosures in the prospectus.
Summary, page 1

4.     We note your response to prior comment 7. On page 36, please clarify
that your
       sponsor   s investment in your founder shares and your private placement
units will be
       worthless if you do not consummate your initial business combination.
5.     We note your response to prior comment 8. Please include your revised
disclosure on
       page 101 in the summary section.
Risk Factors, page 42

6.     In response to prior comment 16, we note your disclosure on page 109
that "in order
       to facilitate our initial business combination, our sponsor may
surrender or forfeit,
       transfer or exchange our founder shares, private placement units (other
than private
       placement units indirectly owned by the non-managing Holdco investors)
or any of
       our other securities, including for no consideration, as well as subject
any such
       securities to earn-outs or other restrictions, or otherwise amend the
terms of any such
       securities or enter into any other arrangements with respect to any such
securities."
       Please add risk factor disclosure regarding any risk that the sponsor
may divest its
       interest in the company and be replaced by a different sponsor prior to
identifying a
       business combination, including through the unconditional ability to
transfer the
       founder shares or otherwise.
We may not be able to complete an initial business combination since . . .,
page 48

7.     We note your response to prior comment 11. Please include your response
to our
       comment in this section of the filing.
Management, page 136

8.     We note your response to prior comment 19. Under Conflicts of Interest,
please also
       disclose the $2,000,000 in working capital loans.
Certain Relationships and Related Party Transactions, page 155

9.     We note your disclosure that Sponsor HoldCo has agreed to reserve 20,000
founder
       shares to sell and transfer to a senior advisor of the company. Please
disclose the name
       of the senior advisor. See Item 404(a)(1) and Item 404(d)(1) of
Regulation S-K.
Report of Independent Registered Public Accounting Firm, page F-2

10.    We note the signature of WithumSmith+Brown, PC has been omitted from
your audit
       report. Please amend to provide an audit report that includes the
signature of your
       current auditors. Refer to AS 3101.10.
 October 15, 2024
Page 3

        Please contact Babette Cooper at 202-551-3396 or Kristina Marrone at
202-551-3429
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kibum Park at 202-551-6836 or Brigitte Lippmann at
202-551-3713
with any other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Real Estate
& Construction
cc:   Brandon J. Bortner, Esq.