SCHEDULE 13G/A 0001393825 XXXXXXXX LIVE 1 Class A Ordinary Shares, $0.0001 par value 12/31/2025 0002028935 FACT II Acquisition Corp. G32901103 14 Wall Street 20th Floor New York NY 10005 Rule 13d-1(b) Hudson Bay Capital Management LP DE 0.00 800000.00 0.00 800000.00 800000.00 N 4.33 IA PN Sander Gerber X1 0.00 800000.00 0.00 800000.00 800000.00 N 4.33 HC IN FACT II Acquisition Corp. 14 Wall Street, 20th Floor, New York, New York 10005 This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons." The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902. The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen. N IA HC The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 18,488,125 A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of FACT II Acquisition Corp. (the "Company") outstanding as of November 10, 2025, as reported in the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 filed with the Securities and Exchange Commission on November 12, 2025. The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities. 4.33% The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference. The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference. N Y N See Item 4(a). Y Y Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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 ?? 240.14a-11. Hudson Bay Capital Management LP /s/ Sander Gerber 02/11/2026 Sander Gerber /s/ Sander Gerber 02/11/2026