FACTU · FACT II Acquisition Corp. · Off Exchange

Substantial doubt about the company's ability to continue as a going concern.

“In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that our current conditions, including the termination of the PAD Business Combination Agreement and the limited period remaining to identify and complete an alternative initial business combination, raise substantial doubt about our ability to continue as a going concern within one year after the date that our financial statements are issued.”