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FACT II SPAC prices USD 175m IPO following FACT I’s acquisition of SunPower assets

FACT II Acquisition Corp [NASDAQ: FACTU], the second SPAC led by former Credit Suisse executives, launched yesterday (26 November) a USD 175m initial public offering at a price of USD 10 a unit, according to two sources close to the situation.

The New York-based special purpose acquisition company is effectively asking for a blank cheque as it shops for potential targets. The managers of the SPAC remain sector-agnostic and are looking at assets globally, but believe there may be more value to capture in European companies, said the sources.

FACT II is led by CEO Adam Gishen, who previously served as the Global Head of Investor Relations, Corporate Communications, and Marketing and Branding at Credit Suisse, and by Robert Rackind who was the Global Head of Real Estate at the Swiss lender until 2023.

Cohen & Co Capital Markets and Paul Hastings are respectively underwriter and SPAC counsel. FACT II has an 18-month term to execute a merger, with a six-month extension option if a definitive agreement is reached during the initial period.

FACT II comes off the heels of Freedom Acquisition I Corp (FACT I), which priced an upsized USD 300m IPO back in February 2021, led by Gishen and by Tidjane Thiam, who was the CEO of Credit Suisse Group between 2015 and 2020.

FACT I merged with Complete Solaria [NASDAQ:CSLR] in July 2023 and raised USD 80m throughout its de-SPAC, comprising of USD 40m bridge financing from convertible notes, a USD 10m debt facility and a USD 30m equity financing. The equity financing came from a USD 16.3m PIPE facility and USD 13.4m cash, according to the sources.

In September 2024, Complete Solaria completed the purchase of Blue Raven, New Homes and some of the dealer network business from SunPower Corporation for USD 45m in cash, funded by an USD 80m issuance of convertible notes with a 7% coupon, said the sources.

The stalking horse offer by Complete Solaria for SunPower’s assets was covered in a legal analysis by Debtwire from August this year, when the California-based residential solar panel installer filed for Chapter 11.