# FACT II Acquisition Corp. (FACTW) — merger/spac_merger [terminated] Source: SEC API (secapi.ai) · situation sit_d0aaa59535b13e16a060 · retrieved 2026-08-11T15:52:11.241Z ## Overview FACT II Acquisition Corp. is a special purpose acquisition company formed in 2024 to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. FACT II Acquisition Corp. terminated its Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (PAD) on July 16, 2026. The transaction, originally signed November 26, 2025 and amended May 17, 2026, had a minimum cash condition of $75 million. The termination was triggered by unforeseen circumstances affecting a key subsidiary acquisition that materially altered the transaction. Related support agreements with Sponsor HoldCo and PAD stockholders also terminated as a result. ## Terms - Counterparty: Precision Aerospace & Defense Group, Inc. · Deal value: $75.0M · Consideration: cash ## Key dates - Announced 2026-06-05 · Terminated 2026-07-16 ## Timeline - 2026-02-09 · 425 (0001213900-26-013722): 425 - FACT II Acquisition Corp. — *Precision Aerospace & Defense Group, Inc. is a leading engineering and manufacturing solutions provider specializing in high-precision components, testing solutions, and sustainment services for the aerospace, defense, and space industries, with capabilities spanning advanced engineering design, precision CNC machining and assembly, and non-destructive testing.* Precision Aerospace & Defense Group, Inc. (PAD), a high-growth aerospace & defense engineering and manufacturing firm, is pursuing a proposed business combination with FACT II Acquisition Corp. (Nasdaq: FACT), a special purpose acquisition company that raised $175 million in gross proceeds in its November 2024 initial public offering. FACT and PAD have filed a registration statement on Form S-4 with the SEC in connection with the proposed business combination, which will include a proxy statement for FACT shareholder approval. The parties have not disclosed a specific deal value, consideration type, or expected closing date in this filing. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-013722.txt - 2026-02-25 · 425 (0001213900-26-019998): 425 - FACT II Acquisition Corp. — *Precision Aerospace & Defense Group, Inc. is a leading engineering and manufacturing solutions provider specializing in high-precision components, testing solutions, and sustainment services for the aerospace, defense, and space industries, with capabilities spanning advanced engineering design, precision CNC machining and assembly, and non-destructive testing.* Precision Aerospace & Defense Group, Inc. (PAD), a high-growth aerospace & defense engineering and manufacturing firm, rescheduled its Investor Day from February 25, 2026 to March 12, 2026 due to winter storm impacts in the New York City area. The event is being held in connection with PAD's previously announced proposed business combination with FACT II Acquisition Corp. (Nasdaq: FACT). FACT raised $175 million in gross proceeds in its initial public offering in November 2024. The parties have filed a registration statement on Form S-4 with the SEC in connection with the proposed business combination, which will include a proxy statement for FACT shareholder approval. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-019998.txt - 2026-03-03 · 425 (0001213900-26-023081): 425 - FACT II Acquisition Corp. — *FACT II Acquisition Corp. is a special purpose acquisition company formed in 2024 to effect a merger or similar business combination with a target business; it raised $175 million in gross proceeds in its November 2024 initial public offering.* FACT II Acquisition Corp., a $175 million special purpose acquisition company formed in 2024, announced on December 1, 2025 that it entered into a definitive business combination agreement with Precision Aerospace & Defense Group, Inc. (PAD), a leading aerospace and defense engineering and manufacturing company. PAD provides high-precision components, testing solutions, and sustainment services for the aerospace, defense, and space industries, with capabilities spanning advanced engineering design, precision CNC machining, and non-destructive testing. The combined company will operate multiple AS9100-certified and ITAR-registered facilities across the United States. A registration statement on Form S-4 has been filed with the SEC, and shareholder approval is required to consummate the business combination. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-023081.txt - 2026-03-04 · 425 (0001213900-26-023313): 425 - FACT II Acquisition Corp. — *FACT II Acquisition Corp. is a special purpose acquisition company (SPAC) formed to identify and complete a business combination with an operating company.* FACT II Acquisition Corp. (a special purpose acquisition company) and Precision Aerospace & Defense Group, Inc. (PAD) have announced a proposed business combination. The transaction is subject to shareholder approval and customary closing conditions. PAD is described as pursuing emerging aerospace and defense technologies. The parties have filed a registration statement on Form S-4 with the SEC, which includes a proxy statement for FACT shareholder approval and a prospectus for the offer and sale of FACT securities in connection with the business combination. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-023313.txt - 2026-06-05 · 425 (0001213900-26-065794): 425 - FACT II Acquisition Corp. — *Precision Aerospace & Defense Group, Inc. is an integrated engineering and manufacturing solutions provider specializing in high-precision components, advanced testing solutions, and sustainment services for the aerospace, defense, and space sectors.* Precision Aerospace & Defense Group, Inc. (PAD) announced entry into a non-binding Letter of Intent to acquire a leading provider of telecommunications equipment, surveillance systems, and structural steel fabrication for defense applications. The acquisition is part of PAD's disciplined buy-and-build strategy and represents the first of two planned 2026 strategic acquisitions. If consummated, the Target is expected to contribute an estimated $12.0 million in projected revenue and $3.8 million in EBITDA for the calendar year ended December 31, 2026. This acquisition is being pursued alongside PAD's previously disclosed proposed business combination with FACT II Acquisition Corp. (NASDAQ: FACT), a special purpose acquisition company. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-065794.txt - 2026-07-21 · 8-K (0001213900-26-080046): 8-K - FACT II Acquisition Corp. — *FACT II Acquisition Corp. is a special purpose acquisition company formed in 2024 to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses.* FACT II Acquisition Corp. terminated its Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (PAD) on July 16, 2026. The transaction, originally signed November 26, 2025 and amended May 17, 2026, had a minimum cash condition of $75 million. The termination was triggered by unforeseen circumstances affecting a key subsidiary acquisition that materially altered the transaction. Related support agreements with Sponsor HoldCo and PAD stockholders also terminated as a result. https://www.sec.gov/Archives/edgar/data/2028935/0001213900-26-080046.txt ## Citations - 0001213900-26-013722 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026013722 - 0001213900-26-019998 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026019998 - 0001213900-26-023081 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023081 - 0001213900-26-023313 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026023313 - 0001213900-26-065794 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026065794 - 0001213900-26-080046 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026080046