Welcome to our dedicated page for FACT II Acquisition SEC filings (Ticker: FACT), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on FACT II Acquisition's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time SEC filing updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into FACT II Acquisition's regulatory disclosures and financial reporting.
Highbridge Capital Management, LLC, a Delaware limited liability company and investment adviser to certain funds and accounts, reports beneficial ownership of Class A Ordinary Shares of FACT II Acquisition Corp..
Highbridge, through the Highbridge Funds, reports beneficial ownership of 1,608,394 Class A Ordinary Shares, representing 8.7% of the class, based on 18,488,125 shares outstanding as of May 8, 2026. Highbridge has sole voting and sole dispositive power over these shares. The Highbridge Funds, including Highbridge Tactical Credit Master Fund, L.P., have the right to receive dividends and sale proceeds, with Highbridge Tactical Credit Master Fund, L.P. holding an interest relating to more than 5% of the outstanding Class A Ordinary Shares.
FACT II Acquisition Corp., a Cayman Islands exempted company, and Precision Aerospace & Defense Group, Inc. have requested that the SEC consent to the withdrawal of their Registration Statement on Form S-4 covering a proposed business combination between the two companies. They state that they no longer plan to pursue the proposed business combination and related transactions at this time and therefore will not proceed with issuing the securities described in that registration.
The Registration Statement, initially filed on January 2, 2026, had not been declared effective, no securities were sold or issued under it, and no proxy statement/prospectus was distributed. The companies assert that withdrawal is consistent with the public interest under Rule 477(a) of the Securities Act and request that fees previously paid be credited under Rule 457(p) for use against future registration statements.
FACT II Acquisition Corp., a Cayman Islands-based blank check company, reported results for the quarter ended June 30, 2026. Total assets were $187.1 million, almost entirely cash held in a Trust Account of $186.9 million invested in interest-bearing deposits. Operating cash (outside the trust) was limited, with cash and cash equivalents of $170,477 and working capital of $104,855.
For the three months ended June 30, 2026, net income was $859,927, driven mainly by $1.56 million of interest on trust funds, offset by $700,265 of general and administrative expenses. For the six months, net income totaled $1.89 million, compared with $3.08 million in the prior-year period, as expenses increased and interest income declined.
The company’s 17.5 million Class A public shares are classified as temporary equity and are redeemable at approximately $10.68 per share. Management disclosed that its limited liquidity, the termination on July 16, 2026 of the planned business combination with Precision Aerospace & Defense Group, and the need to complete an alternative deal by November 27, 2026 raise substantial doubt about its ability to continue as a going concern.
FACT II Acquisition Corp received an amended Schedule 13G indicating that The Goldman Sachs Group, Inc. and its subsidiary Goldman Sachs & Co. LLC together report beneficial ownership of 756,137 Class A ordinary shares. These shares represent 4.1% of the outstanding Class A ordinary shares. Both entities report no sole voting or dispositive power over the shares, but shared voting and shared dispositive power over 756,137 shares. The filing characterizes The Goldman Sachs Group, Inc. as a parent holding company and Goldman Sachs & Co. LLC as a broker or dealer and registered investment adviser, and includes customary disclaimers that certain Goldman Sachs operating units may disaggregate or disclaim beneficial ownership for client accounts and certain investment entities.
W. R. Berkley Corporation reported beneficial ownership of 1,153,140 Class A ordinary shares of FACT II Acquisition Corp., representing 6.2% of the class. The securities are Class A ordinary shares with a par value of $0.0001 per share.
W. R. Berkley and its subsidiary Berkley Insurance Company each report shared voting and dispositive power over the same 1,153,140 shares and no sole voting or dispositive power. Berkley Insurance Company is identified as the subsidiary through which the securities were acquired, as referenced in Exhibit 99.1. The filing is signed by Richard M. Baio in his capacities as Executive Vice President, Chief Financial Officer, and Treasurer.
FACT II Acquisition Corp. reported that on July 16, 2026 it terminated its Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (PAD), originally signed November 26, 2025 and amended May 17, 2026. Related sponsor and PAD stockholder support agreements also ended under their terms.
CEO Adam Gishen stated that FACT II had received multiple financing proposals that would have exceeded the agreement’s $75 million minimum cash condition, but unforeseen circumstances affecting a key subsidiary acquisition materially changed the transaction, leading the parties to discontinue the deal. FACT II, a SPAC that raised $175 million in its November 2024 IPO, plans to continue evaluating alternative business combination opportunities while its units, Class A shares and warrants (exercisable at $11.50 per share) remain listed on Nasdaq.
FACT II Acquisition Corp. and Precision Aerospace & Defense Group announced a non-binding Letter of Intent for PAD to acquire a telecommunications, surveillance and structural steel fabrication business (“Target”). PAD projects the Target could contribute $12.0 million of revenue and $3.8 million of EBITDA for the year ended December 31, 2026 if the acquisition is consummated. The transaction is part of PAD’s buy‑and‑build strategy alongside its proposed business combination with FACT; completion is subject to customary conditions. A June 10, 2026 business update call was postponed and will be rescheduled.
FACT II Acquisition Corp. filed a communication disclosing that Precision Aerospace & Defense Group, Inc. (PAD) entered into a non-binding Letter of Intent to acquire a provider of telecommunications, surveillance and structural steel fabrication defense applications. PAD states the Target is expected to contribute $12.0 million of projected revenue and $3.8 million of projected EBITDA for the year ended December 31, 2026, if the acquisition is consummated. The release ties the transaction to PAD’s previously disclosed proposed business combination with FACT and notes PAD’s buy‑and‑build strategy; the LOI is non-binding and the acquisition remains subject to customary conditions. PAD will host a business update call on June 10, 2026 at 4:15 p.m. ET.
FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. filed an amended registration statement on Form S-4 to advance their proposed business combination.
The amendment includes updated financial and material information related to the transaction announced on December 1, 2025; closing remains subject to FACT shareholder approval, regulatory and listing approvals, and customary closing conditions.
FACT II Acquisition Corp. files an amended Form S-4 registering 40,759,791 shares of common stock and 8,750,000 warrants in connection with a proposed business combination with Precision Aerospace & Defense Group, Inc.
The filing describes a domestication to Delaware, a merger by which PAD becomes a subsidiary and FACT is renamed Precision Aerospace & Defense Group, Inc., and detailed merger consideration, closing conditions and shareholder votes required at an extraordinary general meeting. The Trust Account balance is $185,334,240 and the agreement requires a $75,000,000 minimum cash condition (subject to waiver).