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  4. [8-K] FACT II Acquisition Corp. Reports Material Event

FACT II Acquisition Corp. (NYSE: FACT) terminates PAD merger deal

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Termination of the proposed business combination with PAD leaves FACT II still evaluating alternative business combination opportunities despite having raised $175 million in its IPO.

Insights

Analyzing...

Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Minimum cash condition $75 million Threshold set in the Business Combination Agreement between FACT II and PAD
IPO gross proceeds $175 million Capital raised in FACT II’s initial public offering in November 2024
Warrant exercise price $11.50 Exercise price per whole warrant for one Class A ordinary share
Par value per Class A share $0.0001 Par value of each Class A ordinary share included in FACT II units
Business Combination Agreement regulatory
"entered into a Business Combination Agreement, dated as of November 26, 2025"
A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.
Sponsor Support Agreement regulatory
"Sponsor HoldCo entered into a voting and support agreement with FACT and PAD"
PAD Support Agreements regulatory
"PAD, FACT and certain stockholders of PAD entered into support agreements"
special purpose acquisition company financial
"FACT II, a special purpose acquisition company formed in 2024"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
minimum cash condition financial
"would have in aggregate exceeded the minimum cash condition of $75 million"
A minimum cash condition is a contract clause that requires a company to hold at least a specified amount of cash or liquid assets before a transaction can close or a financing can proceed. Investors care because it protects against deals being completed when the business lacks enough cash to operate or meet short-term obligations—think of it as a safety buffer like keeping a minimum balance in a bank account so you don’t bounce payments after a big purchase.

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FAQ

What did FACT (FACT) announce about its business combination with PAD?
FACT II Acquisition Corp. announced that it terminated its Business Combination Agreement with Precision Aerospace & Defense Group, Inc. on July 16, 2026. The related Sponsor Support Agreement and PAD Support Agreements also ended in accordance with their terms.

Why was the FACT (FACT) and PAD business combination terminated?
CEO Adam Gishen said the deal ended after unforeseen circumstances affecting a key subsidiary acquisition materially altered the transaction FACT II had agreed to pursue. Despite this, FACT II reportedly secured financing proposals exceeding the $75 million minimum cash condition.

What was the minimum cash condition in the FACT (FACT)–PAD agreement?
The Business Combination Agreement between FACT II and PAD included a minimum cash condition of $75 million. Management indicated they had multiple financing proposals on favorable terms that in aggregate would have exceeded this threshold before the transaction was terminated.

How much capital has FACT (FACT) raised to pursue acquisitions?
FACT II, a special purpose acquisition company, raised $175 million in gross proceeds in its initial public offering in November 2024. These funds are intended to support a future merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination.

What are FACT (FACT) securities and where are they listed?
FACT II’s units, Class A ordinary shares and warrants are listed on the Nasdaq Global Market under symbols FACTU, FACT and FACTW. Each unit includes one Class A share and one-half of a redeemable warrant, with each whole warrant exercisable at $11.50 per share.

What are FACT (FACT) plans after ending the PAD transaction?
After terminating the PAD transaction, FACT II stated it will continue to evaluate alternative business combination opportunities consistent with its governing documents. As a SPAC, it remains focused on identifying one or more businesses suitable for a merger or similar combination.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 16, 2026

 

FACT II ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   001-42421   N/A

(State or other jurisdiction of

incorporation or organization)

   (Commission File Number)  

(IRS Employer

Identification Number)

 

14 Wall Street, 20th Floor

New York, New York

United States of America

   10005
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 618-1798

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

Trading Symbol(s)

  

Name of each exchange on which registered

Units, each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable warrant   FACTU   Nasdaq Global Market
Class A ordinary shares, par value $0.0001 per share, included as part of the units   FACT   Nasdaq Global Market
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50   FACTW   Nasdaq Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 1.02 Termination of a Material Definitive Agreement.

 

Business Combination Agreement

 

As previously disclosed, FACT II Acquisition Corp., a Cayman Islands exempted company (“FACT”), entered into a Business Combination Agreement, dated as of November 26, 2025, as amended by Amendment No. 1 thereto dated as of May 17, 2026 (the “Business Combination Agreement”), by and among FACT, FACT II Acquisition LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), Patriot Merger Subsidiary, Inc., a Florida corporation and a wholly-owned subsidiary of FACT, and Precision Aerospace & Defense Group, Inc., a Florida corporation (“PAD”).

 

On July 16, 2026, the Business Combination Agreement was terminated in accordance with the terms set forth therein (the “Termination”).  

 

Sponsor Support Agreement

 

As previously disclosed, on November 26, 2025, Sponsor HoldCo entered into a voting and support agreement with FACT and PAD (the “Sponsor Support Agreement”) in connection with the Business Combination Agreement.

 

 As a result of the Termination, the Sponsor Support Agreement terminated in accordance with its respective terms.

 

PAD Support Agreements

 

As previously disclosed, on January 6, 2026 and January 19, 2026, PAD, FACT and certain stockholders of PAD entered into support agreements (collectively, the “PAD Support Agreements”) in connection with the Business Combination Agreement.

 

 As a result of the Termination, the PAD Support Agreements terminated in accordance with their respective terms.

 

Item 7.01 Regulation FD Disclosure.

 

On July 21, 2026, FACT issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 hereto.

 

The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated July 21, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

1

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 21, 2026

 

  FACT II ACQUISITION CORP.
   
 

By:

/s/ Adam Gishen

  Name: Adam Gishen
  Title: Chief Executive Officer

 

2

 

Exhibit 99.1

 

FACT II Acquisition Corp. Announces Termination of Proposed Business Combination with Precision Aerospace & Defense Group, Inc.

 

New York, NY, July 21, 2026 (GLOBE NEWSWIRE) -- FACT II Acquisition Corp. (“FACT II”), a special purpose acquisition company, announced today that the previously announced Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (“PAD”) has been terminated.

 

Adam Gishen, Chief Executive Officer of FACT II, noted:

 

“Throughout this process, we worked diligently to assemble the capital required to complete the transaction and were pleased to have received multiple financing proposals on favorable market terms that would have in aggregate exceeded the minimum cash condition of $75 million as set forth in the Business Combination Agreement. Unfortunately, the unforeseen circumstances affecting a key subsidiary acquisition materially altered the transaction that FACT II had agreed to pursue, leaving the parties with no alternative but to discontinue the proposed business combination. We thank PAD and its advisers for the considerable time and effort invested throughout the transaction process.”

 

FACT II will continue to evaluate alternative business combination opportunities in accordance with its governing documents.

 

FACT II thanks all of its shareholders, advisers and stakeholders for their continued support.

 

Additional information about the termination of the Business Combination Agreement will be provided in a Current Report on Form 8-K to be filed by FACT II with the Securities and Exchange Commission (the “Commission”) and will be available at www.sec.gov.

 

About FACT II

 

FACT II is a special purpose acquisition company formed in 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Headquartered in New York, New York, FACT II is led by Chief Executive Officer Adam Gishen, who, alongside FACT II’s leadership team, has decades of experience in global finance, investor relations, and capital markets. In November 2024, FACT II raised $175 million in gross proceeds in its initial public offering. FACT II’s strategy is to identify opportunities where a combination of capital, talent and network will improve the customer experience and drive value for all stakeholders, which focuses on leveraging FACT II’s management team to improve profitability and demonstrate growth across mature and emerging markets. FACT II’s units, Class A ordinary shares, and warrants are listed on the Nasdaq Global Market (NASDAQ: FACTU, FACT, FACTW).

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of applicable U.S. securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These statements are based on current expectations on the date of this press release and involve a number of risks and uncertainties that may cause actual results to differ significantly. Forward-looking statements are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, those described in FACT II’s filings with the Commission. FACT II undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Contact

 

FACT II Acquisition Corp.:

 

Email: ir@freedomac2.com

 

 

Source: View Original Filing on SEC EDGAR

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