FACT II Acquisition Corp. (FACT) seeks SEC withdrawal of S-4 for Precision Aerospace deal

Rhea-AI Filing Summary

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.

Key Figures

Initial S-4 filing date: January 2, 2026 Rule cited for withdrawal: Rule 477(a) Rule cited for fee credit: Rule 457(p)

3 metrics

Initial S-4 filing date January 2, 2026 Date the Registration Statement on Form S-4 was initially filed

Rule cited for withdrawal Rule 477(a) Rule under the Securities Act cited as basis for withdrawal

Rule cited for fee credit Rule 457(p) Rule under the Securities Act cited to credit previously paid fees

Key Terms

Registration Statement on Form S-4, business combination, Rule 477(a), Rule 457(p)

4 terms

Registration Statement on Form S-4 regulatory

"request that the Commission consent to the withdrawal of the Company’s and Co-Registrant’s Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

business combination financial

"The Registration Statement relates to the proposed business combination between the Company and the Co-Registrant"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Rule 477(a) regulatory

"withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a)"

Rule 457(p) regulatory

"requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid be credited"

FAQ

What action is FACT (FACT II Acquisition Corp.) taking in this SEC correspondence?

FACT II Acquisition Corp. and Precision Aerospace & Defense Group are asking the SEC to withdraw their Form S-4 Registration Statement. They explain they are no longer pursuing the proposed business combination and will not issue the securities described in that registration.

What happens to FACT’s proposed business combination with Precision Aerospace & Defense Group?

The companies state they no longer plan to pursue the proposed business combination described in the Form S-4. As a result, they are seeking withdrawal of the registration and confirm that no proxy materials were distributed and no securities were sold.

Were any securities issued or sold under FACT’s withdrawn Form S-4?

No. The companies confirm the Form S-4 was not declared effective, and no securities were sold or issued under it. They also state that no proxy statement or prospectus contained in the registration was distributed to investors.

On what regulatory basis does FACT request withdrawal of the Form S-4?

They cite Rule 477(a) under the Securities Act, stating that withdrawal of the Registration Statement is consistent with the public interest and the protection of investors. They formally request that the SEC consent to withdrawal of the Form S-4 in its entirety.

What does FACT request regarding filing fees for the withdrawn Form S-4?

FACT II Acquisition Corp. asks that all fees paid with the Form S-4 be credited under Rule 457(p). They request these fees be applied as an offset against filing fees that may become due for one or more future registration statements by the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/13/2026 - 04:02 PM Accepted by SEC EDGAR 08/13/2026 - 04:01 PM Learn about SEC filing dates

FACT II ACQUISITION CORP.

14 Wall Street, 20th Floor

New York, NY 10005

PRECISION AEROSPACE & DEFENSE GROUP, INC.

7500 College Blvd, 5^th Floor
Overland Park, KS 66210

August 13, 2026

VIA EDGAR

Office of Manufacturing

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re: FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. — Application for Withdrawal of Registration Statement on Form S-4 (File No. 333-292541; Co-Registrant File No. 333-292541-01)

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), FACT II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Precision Aerospace & Defense Group, Inc., a Florida corporation (the “Co-Registrant”), hereby respectfully request that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or as soon as practicable thereafter, of the Company’s and Co-Registrant’s Registration Statement on Form S-4 initially filed with the Commission on January 2, 2026, together with all amendments and exhibits thereto (collectively, the “Registration Statement”).

The Registration Statement relates to the proposed business combination between the Company and the Co-Registrant. The Company and Co-Registrant no longer plan to pursue the proposed business combination and related transactions set forth in the Registration Statement at this time. Accordingly, the Company and the Co-Registrant will not proceed with the issuance of the securities that were the subject of the Registration Statement and request the withdrawal of the Registration Statement in its entirety.

The Registration Statement has not been declared effective by the Commission, and no securities have been sold or issued pursuant thereto. No proxy statement/prospectus contained in the Registration Statement has been distributed.

The Company and the Co-Registrant respectfully submit that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors, as contemplated by Rule 477(a) under the Securities Act.

The Company further requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company’s account, to be offset against the filing fee due for a subsequent registration statement or registration statements of the Company.

The Company and the Co-Registrant respectfully request the Commission’s confirmation of the withdrawal of the Registration Statement at its earliest convenience.

	Very truly yours,
	FACT II ACQUISITION CORP.
	By:	/s/ Adam Gishen
	Name:	Adam Gishen
	Title:	Chief Executive Officer

	PRECISION AEROSPACE & DEFENSE GROUP, INC.
	By:	/s/ Brent Borden
	Name:	Brent Borden
	Title:	Chief Executive Officer

cc:	Brandon J. Bortner
	Paul Hastings LLP
	2050 M Street, NW
	Washington, D.C. 20036
	T: 202-551-1840
	E: brandonbortner@paulhastings.com