Welcome to our dedicated page for FACT II Acquisition SEC filings (Ticker: FACTU), 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.
FACT II Acquisition Corp. (FACTU) is a special purpose acquisition company whose regulatory disclosures are central to understanding its SPAC structure and its proposed business combination with Precision Aerospace & Defense Group, Inc. (PAD). Although specific SEC filings are not listed here, SPAC investors typically review registration statements, proxy statements and prospectuses to evaluate the terms of the IPO, the trust account, redemption mechanics and the details of any proposed merger.
For FACT II Acquisition Corp., key filings related to its initial public offering describe the units listed on the Nasdaq Global Market under the symbol FACTU, each consisting of one Class A ordinary share and one-half of one redeemable warrant. Subsequent filings in connection with the PAD transaction are expected to include a registration statement that contains a proxy statement for FACT shareholders and a prospectus for the offer and sale of securities in the proposed business combination.
On Stock Titan’s SEC filings page, users can access FACT II Acquisition Corp.’s public documents as they become available from EDGAR, including materials that outline the structure of the trust account, shareholder voting procedures and redemption rights. When the registration statement and proxy statement/prospectus for the PAD combination are filed, they are expected to provide detailed information on the implied enterprise value of PAD, the pro forma ownership structure, governance arrangements and the anticipated listing of the combined company’s common stock and warrants under the symbols PAD and PADWW.
AI-powered tools on this page help interpret lengthy filings by summarizing key sections, highlighting transaction terms and clarifying how proposed changes may affect shareholders. This can be especially useful for understanding SPAC-specific provisions, such as redemption options and closing conditions tied to the business combination with Precision Aerospace & Defense Group, Inc.
Westchester Capital Management, Virtus Investment Advisers and The Merger Fund jointly filed a Schedule 13G reporting beneficial ownership of Class A ordinary shares of FACT II Acquisition Corp (FACTU). Westchester reports 1,083,000 shares (5.86%), Virtus reports 1,028,600 shares (5.56%), and The Merger Fund reports 1,009,075 shares (5.46%), with percentages calculated using 18,488,125 shares outstanding as of May 13, 2025.
The filing breaks out voting and dispositive power: Westchester has 54,400 shares of sole voting and dispositive power and shared voting/dispositive power for the remaining reported holdings; Virtus and The Merger Fund report only shared voting and dispositive power for their reported amounts. The signatories certify the securities were acquired and are held in the ordinary course of business and not to influence control.
FACT II Acquisition Corp. is a blank check (SPAC) formed June 19, 2024 to pursue a business combination and has not commenced operations. The company completed an IPO on November 27, 2024, selling 17,500,000 units at $10.00 each and contemporaneous private placement units, generating gross proceeds placed in a Trust Account.
As of June 30, 2025, the Trust Account held $180,202,115, cash outside the trust was $1,088,465, and total assets were $181,457,121. For the three and six months ended June 30, 2025 the company reported net income of $1,631,524 and $3,079,421, driven primarily by interest income on trust funds of $1,819,161 and $3,604,845, respectively, offset by general and administrative expenses of $199,558 and $563,903. Basic net income per Class A share was $0.07 for the quarter and $0.13 year-to-date.
The report discloses a deferred underwriting fee of $7,000,000, the expiration of the underwriters' over-allotment option (resulting in forfeiture of 875,000 founder shares), working capital of $1,136,435, and an Extension/mandatory liquidation timetable that raises substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by the prescribed liquidation date.
Healthcare of Ontario Pension Plan Trust Fund (HOOPP) filed a Schedule 13G/A reporting that it does not beneficially own any Class A ordinary shares of FACT II Acquisition Corp. The filing shows 0.00 shares and 0% of the class, with no sole or shared voting or dispositive power reported. HOOPP is identified as a pension plan formed as a trust under Ontario law and classified as a financial institution reporting person.
The filing includes HOOPP's certification that any securities referred to were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
Hudson Bay Capital Management LP and Sander Gerber report beneficial ownership of 1,000,000 Class A Ordinary Shares of FACT II Acquisition Corp (CUSIP G32901103), representing 5.41% of the outstanding Class A shares based on 18,488,125 shares outstanding as of May 13, 2025. The shares are held in the name of HB Strategies LLC, for which the Investment Manager serves as investment manager, and the filing notes shared voting and shared dispositive power of 1,000,000 shares.
The filing states the position is held in the ordinary course of business and not for the purpose of changing or influencing control. Mr. Gerber disclaims beneficial ownership while also serving as an authorized signatory for the Investment Manager.
Context Capital Management, LLC and related individuals/entities have filed Amendment No. 1 to Schedule 13G disclosing a passive ownership position in FACT II Acquisition Corp. (symbol: FACTU).
- Total beneficial ownership: 300,000 Class A Ordinary Shares.
- Percent of outstanding class: 1.6% based on 18,488,125 shares outstanding as of May 13, 2025.
- Voting & dispositive power: 0 shares sole / 300,000 shares shared; no sole voting or dispositive authority.
- Reporting persons: Context Capital Management, LLC (investment adviser and GP of Context Partners Master Fund, L.P.), the fund itself, and control persons Michael S. Rosen, William D. Fertig, and Charles E. Carnegie.
- Date triggering filing: June 30, 2025; signatures dated July 10, 2025.
- The filing certifies the stake was acquired and is held in the ordinary course of business and is not intended to influence control of the issuer.
The stake is below the 5% threshold, indicating a relatively small, passive investment that is unlikely to affect corporate control or materially alter the issuer’s shareholder structure.
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