FACT II Acquisition Corp. is asking shareholders to approve an amendment extending its deadline to complete an initial business combination from November 27, 2026 to November 25, 2027. The proposal will be voted on at the November 10, 2026 meeting and requires at least two-thirds of the holders of Ordinary Shares who vote in person or by proxy. The board recommends voting for the extension and an adjournment proposal that may be put forward if votes are insufficient or specified redemption limits are exceeded.
If implemented, eligible public shareholders may redeem shares for a pro rata portion of the Trust Account; the estimated redemption price was approximately $10.78 per share as of October 9, 2026. FACT will not implement the amendment if redemptions would reduce net tangible assets below $5,000,001. If the extension is not approved and FACT does not complete a business combination by November 27, 2026, it will wind up, redeem Public Shares and liquidate; its warrants will expire worthless.
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. 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).
FACT II Acquisition Corp. reports filing of an amended Schedule 13G/A disclosing three related reporting persons each beneficially owning 1,500,000 Class A ordinary shares (representing 8.1% of the class).
The filing states that the 1,500,000 shares are held by Tenor Opportunity Master Fund, Ltd.; Tenor Capital Management Company, L.P. serves as the Master Fund's investment manager and Robin Shah is managing member of Tenor Management GP, LLC. The percentage is calculated using 18,488,125 Shares issued and outstanding as of May 8, 2026.
FACT II Acquisition Corp. reported net income of $1,034,133 for the quarter ended March 31, 2026, driven mainly by $1,548,784 of interest earned on cash held in its Trust Account. General and administrative expenses were $517,616 as the SPAC continues to pursue its first business combination.
Total assets were $185,815,214, including $185,334,240 of cash in the Trust Account and $412,909 of cash and cash equivalents outside the Trust. The company has not begun operating activities and remains focused on completing its proposed business combination with Precision Aerospace & Defense Group, Inc. Management discloses substantial doubt about its ability to continue as a going concern if it does not close a business combination by November 27, 2026, when it would be required to liquidate and return funds to public shareholders.