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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. 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. 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.
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.
Westchester Capital Management, LLC and related entities filed an amended Schedule 13G reporting passive ownership in FACT II Acquisition Corp. Class A ordinary shares. Westchester reports beneficial ownership of 921,116 shares, representing 4.98% of the class, based on 18,488,125 shares outstanding as of November 10, 2025.
Virtus Investment Advisers, LLC reports beneficial ownership of 874,848 shares (4.73%), and The Merger Fund reports 858,241 shares (4.64%). The filers certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FACT II Acquisition Corp.
Westchester Capital Management, LLC and related entities filed an amended Schedule 13G reporting passive ownership in FACT II Acquisition Corp. Class A ordinary shares. Westchester reports beneficial ownership of 921,116 shares, representing 4.98% of the class, based on 18,488,125 shares outstanding as of November 10, 2025.
Virtus Investment Advisers, LLC reports beneficial ownership of 874,848 shares (4.73%), and The Merger Fund reports 858,241 shares (4.64%). The filers certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FACT II Acquisition Corp.
Hudson Bay Capital Management LP and Sander Gerber filed Amendment No. 1 to a Schedule 13G reporting their beneficial ownership in FACT II Acquisition Corp. They report holding 800,000 Class A Ordinary Shares, representing 4.33% of the class.
The percentage is based on 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as disclosed in the company’s quarterly report. The shares are held in the name of HB Strategies LLC, for which Hudson Bay is investment manager; Mr. Gerber, as managing member of the Investment Manager’s general partner, disclaims beneficial ownership. The reporting persons have shared voting and dispositive power over the 800,000 shares and certify the position is held in the ordinary course of business and not to change or influence control of the issuer.
Hudson Bay Capital Management LP and Sander Gerber filed Amendment No. 1 to a Schedule 13G reporting their beneficial ownership in FACT II Acquisition Corp. They report holding 800,000 Class A Ordinary Shares, representing 4.33% of the class.
The percentage is based on 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as disclosed in the company’s quarterly report. The shares are held in the name of HB Strategies LLC, for which Hudson Bay is investment manager; Mr. Gerber, as managing member of the Investment Manager’s general partner, disclaims beneficial ownership. The reporting persons have shared voting and dispositive power over the 800,000 shares and certify the position is held in the ordinary course of business and not to change or influence control of the issuer.
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.