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.