FACT II Acquisition Corp to combine with Precision Aerospace & Defense in SPAC merger with $75M minimum cash

FACT II Acquisition Corp.

Business combination agreement signed Nov 26, 2025; FACT to domesticate in Delaware then merge with PAD.
PAD common stockholders receive FACT common based on 12,388,291 fixed shares; preferred get $5 cash plus additional shares.
Closing requires FACT to have at least $75M in trust after redemptions and regulatory approvals (HSR, DDTC).
Sponsor support & lock-up agreements: Sponsor HoldCo votes in favor; lock-ups of 180/90 days post-closing.
FACT to file S-4 proxy/prospectus within 40 days; closing targeted by March 31, 2026.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

FACT II Acquisition Corp. entered into Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (effective 2025-11-26).

Action: entry
Agreement: merger
Counterparty: Precision Aerospace & Defense Group, Inc.
Effective: 2025-11-26

Exact text from the filing

On November 26, 2025, FACT II Acquisition Corp., a Cayman Islands exempted company (“ FACT ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) by and among FACT, FACT II Acquisition LLC, a Cayman Islands limited liability company (“ Sponsor HoldCo ”), Patriot Merger Subsidiary, Inc., a Florida corporation and a direct, wholly-owned subsidiary of FACT (“ Merger Sub ”) and Precision Aerospace & Defense Group, Inc. (“ PAD ”), a Florida corporation.

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FACT II Acquisition Corp. filing history →

Source: SEC EDGAR

accession 0001213900-25-117572

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