FACT II Acquisition Corp

FACT: DEF 14A · proxy statement

FACT II Acquisition Corp. filed a definitive proxy for a special shareholder meeting on November 10, 2026 to vote on extending its business combination deadline from November 27, 2026 to November 25, 2027. The company states it does not believe it can complete a deal by the current deadline and would be forced to liquidate without the extension.

SEC DEF 14A•12d ago

FACT: PRE 14A · proxy statement

FACT II Acquisition Corp. has filed a preliminary proxy seeking shareholder approval to extend its business combination deadline from November 27, 2026 to November 25, 2027, the maximum 36 months permitted under Nasdaq Listing Rule IM-5101-2. The company states that without the extension it will not be able to complete an initial business combination and would be forced to liquidate, in which case public shareholders would be redeemed from the $175,875,000 trust and warrants would expire worthless. Shareholders other than the Initial Shareholders (who hold 27.1% and will vote FOR) may redeem shares in connection with the extension, subject to a 15% cap per holder group and a $5,000,001 net tangible assets floor — heavy redemptions would trigger abandonment of the amendment and liquidation. A second proposal would allow adjournment of the special meeting if votes or redemption levels make approval or Nasdaq continued-listing compliance uncertain.

SEC PRE 14A•25d ago

FACT: 10-Q · periodic report

FACT II Acquisition Corp.'s proposed business combination with Precision Aerospace & Defense Group (PAD) was terminated on July 16, 2026, with no termination fee payable by either party. The SPAC must now identify and close an alternative target by its November 27, 2026 deadline or cease operations, redeem its public shares, and liquidate. Management disclosed substantial doubt about the company's ability to continue as a going concern, citing liquidity of only $170,477 in its operating bank account and $104,855 of working capital at June 30, 2026 — cash it says will not be sufficient to fund operations and working capital for the next twelve months. For Q2 2026 the company reported net income of $859,927, down from $1,631,524 a year earlier, as trust-account interest of $1,559,305 was offset by G&A expenses of $700,265 — more than triple the year-ago quarter. Public shares carry a redemption value of approximately $10.68, which likely provides a floor if the company fails to close a deal before the deadline.

SEC 10-Q•2mo ago

FACT II Acquisition Corp. Announces Termination of Proposed Business Combination with Precision Aerospace & Defense Group, Inc.

FACT II Acquisition Corp. terminated its planned business combination with Precision Aerospace & Defense Group, Inc. due to unforeseen circumstances affecting a key subsidiary acquisition. Although financing proposals exceeding the $75 million minimum cash condition were secured, the structural changes to the transaction forced the parties to discontinue the deal. The SPAC stated it will continue to evaluate alternative business combination opportunities.

•3mo ago

Precision Aerospace & Defense Group, Inc. and FACT II Acquisition Corp. File Amended Registration Statement on Form S-4 in Connection with Proposed Business Combination

globenewswire.com•5mo ago

Precision Aerospace & Defense Group, Inc. and FACT II Acquisition Corp. Announce Filing of Amended Registration Statement on Form S-4 in Connection with Proposed Business Combination

businesswire.com•6mo ago