Fact II Acquisition CORP. 8-K Filing
Ticker: FACTW · Form: 8-K · Filed: Dec 1, 2025 · CIK: 2028935
Sentiment: neutral
Filing Stats: 2,317 words · 9 min read · ~8 pages · Grade level 17.5 · Accepted 2025-12-01 16:35:05
Key Financial Figures
- $0.0001 — f one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemab
- $11.50 — ordinary share at an exercise price of $11.50 FACTW Nasdaq Global Market Indica
- $80 million — p to an anticipated aggregate amount of $80 million (the " Potential Financing ") in connec
Filing Documents
- ea0267815-8k425_fact2acq.htm (8-K) — 50KB
- ea026781501ex99-1_fact2acq.htm (EX-99.1) — 41KB
- 0001213900-25-116729.txt ( ) — 328KB
- fact-20251126.xsd (EX-101.SCH) — 4KB
- fact-20251126_def.xml (EX-101.DEF) — 27KB
- fact-20251126_lab.xml (EX-101.LAB) — 37KB
- fact-20251126_pre.xml (EX-101.PRE) — 26KB
- ea0267815-8k425_fact2acq_htm.xml (XML) — 8KB
01 Other Events
Item 8.01 Other Events On December 1, 2025, FACT II Acquisition Corp., a Cayman Islands exempted company (" FACT "), and Precision Aerospace & Defense Group, Inc., a Florida corporation (" PAD "), issued a joint press release announcing the execution of a Business Combination Agreement, dated as of November 26, 2025 (the " Business Combination Agreement "), by and among FACT, FACT II Acquisition LLC, a Cayman Islands limited liability company, Patriot Merger Subsidiary, Inc., a Florida corporation and a direct, wholly-owned subsidiary of FACT (" Merger Sub ") and PAD and that PAD has entered into a non-binding indicative term sheet with BC Partners Advisors LP in connection with a potential credit facility and equity financing of up to an anticipated aggregate amount of $80 million (the " Potential Financing ") in connection with the Closing (as defined below). The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein, (i) FACT will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the FACT Amended and Restated Memorandum and Articles of Association, Section 388 of the Delaware General Corporation Law and Part XII of the Companies Act (As Revised) of the Cayman Islands (the " Domestication "); and (2) following the Domestication, Merger Sub will merge with and into PAD with PAD surviving the merger as a wholly-owned subsidiary of FACT (the " Merger "), in accordance with the Business Combination Agreement and the Florida Business Corporation Act. It is anticipated that PAD continue its corporate existence under its current name following the Merger. The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to as the " Business Combination
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Joint Press Release, dated December 1, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FACT II ACQUISITION CORP. Date: December 1, 2025 By: /s/ Adam Gishen Name: Adam Gishen Title: Chief Executive Officer 4