FACT II Acquisition Corp. Files 8-K

Ticker: FACTW · Form: 8-K · Filed: Dec 3, 2025 · CIK: 2028935

Sentiment: neutral

Topics: material-agreement, 8-K, acquisition-corp

TL;DR

FACT II ACQ files 8-K, material agreement entered.

AI Summary

FACT II Acquisition Corp. filed an 8-K on November 26, 2025, reporting the entry into a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in the Cayman Islands and its principal executive offices are located at 14 Wall Street, New York, NY.

Why It Matters

This 8-K filing indicates a significant event or agreement for FACT II Acquisition Corp., which could impact its business operations and future prospects.

Risk Assessment

Risk Level: low — The filing is a standard 8-K reporting a material definitive agreement, without immediate indication of significant financial distress or major operational changes.

Key Players & Entities

FAQ

What type of material definitive agreement did FACT II Acquisition Corp. enter into?

The filing does not specify the exact nature of the material definitive agreement, only that one was entered into as of November 26, 2025.

What is the SIC code for FACT II Acquisition Corp.?

The Standard Industrial Classification (SIC) code listed is 6770 for BLANK CHECKS.

When was FACT II Acquisition Corp. incorporated?

The filing states the company is incorporated in the Cayman Islands, but does not provide a specific incorporation date.

What is the fiscal year end for FACT II Acquisition Corp.?

The fiscal year end for FACT II Acquisition Corp. is December 31st (1231).

What are the components of the units offered by FACT II Acquisition Corp.?

The units consist of one Class A Ordinary Share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50.

Filing Stats: 4,688 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-12-03 08:00:49

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Business Combination Agreement 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. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) FACT will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and Part XII of the Companies Act (As Revised) of the Cayman Islands (the " Domestication "); and (ii) 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 and is referred to herein as " New PAD " as of the time following the Merger. The Domestication, the Merger, and other transactions contemplated by the Business Combination Agreement are collectively referred to herein as the " Business Combination ," the consummation of the Merger is referred to as the " Closing " and the date of the Closing is referred to as the " Closing Date ." The Domestication The Domestication will occur after the date of the Business Combination Agreement and before the Closing Date. In connection with the Domestication: (i) each then issued and outstanding Class A ordinary share, par value $0.0001 per share, of FACT shall convert automatically, on a one-for-one basis, into one share of class

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Furnished as Exhibit 99.1 is a copy of the investor presentation that FACT and PAD previously used to approach investors in connection with the transactions contemplated by the Business Combination Agreement and other potential transactions. The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act. Additional Information and Where to Find It In connection with the Business Combination, FACT and PAD intend to prepare and file with the SEC a Registration Statement, which will include a preliminary proxy statement of FACT and a preliminary prospectus with respect to the securities to be offered in the Business Combination. After the Registration as of a record date to be established for voting on the Business Combination. The Registration Statement, including the proxy statement/prospectus contained t

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing