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FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. filed an amended registration statement on Form S-4 to advance their proposed business combination.
The amendment includes updated financial and material information related to the transaction announced on December 1, 2025; closing remains subject to FACT shareholder approval, regulatory and listing approvals, and customary closing conditions.
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. 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. filed an investor presentation for Precision Aerospace & Defense Group, Inc. (PAD) made available May 7, 2026 describing a proposed business combination and PAD’s pro‑forma operating plan. The presentation includes PAD’s pro‑forma portfolio, FY’26 projected pro‑forma revenue of $130 and projected pro‑forma EBITDA of $25.2 M, a nationwide footprint (~225k SF), and a planned M&A cadence (WestPro, SPM, DSI and others) that is conditioned on closing the Proposed Business Combination and related contract triggering events.
The slides and forward‑looking projections are unaudited, non‑GAAP, subject to many closing conditions, and speak as of April 15, 2026; several definitive acquisition agreements include long‑stop dates and unwind rights if the business combination does not close by specified dates (May 31, 2026 for certain targets).
FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. filed an amended registration statement on Form S-4 on April 16, 2026 to update disclosures and financial information for their proposed business combination first announced December 1, 2025. The combined company is expected to use the name Precision Aerospace & Defense Group, Inc. and, upon closing, its common stock and warrants are anticipated to trade on the New York Stock Exchange under the ticker PAD. The transaction remains subject to FACT shareholder approval, applicable regulatory and listing approvals, and customary closing conditions. The filing includes a proxy statement and prospectus and, once declared effective, the proxy will be mailed to shareholders as of a record date to be established for the vote.
FACT II Acquisition Corp. has filed Amendment No. 1 to a Form S-4 registering the securities to complete a business combination with Precision Aerospace & Defense Group, Inc. (PAD). The transaction contemplates FACT’s domestication to Delaware, a merger in which PAD becomes a subsidiary, and issuance of 40,759,791 shares of common stock and 8,750,000 warrants as described in the proxy statement/prospectus dated April 15, 2026. The Business Combination Agreement sets conversion mechanics for PAD equity and preferred stock, provides for New PAD listing on the NYSE (symbol PAD) subject to conditional approval, and conditions closing on various approvals, a minimum cash threshold of $75,000,000 from the trust account and other sources, and customary closing deliverables. The FACT Board unanimously recommends approval; public shareholders will have redemption rights if the Business Combination is consummated.
FACT II Acquisition Corp. published a communication about the proposed business combination with Precision Aerospace & Defense Group, Inc. The notice reiterates that the statements are forward-looking and sets out customary risk factors, including technology commercialization, financing needs, regulatory approvals, and shareholder approvals.
The communication states that FACT and PAD have filed a Registration Statement on Form S-4 with the SEC that will include a proxy statement and prospectus; the proxy will be mailed promptly after the Registration Statement is declared effective. It also discloses that certain directors and officers of FACT and PAD may be participants in the solicitation.
FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. discussed their proposed $310 million business combination and related growth plans. PAD described a multi‑segment aerospace and defense platform built by acquisitions, with reported free cash flow conversion of 70% of EBITDA, backlog covering over 60% of 2026 revenue, and aims to use public equity and an $80 million committed financing facility to accelerate M&A and scale operations.
The CEOs emphasized long‑term partnership, a target mix of cash and equity for bolt‑ons, and visibility into near‑term revenue from signed purchase orders. Closing remains subject to customary conditions and documentation.
FACT II Acquisition Corp. and Precision Aerospace & Defense Group hosted an Investor Day in connection with their proposed business combination to present PAD’s strategy, portfolio companies, and 2026 pro forma targets.
Management outlined a three-segment business of Engineering & Sustainment, Precision Manufacturing, and Non-Destructive Testing, described profitable legacy businesses, a programmatic M&A funnel, and a target pipeline. Financial highlights presented include $130.8 million projected pro forma revenue and $25.2 million projected pro forma EBITDA for 2026, a backlog near $90 million, and a minimum cash condition / equity raise of $75 million. Management said PAD expects M&A to contribute roughly $47 million incremental revenue and $9.4 million incremental EBITDA to reach the pro forma targets. The sponsors discussed a financing package and potential partner support, and portfolio companies (Aerodyne, Westpro, V&M, SPM) described customer wins, capacity expansions, and specific growth drivers (Westpro: 32% sales increase for 2026 tied to SpaceX orders).