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AI brief of an SEC Form 8-K · FACT II Acquisition Corp. (FACT)

FACT II Acquisition agrees to merge with Precision Aerospace & Defense Group

Neutral Impact 5 of 5 m&a Written later

FACT II Acquisition Corp., a special purpose acquisition company, signed a Business Combination Agreement on November 26, 2025, with Precision Aerospace & Defense Group, Inc. (PAD). The deal would move FACT to Delaware and merge a PAD subsidiary into PAD, leaving PAD as a wholly owned subsidiary of FACT, subject to shareholder and regulatory approvals. Shareholders will vote on the deal after a Form S-4 registration statement is prepared and declared effective.

Key points

  • Agreement dated November 26, 2025; FACT will domesticate as a Delaware corporation before closing.
  • PAD common stock converts into FACT common stock based on 12,388,291 divided by the number of PAD shares outstanding at closing.
  • PAD Series A through D preferred holders receive $5.00 cash per share plus additional FACT common stock under stated formulas.
  • Closing requires FACT shareholder approval, PAD stockholder approval, an effective S-4, and expiry of Hart-Scott-Rodino waiting periods, among other conditions.

The filing

CompanyFACT II Acquisition Corp. (FACT)
Form8-K, current report
Filed with the SECDec 3, 2025, 8:00 AM ET
Accession number0001213900-25-117572

Items reported: 1.01 Material Definitive Agreement7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:46 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on December 03, 2025.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.