FACT II Acquisition Corp.

FACT II Acquisition Corp. announced the termination of its business combination agreement with Precision Aerospace & Defense Group, Inc. on July 16, 2026. This termination, coupled with the company's limited liquidity and impending November 27, 2026, liquidation deadline, raises substantial doubt about its ability to continue as a going concern. For the six months ended June 30, 2026, the SPAC reported a net income of $1,894,060, a decrease from $3,079,421 in the prior year, with basic and diluted EPS falling to $0.08 from $0.13.

FACT II Acquisition Corp. announced the termination of its Business Combination Agreement with Precision Aerospace & Defense Group, Inc. on July 16, 2026. The termination, which also ended related support agreements, was due to unforeseen circumstances affecting a key subsidiary acquisition of Precision Aerospace, despite FACT II having secured financing proposals exceeding the $75 million minimum cash condition. FACT II will now pursue alternative business combination opportunities.

Precision Aerospace & Defense Group, Inc. (PAD) announced a non-binding Letter of Intent to acquire a leading provider of telecommunications equipment, surveillance systems, and structural steel fabrication defense applications. This strategic move, part of PAD's growth strategy, is expected to add an estimated $12.0 million in revenue and $3.8 million in EBITDA for calendar year 2026. The acquisition, if consummated, aims to significantly expand PAD's service offerings and addressable markets, enhancing its ability to support critical defense and government programs. This announcement follows PAD's previously disclosed proposed business combination with FACT II Acquisition Corp. (NASDAQ: FACT).

Precision Aerospace & Defense Group (PAD) announced its entry into a non-binding Letter of Intent to acquire a leading provider of telecommunications equipment, surveillance systems, and structural steel fabrication defense applications. This strategic acquisition, following PAD's proposed business combination with FACT II Acquisition Corp., is expected to bolster financial performance by adding an estimated $12.0 million in revenue and $3.8 million in EBITDA for the calendar year ended December 31, 2026. It represents a major industry expansion and is the first of two planned strategic acquisitions for 2026, aimed at broadening PAD's service offerings and addressable markets. PAD will host a business update call on June 10, 2026, to provide further updates.

FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. announced the public filing of an amended registration statement on Form S-4 with the SEC in connection with their proposed business combination. The filing includes updated financial and additional material information. Precision Aerospace & Defense Group continues to demonstrate operational momentum, with increased backlog, new customers, and growth in non-destructive testing and engineering & sustainment demand. The proposed transaction is subject to shareholder and regulatory approvals.

FACT II Acquisition Corp. announced it has entered into a definitive business combination agreement with Precision Aerospace & Defense Group, Inc. This merger is a crucial step for the SPAC to fulfill its primary objective. For the first quarter of 2026, the company reported a net income of $1.03 million, a decrease from the $1.45 million reported in the prior year's quarter, with basic and diluted EPS falling to $0.04. Additionally, management noted substantial doubt regarding the company's ability to continue as a going concern.