FACT II Acquisition Corp. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.02 Termination of a Material Definitive Agreement.
Business Combination Agreement
As previously disclosed, FACT II Acquisition Corp., a Cayman Islands exempted company (“FACT”), entered into a Business Combination Agreement, dated as of November 26, 2025, as amended by Amendment No. 1 thereto dated as of May 17, 2026 (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 wholly-owned subsidiary of FACT, and Precision Aerospace & Defense Group, Inc., a Florida corporation (“PAD”).
On July 16, 2026, the Business Combination Agreement was terminated in accordance with the terms set forth therein (the “Termination”).
Sponsor Support Agreement
As previously disclosed, on November 26, 2025, Sponsor HoldCo entered into a voting and support agreement with FACT and PAD (the “Sponsor Support Agreement”) in connection with the Business Combination Agreement.
As a result of the Termination, the Sponsor Support Agreement terminated in accordance with its respective terms.
PAD Support Agreements
As previously disclosed, on January 6, 2026 and January 19, 2026, PAD, FACT and certain stockholders of PAD entered into support agreements (collectively, the “PAD Support Agreements”) in connection with the Business Combination Agreement.
As a result of the Termination, the PAD Support Agreements terminated in accordance with their respective terms.
Item 7.01 Regulation FD Disclosure.
On July 21, 2026, FACT issued a press release announcing the termination of the Business Combination Agreement. A copy of the press release is furnished hereto as Exhibit 99.1 hereto.
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 of 1933 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated July 21, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
Dated: July 21, 2026
| FACT II ACQUISITION CORP. | ||
By: |
/s/ Adam Gishen | |
| Name: | Adam Gishen | |
| Title: | Chief Executive Officer | |
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