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FACT II Acquisition Corp.

FACT · Nasdaq · Defense/Space

No election on filePrecision Aerospace & Defense Group, Inc. · Back to searching

NO ACTION REQUIRED

Nothing required today

No redemption election is on file for this SPAC. A date appears here the day one is filed.

Nextnothing dated — nothing dated on file

Cash per share

$10.68

Held for each public share, as last filed on 30 Jun.

Last close

$10.710.3% above cash vs filed NAV

0.5% below cash vs estimated NAV — opposite sides of the cash

Daily close · 8 Sept 2026

What happens next

nothing dated on file

The deal was called off and this SPAC is back to searching. No redemption election is on file — a date appears here the day one is filed.

Read what we do and do not hold

The floor

No election on file

No redemption election on file — an absence in our record, not a right that is missing

Read the reasoning behind this verdict
$10.68 cash floor$10.71
7 Aug21 closes · floor filed 30 Jun8 SeptThe shaded band is the distance between the price and the cash floor — what a redemption would pay you, or cost you, on the day.

SpacBrain’s read

Floor not confirmed

No redemption window has closed — but no dated redemption election is on file for this name either, so we cannot show you a date to act by.

What we do have: no window has closed, and no company deadline is on file either. The full chain of evidence is under Evidence.

Change on the last daily close+0.1% day

That is $0.03 above the $10.68 of cash held per share as last filed. Everything above the cash is what the market thinks the deal is worth, and redemption does not protect it. Against our ESTIMATE of what the trust holds today — ~$10.76, the filed figure carried forward at the T-bill — the same price is 0.5% below the cash. That estimate is our arithmetic, not a filing.

In plain terms

What it is
A $175M SPAC from FACT II Acquisition LLC, listed on Nasdaq in November 2024. Each unit put $10.05 into the shareholders' cash account at listing; it holds $10.68 a share today — interest earned on the account, plus any payments the sponsor made to extend the deadline, spread over the shares that never cashed out.
What it's doing now
It agreed in November 2025 to merge with Precision Aerospace & Defense Group, Inc., an aerospace and defense parts manufacturing company. The deal valued that business at about $133M. That deal was called off.
What you should know
We have no filed date on which you could claim the cash back, so we cannot tell you a day to act by. That is a gap in the public record, not a statement that the right has gone.

At a glance

Where it stands
Deal terminated · next: nothing dated, awaiting filing
Nothing dated is on file. That is an absence in our record, not a statement that nothing is coming.
Merging with
Precision Aerospace & Defense Group, Inc.
Industry
Industrials — aerospace and defense parts manufacturing
What it set out to buy: Defense/Space
Deal value
$133M
announced 26 November 2025
Price vs cash floor
$10.71 vs $10.68
$0.03 above the last filed cash held for you; 0.5% below cash against our estimated ~$10.76
Cash left in trust
$186.9M
IPO
26 November 2024
$175M raised · 100.5% of each $10 unit into trust
Headquarters
14 WALL STREET, NEW YORK, NY, 10005
registered in the Cayman Islands
Lead underwriter
Cohen & Company Capital Markets
Key officers
Gishen Adam (Chief Executive Officer) · Lee Min (Chief Financial Officer) · Rackind Robert (Director)
Listed securities
FACT common · FACT common $10.75 · FACTU unit $11.15
Cash held per share$10.68

As last filed, 30 June 2026.

source: 10-Q acc 0001213900-26-088335

Cash per share today (estimate)~$10.76

Modelled, not filed: $10.68 filed 30 June 2026, compounded 72 days at the 3.95% 3-month T-bill (treasury.gov daily par yield curve). No tax drag, extension deposits or dissolution costs are modelled.

Price against the cash
vs last filed NAV
0.3%above cash
$10.68, 10-Q as of Jun 30, 2026, acc 0001213900-26-088335
vs estimated NAV today (our estimate)
0.5%below cash
~$10.76, accrued 72 days at 3.95%

The two rows disagree about which side of the cash this price sits on. Both are arithmetically right — they divide by different cash figures. The filed one is what a document says the trust held on its date; the estimated one carries that same figure forward at the T-bill for the days since, which is our arithmetic and not a filing.

What happens nextnothing dated on file

Nothing dated is on file. That is an absence in our record, not a statement that nothing is coming.

Yield to redemption

No dated redemption window on file — no yield to compute.

We hold no redemption election for this SPAC and no dated event of any kind — there is nothing to measure a yield to. An unsourced date would make the yield look filed when it is not.

What is protecting this price

The reasoning behind the verdict above, in the order the filings establish it.

  1. No dated redemption election is on file for this name. That is an absence in the record, not proof that the right has gone — but it does mean this page cannot tell you a day to act by.
  2. Cash held in trust is $10.68 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.

What has happened, and what is coming

2 dated milestones

Every dated step from the day it listed to the next date you may have to act on. Where you have to do something, the day your broker needs the instruction is marked too.

  1. 26 November 2024IPOpassed

    $175M raised into trust

  2. 26 November 2025Deal announcedpassed

    Combination with Precision Aerospace & Defense Group, Inc.

The deal

terms as filed

What it is buying, on what terms, and how much of the combined company new shares take from you.

  • Precision Aerospace & Defense Group, Inc.$133M · announced 26 November 2025
    terminatedIndustrialsSEC primary
    Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
    Min-cash condition
    $75M
    Earnout:
    Triggering Event I ” means the date on which the Sponsor or any of its Representatives secures research coverage for the Company, so long as the date on which such research coverage is obtained is prior to the later of: (a) the date that is 180 days after the Closing Date or (b) the date on which the Surviving Company files its second periodic report on Form 10-Q or Form 10-K after the Closing Date. “ Triggering Event II ” means the date on which the volume-weighted average trading sale price of one SPAC Share on The Nasdaq Capital Market (or such other Exchange on which the SPAC Shares are then listed) is greater than or equal to $15.00 (which shall be equitably adjusted for stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combinations, exchanges of shares or other like changes or transactions with respect to the SPAC Shares occurring on or after the Closing) for any 20 Trading Days within any 30 consecutive Trading Day period within the Performance Bonus Period but after the expiration period applicable to restrictions on the transfer of SPAC Shares set forth in the Sponsor Lock-Up Agreementmore ▾
    Minimum cash: $75M from the trust together with other financing, after transaction expenses.
    Outside date: 31 March 2026 — the contractual long-stop for closing. It is not a redemption deadline and confers no right to cash.
    stated in:0001213900-25-117572 opens on sec.gov in a new tab

The score

deterministic, from filed fields

One number for the shape of the bet: how much upside you are getting per unit of downside. It is arithmetic over filed fields, not a rating and not advice — and it is the same number this SPAC carries on the leaderboard, the screener and the deal list, because all four read one engine.

Asymmetric return scoreThe tick is 57, the median of the 292 names scored.

0.3% premium to the last filed trust — capital at risk

The blend is trust discount (40 points), deal stage (30), sponsor track record (18) and time to catalyst (12). Every input is a real sourced field; where one is missing, confidence drops rather than a number being invented.

See where FACT ranks, and how the score is built

The company

from SEC filings
Read the full profile

A $175 million SPAC from FACT II Acquisition LLC, listed on Nasdaq in November 2024. In November 2025 it signed a definitive merger agreement with Precision Aerospace & Defense Group at a pro-forma equity value of about $133 million, but after two amendments the agreement was terminated on 16 July 2026. The SPAC is back where it started: listed, funded, and without a deal.

Material findings

from the full read of every filing

Every document this company files gets read whole — body and exhibits. These are the ones the read flagged as material, newest first, each citing its filing.

  • 8-K21 July 20260001213900-26-080046opens on sec.gov in a new tab

    The SPAC's announced deal is off and the whole contractual structure around it, sponsor and target voting support included, fell away with it. The report states no reason for the termination, no termination fee, no expense allocation and nothing about the trust or the Company's remaining time to complete a business combination.

  • S-4/A18 May 20260001213900-26-058177opens on sec.gov in a new tab

    Two things are fixed here that were not fixed by a blank: the registered securities — 40,759,791 shares and 8,750,000 warrants — which cap the equity and warrant overhang the combined company can issue under this registration, and the existence of an Amendment No. 1 to the business combination agreement dated May 17, 2026, one day before this filing. What that amendment altered is not stated in this document; only its existence and date are. No meeting date and no redemption deadline are set by this version.

  • S-4/A16 April 20260001213900-26-044183opens on sec.gov in a new tab

    The dilution ceiling — 40,759,791 shares and 8,750,000 warrants — is fixed here, so a holder can size the maximum equity and warrant overhang even though no vote date is set. This version describes the November 26, 2025 agreement as it stands with no amendments recorded against it. No meeting date and no redemption deadline are established.

  • S-42 January 20260001213900-25-127205opens on sec.gov in a new tab

    This is the baseline of the FACT II / PAD registration and it already fixes the dilution ceiling at 40,759,791 shares and 8,750,000 warrants, which is the maximum equity and warrant overhang this registration can produce. The agreement is described with no amendments against it as of this filing. No vote date and no redemption deadline are established.

Filings

live EDGAR feed

Everything this company has filed with the SEC recently, newest first, each with a plain summary of what changed and why it matters.

  • SCHEDULE 13G14 August 20260000919574-26-005340opens on sec.gov in a new tab
  • RW13 August 20260001213900-26-089066opens on sec.gov in a new tab
  • 10-Q12 August 20260001213900-26-088335opens on sec.gov in a new tab

    What changed: FACT II Acquisition Corp. Q2 2026 10-Q: trust $186.9M (17,500,000 Class A shares at ~$10.68, up from ~$10.50); operating cash $170,477; deferred legal fees grew to $2.84M; deferred underwriting $7.0M. Why it matters: Routine quarterly; FACT is separately pursuing a business combination (S-4 registration on file), but this filing carries no new deal terms. Trust per-share (~$10.68) is the redemption floor.

    What changed vs 2026-05-11trust $185.3M → $186.9M +1%
    trust account, mandate language, combination deadline +21 moved · 4 with no prior record of ours
    Trust account
    $185.3M$186.9M

    SpacBrain reads this as $1,559,305 was added to the trust between the two filings.

    The clause “44,791 Prepaid expenses 85,321 92,600 Total current assets 255,798 637,391 Cash held in Trust Account 186,893,545 183,785,456 TOTAL ASSETS $ 187,149,343 $ 184,422,847 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…

    Mandate language
    not previously extractedwe are focusing our search on a target in an industry where …
    Combination deadline
    2026-11-27 · unchanged

    The clause …“As a result, we must identify, negotiate and complete an alternative initial business combination by November 27, 2026, unless the period within which we must complete an initial business combination is extended pursuant to our Amended”…

    Going-concern doubt
    stated · unchanged

    The clause …“with FASB ASC Subtopic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the Company’s liquidity condition, the limited period remaining to identify and complete an alternative initial”…

    Redeemable shares
    17.5M · unchanged

    The clause …“issued and outstanding at June 30, 2026 and December 31, 2025 (excluding 17,500,000 shares subject to possible redemption) 99 99 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,833,333 shares issued and”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

  • SCHEDULE 13G/A10 August 20260000886982-26-000340opens on sec.gov in a new tab
  • SCHEDULE 13G6 August 20260001628280-26-053925opens on sec.gov in a new tab
Show the other 10 filings
  • 8-K21 July 20260001213900-26-080046opens on sec.gov in a new tab

    What changed: 8-K of FACT II Acquisition Corp. Item 1.02 (termination of a material definitive agreement): on July 16, 2026 the Business Combination Agreement dated November 26, 2025, as amended May 17, 2026, among FACT, FACT II Acquisition LLC as Sponsor HoldCo, Patriot Merger Subsidiary, Inc. and Precision Aerospace Defense Group, Inc. was terminated in accordance with its terms. The Sponsor Support Agreement of November 26, 2025 and the PAD support agreements of January 6 and January 19, 2026 terminated as a result. Item 7.01 furnishes a July 21, 2026 press release announcing the termination. Why it matters: The SPAC's announced deal is off and the whole contractual structure around it, sponsor and target voting support included, fell away with it. The report states no reason for the termination, no termination fee, no expense allocation and nothing about the trust or the Company's remaining time to complete a business combination.

  • 4259 June 20260001213900-26-066835opens on sec.gov in a new tab
  • 4255 June 20260001213900-26-065794opens on sec.gov in a new tab
  • 42519 May 20260001213900-26-059109opens on sec.gov in a new tab
  • S-4/A18 May 20260001213900-26-058177opens on sec.gov in a new tab

    What changed: FACT II Acquisition Corp. filed Amendment No. 2 to its Form S-4 (Registration No. 333-292541), preliminary proxy statement/prospectus subject to completion dated May 18, 2026. There is no explanatory note naming what changed. The document states: a Business Combination Agreement and Plan of Merger dated November 26, 2025 among FACT, FACT II Acquisition LLC (Sponsor HoldCo), Patriot Merger Subsidiary, Inc. and Precision Aerospace Defense Group, Inc. ('PAD', a Florida corporation), AS AMENDED BY AMENDMENT NO. 1 THERETO DATED MAY 17, 2026 — the day before this filing. Why it matters: Two things are fixed here that were not fixed by a blank: the registered securities — 40,759,791 shares and 8,750,000 warrants — which cap the equity and warrant overhang the combined company can issue under this registration, and the existence of an Amendment No. 1 to the business combination agreement dated May 17, 2026, one day before this filing. What that amendment altered is not stated in this document; only its existence and date are. No meeting date and no redemption deadline are set by this version.

    outside date, minimum cash conditionnothing moved · 2 with no prior record of ours
    Outside date
    not previously extracted2026-06-30

    SpacBrain reads this as the agreement may be terminated from 2026-06-30.

    The clause …“PAD’s Chief Executive Officer and Chief Financial Officer, (v) extended the Outside Date from March 31, 2026 to June 30, 2026, and (vi) revise certain definitions to address the fact that the holders of PAD Series D Preferred Stock”…

    Minimum cash condition
    $75.0M · unchanged

    The clause …“thereby. (10) Assumes that new shares pursuant to meeting the FACT Minimum Cash Amount of $75.0 million will be issued at $10.0 per share pursuant to the Financings. (11) Consists of shares issuable to Brad Bowder (owner of”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

  • SCHEDULE 13G/A15 May 20260001346554-26-000037opens on sec.gov in a new tab
  • 10-Q11 May 20260001213900-26-054586opens on sec.gov in a new tab
    What changed vs 2025-11-12trust $182.1M → $185.3M +2%deadline 2026-05-27 → 2026-11-27
    trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
    Trust account
    $182.1M$185.3M

    SpacBrain reads this as $3,271,734 was added to the trust between the two filings.

    The clause “44,791 Prepaid expenses 68,065 92,600 Total current assets 480,974 637,391 Cash held in Trust Account 185,334,240 183,785,456 TOTAL ASSETS $ 185,815,214 $ 184,422,847 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…

    Combination deadline
    2026-05-272026-11-27

    SpacBrain reads this as 184 days later than the previous record.

    The clause …“units. Nonetheless, the mandatory liquidation date, should our initial business combination not occur by November 27, 2026, and the potential subsequent dissolution raise substantial doubt about our ability to continue as a going”…

    Going-concern doubt
    stated · unchanged

    The clause …“intercompany balances and transactions have been eliminated in consolidation. Going Concern In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, “Presentation of”…

    Redeemable shares
    17.5M · unchanged

    The clause “8,125 issued and outstanding at March 31, 2026 and December 31, 2025 (excluding 17,500,000 shares subject to possible redemption) 99 99 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,833,333 shares issued and”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

  • 4257 May 20260001213900-26-053071opens on sec.gov in a new tab
  • 42516 April 20260001213900-26-044648opens on sec.gov in a new tab
  • S-4/A16 April 20260001213900-26-044183opens on sec.gov in a new tab

    What changed: Amendment No. 1 to FACT II Acquisition Corp.'s Form S-4 (Reg. No. 333-292541), with a proxy statement/prospectus subject to completion dated April 15, 2026 and no explanatory note naming the change. It registers 40,759,791 shares of common stock and 8,750,000 warrants. The FACT board unanimously approved the Business Combination Agreement and Plan of Merger dated November 26, 2025 among FACT, a Cayman Islands exempted company, FACT II Acquisition LLC, a Cayman Islands limited liability company, Patriot Merger Subsidiary, Inc. and Precision Aerospace Defense Group, Inc. Why it matters: The dilution ceiling — 40,759,791 shares and 8,750,000 warrants — is fixed here, so a holder can size the maximum equity and warrant overhang even though no vote date is set. This version describes the November 26, 2025 agreement as it stands with no amendments recorded against it. No meeting date and no redemption deadline are established.

    minimum cash conditionnothing moved · 1 with no prior record of ours
    Minimum cash condition
    $75.0M · unchanged

    The clause …“of $75.0 million. (12) Assumes that new shares pursuant to meeting the FACT Minimum Cash Amount of $75.0 million will be issued at $10.00 per share. 157 Table of Contents The following table presents pro forma ownership of New PAD”…

    Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

The record

The reference detail — how the shares were structured at listing, how thinly they trade, and where the company is registered.

Show the reference detail

Unit structure

Cash in trust at IPO$10.05

That was the figure at listing. It is $10.68 a share today — interest on the account, plus any sponsor payments made to extend the deadline, spread over the shares that never cashed out.

from 424B4 0001213900-24-102941

Unit quote (FACTU)$11.15

as of 10 September 2026

Trading & liquidity

Average daily volume (20d)10K
Average daily $ volume$108K

Thin book — limit orders only; a position can be hard to exit outside a redemption window.

Range over the bars held$10.66 – $10.71
Total cash in trust$186.9M

Company profile

Industry (SIC)Aircraft Parts & Auxiliary Equipment, NEC (3728)
Registered inthe Cayman Islands
Exchange · CIKNasdaq · 0002028935

All filings on EDGARopens on sec.gov in a new tab

Directors & officers

Institutional holders

from SC 13G/13D

Funds that have declared a stake above 5%. Heavy ownership by arbitrage funds usually means heavy cash-outs at the next vote.

Show the declared stakes

17 filers with a stake on file · 7 re-affirmed in the last 12 months. A stake with no amendment since is the filer’s last word on it, not proof it is still held — and percentages filed in different years are percentages of different floats, because this vehicle’s share count collapses at every redemption.

One line per filer, not per reporting person: a joint schedule names the management company, its funds and often the individual who controls them, and all of them report the same shares. Click a name for that filer’s whole footprint across every SPAC it has declared a stake in.

News

company wires and the financial press

Reporting we have matched to this ticker. Headlines belong to the outlets that wrote them.

Show the headlines
4 social posts mention this ticker — unverified retail chatter, not reporting

Sources on file

harvested pages, kept in full

Every public page we have read about this company, stored in full so a source can never go missing.

Show the sources

33 full SEC filing texts archived — searchable, never lost.

In plain English

tap a term to open it

Every piece of jargon this page could have used, and what it actually means.

Open the plain-English guide
No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Redemption deadlinethe last day to hand shares back for cash

Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.

Broker action datethe day your broker needs the instruction — earlier than the official date

Brokers batch redemption instructions to the transfer agent, so the practical cutoff is roughly two business days before the published deadline. This is the date that actually costs people the floor.

Cash in trust / trust per sharethe cash the company is holding for each public share

Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.

Trust discountbuying below the cash held for you

Only meaningful while a redemption right exists. On a floorless name the same arithmetic is not a discount, it is the market pricing distress, and this product will not call it a yield.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

ARShow much upside you get per unit of downside

SpacBrain's asymmetric-return score. It is deterministic — the same inputs always produce the same number — and it is capped, not zeroed, when the floor is gone.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.

Accession numberthe SEC's unique id for one filing

Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.

Accreted NAV (estimate)the last filed cash figure, plus the interest it should have earned since

A model, not a filing: last filed value compounded at the 3-month T-bill for the days elapsed. Always shown in italic with the word estimate, and never printed beside a filed number without it.

Ask the brain

from its filings
Data provenance & audit trail6 internal entries

Written by SpacBrain’s data agents whenever a figure is captured, corrected or flagged, and kept verbatim so every number on this page can be traced back to the filing that states it. This is a running log, not the current record: an early entry may be superseded by a later correction — the panels above always hold the current values.

FACT — company record
GREENSHOE FIX2026-08-13

ipoSizeM NULL->175: 17,500,000 units; over-allotment option EXPIRED UNEXERCISED 2025-01-10 (acc 0001213900-24-103580)

SPONSOR-ID2026-08-14

sponsor "FACT II Acquisition LLC" (SEC CIK 0002042662) sourced from Form 3 reportingOwner (10% owner) acc 0001213900-24-102388.

TRUST-BLITZ2026-08-14

trust/share $10.68 from 10-Q acc 0001213900-26-088335 as of 2026-06-30

SECURITY-TERMS-MINED2026-08-19

warrantStrike=11.5, unitSeparationDays=52 from the definitive prospectus (0001213900-24-102941). NOT FILLED: warrantCallPrice — no stated candidate; rightShareRatio — no stated candidate

Deal — Precision Aerospace & Defense Group, Inc.
NEW-SPAC2026-08-13

Definitive: BCA 2025-11-26 (amended 2026-01-06 & 2026-05-17); FACT domesticates Cayman→Delaware, Merger Sub merges into PAD; combined co renamed "Precision Aerospace & Defense Group, Inc." (New PAD). Pro-forma equity value of PAD ~$133M; enterprise value $317M. S-4 (333-292541), Amendment No.2 filed 2026-05-18. Accession 0001213900-26-058177.

EVENT-BLITZ2026-08-13

BCA TERMINATED 2026-07-16 per 8-K item 1.02 (0001213900-26-080046, press release 7/21). DB Deal.status still ANNOUNCED — flagged for owner to update.

Also listed inTerminations & liquidations
Back to the screenerVault note