FACT SEC filings, in plain English
Everything FACT II Acquisition Corp. has filed with the SEC that we hold — 40 filings, newest first, 5 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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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
- Mandate language
- not previously extractedwe are focusing our search on a target in an industry where …
- Combination deadline
- 2026-11-27 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.5M · unchanged
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”…
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”…
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”…
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.
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.
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
- Minimum cash condition
- $75.0M · unchanged
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”…
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.
- 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
- Combination deadline
- 2026-05-272026-11-27
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.5M · unchanged
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”…
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”…
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”…
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.
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.
minimum cash conditionnothing moved · 1 with no prior record of ours
- Minimum cash condition
- not previously extracted$75.0M
SpacBrain reads this as the min-cash condition binds at $75,000,000.
The clause …“into the business. The main sources of that capital coming in, we have a minimum cash condition of $75 million. So that's a minimum equity raise as part of this De-SPAC transaction of $75 million. And then we have a very neat”…
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.
- What changed vs 2025-03-27trust $176.6M → $183.8M +4%
trust account, combination deadline, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $176.6M$183.8M
- Combination deadline
- not previously extracted2026-05-27
- Going-concern doubt
- stated · unchanged
- Mandate language
- we may pursue an initial business combination opportunity in…not matched in this filing
- Redeemable shares
- 17.5M · unchanged
SpacBrain reads this as $7,188,186 was added to the trust between the two filings.
The clause …“assets and liabilities of $774,796. As of December 31, 2025, we had cash held in the Trust Account of $183,785,456. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing”…
The clause …“unable to raise additional funds to alleviate liquidity needs and complete a business combination by May 27, 2026, then the Company will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and”…
The clause …“combination may not be successful. These factors, among others, may increase substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any”…
The clause …“988,125 issued and outstanding at December 31, 2025 and 2024 (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 and 6,708,333”…
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.
What changed: The original Form S-4 of FACT II Acquisition Corp., a Cayman Islands exempted company, with a preliminary proxy statement/prospectus dated December 31, 2025. It registers 40,759,791 shares of common stock and 8,750,000 warrants of FACT after its domestication as a Delaware corporation, the continuing entity to be renamed Precision Aerospace Defense Group, Inc. The Business Combination Agreement and Plan of Merger is dated November 26, 2025 among FACT, FACT II Acquisition LLC, Patriot Merger Subsidiary, Inc. and Precision Aerospace Defense Group, Inc., both Florida corporations. Why it matters: 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.
- What changed vs 2025-08-13trust $180.2M → $182.1M +1%
trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $180.2M$182.1M
- Combination deadline
- 2026-05-27 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 17.5M · unchanged
SpacBrain reads this as $1,860,391 was added to the trust between the two filings.
The clause “3 Total current assets 1,114,959 1,543,754 Prepaid insurance 13,458 77,208 Cash held in Trust Account 182,062,506 176,597,270 TOTAL ASSETS $ 183,190,923 $ 178,218,232 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
The clause …“business combination. Nonetheless, the mandatory liquidation date, should a Business Combination not occur by May 27, 2026, and the potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a”…
The clause …“assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” and through the consummation of the IPO, the Company has sufficient funds for the working capital needs of the Company until a minimum of one”…
The clause “5 issued and outstanding at September 30, 2025 and December 31, 2024 (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 and 6,708,333”…
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.
- What changed vs 2025-05-14trust $178.4M → $180.2M +1%going concern APPEARED
trust account, going-concern doubt, combination deadline +12 moved · 2 with no prior record of ours
- Trust account
- $178.4M$180.2M
- Going-concern doubt
- not statedstated
- Combination deadline
- not previously extracted2026-05-27
- Redeemable shares
- 17.5M · unchanged
SpacBrain reads this as $1,819,161 was added to the trust between the two filings.
The clause “3 Total current assets 1,220,298 1,543,754 Prepaid insurance 34,708 77,208 Cash held in Trust Account 180,202,115 176,597,270 TOTAL ASSETS $ 181,457,121 $ 178,218,232 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND”…
SpacBrain reads this as the substantial-doubt sentence is in this filing and not in the previous one.
The clause …“assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” and through the consummation of the IPO, the Company has sufficient funds for the working capital needs of the Company until a minimum of one”…
The clause …“business combination. Nonetheless, the mandatory liquidation date, should a Business Combination not occur by May 27, 2026, and the potential subsequent dissolution raise substantial doubt about the Company’s ability to continue as a”…
The clause “88,125 issued and outstanding at June 30, 2025 and December 31, 2024 (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 and 6,708,333”…
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.
In plain English
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.
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.
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.