FACT II Acquisition Corp

What they do

FACT II Acquisition Corp. is a blank check company incorporated on June 19, 2024 as a Cayman Islands exempted company, formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. It has generated no revenues to date and does not expect operating revenues until it consummates an initial business combination, at the earliest. Its sponsor is FACT II Acquisition Parent LLC, established by Adam Gishen, Min Lee, Richard Nespola, Jr. and Joseph Wagman. Executive offices are at 14 Wall Street, 20th Floor, New York, New York.

Revenue drivers

• No operating revenue — The company has generated no revenues to date and does not expect operating revenues until it consummates an initial business combination, at the earliest.
• Trust account interest income — As a blank check company, its only reported income source is interest earned on the IPO proceeds held in the trust account, which supports the $5.0M of net income reported for 2025.
• Future target business — Any future revenue would come from the business it acquires; the terminated target was Precision Aerospace & Defense Group, Inc., a Florida corporation.

Recent performance

For 2025, the company reported net income of $5.0M, driven by non-operating items such as trust account interest rather than operations, since it has no revenue. Operating cash flow for 2025 was negative $903,130. At June 30, 2026, total assets were $187.1M, total liabilities were $10.0M, shareholder equity was negative $9.7M, and cash and equivalents were only $170,477. The negative equity position reflects the accounting treatment of the trust account and public shares rather than an operating business. No operating results exist to evaluate because the company has no commercial operations.

Strategy

The company's stated strategy is to identify opportunities where a combination of capital, talent and network will improve the customer experience and drive value for all stakeholders. It intends to leverage its management team's network across public and private companies and large financial sponsors, with access to mature markets in the U.S. and Europe and emerging markets in Asia, Latin America and Africa. On November 26, 2025, it entered into a business combination agreement with Precision Aerospace & Defense Group, Inc., amended May 17, 2026, which contemplated a Delaware domestication and a merger of its subsidiary into PAD. On July 16, 2026, that agreement was terminated with no termination fee payable, and the related support agreements also terminated. Following the termination, the company says it intends to continue to identify and evaluate opportunities to consummate an initial business combination, and it must complete an initial business combination within the required time period.

Risks

• Failed PAD transaction — The PAD business combination agreement was terminated on July 16, 2026, and the company may incur substantial costs associated with the failed transaction while facing difficulty finding a new target or financing.
• No operating history or revenue — The company has no operating history and no revenues, so investors have no basis on which to evaluate its ability to achieve its business objective.
• Liquidation deadline risk — If it cannot complete a business combination with a new target by the end of any extension period, it would cease all operations except winding up, redeem its public shares and liquidate.
• Redemption pressure on deal attractiveness — The ability of public shareholders to redeem their shares for cash may make the company's financial condition unattractive to potential targets, making it difficult to enter into a business combination.

Outlook

Management states that, following the termination of the PAD business combination agreement, it intends to continue to identify and evaluate opportunities to consummate an initial business combination. The company must complete an initial business combination within the required time period or face winding up and liquidation. It expects to continue to incur significant costs in the pursuit of its acquisition plans. No revenue is expected until a business combination is consummated, at the earliest.