FACT II Acquisition Corp. Terminates Business Combination with PAD

What Happened

• FACT II Acquisition Corp. (FACT) filed an 8-K on July 21, 2026 announcing that it terminated the Business Combination Agreement with Precision Aerospace & Defense Group, Inc. (PAD). The agreement was originally signed November 26, 2025 and amended May 17, 2026; the termination took effect July 16, 2026.
• As a result of the termination, related support arrangements — including the Sponsor Support Agreement (entered November 26, 2025) and PAD Support Agreements (entered January 6 and January 19, 2026) — also terminated in accordance with their terms. FACT furnished a press release about the termination as Exhibit 99.1 to the 8-K.

Key Details

• Business Combination Agreement signed: November 26, 2025; amended May 17, 2026; terminated July 16, 2026.
• Sponsor support agreement (FACT II Acquisition LLC with FACT and PAD) terminated upon the deal's termination.
• PAD Support Agreements with PAD stockholders dated January 6, 2026 and January 19, 2026 terminated as well.
• 8-K filed with the SEC on July 21, 2026; press release furnished as Exhibit 99.1.

Why It Matters

• The termination means the proposed merger/acquisition between FACT (a SPAC) and PAD will not proceed under the previously agreed terms, and the formal support commitments tied to that deal are no longer in effect. Investors should note that FACT remains a publicly listed shell seeking a business combination and any prior expectations tied to this transaction are concluded.
• Retail investors may want to review the company’s press release and future disclosures for information on next steps, potential return of funds/redemptions (if applicable), or a new transaction plan.