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Precision Aerospace & Defense Group, Inc cancelled the acquisition of FACT II Acquisition Corp (NasdaqGM:FACT) from group of shareholders in a reverse merger transaction.
Precision Aerospace & Defense Group, Inc executed letter of intent to acquire FACT II Acquisition Corp (NasdaqGM:FACT) from group of shareholders in a reverse merger transaction on July 15, 2025. Precision Aerospace & Defense Group, Inc. agreed to acquire FACT II Acquisition Corp from group of shareholders in a reverse merger transaction on November 26, 2025. Precision Aerospace & Defense has entered into a non-binding indicative term sheet with BC Partners relating to a potential credit facility and equity financing of up to an anticipated aggregate amount of $80 million Upon closing of the proposed business combination, the combined company will operate under the name Precision Aerospace & Defense Group, Inc. and the combined company’s common stock and warrants are anticipated to be listed on the Nasdaq Stock Market under the ticker symbols PAD and PADWW. Precision Aerospace & Defense Group current shareholders are expected to own approximately 59% of the combined company’s outstanding shares.
The combined company’s board of directors will include, among others, certain current directors of PAD, one designee by FACT’s sponsor, and independent directors with relevant industry experience. Brent Borden remaining as Chief Executive Officer. The combined company will remain headquartered in Overland Park, Kansas, and PAD’s seasoned executive team will continue to lead day-to-day operations.
The transaction is subject to approval by regulatory board, approval of offer by acquirer shareholders, approval of offer by target shareholders, effectiveness of registration statement, all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, with respect to the transactions having expired or been terminated, listing approvals, and other customary closing conditions. The transaction is expected to close during the second quarter of 2026. As of May 19, 2026, Precision Aerospace & Defense Group, Inc. and FACT II Acquisition Corp. have publicly filed an amended registration statement on Form S-4 with the U.S. Securities and Exchange Commission in connection with their proposed business combination.
BTIG, LLC acted as financial advisor for Precision Aerospace & Defense Group, Inc. Cohen & Company Capital Markets, LLC acted as financial advisor for FACT II Acquisition Corp. Adam Gishen, Brandon Bortner, Joseph Swanson, Gil Savir of Paul Hastings LLP acted as legal advisor for FACT II Acquisition Corp. Brent Borden of Lucosky Brookman LLP acted as legal advisor for Precision Aerospace & Defense Group, Inc. Cohen & Company Capital Markets and Seaport Global Securities LLC are acting as capital markets advisors to FACT. Ellenoff Grossman & Schole LLP is acting as legal counsel to BTIG, LLC. Odyssey Transfer and Trust Company acted as transfer agent to FACT II Acquisition Corp. EntrepreneurShares LLC acted as financial advisor, fairness opinion provider to FACT II Acquisition Corp, will receive a fee of $0.065 for opinion rendered and $0.01 for advisory services. Sodali & Co. acted as proxy solicitor and will receive a fee of $0.0225 million.
Precision Aerospace & Defense Group, Inc cancelled the acquisition of FACT II Acquisition Corp (NasdaqGM:FACT) from group of shareholders in a reverse merger transaction on July 21, 2026. Unfortunately, the unforeseen circumstances affecting a key subsidiary acquisition materially altered the transaction that FACT II had agreed to pursue, leaving the parties with no alternative but to discontinue the proposed business combination.