FACT II Acquisition Corp. has terminated its previously announced Business Combination Agreement with Precision Aerospace & Defense Group, Inc. The decision follows unforeseen circumstances affecting a key subsidiary acquisition, which materially altered the transaction structure. Despite securing multiple financing proposals on favorable market terms that exceeded the minimum cash condition of $75 million, the parties determined that discontinuing the proposed business combination was the only viable alternative.

Adam Gishen, Chief Executive Officer of FACT II, stated that the company worked diligently to assemble the required capital and was pleased with the financing proposals received. However, the issues surrounding the subsidiary acquisition left the parties with no choice but to halt the process. FACT II expressed gratitude to Precision Aerospace & Defense Group and its advisers for their time and effort throughout the transaction process.

Strategic Outlook

FACT II will continue to evaluate alternative business combination opportunities in accordance with its governing documents. The company remains focused on identifying opportunities where a combination of capital, talent, and network will drive value for stakeholders. FACT II’s strategy leverages its management team’s experience to improve profitability and demonstrate growth across mature and emerging markets.

Corporate Profile

FACT II is a special purpose acquisition company formed in 2024 and headquartered in New York, New York. In November 2024, the company raised $175 million in gross proceeds through its initial public offering. Its units, Class A ordinary shares, and warrants are listed on the Nasdaq Global Market under the tickers FACTU, FACT, and FACTW, respectively.

Additional information regarding the termination will be provided in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission.