FACT
Industry:
Capital Markets

DESCRIPTION

Freedom Acquisition Holdings Corp. II (FACT II) is a special purpose acquisition company (SPAC) — a publicly traded shell company with no operations, revenue, or products. Its sole purpose is to identify, acquire, and merge with a private company, taking that company public in the process. FACT II raised approximately $177.5M through its IPO in November 2024, and holds those proceeds in a trust account while it searches for a target. FACT II has already identified a target: on November 26, 2025, it signed a Business Combination Agreement with Precision Aerospace & Defense Group (PAD), a Florida-based aerospace and defense company. If the deal closes, PAD will become a wholly-owned subsidiary of FACT II. The deal requires a minimum of $75M in cash available at closing, and must close by March 31, 2026. FACT II's sponsors profit primarily through "founder shares" — shares purchased at a nominal price that convert into equity in the post-merger company. Public shareholders can redeem their shares at approximately $10.05 per share if they choose not to participate in the deal. If FACT II fails to close a deal within its 24-month window, it liquidates and returns trust proceeds to public shareholders, while sponsors lose their entire investment. FACT II's management team, led by Adam Gishen, focuses on financial services, technology-enabled businesses, and complex operations across both mature and emerging markets.

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