FACTHIGH SIGNALOPERATIONAL10-K

FACT has entered into a definitive Business Combination Agreement to acquire Precision Aerospace Defense Group, Inc. (PAD) through a merger transaction that will involve domesticating as a Delaware corporation.

This represents a major milestone for the SPAC as it transitions from searching for a target to executing a definitive business combination with an aerospace and defense company. The agreement includes specific structural elements like domestication and merger mechanics, indicating the deal is moving toward completion and will fundamentally transform FACT's business operations.

Comparing 2026-03-13 vs 2025-03-27View on EDGAR →
FINANCIAL ANALYSIS

The financial picture shows mixed signals with net income dramatically improving from -$72K to $5.0M, but this appears offset by deteriorating operational metrics including doubled operating losses (-$1.1M to -$2.2M) and tripled operating cash flow losses (-$305K to -$903K). The balance sheet weakened significantly with current assets declining 59% to $637K, stockholders equity becoming more negative (-$6.4M to -$8.5M), and total liabilities increasing 15% to $9.2M, suggesting mounting costs and cash burn as the SPAC progresses toward its business combination.

FINANCIAL STATEMENT CHANGES
Net Income
P&L
+7079.4%
-$72K→$5.0M

Net income grew 7079.4% — bottom-line growth signals improving overall business health.

Operating Cash Flow
Cash Flow
-196%
-$305K→-$903K

Operating cash flow fell 196% — earnings quality concerns; investigate working capital changes and non-cash items.

Operating Income
P&L
-106%
-$1.1M→-$2.2M

Operating income deteriorated sharply — investigate whether driven by one-time charges or structural cost issues.

Current Liabilities
Balance Sheet
-81.1%
$124K→$24K

Current liabilities reduced — improved short-term financial position and working capital health.

Current Assets
Balance Sheet
-58.7%
$1.5M→$637K

Current assets declined 58.7% — monitor working capital adequacy and short-term liquidity.

Stockholders Equity
Balance Sheet
-34.2%
-$6.4M→-$8.5M

Equity declined sharply — large losses, buybacks, or write-downs reducing book value significantly.

Total Liabilities
Balance Sheet
+14.9%
$8.0M→$9.2M

Liabilities increased 14.9% — monitor debt-to-equity ratio and interest coverage.

LANGUAGE CHANGES
NEW — 2026-03-13
PRIOR — 2025-03-27
ADDED
As of March 12, 2026 there were 18,488,125 shares of the Registrant's Class A ordinary shares, $0.0001 par value, and 5,833,333 of the Registrant s Class B ordinary shares, $0.0001 par value, issued and outstanding.
(subsequently renamed SunPower Inc.) (Nasdaq: SPWR) in July 2023.
The Proposed Business Combination Business Combination Agreement On November 26, 2025, we entered into a Business Combination Agreement (the Business Combination Agreement ) by and among us, FACT II Acquisition LLC, a Cayman Islands limited liability company ( Sponsor HoldCo ), Patriot Merger Subsidiary, Inc., a Florida corporation and our direct, wholly-owned subsidiary ( Merger Sub ) and Precision Aerospace Defense Group, Inc., a Florida corporation ( PAD ).
The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein: (i) we will domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and Part XII of the Companies Act (As Revised) of the Cayman Islands (the Domestication ); and (ii) following the Domestication, Merger Sub will merge with and into PAD with PAD surviving the merger as our wholly-owned subsidiary (the Merger ), in accordance with the Business Combination Agreement and the Florida Business Corporation Act.
It is anticipated that PAD will continue its corporate existence under its current name and is referred to herein as New PAD as of the time following the Merger.
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REMOVED
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.
Accordingly, there was no market value for the Registrant's securities as of such date.
The aggregate market value of the Registrant s Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the Registrant, computed by reference to the closing price of the Registrant's Class A ordinary shares on December 31, 2024, as reported on The Nasdaq Global Market, was $ 175,458,938 .
As of March 25, 2025 there were 18,488,125 shares of the Registrant's Class A ordinary shares, $0.0001 par value, and 5,833,333 of the Registrant's Class B ordinary shares, $0.0001 par value, issued and outstanding.
ii PART I References in this Annual Report to: amended and restated memorandum and articles of association are to our amended and restated memorandum and articles of association in effect upon the completion of our initial public offering; CCM are to Cohen Company Capital Markets, a division of J.V.B.
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