FACTUHIGH SIGNALFINANCIAL10-K

FACTU has entered into a definitive business combination agreement to acquire Precision Aerospace Defense Group (PAD) while experiencing a substantial decline in current assets and deteriorating equity position.

The company is transitioning from a blank check entity seeking targets to executing a specific merger with PAD, which will involve domesticating from Cayman Islands to Delaware and making PAD a wholly-owned subsidiary. This represents the culmination of the SPAC's investment process, though the timing coincides with concerning financial deterioration that investors should monitor closely through closing.

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

The balance sheet shows meaningful stress with current assets declining substantially to $637K and stockholders' equity deteriorating further into negative territory at -$8.5M. While current liabilities decreased significantly to $24K, total liabilities grew to $9.2M, suggesting the company may be facing liquidity pressures as it approaches the business combination closing. The financial position appears increasingly strained ahead of this critical transaction milestone.

FINANCIAL STATEMENT CHANGES
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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