Precision Aerospace & Defense Group, Inc. and FACT II Acquisition Corp. File Amended Registration Statement on Form S-4 in Connection with Proposed Business Combination
Rhea-AI Summary
Precision Aerospace & Defense Group and FACT II Acquisition Corp (NASDAQ: FACT) filed an amended Form S-4 with the SEC for their proposed business combination. The filing adds updated financial and other material information to the transaction first announced December 1, 2025.
PAD reports increased backlog, additional customers, growing engineering & sustainment demand tied to GE Aerospace, Boeing and ProEnergy, and expanding non-destructive testing work for space programs. After closing, the combined company is expected to be named Precision Aerospace & Defense Group and its common stock and warrants are anticipated to trade on the New York Stock Exchange, subject to shareholder, regulatory and listing approvals and customary conditions.
AI-generated analysis. Not financial advice.
Positive
- Amended Form S-4 filed with SEC, advancing proposed business combination process
- PAD reports increased backlog and additional customers across its end markets
- Engineering and sustainment backlog driven by GE Aerospace, Boeing and ProEnergy programs
- Expanding non-destructive testing work supporting multiple developing space companies
- Diversified platform across engineering, sustainment, precision manufacturing and advanced non-destructive testing
- Post-closing, common stock and warrants anticipated to trade on New York Stock Exchange
Negative
- Business combination closing remains subject to FACT shareholder, regulatory and listing approvals
- Transaction also conditioned on other customary closing conditions, creating timing and completion uncertainty
Key Figures
Market Reality Check
Peers on Argus
No peers in the listed sector showed momentum flags; today’s move in FACT appears stock-specific around the amended Form S‑4 business combination update.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Apr 16 | Amended S-4 filing | Positive | +0.4% | Updated S-4 with refreshed PAD financials and backlog ahead of business combination. |
| Feb 24 | Investor Day reschedule | Neutral | +0.0% | Rescheduled PAD Investor Day to March 12, 2026 due to a winter storm. |
| Feb 9 | Investor Day announcement | Positive | -0.2% | Announced in-person and webcast Investor Day detailing strategy and financial profile. |
| Dec 1 | Business combination deal | Positive | +0.1% | Announced definitive agreement for PAD to combine with FACT and list as PAD. |
News related to the PAD business combination has historically produced small, mostly positive or flat moves, suggesting incremental reactions rather than sharp re-pricings.
Over the past six months, FACT’s news flow has centered on its proposed business combination with Precision Aerospace & Defense Group. The initial deal announcement on Dec 1, 2025 introduced a SPAC merger structure and implied valuation. Subsequent items – notably the Investor Day scheduling in February 2026 and amended Form S-4 filings on Apr 16, 2026 – updated investors on disclosures, backlog growth, and marketing efforts. Price reactions around these updates have been modest, indicating a relatively stable market view as the transaction progresses through regulatory and shareholder steps.
Market Pulse Summary
This announcement details another amended Form S‑4, reinforcing that the PAD–FACT business combination remains in process with updated disclosures. Historical news shows a consistent focus on this transaction since Dec 1, 2025, including Investor Day events and additional S‑4 amendments. Investors may monitor progress toward required shareholder, regulatory, and listing approvals, as well as how projected 2026 revenue and EBITDA figures evolve alongside backlog, customer additions, and minimum cash conditions.
Key Terms
registration statement regulatory
form s‑4 regulatory
special purpose acquisition company financial
non-destructive testing technical
warrants financial
as9100 technical
itar regulatory
AI-generated analysis. Not financial advice.
Overland Park, KS and New York, NY, May 19, 2026 (GLOBE NEWSWIRE) -- Precision Aerospace & Defense Group, Inc. (“PAD”), a high-growth aerospace & defense engineering and manufacturing company, and FACT II Acquisition Corp. (“FACT”) (NASDAQ: FACT), a special purpose acquisition company, today announced that they have publicly filed an amended registration statement on Form S‑4 with the U.S. Securities and Exchange Commission (the “SEC”) in connection with their proposed business combination (the “Business Combination”).
The amended filing includes updated financial information and additional material information related to the proposed transaction announced on December 1, 2025.
Transaction Update
PAD continues to demonstrate operational momentum across its aerospace and defense platform, reinforcing the company’s positioning and long-term growth outlook.
- Backlog and demand: PAD has experienced increased backlog and obtained additional customers, reinforcing confidence in demand across its end markets.
- Investor Day in New York : PAD and FACT hosted an Investor Day on March 12, 2026, presenting market trends, business model details, strategic priorities and financial targets, with webcast and presentation materials made available through PAD’s investor page.
- Non-destructive testing momentum tied to space programs: PAD highlighted its proprietary phased array processes and customized inspection solutions developed for a leading space exploration company and expanded its collaboration with other developing space companies.
- Engineering & sustainment demand continues to build: PAD had notable engineering & sustainment backlog, driven by growth tied to GE Aerospace, Boeing and ProEnergy programs.
PAD has built a diversified platform spanning engineering & sustainment, precision manufacturing and advanced non-destructive testing, servicing aerospace, defense, commercial aviation and space customers through multiple AS9100 certified and ITAR registered U.S. facilities.
Upon closing of the proposed Business Combination, the combined company will be named Precision Aerospace & Defense Group, Inc., with its common stock and warrants anticipated to trade on the New York Stock Exchange. The proposed transaction remains subject to FACT shareholder approvals, applicable regulatory and listing approvals, and other customary closing conditions.
About Precision Aerospace & Defense Group, Inc.
Precision Aerospace & Defense Group, Inc. is a leading engineering and manufacturing solutions provider specializing in high-precision components, testing solutions, and sustainment services for the aerospace, defense, and space industries. PAD’s family of companies offers a vertically integrated platform with capabilities spanning advanced engineering design, reverse engineering and modernization of legacy systems, precision manufacturing and assembly, and non-destructive testing. Key end markets include military aerospace (sustainment of legacy aircraft and development of next-generation systems), commercial aviation, space launch and satellite infrastructure, and other defense platforms. PAD operates multiple AS9100-certified and ITAR-registered facilities across the United States, strategically located near major aerospace hubs and military installations. Founded in 2016 and headquartered in Overland Park, Kansas, PAD has grown rapidly through organic initiatives and a targeted acquisition strategy, building a blue-chip customer base of leading Primes, OEMs, tier 1 suppliers, and the U.S. Department of War. PAD’s mission is to deliver mission-critical solutions with uncompromising quality and reliability, enabling its customers to succeed in the most demanding environments.
About FACT II Acquisition Corp.
FACT II Acquisition Corp. is a special purpose acquisition company formed in 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Headquartered in New York, New York, FACT is led by Chief Executive Officer Adam Gishen, who, alongside FACT’s leadership team, has decades of experience in global finance, investor relations, and capital markets. In November 2024, FACT raised
Additional Information and Where to Find It
This press release relates to the proposed Business Combination. FACT and PAD have filed a registration statement on Form S-4, as amended by Amendment Nos.1 and 2 (collectively, the “Registration Statement”) with the SEC in connection with the proposed Business Combination, which includes a preliminary proxy statement for the solicitation of FACT shareholder approval and a preliminary prospectus for the offer and sale of FACT securities in the proposed Business Combination, and other relevant documents with the SEC to be used at its extraordinary general meeting of shareholders to approve the proposed Business Combination. Promptly after the Registration Statement is declared effective, the proxy statement will be mailed to shareholders as of a record date to be established for voting on the proposed Business Combination. INVESTORS AND SECURITY HOLDERS OF FACT AND PAD ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT, PROSPECTUS AND OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders will be able to obtain free copies of the Registration Statement, proxy statement, prospectus and other documents containing important information about FACT and PAD as such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.
Participants in the Solicitation
FACT, PAD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from FACT’s shareholders in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination are contained in the Registration Statement, which includes the preliminary proxy statement/prospectus pertaining to the proposed Business Combination, available at www.sec.gov.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of applicable U.S. securities laws. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements may include, but are not limited to: statements regarding estimates and forecasts of other financial and performance metrics and projections of market opportunity and market share; expectations regarding PAD’s ability to execute its business model and the expected financial benefits of such model; PAD’s expectations concerning relationships with strategic partners, suppliers, governments, state-funded entities, regulatory bodies and other third parties; future ventures or investments in companies, products, services or technologies; the potential for PAD to increase in value; the satisfaction of the closing conditions of the proposed Business Combination and any other transaction related thereto; expectations relating to the proposed Business Combination and any other transaction related thereto; and the timing of the closing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of PAD’s and FACT’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by an investor as a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from assumptions. Many actual events and circumstances are beyond the control of PAD and FACT.
These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause PAD’s or FACT’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that PAD is pursuing an emerging technology, faces significant technical challenges and may not achieve commercialization or market acceptance; PAD’s limited operating history; PAD’s expectations regarding future financial performance, capital requirements and unit economics; PAD’s expectations regarding the timing of the closing of current acquisition transactions and the performance, including expected backlog, of PAD’s acquisition targets, if such acquisitions are successfully consummated; PAD’s use and reporting of business and operational metrics; PAD’s competitive landscape; PAD’s dependence on members of its senior management and its ability to attract and retain qualified personnel; PAD’s concentration of revenue in contracts with government or state-funded entities; the potential need for additional future financing; PAD’s ability to manage growth and expand its operations; potential future acquisitions or investments in companies, products, services or technologies; PAD’s reliance on strategic partners and other third parties; PAD’s ability to maintain, protect and defend its intellectual property rights; risks associated with privacy, data protection or cybersecurity incidents and related regulations; the use, rate of adoption and regulation of artificial intelligence and machine learning; uncertainty or changes with respect to laws and regulations; uncertainty or changes with respect to taxes, trade conditions and the macroeconomic environment; the combined company’s ability to maintain internal control over financial reporting and operate as a public company; changes in market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed Business Combination or any other transaction related to the proposed Business Combination, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions (such as any statements or enforcements or other actions relating to special purpose acquisition companies by the SEC) that could adversely affect the combined company or the expected benefits of the proposed Business Combination or any other transaction related to the proposed Business Combination; the risk that the approval of the shareholders of FACT or PAD or any other condition to the closing of the proposed Business Combination is not obtained; failure to realize the anticipated benefits of the proposed Business Combination or any other transaction related to the proposed Business Combination; risks relating to any legal proceedings that may be instituted against FACT, PAD, the combined company or others in connection with the proposed Business Combination; risks relating to the uncertainty of the projected financial information with respect to PAD and the combined company; the ability to meet stock exchange listing standards following the consummation of the proposed Business Combination; global economic and political conditions; the amount of redemption requests made by FACT’s public shareholders; and those factors discussed in documents that FACT has filed or will file with the SEC.
The foregoing list of factors is not exhaustive. Readers should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of documents filed by FACT from time to time with the SEC, including the Registration Statement, when available. Such filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements are not guarantees of future performance, and readers are cautioned not to place undue reliance on them. All forward-looking statements speak only as of the date of this press release. Neither PAD nor FACT undertakes any obligation to update or revise any forward-looking statements to reflect events, developments, or circumstances after the date hereof, except as required by applicable law.
Contacts
Precision Aerospace & Defense Group, Inc.:
Email: ir@padgrp.com
FACT II Acquisition Corp.:
Email: ir@freedomac2.com
