Filed by: FACT II Acquisition
Corp.
This communication is
filed pursuant to Rule 425 under the
Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities
Exchange Act of 1934
Subject Company: FACT
II Acquisition Corp.
Commission File Number: 001-42421
Date: May 19, 2026
The following press release was made available on May 19, 2026.
Precision Aerospace & Defense Group, Inc. and FACT II Acquisition
Corp. File Amended Registration Statement on Form S-4 in Connection with Proposed Business Combination
Overland Park, KS and New York, NY, May 19, 2026 -- 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 $175 million in gross proceeds in its initial public offering. FACT’s strategy is to identify opportunities where
a combination of capital, talent and network will improve the customer experience and drive value for all stakeholders, which focuses
on leveraging FACT’s management team to improve profitability and demonstrate growth across mature and emerging markets. FACT’s
units, Class A ordinary shares, and warrants are listed on the Nasdaq Global Market (NASDAQ: FACTU, FACT, FACTW).
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
