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: February 24, 2026
Precision Aerospace & Defense Group Reschedules
Investor Day to March 12, 2026
OVERLAND PARK, KS. – February 24, 2026 – Precision Aerospace
& Defense Group, Inc. (“PAD” or the “Company”), a high-growth aerospace & defense engineering and manufacturing
firm, today announced that, due to the winter storm impacting the New York City area, its previously announced Investor Day, originally
scheduled for February 25, 2026, has been rescheduled to Thursday, March 12, 2026, beginning at 2:00 p.m. ET and will be held in New York,
NY.
The Investor Day is being held in connection with the Company’s
previously announced proposed business combination with FACT II Acquisition Corp. (Nasdaq: FACT). Presentations from PAD’s leadership
team will cover market dynamics, the Company’s business model, strategic priorities, and financial profile.
A live webcast of the Investor Day will be available on the Company’s
website at https://padgrp.com/investors/. A copy of the investor presentation will be posted
to the Company’s website on the day of the event.
To register to attend the event in person, please RSVP by email
to PAD@soleburystrat.com. In-person attendance is reserved for investors and equity research analysts.
Webcast Information
The live webcast will be available at: https://padgrp.com/investors/
Direct webcast link: Precision
Aerospace & Defense Group Investor Day
Presentation materials will be available on the Company’s website
on the day of the event. A replay of the webcast will be made available following the event.
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 CNC machining 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. (“FACT”) is a special purpose
acquisition company formed in 2024 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
or similar business combination with a target business. 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 between
FACT and PAD (the “Business Combination”). FACT and PAD have filed a registration statement on Form S-4 (the “Registration
Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the proposed Business Combination,
which will include a proxy statement for the solicitation of FACT shareholder approval and a 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 WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY 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 will be contained in the proxy statement/prospectus pertaining to the proposed Business Combination when 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 the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. 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 the Company’s ability to execute its business model
and the expected financial benefits of such model; the Company’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 the Company 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 the Company’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 the Company is pursuing an emerging technology, faces significant technical challenges and
may not achieve commercialization or market acceptance; the Company’s limited operating history; the Company’s expectations
regarding future financial performance, capital requirements and unit economics; the Company’s use and reporting of business and
operational metrics; the Company’s competitive landscape; the Company’s dependence on members of its senior management and
its ability to attract and retain qualified personnel; the Company’s concentration of revenue in contracts with government or state-funded
entities; the potential need for additional future financing; the Company’s ability to manage growth and expand its operations;
potential future acquisitions or investments in companies, products, services or technologies; the Company’s reliance on strategic
partners and other third parties; the Company’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 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 SEC statements or enforcements or other actions relating to special purpose acquisition companies) 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, 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: PAD@soleburystrat.com
FACT II Acquisition Corp.:
Email: ir@freedomac2.com
