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: Precision
Aerospace & Defense Group, Inc.
FACT II Acquisition
Corp.
Commission File Number: 001-42421
Date: June 9, 2026
The following press release was made available on June 9, 2026.
CORRECTED: Precision Aerospace & Defense
Group Announces Letter of Intent with Leader in Communications, Security and Surveillance Integration Solutions
Proposed Strategic Acquisition Represents a Major Industry Expansion
as Company Advances Toward Public Listing
Overland Park, KS, June 09, 2026 (GLOBE NEWSWIRE) -- Precision Aerospace
& Defense Group, Inc. (“PAD” or the “Company”), a high-growth aerospace and defense engineering and manufacturing
company, today announced its entry into a non-binding Letter of Intent to acquire a leading provider of telecommunications equipment,
surveillance systems, and structural steel fabrication defense applications (“Target”). The announcement follows the Company’s
previously disclosed proposed business combination with FACT II Acquisition Corp. (“FACT”) (NASDAQ: FACT), a special purpose
acquisition company.
PAD’s growth strategy combines organic growth with a disciplined
buy-and-build approach focused on acquiring established aerospace and defense businesses with proven operating performance, long-standing
customer relationships and differentiated capabilities. The Company targets acquisitions that complement its existing platform of engineering,
precision manufacturing, and testing capabilities, with the objective of driving value creation through strategic alignment and operational
synergies. If the acquisition is consummated, PAD expects Target to bolster its financial performance, bringing an additional estimated
$12.0 million and $3.8 million of projected revenue and EBITDA, respectively, for the calendar year ended December 31, 2026.
“Today’s announcement underscores our ability to execute
on the M&A pipeline we have previously outlined alongside our organic and synergistic growth path,” said Brent Borden, CEO of
PAD. “This represents the first of two planned 2026 strategic acquisitions intended to meaningfully expand PAD’s service offerings
and addressable markets. We expect that Target’s established business of integrated communications, surveillance and security solutions,
combined with PAD’s existing platform of engineering, manufacturing, and sustainment services will broaden our ability to support
critical defense and government agency programs. We believe that this acquisition, if consummated, will deliver significant value for
our customers through expanded capabilities, increased capacity, and a strengthened foundation for continuous innovation across the PAD
platform.”
Business Update Call
The business update call scheduled for Wednesday, June 10, 2026 has
been postponed and will be rescheduled.
About Precision Aerospace & Defense Group, Inc.
Precision Aerospace & Defense Group, Inc. is an integrated engineering
and manufacturing solutions provider specializing in high-precision components, advanced testing solutions, and sustainment services for
the aerospace, defense, and space sectors. PAD’s family of businesses provides capabilities spanning advanced engineering design,
reverse engineering and modernization of legacy systems, precision manufacturing and assembly, and non-destructive testing and inspection.
PAD serves end markets including military aerospace (encompassing both sustainment of legacy aircraft and development of next-generation
systems), commercial aviation, space launch and satellite infrastructure, and adjacent defense applications. 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 scaled rapidly through a combination of organic growth and strategic acquisitions,
building a blue-chip customer base that includes Primes, leading 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 perform in the most demanding
operational environments.
Additional Information and Where to Find It
This press release relates to the proposed business combination between
PAD and FACT. 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 U.S. Securities and Exchange Commission (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: the expected impact
of the acquisition of Target on PAD, including PAD’s financial performance and expanded ability to support critical defense and
government agency programs; Target’s projected revenues and EBITDA for the year ended December 31, 2026; the potential expansion
of PAD’s service offerings and addressable markets upon the consummation of the acquisition of Target; the potential for PAD, upon
consummation of the acquisition of Target, to deliver significant value for its customers through expanded capabilities, increased capacity,
and a strengthened foundation for continuous innovation across the PAD platform; and the potential for PAD to consummate an additional
strategic acquisition in 2026. 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.
These forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause PAD’s actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such statements. Such risks and uncertainties include: that PAD and
Target are pursuing an emerging technology, face significant technical challenges and may not achieve commercialization or market acceptance;
PAD’s limited operating history; PAD’s expectations regarding the timing of the closing of the acquisition of Target and Target’s
performance, including expected backlog, if such acquisition is 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; PAD’s
ability to manage growth; 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;
changes in market, financial, political, and legal conditions; the risk that any regulatory approvals are not obtained, are delayed or
are subject to unanticipated conditions (such as any statements or enforcements) that could adversely affect PAD or the expected benefits
of the proposed acquisition of Target; the risk that the approval of PAD’s shareholders, if required, or any other condition to
the closing of the proposed acquisition of Target is not obtained; failure to realize the anticipated benefits of the proposed acquisition
of Target; risks relating to any legal proceedings that may be instituted against PAD or Target in connection with the proposed acquisition
of Target; risks relating to the uncertainty of the projected financial information with respect to Target; global economic and political
conditions; and those risks with respect to acquisitions, mergers, business combinations, joint ventures and/or similar transactions by
PAD discussed in the Registration Statement.
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
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).
