OVERLAND PARK, Kan. & NEW YORK--(BUSINESS WIRE)--April 16, 2026-- 

Precision Aerospace & Defense Group, Inc. ("PAD"), a high-growth aerospace & defense engineering and manufacturing company, and FACT II Acquisition Corp. ("FACT") $(FACT)$, 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 disclosures relating to the proposed transaction first announced on December 1, 2025.

PAD has built a diversified platform spanning engineering & sustainment, precision manufacturing and advanced non-destructive testing, serving aerospace, defense, commercial aviation and space customers through multiple AS9100-certified and ITAR-registered U.S. facilities.

Since announcing the proposed Business Combination, PAD has continued to expand its platform and highlight operating momentum across its portfolio:

   --  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. 
 
   --  Backlog and Demand: PAD has experienced increased backlog and obtained 
      additional customers, reinforcing confidence in demand across its end 
      markets. 
 
   --  Increased scope and demand for non-destructive testing: PAD has 
      highlighted its proprietary phased array processes and customized 
      inspection solutions developed with SpaceX, alongside additional 
      collaborations with NASA and Boeing. 
 
   --  Engineering & sustainment demand continues to build: PAD has notable 
      backlog in its Engineering & Sustainment division, including in 
      connection with the B-1B Lancer program and new program awards, GE 
      Aerospace and ProEnergy. 

Upon closing of the 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 under the ticker symbol "PAD." 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 No. 1 (the "Registration Statement"), with the SEC in connection with the proposed Business Combination, which includes 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 and the other matters set forth in the Registration Statement. 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 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. federal 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.

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April 16, 2026 09:00 ET (13:00 GMT)