Precision Aerospace & Defense Group, Inc. (“PAD”), a high-growth aerospace and defense engineering and manufacturing firm, and FACT II Acquisition Corp. (NASDAQ: FACT), a special purpose acquisition company, announced that they have entered into a definitive business combination agreement providing for an implied enterprise value of up to $320 million, subject to customary closing conditions.

Upon closing of the transaction, the combined company will operate under the name Precision Aerospace & Defense Group, Inc. and is expected to remain led by PAD’s existing management team, with Brent Borden continuing as Chief Executive Officer. Following the business combination, PAD’s current shareholders are expected to own approximately 59% of the combined company’s outstanding shares.

The transaction is intended to provide PAD with strategic growth capital to optimize its balance sheet, pursue acquisitions, and accelerate operational initiatives. In connection with the transaction, PAD has entered into a non-binding indicative term sheet with BC Partners relating to a potential credit facility and equity financing of up to $80 million, subject to customary conditions.

Lucosky Brookman LLP served as legal counsel to Precision Aerospace & Defense Group, Inc. in connection with the transaction.