UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42421 FACT II Acquisition Corp. (Exact name of Registrant as specified in its Charter) Cayman Islands N/A (State or other jurisdictio ...

Core Viewpoint - Precision Aerospace & Defense Group, Inc. (PAD) is merging with FACT II Acquisition Corp. to create a public company with an enterprise value of up to $320 million, enhancing its growth capital and market position in the aerospace and defense sectors [2][6][9]. Company Overview - PAD is a high-growth aerospace and defense engineering and manufacturing firm that has expanded through strategic acquisitions, offering mission-critical products and services across aerospace, defense, and space sectors [3][12]. - The company operates through three divisions: engineering & sustainment, precision manufacturing, and advanced non-destructive testing, each with specialized expertise [3][12]. - PAD has established a strong reputation with blue-chip defense contractors and U.S. government organizations, supported by multi-year contracts and a commitment to quality and timely delivery [3][12]. Business Combination Details - The business combination with FACT is expected to close in the first half of 2026, pending shareholder and regulatory approvals [9]. - The transaction will allow PAD to optimize its balance sheet, finance strategic acquisitions, and support ongoing growth initiatives [9][10]. - Following the merger, PAD's current shareholders are expected to own approximately 59% of the combined company's outstanding shares [9]. Financial Aspects - The implied enterprise value of the transaction is up to $320 million, based on a $10.00 per share price [2][6][8]. - PAD has entered into a non-binding term sheet with BC Partners for a potential credit facility and equity financing of up to $80 million [6][9]. - The financing is intended to strengthen PAD's balance sheet and support future growth initiatives [9]. Leadership and Governance - Brent Borden will continue as CEO of the combined company, which will be headquartered in Overland Park, Kansas [5][9]. - The board of directors for the combined company will include current PAD directors, a designee from FACT's sponsor, and independent directors with relevant industry experience [9]. Market Position and Strategy - PAD's strategic positioning addresses key industry trends, including military fleet sustainment and the emerging space economy, which enhances its growth prospects [5][7]. - The company plans to continue its programmatic acquisition strategy to add specialized capabilities and provide a full suite of service solutions to its customer base [4][5].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42421 FACT II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other juri ...

Financial Performance - For the three months ended June 30, 2025, the company reported a net income of $1,631,524, primarily from interest income of $1,819,161 on cash held in the Trust Account[105]. - For the six months ended June 30, 2025, the company achieved a net income of $3,079,421, with interest income from the Trust Account totaling $3,604,845[106]. IPO and Trust Account - The company completed its IPO, raising gross proceeds of $175,000,000 from 17,500,000 units at $10.00 per unit[109]. - Following the IPO, a total of $175,875,000 was placed in the Trust Account, with transaction costs amounting to $11,028,226[110]. - As of June 30, 2025, the company had cash held in the Trust Account of $180,202,115, intended for the initial business combination[113]. Cash and Debt Position - The company had cash of $1,088,465 in its operating bank account as of June 30, 2025, to fund operational activities and due diligence[114]. - The company does not have any long-term debt or capital lease obligations as of June 30, 2025[120]. - The company has no off-balance sheet arrangements or critical accounting estimates to disclose as of June 30, 2025[118][122]. Business Combination Concerns - The underwriters received a cash underwriting discount of $3,500,000 and a deferred fee of $7,000,000, contingent on the completion of a business combination[121]. - The mandatory liquidation date is set for May 27, 2026, should a business combination not occur by that date, raising concerns about the company's ability to continue as a going concern[117].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from to Commission file number: 001-42421 FACT II ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42421 FACT II Acquisition Corp. (Exact name of Registrant as specified in its Charter) Cayman Islands N/A (State or other jurisdictio ...

Financial Position - As of September 30, 2024, total assets amounted to $356,834, with current assets in cash at $11,593[10] - Total liabilities reached $436,121, with accrued offering costs of $277,645 and accrued expenses of $33,496[10] - The company has a shareholders' deficit of $79,287, primarily due to the accumulated deficit of $104,287[10] - As of September 30, 2024, the Company had $11,593 in cash and a working capital deficit of $424,528[42] - As of September 30, 2024, total advances from related parties amounted to $124,980, all due on demand[64] - There are no off-balance sheet arrangements or long-term liabilities as of September 30, 2024[99][100] Operating Performance - The company reported a net loss of $104,287 for the three months ended September 30, 2024, resulting in a basic and diluted net loss per Class B ordinary share of $0.02[14] - For the three months ended September 30, 2024, the Company reported a net loss of $104,287, primarily due to general and administrative costs[91] - The company has not generated any revenues to date and does not expect to do so until after completing a Business Combination[90] Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 27, 2024, raising gross proceeds of $175,000,000 from the issuance of 17,500,000 units at $10.00 per unit[26] - The Company sold 17,500,000 Units at a purchase price of $10.00 per Unit during the Initial Public Offering[59] - The Company completed the sale of 663,125 Private Placement Units at a price of $10.00 per unit, generating gross proceeds of $6,631,250[60] - Total funds placed in the Trust Account amounted to $175,875,000 following the Initial Public Offering and Private Placement[94] - The Company incurred total transaction costs of $11,028,226, which included a cash underwriting fee of $3,500,000 and a deferred underwriting fee of $7,000,000[112] - The underwriters received a cash underwriting discount of $0.20 per Unit, totaling $3,500,000, and a deferred fee of $7,000,000 payable upon completion of a Business Combination[68] - The underwriters have a 45-day option to purchase up to an additional 2,625,000 units to cover over-allotments[100] - The Company has granted underwriters a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments at the Initial Public Offering price[67] Business Combination - The company has not commenced any operations as of September 30, 2024, and will not generate operating revenues until after completing a Business Combination[24] - The Company has until 18 months from the closing of the Initial Public Offering to complete a Business Combination, or 24 months if a definitive agreement is executed within 18 months[36] - If the Company fails to complete a Business Combination within the Combination Period, it will redeem 100% of the outstanding Public Shares at a per-share price based on the amount in the Trust Account, which is expected to be less than the initial amount of $10.05[38] - The Company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital of the target business[95] - Sponsor HoldCo has waived its liquidation rights regarding founder shares if the Company fails to complete a Business Combination within the Combination Period[38] Corporate Governance and Compliance - The company filed its Quarterly Report on Form 10-Q, which includes various exhibits related to its financial performance and compliance[115] - The report includes certifications from the Principal Executive Officer and Principal Financial Officer as required by the Sarbanes-Oxley Act of 2002[116] - The company has incorporated its Amended and Restated Memorandum and Articles of Association into the report, indicating updates to its governance structure[116] - Inline XBRL documents are included in the report, facilitating better data analysis and presentation for stakeholders[116] - The report was signed by the Chief Executive Officer and Chief Financial Officer, confirming the accuracy of the financial statements[120] Risk Factors - The company is subject to risks associated with early-stage and emerging growth companies, as it is not limited to a particular industry or geographic region for potential Business Combinations[23] - The Company does not believe it will need to raise additional funds for operating expenditures, but may require additional financing for a Business Combination[42] - The Company is classified as an "emerging growth company" and may take advantage of certain exemptions from reporting requirements[44] - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[51] - The Private Placement Warrants will not be transferable until 30 days after the completion of a Business Combination[76] - The Class B ordinary shares will automatically convert into Class A ordinary shares at a one-for-one basis upon a Business Combination[81] - The Company is authorized to issue 200,000,000 Class A ordinary shares, with none issued or outstanding as of September 30, 2024[78] - The Company has no outstanding Working Capital Loans as of September 30, 2024[65]

As filed with the U.S. Securities and Exchange Commission on November 21, 2024. Registration No. 333-281593 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ FACT II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) _____________________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | ...

As filed with the U.S. Securities and Exchange Commission on November 18, 2024. Registration No. 333-281593 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ FACT II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) _____________________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | ...

As filed with the U.S. Securities and Exchange Commission on October 18, 2024. Registration No. 333-281593 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _____________________________________ FACT II Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) _____________________________________ | Cayman Islands | 6770 | N/A | | --- | --- | --- | | ...