Fact Ii Acquisition Corp. · NASDAQ:FACT
Fact Ii Acquisition — SPAC Merger (May 2026)
48 slides from Fact Ii Acquisition's SPAC merger presentation, May 7, 2026
Slide 1: Precision Aerospace & Defense Group, Inc. Investor Presentation
PRECISION AEROSPACE & DEFENSE GROUP, INC. INVESTOR PRESENTATION MAY 2026 CONFIDENTIAL
Slide 2: Disclaimer
Disclaimer 2 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. This presentation is being furnished by FACT II Acquisition Corp. (“FACT”) and Precision Aerospace & Defense Group, Inc. (the “Company” or “PAD”) solely f
Slide 3: Disclaimer (cont.)
Disclaimer (cont.) 3 Additional Information and Where to Find It In connection with the Proposed Business Combination, FACT has filed the Registration Statement with the SEC, which contains a preliminary prospectus and proxy statement, referred to as a proxy statement/prospectus. After the Registrat
Slide 4: Presentation Overview
Presentation Overview 4 1. Global Dynamics Driving U.S. A&D Market 2. PAD Business Overview 3. Approach to Growth and M&A Strategy 4. Financial Information 5. Sponsor & Transaction Overview 6. Non - GAAP Reconciliations 7. Case Studies » Aerodyn Engineering » Westpro Lab » V&M Precision Machining &
Slide 5: Section 1: Global Dynamics Driving U.S. A&D Market
Section 1: Global Dynamics Driving U.S. A&D Market 5
Slide 6: U.S. and NATO Budget Growth Driving Aerospace Demand
$757B $742B $816B $894B $886B $893B $893B $18B $18B $22B $26B $67B $12B $119B FY'20 Enacted FY'21 Enacted FY'22 Enacted FY'23 Enacted FY'24 Enacted FY'25 Enacted FY'26 Requested 6 U.S. and NATO Budget Growth Driving Aerospace Demand NATO & International Defense Rising commitments tied to GDP create
Slide 7: Maintenance, Modernization, and Orbital Expansion
7 Maintenance, Modernization, and Orbital Expansion Source: Wall Street Research, Respective Company SEC Filings. *Note, forward - looking statements and outlook figures referenced herein are based on current assumptions and information from this report and are subject to change. (1) Oliver Wyman Gl
Slide 8: Section 2: PAD Business Overview
8 Section 2: PAD Business Overview
Slide 9: Precision Aerospace & Defense Group Overview
9 Precision Aerospace & Defense Group Overview Source: 2026 Company financial projection information. (1) These are forward 2026 projections inclusive of Maney, V&M, Aerofab, and Aerodyn, and assumes the consummation of potential acquisitions of WestPro, SPM and DSI. For additional detail, please se
Slide 10: PAD Engineering & Sustainment
PAD Engineering & Sustainment Engineered & manufactured solutions to government agencies and prime contractors with MRO services for legacy aircraft sustainment ▪ Differentiated Offerings: — Engineering (Reverse, Custom Solutions, Design & Analysis Capabilities) — Design, Fabrication, Instrumentatio
Slide 11: PAD Precision Manufacturing
PAD Precision Manufacturing Efficiently manufactures products for aerospace, defense, and space sectors, delivering on time to exact specifications ▪ Differentiated Offerings: — High - Speed 5 Axis CNC Machining Centers — Tight Tolerance Grinding, Honing, and Threading Operations — Palletized Machin
Slide 12: PAD Non-Destructive Testing
PAD Non - Destructive Testing Testing services and components designed to verify the structural integrity of critical components to industry standards ▪ Differentiated Offerings: — Casting, Forging, Custom Extrusion, Tube, and Sheet Material Inspection — Level III Certified NDE Inspector — Eddy Curr
Slide 13: Current Portfolio Overview
Current Portfolio Overview Source: Company Provided Materials. Note, the definitive acquisition agreements with the Acquisition Targets and DSI each typically contains a long - stop or similar date, and, unless renegotiated, such definitive acquisition agreement may be subject to potential terminati
Slide 14: Nationwide Footprint
14 Nationwide Footprint Strategically located near key customers & military locations with capacity for future growth Ontario, CA 91710: 15,542 sq. ft Brea, CA 92821: 30,000 sq. ft Kent, WA 98031: 14,155 sq. ft Salem, OR 97301: 13,500 sq. ft Indianapolis, IN 46241: 45,894 sq. ft Whitestown, IN 46075
Slide 15: Blue-Chip Customer Base
Blue - Chip Customer Base Premier customers with long standing relationships, often under multi - year contractual programs 15 Source: Company Provided Materials. *Note: Customers are not displayed by business segment. (1) Customer representation is inclusive of Maney, V&M, Aerofab, Aerodyn, WestPro
Slide 16: Leadership Team with a Track Record of Success
25+ Years Average Experience Leadership Team with a Track Record of Success Led by an Experienced Executive Team with a Track Record of Developing Businesses Alongside Tenured Business Leaders at Each Segment Non - Destructive Testing Engineering & Sustainment Precision Manufacturing Kevin Vermeulen
Slide 17: Section 3: Approach to Growth and M&A Strategy
Section 3: Approach to Growth and M&A Strategy 17
Slide 18: Growth Levers For PAD
Growth Levers For PAD Company - identified strategic initiatives to grow and execute key business objectives Preserving Specialized Knowledge » Retaining and developing talent remains vital as skilled tradesmen in legacy systems decreases Core Service Expansion » M&A across PAD’s core business verti
Slide 19: PAD Positioned for Sustained Organic Expansion
PAD Positioned for Sustained Organic Expansion 01 02 Strategic Pricing Differentiate proposals by highlighting how solutions drive performance, efficiency, and strategic alignment with customer objectives - moving beyond competitive bidding Intercompany Selling Drive operational efficiency by levera
Slide 20: M&A Momentum Supports Growth and Strategic Expansion
M&A Momentum Supports Growth and Strategic Expansion Typical Target Profile » Founder owned legacy businesses » Proven profitability with long term customers » Complementary capabilities » Immediately accretive transactions » Expanding footprint within OEM supply chains Preferred Transaction Structu
Slide 21: Disciplined M&A Strategy Supporting Strategic Initiatives
Disciplined M&A Strategy Supporting Strategic Initiatives Manufacturing & Engineering Services Additive Manufacturing Composites Manufacturing Robotics Integration Electrical & Mechanical Engineering Electron Beam Welding Electronics Integration New NDT Technologies Radiography Magnetic Particle Ins
Slide 22: Section 4: Financial Information
Section 4: Financial Information 22
Slide 23: PAD Backlog
$48.7 $36.8 $4.1 Engineering & Sustainment Precision Manufacturing Non - Destructive Testing 23 PAD Backlog PAD’s backlog supports a variety of end markets and positions the company for strong YoY growth Source: Company Provided Materials. (1) Backlog is inclusive of Maney, V&M, Aerofab, Aerodyn, We
Slide 24: PAD Financial Core 7 Business Growth Outlook
$72.4 $73.0 $83.8 35% 37% 38% 30% 35% 40% 45% 50% 40 50 60 70 80 Revenue Gross Margin (4) FY'25PF (4) FY'26EPF $11.7 $13.3 $15.8 16% 18% 19% 0% 10% 20% 15 10 5 0 20 FY'24PF Adj. EBITDA Adj. EBITDA Margin 24 PAD Financial Core 7 Business Growth Outlook (4) Sustainable growth, margin expansion and hig
Slide 25: PAD Growth Outlook Including Target Inorganic Strategy
$72.4 $47.0 35% $73.0 37% $83.8 38% 30% 35% 40% 45% 0 50 100 Organic Revenue Gross Margin $11.7 $13.3 $15.8 16% 18% $9.4 19% 0% 10% 20% 0 10 20 Organic Adj. EBITDA Adj. EBITDA Margin 25 PAD Growth Outlook Including Target Inorganic Strategy Strategically identified acquisitions bolster organic growt
Slide 26: Section 5: Sponsor & Transaction Overview
26 Section 5: Sponsor & Transaction Overview
Slide 27: Transaction Overview
27 Transaction Overview BCA Dated November 27, 2025 between PAD and FACT Source: Company Provided Financials. (1) Assumes $187.5M Pre - Transaction Equity Value (existing shareholder rollover of $133.0M ($124.0M Common Equity; $9.0M Preferred Equity) and $54.5M equity issued to fund acquisitions). (
Slide 28: Select Public Comparables Benchmarking Valuation Performance
17.6x 29.0x N/A 33.2x 25.5x 28.8x 15.4x 15.9x 17.2x 9.2x 7.8x 7.7x 7.4x 6.3x 3.8x 3.0x 2.8x 2.5x 28 Select Public Comparables Benchmarking Valuation Performance PAD Public Comparables Universe* Source: Company Financials & FactSet as of 4/27/2026 *Note: Forward revenue and EBITDA margin for public c
Slide 29: Select Public Comparables Benchmarking Operational Performance
18.8% 19.6% 24.6% 13.4% N/A 27.0% 52.3% 22.3% 14.7% 17.3% 38.4% 16.2% 43.0% 25.6% 32.6% 39.4% 58.9% 37.1% 27.7% 27.3% 7.6% 31.5% 17.4% 16.5% 14.2% 14.1% 12.4% 9.6% 9.2% 5.6% Gross Margin 29 Select Public Comparables Benchmarking Operational Performance Source: Company Provided Materials and FactSet
Slide 30: Select Public Comparables Benchmarking
21.5x 21.6x 12.4x 30 Source: Company Provided Materials and FactSet as of 4/27/26. (1) EBITDA Margin is a non - GAAP calculation. For additional detail on EBITDA Margin reconciliation, please see the Disclaimer. (2) EV / TTM EBITDA Multiples are as of 3/31/2026 per Bloomberg. (3) Indices references
Slide 31: Purpose Built Platform Poised for Significant Growth
Precision Aerospace & Defense Group, Inc. (PAD) 31 Purpose Built Platform Poised for Significant Growth Long - Standing Customer Relationships Across Capability Sets and End Markets Coveted Positioning Throughout the Manufacturing Supply Chains Drives Attractive Revenue Growth and Margin Profile
Slide 32: Appendix: Non-GAAP Reconciliations
Appendix: Non - GAAP Reconciliations Business Overview 32
Slide 33: PAD Pro-Forma Historical & Projected Summary Financials
PAD Pro - Forma Historical & Projected Summary Financials FY'25PF (3) $73.0 45.8 Q4'25PF $16.7 10.2 Q3'25PF $18.6 11.7 Q2'25PF $19.3 12.7 Q1'25PF $18.5 11.2 Revenues Cost of sales FY'26EPF (4) Q4'26EPF Q3'26EPF Q2'26EPF Q1'26EPF $83.8 51.7 $19.5 11.7 $22.0 13.5 $21.8 13.4 $20.5 13.0 $32.2 38% 18.2 $
Slide 34: PAD Pro-Forma Historical & Projected EBITDA Reconciliation
PAD Pro - Forma Historical & Projected EBITDA Reconciliation FY'25PF (2) Q4'25PF Q3'25PF Q2'25PF Q1'25PF FY'26EPF (3) Q4'26EPF Q3'26EPF Q2'26EPF Q1'26EPF 10.4 $2.1 $3.1 $3.0 $2.2 $6.9 $0.5 $1.6 $2.1 $2.8 Net income (loss) 1.8 0.4 0.4 0.4 0.4 2.0 0.4 0.4 0.5 0.6 Depreciation & Amortization 0.8 0.2 0.
Slide 35: Appendix: Case Studies
1 \ Appendix: Case Studies A ee / a.
Slide 36: Aerodyn Engineering Case Study
36 Aerodyn Engineering Power Generation Technologies Case Study Dave Lawrence Founder & CTO
Slide 37: Aerodyn - Company Background and History
Aerodyn - Company Background and History » Aerospace & Defense » Space » Heavy Industry » Power Generation » Waste Energy Recovery » Automotive Industries Served 2002 ▪ Founded in February 2002 ▪ Focus on Instrumentation of Gas Turbine Engines ▪ Field Test Support of OEM’s (GE, RR, P&W) 2007 ▪ Moved
Slide 38: Aerodyn - What We Do
Aerodyn – What We Do • Machining and Fabrication of Development Hardware • Instrumentation of Components to Measure Performance and Durability • Slip Rings and Telemetry Systems to Monitor Rotating Sensors • Test Support - Flight, Field, and Test Cell Support • Engineering Support - Analysis and Tes
Slide 39: Aerodyn - Credibility & Capability Create Barriers to Entry
Aerodyn – Credibility & Capability Create Barriers to Entry • Elaborate Quality System per ISO 9001 and AS9100 • ITAR Compliant and SAM Registration • Customer Specific Certifications to Perform Work and Processes (e.g. Welding, EDM, Machining) Must Have Industry Certifications Must Have Software an
Slide 40: Case Study Westpro Lab
40 Case Study Westpro Lab Space as a Growth Driver Brad Bowder / Todd Breeden President / VP of Operations
Slide 41: Westpro Lab - Industry-leading NDT
Westpro Lab – Industry - leading NDT Source: Company Provided Materials. 41
Slide 42: Westpro Lab - What We Do
Westpro Lab – What We Do (1) x Zero Failure Culture x Significant Capital Investment x Experienced, Qualified And Certified Personnel x Quality Management System Accreditation x Technical & Regulatory Complexity Barriers to Entry in Aerospace NDE / NDT Headquarters: Salem, Oregon Serving major clien
Slide 43: V&M Precision Machining & Grinding Case Study
43 V&M Precision Machining & Grinding Case Study Jennifer Haskins GM & CFO
Slide 44: V&M - What We Do
V&M – What We Do Headquarters: Brea, California Facility Size: ~30,000 SF Founded in 1946 Landing Gear Manufacturer » Boeing » Triumph » Goodrich » ES3 » Mitsubishi OEM Approvals » Hard Metals Machining » Complex Assembly’s » Tight Tolerances » Re - Engineer and Build to Print Core Capabilities » Le
Slide 45: V&M - New Market Developments
V&M - New Market Developments » F - 35 Wingman With Integrated Electronic Attack Capabilities » New Version of XQ Valkyrie Requires Built - in Landing Gear » Parachute Conversion to Runway Landing » Increases Payloads & Range Kratos MQ - 58B » Customer Needs Over 250 Units » Reduces Lead Time » Limi
Slide 46: Appendix: Risk Factors
i \ Appendix: Risk Factors we /
Slide 47: Risk Factors
Risk Factors Source: Company Provided Materials. 47 You should carefully consider the risks and uncertainties described below and the other information in this investor presentation before deciding whether to invest. PAD’s business, financial condition, results of operations or prospects could be ma
Slide 48: Risk Factors (PIPE Specific)
Risk Factors Source: Company Provided Materials. 48 You should carefully consider the risks and uncertainties described below and the other information in this investor presentation before deciding whether to invest. PAD’s business, financial condition, results of operations or prospects could be ma