Fact Ii Acquisition Corp. · NASDAQ:FACT
Fact Ii Acquisition — SPAC Merger (March 2026)
46 slides from Fact Ii Acquisition's SPAC merger presentation, Mar 12, 2026
Slide 1: Investor Day March 2026 - Precision Aerospace & Defense Group
1 INVESTOR DAY MARCH 2026 PRECISION AEROSPACE & DEFENSE GROUP, INC. PH0 PH1
Slide 2: Disclaimer
2 Disclaimer NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD BE UN LAW FUL. THIS PRESENTATION IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. This presentation is being furnished by FACT I
Slide 3: Disclaimer (cont.)
3 Disclaimer (cont.) 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 p reliminary prospectus and proxy statement, referred to as a proxy statement/prospectus. After the Registra
Slide 4: Today's Agenda
4 Today’s Agenda 1. Global Dynamics Driving US A&D Market 2. PAD Business Overview 3. Case Studies » Aerodyn Engineering » Westpro Lab » V&M Precision Machining & Grinding 4. Approach to Growth and M&A Strategy 5. Financial Information 6. Sponsor & Transaction Overview 7. Non - GAAP Reconciliations
Slide 5: Section 1: Global Dynamics Driving US A&D Market
5 SECTION 1: Global Dynamics Driving US A&D Market
Slide 6: U.S. and NATO Budget Growth Driving Aerospace Demand
6 U.S. and NATO Budget Growth Driving Aerospace Demand NATO & International Defense Rising GDP commitments create durable, diversified backlog beyond U.S. budget cycles Trends in US A&D Spending Record U.S. defense budgets create expected long term demand for manufacturing and sustainment TOTAL U.S.
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 h erein are based on current assumptions and information from this report and are subject to change. (1) Plane Spotters
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
Slide 10: PAD Engineering & Sustainment
10 PAD Engineering & Sustainment Engineered & manufactured solutions to government agencies and prime contractors with MRO services for legacy aircraft sustainment ▪ Differentiated Offerings: ꟷ Engineering (Reverse, Custom Solutions, Design & Analysis Capabilities) ꟷ Design, Fabrication, Instrumenta
Slide 11: PAD Precision Manufacturing
PAD Precision Manufacturing Efficiently manufactures products for aerospace, defense, and space sectors, delivering on time to exact specifications 11 ▪ Differentiated Offerings: ꟷ High - Speed 5 Axis CNC Machining Centers ꟷ Tight Tolerance Grinding, Honing, and Threading Operations ꟷ Palletized Mac
Slide 12: PAD Non-Destructive Testing
12 PAD Non - Destructive Testing Testing services and components designed to verify the structural integrity of critical components to industry standards ▪ Differentiated Offerings: ꟷ Casting, Forging, Custom Extrusion, Tube, and Sheet Material Inspection ꟷ Level III Certified NDE Inspector ꟷ Eddy C
Slide 13: Current Portfolio Overview
Current Portfolio Overview Source: Company Provided Materials. Note, the definitive acquisition agreements with the Acquisition Targets and DSI each typ ica lly contains a long - stop or similar date, and, unless renegotiated, such definitive acquisition agreement may be subject to potential termina
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, WestPr
Slide 16: Leadership Team with a Track Record of Success
30+ Years Average Experience 16 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 Dave Lawrenc
Slide 17: Section 3: Case Studies
{- \ Section 3: Case Studies ~~
Slide 18: Aerodyn Engineering Case Study
18 Aerodyn Engineering Power Generation Technologies Case Study Dave Lawrence Founder & CTO
Slide 19: Aerodyn - Company Background and History
19 • Aerodyn - Company Background and History » Aerospace & Defense » Space » Heavy Industry » Power Generation » Waste Energy Recovery » Automotive Industries Served 2002 2007 2011 2016 Present ▪ Founded in February 2002 ▪ Focus on Instrumentation of Gas Turbine Engines ▪ Field Test Support of OEM’
Slide 20: Aerodyn - What we do
20 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
Slide 21: Aerodyn - Credibility & Capability Create Barriers to Entry
21 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
Slide 22: Westpro Lab Case Study
22 Westpro Lab Space as a Growth Driver Case Study Brad Bowder / Todd Breeden President / VP of Operations
Slide 23: Westpro Lab - Industry-leading NDT
23 Westpro Lab – Industry - leading NDT Source: Company Provided Materials. PH0 PH1
Slide 24: Westpro Lab - About Us
24 Westpro Lab – About Us 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 clients
Slide 25: V&M Precision Machining & Grinding Case Study
25 V&M Precision Machining & Grinding Case Study Jennifer Haskins GM & CFO
Slide 26: V&M - Nature of Business + Customer Base
26 V&M - Nature of Business + Customer Base 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 P
Slide 27: V&M - New Market Developments
27 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 » L
Slide 28: Section 4: Approach to Growth and M&A Strategy
28 SECTION 4: Approach to Growth and M&A Strategy
Slide 29: 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 30: PAD Positioned for Sustained Organic Expansion
30 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 lev
Slide 31: M&A Momentum Supports Growth and Strategic Expansion
31 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 Stru
Slide 32: Disciplined M&A Strategy Supporting Strategic Initiatives
32 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
Slide 33: Section 5: Financial Information
33 Section 5: Financial Information
Slide 34: PAD Backlog
34 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, WestPro and SPM as of 12/31/2025. (2) V&M data is as of 12/31/2025, SPM data is as of 12/31/202
Slide 35: PAD Financial Core Business Growth Outlook
35 PAD Financial Core 7 Business Growth Outlook Sustainable growth, margin expansion and high - efficiency cash conversion Source: Company Provided Materials. (1) Please refer to Slide 13 and the Disclaimer for more information regarding the status of the current businesses and pending acquisitions.
Slide 36: PAD Projected Growth w/ M&A Outlook
36 PAD Projected Growth w/ M&A Outlook Strategically identified acquisitions bolster organic growth and additional cross - selling opportunities Source: Company Provided Materials. (1) Please refer to Slide 13 and the Disclaimer for more information regarding the status of the current businesses and
Slide 37: Section 6: Sponsor & Transaction Overview
37 Section 6: Sponsor & Transaction Overview
Slide 38: Transaction Overview
38 Transaction Overview BCA Dated November 27, 2025 between PAD and FACT Source: Company Provided Financials. (1) Assumes $189.6M Pre - Transaction Equity Value (existing shareholder rollover of $135.1M ($123.9M Common Equity; $11.2M Preferred Equity) and $54.5M equity issued to fund acquisitions).
Slide 39: BC Partners - Up to $80M of Additional Growth Capital
39 BC Partners - Up to $80M of Additional Growth Capital Source: Company Provided Materials. (1) The potential financing is subject to numerous conditions, including, without limitation, the completion of du e d iligence and the execution and delivery of definitive documentation. (2) Assumes potenti
Slide 40: Select Public Comparables Benchmarking Valuation Performance
40 Select Public Comparables Benchmarking Valuation Performance PAD Public Comparables Universe* Source: Company financials & FactSet as of 3/10/2026 *Note: Forward revenue and EBITDA margin for public comparables are based on FactSet consensus estimates where available. Ent erp rise Value (“EV”) is
Slide 41: Select Public Comparables Benchmarking Operational Performance
7.6% 34.4% 12.3% 14.5% 9.6% 8.5% 19.4% 31.5% 15.7% 8.9% 5.6% Base Case Management Case FY’26PF Projected Pro - Forma Gross Margin 41 Select Public Comparables Benchmarking Operational Performance Source: Company Provided Materials and FactSet as of 3 /10/26. *Note, FactSet research analysts’ consens
Slide 42: Source: FactSet and Bloomberg data as of 3/10/2026 (1) PAD multiple based of FY’26PF
42 42 Source: FactSet and Bloomberg data as of 3/10/2026 (1) PAD multiple based of FY’26PF financials, which includes Maney, Aerofab, V&M, Aerodyn, SPM, WestPro, DSI and 2 potential acq uisition targets referenced on Slide 36. (2) EBITDA Margin is a non - GAAP calculation. For additional detail on E
Slide 43: Purpose Built Platform Poised for Significant Growth
43 Precision Aerospace & Defense Group, Inc. (PAD) 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 44: Appendix: Non-GAAP Reconciliations
44 Appendix: Non - GAAP Reconciliations Business Overview
Slide 45: PAD Pro-Forma Historical & Projected Summary Income Statement
45 45 Source: Company Provided Materials. (1) Financials are inclusive of all seven of the completed and pending acquisitions assuming they were acquired by PAD as of Jan uary 1, 2024. For additional detail, please see Slide 13 and the Disclaimer. (2) Certain acquisition agreements may include earno
Slide 46: Reconciliation of Non-GAAP Financial Measures
46 46 Source: Company Provided Materials. (1) Financials are inclusive of all seven of the completed and pending acquisitions assuming they were acquired by PAD as of Jan uary 1, 2024. For additional detail, please see Slide 13 and the Disclaimer. (2) 2025PF financials include audited figures fo r M