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FACT II Acquisition Corp. and Precision Aerospace & Defense Group hosted an Investor Day in connection with their proposed business combination to present PAD’s strategy, portfolio companies, and 2026 pro forma targets.
Management outlined a three-segment business of Engineering & Sustainment, Precision Manufacturing, and Non-Destructive Testing, described profitable legacy businesses, a programmatic M&A funnel, and a target pipeline. Financial highlights presented include $130.8 million projected pro forma revenue and $25.2 million projected pro forma EBITDA for 2026, a backlog near $90 million, and a minimum cash condition / equity raise of $75 million. Management said PAD expects M&A to contribute roughly $47 million incremental revenue and $9.4 million incremental EBITDA to reach the pro forma targets. The sponsors discussed a financing package and potential partner support, and portfolio companies (Aerodyne, Westpro, V&M, SPM) described customer wins, capacity expansions, and specific growth drivers (Westpro: 32% sales increase for 2026 tied to SpaceX orders).
FACT II Acquisition Corp., a Cayman Islands-based SPAC, filed its annual report describing its blank-check structure and a proposed business combination with Precision Aerospace & Defense Group, Inc. (PAD). The company has generated no operating revenue and is focused on completing this initial merger.
On November 26, 2025, FACT II signed a Business Combination Agreement to domesticate into a Delaware corporation and then merge a subsidiary into PAD, leaving PAD as a wholly owned subsidiary. PAD common stockholders will share 12,388,291 FACT common shares, while PAD preferred holders receive $5.00 per share in cash plus specified FACT share allocations.
The deal requires shareholder approvals, SEC effectiveness of a Form S-4 registration statement, regulatory clearances and at least $75,000,000 of available cash after redemptions and expenses. If closing has not occurred by March 31, 2026, or minimum cash and approvals are not met, the agreement can be terminated. FACT II’s structure provides up to 24 months from its IPO to close a business combination, with public shareholders able to redeem shares for cash, initially based on $10.05 per public share held in trust.
FACT II Acquisition Corp. made an investor presentation available on March 12, 2026 describing a proposed business combination with Precision Aerospace & Defense Group, Inc. ("PAD").
The presentation outlines PAD’s current operating companies (Maney, Aerofab, V&M, Aerodyn), pending or signed acquisition agreements with WestPro and SPM, and a letter of intent with DSI. It presents pro forma, non‑GAAP projections and strategic rationale across engineering & sustainment, precision manufacturing, and non‑destructive testing. The materials emphasize integration assumptions and multiple closing conditions; timing and completion of acquisitions are contingent on satisfying each agreement’s triggering events and the closing of the Proposed Business Combination.
FACT II Acquisition Corp. filed a communication regarding its proposed business combination with Precision Aerospace & Defense Group, Inc. The filing republishes a LinkedIn post by Richard Nespola, Jr. and provides customary forward-looking statements, risk factors, and instructions that a Form S-4 registration statement and proxy/prospectus will be filed with the SEC.
The filing warns that forward-looking statements are subject to risks including PAD’s emerging-technology status, commercialization challenges, dependence on government contracts, potential financing needs, regulatory approvals, shareholder approvals, and other factors. It urges reading the forthcoming Registration Statement, proxy statement and prospectus when available.
FACT II Acquisition Corp. filed a communication describing aerospace and defense supply‑chain constraints and disclosed that on December 1, 2025 FACT II entered into a definitive business combination agreement with Precision Aerospace & Defense Group, Inc. ("PAD"). The filing states a $175M IPO raised gross proceeds in November 2024 and that FACT’s units, Class A ordinary shares, and warrants trade on Nasdaq under the symbols FACTU, FACT, and FACTW. FACT and PAD have filed a registration statement on Form S-4 in connection with the proposed Business Combination; a proxy statement/prospectus will be mailed after the registration statement is declared effective.
Precision Aerospace & Defense Group and FACT II Acquisition Corp. rescheduled an Investor Day to March 12, 2026 in New York, moved from February 25 due to a winter storm. The event, beginning at 2:00 p.m. ET, is being held in connection with the companies' proposed business combination.
Presentations will cover PAD’s market dynamics, business model, strategic priorities, and financial profile. A live webcast and presentation materials will be available at https://padgrp.com/investors/. FACT disclosed that it previously raised $175 million in gross IPO proceeds in November 2024, and that a Form S-4 registration statement has been filed in connection with the proposed transaction.
Westchester Capital Management, LLC and related entities filed an amended Schedule 13G reporting passive ownership in FACT II Acquisition Corp. Class A ordinary shares. Westchester reports beneficial ownership of 921,116 shares, representing 4.98% of the class, based on 18,488,125 shares outstanding as of November 10, 2025.
Virtus Investment Advisers, LLC reports beneficial ownership of 874,848 shares (4.73%), and The Merger Fund reports 858,241 shares (4.64%). The filers certify the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of FACT II Acquisition Corp.
Hudson Bay Capital Management LP and Sander Gerber filed Amendment No. 1 to a Schedule 13G reporting their beneficial ownership in FACT II Acquisition Corp. They report holding 800,000 Class A Ordinary Shares, representing 4.33% of the class.
The percentage is based on 18,488,125 Class A Ordinary Shares outstanding as of November 10, 2025, as disclosed in the company’s quarterly report. The shares are held in the name of HB Strategies LLC, for which Hudson Bay is investment manager; Mr. Gerber, as managing member of the Investment Manager’s general partner, disclaims beneficial ownership. The reporting persons have shared voting and dispositive power over the 800,000 shares and certify the position is held in the ordinary course of business and not to change or influence control of the issuer.
FACT II Acquisition Corp. and Precision Aerospace & Defense Group, Inc. (PAD) highlighted their previously announced proposed business combination and shared details for an upcoming Investor Day. PAD will host the event on February 25, 2026, starting at 2:00 p.m. ET in New York.
The Investor Day will feature presentations from PAD’s leadership team on market dynamics, its business model, strategic priorities, and financial profile. A live webcast and investor presentation will be available through PAD’s investor relations website, with in-person attendance reserved for investors and equity research analysts.
The communication also reminds shareholders that a joint registration statement on Form S-4, including a proxy statement and prospectus for the proposed business combination, has been filed with the SEC, and urges investors to review these documents carefully once available because they will contain important information about the transaction.
FACT II Acquisition Corp. and Precision Aerospace & Defense (PAD) used this investor call to discuss their agreed business combination and PAD’s growth plans. PAD’s leadership highlighted a profitable, engineering-led platform serving aerospace, defense and space markets across three main segments: engineering and sustainment, precision manufacturing and advanced nondestructive testing, with blue-chip customers such as SpaceX, Boeing, GE, Honeywell and Rolls-Royce.
Management emphasized a programmatic M&A strategy, targeting accretive deals at 5–7x EBITDA, with existing teams retained and about 30% spare plant capacity to support growth without major new capex. Financially, PAD is targeting pro forma $70 million+ revenue and $14.4 million EBITDA for 2025, after generating $10.5 million EBITDA year-to-date through 3Q with roughly 65% EBITDA-to-free-cash-flow conversion. For 2026, it projects $85 million organic revenue and $16.2 million EBITDA, and on a pro forma basis including planned acquisitions, about $128.9 million revenue and just over $25 million EBITDA, supported by entering 2026 with around 60% of revenue in backlog.