As filed with the Securities and Exchange Commission on April 15, 2026

Registration No. 333-292541

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

__________________________________________

AMENDMENT NO. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

FACT II ACQUISITION CORP.
(Exact name of registrant as specified in its charter)

__________________________________________

For co-registrants, see “Table of Co-Registrants” on the following page

14 Wall Street, 20th Floor
New York, NY 10005
United States of America
Telephone: +1 (212) 618-1798
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Adam Gishen
Chief Executive Officer
14 Wall Street, 20th Floor
New York, NY 10005
United States of America
Telephone: +1 (212) 618-1798
(Name, address, including zip code, and telephone number, including area code, of agent for service)

__________________________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed joint proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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*           Prior to the consummation of the Business Combination described in the proxy statement/prospectus, FACT II Acquisition Corp. (“FACT”) intends to effect the Domestication, consisting of a deregistration under the Companies Act of the Cayman Islands (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which FACT’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by New FACT, the continuing entity following the Domestication, and New PAD, the continuing entity following the Business Combination as described in this proxy statement/prospectus, which will thereafter be renamed “Precision Aerospace & Defense Group, Inc.”

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

____________

(1)      The Co-Registrant has the following principal executive office:

Precision Aerospace & Defense Group, Inc.
7500 College Blvd, 5th Floor
Overland Park, KS 66210

(2)      The agent for service for the Co-Registrant is:

Brent Borden
Chief Executive Officer
Precision Aerospace & Defense Group, Inc.
7500 College Blvd, 5th Floor
Overland Park, KS 66210

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

accordance with the Business Combination Agreement, through the Exchange Agent, cash in an amount equal to the sum of the Preferred Stock Cash Payment and the Preferred Stock Dividend Payment (each as defined in the Business Combination Agreement). The consideration to be issued and paid to the holders of PAD’s capital stock (the “PAD Stockholders”) in connection with the Merger shall consist of the following: (i) each share of common stock of PAD, par value $0.001 per share (“PAD Shares”) that is issued and outstanding immediately prior to the Effective Time (other than any treasury shares and dissenting shares) will be automatically canceled and converted into the right to receive a number of Public Shares equal to 12,388,291 divided by the number of PAD Shares issued and outstanding immediately prior to the Effective Time; (ii) each share of Series A Preferred Stock of PAD, par value $0.001 per share (the “PAD Series A Preferred Stock”) (other than the treasury and dissenting shares), that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of the PAD Series A Preferred Stock, and (B) a number of Public Shares equal to 621,500 divided by the number of shares of PAD Series A Preferred Stock, Series B Preferred Stock of PAD, par value $0.001 (the “PAD Series B Preferred Stock”), and Series C Preferred Stock of PAD, par value $0.001 per shares (the “PAD Series C Preferred Stock”) issued and outstanding immediately prior to the Effective Time (the “Per Share Series A-C Preferred Stock Consideration”); (iii) each share of PAD Series B Preferred Stock (other than any treasury shares and dissenting shares) that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of PAD Series B Preferred Stock, and (B) the Per Share Series A-C Preferred Stock Consideration; (iv) each share of PAD Series C Preferred Stock (other than any treasury shares and dissenting shares) that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of PAD Series C Preferred Stock, and (B) the Per Share Series A-C Preferred Stock Consideration; (v) each share of Series D Preferred Stock of PAD, par value $0.001 per share (the “PAD Series D Preferred Stock” and, together with the PAD Series A Preferred Stock, the PAD Series B Preferred Stock, and the PAD Series C Preferred Stock, the “PAD Preferred Stock”) (other than any treasury shares and dissenting shares) that is issued and outstanding immediately prior to the Effective Time will be automatically canceled and converted into the right to receive (A) $5.00 in cash, which amount is equal to the original purchase price per share of PAD Series D Preferred Stock, and (B) a number of Public Shares equal to 300,000 divided by the number of shares of PAD Series D Preferred Stock issued and outstanding immediately prior to the Effective Time; and (vi) each option (whether vested or unvested) to purchase PAD Shares granted under PAD’s 2024 Omnibus Securities and Incentive Plan (each, a “PAD Option”) that is outstanding as of immediately prior to the Effective Time will be automatically canceled and converted into an option to purchase Public Shares upon the same terms and conditions as are in effect with respect to such PAD Option immediately prior to the Effective Time (each, a “New PAD Option”) (collectively, the “Merger Consideration”). Additionally, (A) provided that if any Specified Acquisition (as defined in the Business Combination Agreement) is consummated on or before the Closing Date, the Acquisition Shares (as defined in the Business Combination Agreement) issuable in respect of such Specified Acquisition will be issued to the applicable recipient pursuant to the terms of the definitive agreements providing for such Specified Acquisition, and (B) if any Specified Acquisition has not yet been consummated on or before the Closing Date, the Acquisition Shares issuable pursuant to the terms of the definitive agreements providing for such Specified Acquisition will not be issued and will be issued only upon the consummation, if any, of such Specified Acquisition and in accordance with the terms of the definitive agreements providing for such Specified Acquisition.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of FACT’s shareholders (the “FACT Shareholder Approval”); (ii) the approval and adoption of the Business Combination Agreement by PAD’s stockholders (the “PAD Stockholder Approval”); (iii) the absence of laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation or restraining or imposing any condition on its consummation; (iv) this registration statement (the “Registration Statement”) having been declared effective by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings seeking such a stop order having been initiated or threatened in writing by the SEC; and (v) (A) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), with respect to the Business

Combination having expired or been terminated, (B) at least 60 days shall have elapsed since the submission to the United States Department of State Directorate of Defense Trade Controls of all information required by 22 C.F.R. § 122.4(b), and (C) each consent of any Governmental Authority (as defined in the Business Combination Agreement) required to consummate the Business Combination having been obtained and shall be in full force and effect.

The obligations of PAD to consummate the Business Combination are subject to additional conditions, including, among others: (i) the truth and accuracy of the representations and warranties of FACT and Merger Sub, subject to customary bring-down standards; (ii) material compliance by FACT and Merger Sub with their respective obligations, agreements and covenants under the Business Combination Agreement; (iii) receipt by PAD of a closing certificate of FACT; (iv) there being no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to FACT; (v) FACT having provided the public holders of FACT Class A Shares the opportunity to make redemption elections with respect thereto; (vi) FACT’s initial listing application in connection with the Business Combination shall have been conditionally approved and, immediately following the Effective Time, FACT shall satisfy any applicable initial listing requirements of The New York Stock Exchange (“NYSE”); (vii) the aggregate cash available from FACT’s trust account (the “Trust Account”) and other sources as set forth in the Business Combination Agreement equaling no less than $75,000,000 (after deducting SPAC Transaction Expenses (as defined in the Business Combination Agreement) and any amounts paid to FACT’s shareholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum FACT Cash Amount”); (viii) receipt of certain executed ancillary documents and the amended and restated certificate of incorporation of FACT shall have become effective; and (ix) FACT having taken all necessary and appropriate measures to have all funds held in the Trust Account be disbursed to FACT and released from the Trust Account to New PAD on the Closing Date.

The obligations of FACT and Merger Sub to consummate the Business Combination are subject to additional conditions, including, among other things: (i) the truth and accuracy of the representations and warranties of PAD, subject to customary bring-down standards; (ii) material compliance by PAD with its agreements and covenants under the Business Combination Agreement; (iii) no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to PAD having occurred since the date of the Business Combination Agreement that is continuing; and (iv) receipt of a closing certificate of PAD and certain executed ancillary documents.

As of the date of this proxy statement/prospectus, the Minimum FACT Cash Amount has not been satisfied. The parties intend to satisfy the Minimum FACT Cash Amount through an equity financing (although no such financing has been obtained to date), amounts released to us from the Trust Account and any other sources of financing approved by PAD. In the event that the Minimum FACT Cash Amount is not satisfied as a result of redemptions of Public Shares that reduce the amount available to be released to us from the Trust Account, PAD may, in its sole discretion, waive the Minimum FACT Cash Amount. If PAD waives the Minimum FACT Cash Amount, FACT intends to file a Current Report on Form 8-K within four business days of such event; however, such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the extraordinary general meeting (“EGM”), and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”

In connection with the execution of the Business Combination Agreement, on November 26, 2025, Sponsor HoldCo entered into a support agreement with FACT and PAD (the “Sponsor Support Agreement”), pursuant to which Sponsor HoldCo agreed to vote: (i) in favor of each of the Business Combination Agreement, any ancillary document required by the Business Combination Agreement, the Domestication and the Business Combination, including the Merger, and any other matters necessary or appropriate for consummation of the Business Combination; and (ii) against any proposal relating to an Alternative Transaction (as defined below) or any proposal that would be reasonably likely to materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by PAD or FACT of, prevent or nullify any provision of the Business Combination Agreement. In addition, the Sponsor Support Agreement prohibits Sponsor HoldCo from, among other things, selling, assigning or transferring any FACT Class A Shares or FACT Class B Shares held by it, other than pursuant to the terms of the Sponsor Support Agreement or as expressly contemplated by the Business Combination Agreement, until the earlier of (a) the Closing and (b) the valid termination of the Business Combination Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — Sponsor Support Agreement.”

On November 28, 2025, the Board of Directors of PAD held a meeting at which it ratified, confirmed, and approved PAD’s entrance into the Business Combination Agreement and authorized and approved PAD’s entrance into each ancillary agreement to which PAD is a party, and authorized and approved the Merger.

Additionally, PAD, FACT and certain stockholders of PAD (the “PAD Supporting Stockholders”) have entered into support agreements (collectively, the “PAD Support Agreements”). Pursuant to the PAD Support Agreements, each PAD Supporting Stockholder has agreed to vote: (i) in favor of each of the Business Combination Agreement and the Business Combination and any other matters necessary or reasonably requested by PAD for consummation of the Merger or any other transactions contemplated by the Business Combination Agreement and the approval of the Business Combination; (ii) against any proposal relating to an Alternative Transaction; and (iii) against any proposal that would be reasonably likely to materially impede, interfere with, delay or attempt to discourage, frustrate the purposes of, result in a breach by PAD or FACT of, prevent or nullify any provision of the Business Combination Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — Ancillary Agreements — PAD Support Agreements.”

In connection with the Closing, pursuant to the Business Combination Agreement, (i) PAD, FACT, Sponsor HoldCo and certain other holders of equity interests of FACT will enter into a lock-up agreement (the “Sponsor Lock-Up Agreement”) and (ii) FACT, PAD and certain holders of PAD’s equity interests will each enter into a lock-up agreement (the “PAD Shareholder Lock-Up Agreement” and, together with the Sponsor Lock-Up Agreement, the “Lock-Up Agreements”), in each case with New PAD.

Pursuant to the Lock-Up Agreements, Sponsor HoldCo, the holders of our equity interests signatory thereto, and the holders of PAD’s equity interests signatory thereto, as applicable, will agree not to transfer (except for certain permitted transfers): (i) any shares of New PAD Common Stock issued upon the conversion of PAD equity interests (except for shares of New PAD Common Stock into which 770,000 PAD Shares will convert, which shall be exempt from the transfer restrictions set forth in the PAD Shareholder Lock-Up Agreement) or the Founder Shares and any other FACT Class A Shares that are not converted at the Effective Time, in each case held by such holders after the Closing until 180 days after the Closing Date; and (ii) any shares of New PAD Common Stock issued upon the conversion of shares of FACT Class A Common Stock and held by such holders after the Closing until 90 days after the Closing Date.

PAD is a Florida corporation that implements a strategic acquisition and integration model focused on established businesses within the aerospace and defense industry. Serving as a central coordinating entity, PAD fosters a cohesive family of synergistic subsidiaries, enhancing value through the integration of complementary suppliers.

On November 23, 2025, the FACT Board received an opinion from EntrepreneurShares LLC (“ERShares”) as to the fairness, as of such date, from a financial point of view to the FACT Unaffiliated Shareholders of the Transaction Consideration (as defined below) to be paid by FACT in the Merger pursuant to the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by ERShares, as set forth in such opinion, as more fully described in the subsection “The Business Combination — Opinion of EntrepreneurShares LLC.” A copy of ERShares’ opinion is attached hereto as Annex K. After careful consideration, the FACT Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of FACT and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Domestication and Merger, and “FOR” all other proposals presented to FACT’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of FACT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the FACT Board, you should keep in mind that FACT II Acquisition Parent LLC, a Cayman Islands limited liability company, our sponsor (the “Sponsor”), Sponsor HoldCo, and FACT’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Immediately following the Closing, assuming the redemption of 8,750,000 Public Shares at approximately $[•] per share (estimated using an assumed Closing Date of [•], 2026), or approximately 50% of the Public Shares subject to redemption (the “50% Redemptions Scenario”), and without giving effect to any dilutive instruments, such as the exercise of the New PAD Options, it is expected that (i) Public Shareholders will own approximately 27.5% of the New PAD Common Stock outstanding at that time, (ii) the Sponsor and Sponsor HoldCo will own approximately 12.2% of the New PAD Common Stock outstanding at that time (which includes 3,433,179 Founder Shares, 331,837 Private Placement Shares (as defined below), 134,985 Public Shares (after reflecting the forfeiture of 1,878,333 FACT Forfeited Shares (as defined below) and 600,000 shares of New PAD Common Stock for potential issuance to the Sponsor as performance bonus shares (the “Sponsor Performance Bonus Shares”), and no forfeiture of Sponsor HoldCo Contributed Shares (as defined below)), (iii) FACT’s directors and advisor will own 0.8% of the New PAD Common Stock outstanding at that time, and (iv) PAD Stockholders4 will own approximately 51.4% of the New PAD Common Stock outstanding at that time. The Public Shareholders currently own 73% of the issued and outstanding FACT Ordinary Shares prior to the Business Combination. Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by Sponsor HoldCo and certain directors and officers, holding FACT Class B Shares (collectively, with the Sponsor and Sponsor HoldCo, the “FACT Insiders”) and PAD Stockholders will increase as compared to the overall percentage ownership and voting percentage held by the Public Shareholders, thereby increasing dilution to the Public Shareholders. For more information on the percentage of the issued and outstanding shares of New PAD Common Stock immediately following the Closing that are expected to be held by securityholders, in various redemption scenarios, see “Questions and Answers About the Business Combination — What equity stake will current FACT Shareholders and PAD Stockholders hold in New PAD immediately after the Closing?” and for more information about dilution to the Public Shareholders, see “Dilution.”

Compensation to be Received by the Sponsor, and FACT’s Officers and Directors in Connection with the Business Combination:    Assuming the 50% Redemptions Scenario, Sponsor and Sponsor HoldCo will receive (i) 3,433,179 shares of New PAD Common Stock upon the exchange of 3,433,179 FACT Class B Shares, which were initially purchased prior to the FACT IPO for approximately $0.0037 per share and (ii) 331,837 shares of New PAD Common Stock upon the exchange of 331,837 FACT Class A Shares, which were initially purchased in a private placement that closed concurrently with the FACT IPO for $10.00 per share and (iii) 134,985 shares of New PAD Common Stock (assuming the forfeiture of 1,878,333 FACT Forfeited Shares and 600,000 Sponsor Performance Bonus Shares and no forfeiture of Sponsor HoldCo Contributed Shares. FACT’s independent directors and its Senior Advisor will each receive 30,000 and 20,000 shares of New PAD Common Stock, respectively, upon the exchange of 30,000 and 20,000 FACT Class B Shares held by them, respectively, which shares were issued to them as consideration for services rendered to FACT. The securities to be issued to Sponsor HoldCo and FACT’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution,” “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination,” “Proposal No. 1 — The Business Combination Proposal — Compensation to be Received by the Sponsor, Sponsor HoldCo and FACT’s Officers and Directors in Connection with the Business Combination” and “Information About FACT — Executive and Director Compensation.”

Sponsor HoldCo and FACT’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. No such loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus.

FACT’s independent directors are not members of Sponsor HoldCo. None of the funds in the Trust Account will be used to compensate our officers or directors. Except for administrative services fees paid or to be paid to Sponsor HoldCo, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to Sponsor HoldCo, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target

businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to Sponsor HoldCo and FACT’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution,” “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination,” “Proposal No. 1 — The Business Combination Proposal — Compensation to be Received by the Sponsor, Sponsor HoldCo and FACT’s Officers and Directors in Connection with the Business Combination” and “Information About FACT — Executive and Director Compensation.”

None of our directors or officers has received any cash compensation for services rendered to us. Sponsor HoldCo, the Sponsor, directors and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. No such loans, advances, or out-of-pocket expenses are outstanding as of the date of this proxy statement/prospectus. On November 26, 2025, we entered into an advisory agreement (the “Advisory Agreement”) with the Sponsor pursuant to which the Sponsor will provide certain services to us including, without limitation, in each case relating to the Business Combination, assisting us in preparing presentations, introducing us to potential investors, assisting us in arranging meetings with PAD Stockholders to the extent applicable, and assisting us with the preparation of any press releases and filings. The Advisory Agreement provides for us to pay to the Sponsor a fee of up to $240,000 (which, in our sole discretion, may be payable in up to 12 monthly installments). The Advisory Agreement was reviewed and approved by the FACT Board and our Audit Committee.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, any of Sponsor HoldCo, the Sponsor, any of their respective affiliates or certain of our directors and officers may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. Otherwise, such loans may be repaid only out of funds held outside the Trust Account. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $2,000,000 of such loans may be convertible into FACT Class A Shares or units upon the consummation of our initial business combination at a price of $10.00 per FACT Class A Share or unit, as applicable, at the option of the lender. Such FACT Class A Shares would be identical to the shares sold in the private placements described herein, and such units would be identical to the units sold in the private placements described herein. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than Sponsor HoldCo, the Sponsor or an affiliate of either of Sponsor HoldCo or the Sponsor, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this proxy statement/prospectus, FACT had no outstanding borrowings under Working Capital Loans.

Potential conflicts of interest in connection with the Business Combination:    There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Sponsor HoldCo, FACT officers and directors, PAD officers and directors and (ii) unaffiliated security holders of FACT. Such conflicts of interest may include a material conflict of interest in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsor, Sponsor HoldCo and FACT’s officers and directors in connection with the Business Combination, and the reimbursement of loans and advances. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” for more information.

If FACT has not completed its initial business combination within 18 months from the closing of its initial public offering (“IPO”) (or a 24-month period if FACT has executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) or during any extended time that we have to consummate a business combination beyond 18 months (or 24 months from the closing of the IPO if we have executed a definitive agreement for an initial business combination within 18 months from the closing of the IPO) as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (an “Extension Period”), FACT will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of permitted withdrawals), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the FACT Board, liquidate and dissolve, subject in each case to FACT’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Sponsor HoldCo and FACT’s officers, directors, and advisor have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if FACT fails to complete an initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account.

FACT Class A Shares are listed on Nasdaq under the symbol “FACT.” On November 25, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the FACT Class A Shares was $10.38. As of March 31, 2026, the closing price of the FACT Class A Shares was $10.59. FACT will apply for listing, to be effective at Closing, of the New PAD Common Stock on the NYSE under the symbol “PAD.” It is a condition to PAD’s obligation to consummate the Business Combination that the initial listing application with NYSE in connection with the Business Combination shall have been conditionally approved, and, immediately following the Effective Time, FACT shall satisfy any applicable initial listing requirements of NYSE. FACT and PAD believe that FACT will satisfy the initial listing requirements of NYSE at the Closing, but there can be no assurance such listing condition will be met. If such initial listing application condition is not met, the Business Combination may not be consummated unless such condition is waived by PAD. The NYSE initial listing application condition may be waived by PAD at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, FACT may not have received from NYSE either confirmation of the approval of the initial listing application or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if New PAD has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the New PAD Common Stock will be listed on NYSE or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

FACT is, and New PAD will be, an “emerging growth company” as defined in Rule 405 promulgated under the Securities Act and Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and has elected to comply with certain reduced public company reporting requirements. Investing in New PAD Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 19 of the accompanying proxy statement/prospectus for a discussion of information that should be considered in connection with an investment in New PAD Common Stock.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the EGM. FACT encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 19.

When you review the information included in the accompanying proxy statement/prospectus and consider the FACT Board’s recommendation to vote in favor of the proposals described therein, you should keep in mind that the Sponsor, Sponsor HoldCo and FACT’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor, Sponsor HoldCo and FACT’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating FACT. See the sections entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for further discussion.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated            , 2026 and is first being mailed to FACT’s shareholders on or about            , 2026.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED APRIL 15, 2026

FACT II Acquisition Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Tel: (212) 618-1798

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON            , 2026

To the Shareholders of FACT II Acquisition Corp.:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of FACT II Acquisition Corp., a Cayman Islands exempted company (“FACT”), will be held virtually at            , Eastern Time, on            , 2026. The EGM will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the amended and restated memorandum and articles of association of FACT (as may be amended from time to time, the “FACT Articles”), the physical location of the EGM will be at the offices of Paul Hastings LLP at 2050 M Street NW, Washington, D.C. 20036. You are cordially invited to attend the EGM, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, by ordinary resolution, and adopt the Business Combination Agreement, dated as of November 26, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among FACT, FACT II Acquisition LLC, a Cayman Islands limited liability company (“Sponsor HoldCo”), Patriot Merger Subsidiary, Inc., a Florida corporation and a direct, wholly-owned subsidiary of FACT (“Merger Sub”), and Precision Aerospace & Defense Group, Inc., a Florida corporation (“PAD”), and the transactions contemplated by the Business Combination Agreement, pursuant to which the following will occur: (1) the domestication of FACT as a Delaware corporation, in which FACT will de-register from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the FACT Articles, Section 388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Companies Act of the Cayman Islands (As Revised) (the “Cayman Companies Act”) (the “Domestication”); (2) the merger of Merger Sub with and into PAD with PAD surviving the merger as a wholly-owned subsidiary of FACT (the “Merger”), in accordance with the Business Combination Agreement and the Florida Business Corporation Act; and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Domestication and the Merger, the “Business Combination,” the consummation of the Merger is referred to as the “Closing” and the date of the Closing is referred to as the “Closing Date”), all as described in more detail in the accompanying proxy statement/prospectus. References herein to “New PAD,” “combined company” and “post-combination company” denote FACT immediately following the consummation of the Business Combination. We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, the entry of FACT into the Business Combination Agreement, dated November 26, 2025 (as it may be amended, restated, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”), by and among FACT, Sponsor HoldCo, Merger Sub and PAD (in the form attached to the proxy statement/prospectus of the meeting as Annex A), the consummation of the transactions contemplated by the Business Combination Agreement and the performance by FACT of its obligations thereunder thereby be ratified, approved, adopted and confirmed in all respects.”

(2)    Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, the Stock Issuance Proposal and the Charter Proposal, by special resolution, the deregistration of FACT from the Register of Companies in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the FACT Articles, Section 388 of the DGCL, and Part XII of the Cayman Companies Act. The Domestication is intended to be effected on the date that is one business day prior to the effective time of the Merger, including the filing with the Secretary of State of the State of Delaware a certificate of domestication with respect to the Domestication, together with the proposed amended and restated certificate of incorporation of New PAD (the “New PAD Charter”). Upon the effectiveness of the Domestication, FACT will become a Delaware corporation (“New FACT”) and will be renamed “Precision Aerospace & Defense Group, Inc.” All outstanding securities of FACT will convert into securities of New FACT, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal, the Stock Issuance Proposal and the Charter Proposal, FACT be de-registered in the Cayman Islands pursuant to article 47 of the amended and restated memorandum and articles of association of FACT and Part XII of the Companies Act of the Cayman Islands (As Revised) and transferred by way of continuation to Delaware as a corporation under the laws of the State of Delaware, and, conditioned upon, and with effect from, the registration of FACT as a corporation in the State of Delaware, the name of FACT be changed from “FACT II Acquisition Corp.” to “Precision Aerospace & Defense Group, Inc.” and the registered office of FACT be changed to “7500 College Blvd, 5th Floor, Overland Park, KS 66210.”

(3)    Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, the Domestication Proposal and the Charter Proposal, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance or potential issuance of (i) shares of New PAD Common Stock to in connection with the Business Combination Agreement, and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that FACT has entered, or may enter, into prior to the Closing of the Business Combination. We refer to this proposal as the “Stock Issuance Proposal.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal and the Charter Proposal, for the purposes of complying with applicable listing rules of NYSE the issuance of (i) shares of common stock of New PAD (“New PAD Common Stock”) in connection with the Business Combination and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that FACT has entered, or may enter, into prior to the Closing of the Business Combination, be approved in all respects.”

(4)    Proposal No. 4 — Charter Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal, by special resolution, the New PAD Charter. We refer to this proposal as the “Charter Proposal.” The form of the New PAD Charter is attached to the accompanying proxy statement/prospectus as Annex H.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal, the amended and restated memorandum and articles of association of FACT currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the proposed New PAD Charter (in the

form attached to the proxy statement/prospectus of the meeting as Annex H) including, without limitation, the authorization of the change in authorized share capital as indicated therein, effective upon the effectiveness of the Domestication.”

(5)    Proposal No. 5 — The Advisory Charter Proposals — To consider and vote upon the following six separate proposals (collectively, the “Advisory Charter Proposals”) to approve, subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, on a non-binding and advisory basis by ordinary resolution the certain material differences between the FACT Articles and the New PAD Charter.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as six separate ordinary resolutions on a non-binding and advisory basis only, subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, that the following governance provisions contained in the New PAD Charter be and are hereby approved and adopted:

•        Proposal No. 5A — To amend the FACT Articles to authorize the change in the authorized capital stock of FACT from (i) 200,000,000 FACT Class A Shares, 20,000,000 FACT Class B Shares and 1,000,000 preference shares, par value $0.0001 per share, to (ii) 100,000,000 shares of New PAD Common Stock and 10,000,000 shares of undesignated preferred stock, par value $0.00001 per share.

•        Proposal No. 5B — To amend the FACT Articles to authorize adopting the State of Delaware as the exclusive forum for certain stockholder litigation.

•        Proposal No. 5C — To amend the FACT Articles to approve provisions requiring the affirmative vote of at least (i) a majority of New PAD’s then outstanding capital stock (except where a lower threshold is provided by the DGCL) for amendments to the New PAD Charter; and (ii) a majority of the New PAD Board or a majority of New PAD’s then outstanding capital stock for amendments to the New PAD Bylaws.

•        Proposal No. 5D — To amend the FACT Articles to approve provisions permitting the removal of a director only for cause and only by the affirmative vote of not less than a majority of the outstanding shares entitled to vote at an election of directors, voting together as a single class.

•        Proposal No. 5E — To amend the FACT Articles to approve provisions requiring stockholders to take action at an annual or special meeting and prohibiting stockholder action by written consent in lieu of a meeting.

•        Proposal No. 5F — To amend the FACT Articles to authorize (i) changing the corporate name from “FACT II Acquisition Corp.” to “Precision Aerospace & Defense Group, Inc.,” (ii) making New PAD’s corporate existence perpetual, and (iii) removing certain provisions related to FACT’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.”

(6)    Proposal No. 6 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, by ordinary resolution, the New PAD 2026 Omnibus Securities and Incentive Plan (the “New PAD Incentive Plan”). We refer to this proposal as the “Incentive Plan Proposal.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, the New PAD 2026 Omnibus Securities and Incentive Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex J, be adopted and approved.”

(7)    Proposal No. 7 — Director Election Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, by ordinary resolution of the holders of FACT Class B Shares, the election of seven directors to serve on the New PAD board of directors until their respective successors are duly elected and qualified. We refer to this proposal as the “Director Election Proposal.”

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution of the holders of Class B ordinary shares, that subject to the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, the persons named below be elected to serve on the New PAD board of directors until their respective successors are duly elected and qualified, effective upon the consummation of the Business Combination.”

(8)    Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the EGM to a later date or dates, if necessary or desirable (the “Adjournment Proposal”).

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the EGM be adjourned to a later date or dates, if the FACT Board deems it necessary or desirable, be approved.”

Approval of each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.” Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Charter Proposals, Director Election Proposal and Incentive Plan Proposal are each conditioned on the approval of the Condition Precedent Proposals and approval of each is a condition to consummating the Business Combination. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Only holders of record of FACT Class A Shares and FACT Class B Shares (together, the “FACT Ordinary Shares”) at the close of business on [•], 2026 (the “Record Date”) are entitled to notice of and to vote at and to have their votes counted at the EGM and any adjournment of the EGM.

This proxy statement/prospectus and accompanying proxy card is being provided to FACT’s shareholders in connection with the solicitation of proxies to be voted at the EGM and at any adjournment of the EGM. Whether or not you plan to attend the EGM, all of FACT’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 19 of this proxy statement/prospectus.

After careful consideration, the FACT Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of FACT and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the transactions contemplated thereby, including the Domestication and Merger, and “FOR” all other proposals presented to FACT’s shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of FACT’s

unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the FACT Board, you should keep in mind that the Sponsor, Sponsor HoldCo and FACT’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” for further discussion of these considerations.

Public Shareholders, other than the Sponsor, Sponsor HoldCo and the FACT Insiders, may request that FACT redeem all or a portion of his, her, or its Public Shares for cash if the Business Combination is consummated. As a holder of Public Shares, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     hold Public Shares or hold Public Shares through FACT Units and elect to separate your FACT Units into the underlying Public Shares and FACT Warrants prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Odyssey Transfer and Trust Company (“Odyssey”), FACT’s transfer agent, which request includes the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that FACT redeem all or a portion of your Public Shares for cash; and

(iii)   tender or deliver your Public Shares (and share certificates (if any) and other redemption forms) to Odyssey, physically or electronically through The Depository Trust Company (“DTC”) DWAC (Deposit/Withdrawal at Custodian) system.

Holders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to [•], Eastern Time, on [•], 2026 (two business days before the scheduled date of the EGM) in order for their Public Shares to be redeemed.

Holders of Public Shares (other than the Sponsor, Sponsor HoldCo and the FACT Insiders) may elect to redeem all or a portion of their Public Shares regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder (other than the Sponsor, Sponsor HoldCo and the FACT Insiders) properly exercises its right to redeem all or a portion of the Public Shares that it holds, including timely delivering such shares to Odyssey, FACT will redeem such Public Shares for a per-share price, payable in cash, equal to the pro rata portion of the funds held in the trust account established at the consummation of FACT’s initial public offering (the “Trust Account”), including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), calculated as of two business days prior to the consummation of the Business Combination (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the FACT Class A Shares, as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the FACT Class A Shares when Public Shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its Public Shares for cash and will no longer own Public Shares. See “The Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will not be redeemed.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of FACT’s shareholders (the “FACT Shareholder Approval”); (ii) the approval and adoption of the Business Combination Agreement by PAD’s stockholders (the “PAD Stockholder Approval”); (iii) the absence of laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation or restraining or imposing any condition on its consummation; (iv) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings seeking such a stop order having been initiated or threatened in writing by the SEC; and (v) (A) all applicable waiting periods under the HSR Act with respect to the Business Combination having expired or been terminated, (B) at least 60 days shall have elapsed since the submission to the United States Department of State Directorate of Defense Trade Controls of all information required by 22 C.F.R. § 122.4(b), and (C) each consent of any Governmental Authority (as defined in the Business Combination Agreement) required to consummate the Business Combination having been obtained and shall be in full force and effect.

The obligations of PAD to consummate the Business Combination are subject to additional conditions, including, among others: (i) the truth and accuracy of the representations and warranties of FACT and Merger Sub, subject to customary bring-down standards; (ii) material compliance by FACT and Merger Sub with their respective obligations, agreements and covenants under the Business Combination Agreement; (iii) receipt by PAD of a closing certificate of FACT; (iv) there being no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to FACT; (v) FACT having provided the Public Shareholders the opportunity to make redemption elections with respect thereto; (vi) FACT’s initial listing application in connection with the Business Combination shall have been conditionally approved and, immediately following the Effective Time, FACT shall satisfy any applicable initial listing requirements of NYSE; (vii) the aggregate cash available from the Trust Account and other sources as set forth in the Business Combination Agreement equaling no less than $75,000,000 (after deducting SPAC Transaction Expenses (as defined in the Business Combination Agreement) and any amounts paid to FACT’s shareholders that exercise their redemption rights in connection with the Business Combination) (the “Minimum FACT Cash Amount”); (viii) receipt of certain executed ancillary documents and the amended and restated certificate of incorporation of FACT shall have become effective; and (ix) FACT having taken all necessary and appropriate measures to have all funds held in the Trust Account be disbursed to FACT and released from the Trust Account to New PAD on the Closing Date.

The obligations of FACT and Merger Sub to consummate the Business Combination are subject to additional conditions, including, among other things: (i) the truth and accuracy of the representations and warranties of PAD, subject to customary bring-down standards; (ii) material compliance by PAD with its agreements and covenants under the Business Combination Agreement; (iii) no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to PAD having occurred since the date of the Business Combination Agreement that is continuing; and (iv) receipt of a closing certificate of PAD and certain executed ancillary documents.

Only holders of record of FACT Ordinary Shares at the close of business on the Record Date are entitled to notice of and to have their votes counted at the EGM and any adjournment of the EGM.

The approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Business Combination Proposal is conditioned on the approval of the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Domestication Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

The approval of the Domestication Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Stock Issuance Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Charter Proposal is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

The approval of the Charter Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Charter Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Stock Issuance Proposal is not approved, the Charter Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

The approval of the Advisory Charter Proposals requires an ordinary resolution on a non-binding and advisory basis only, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Advisory Charter Proposals are conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Advisory Charter Proposals will have no effect, even if approved by holders of FACT Ordinary Shares.

The approval of the Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

Approval of the Director Election Proposal requires an ordinary resolution of the holders of the FACT Class B Shares, being the affirmative vote of a simple majority of the votes cast by the holders of the FACT Class B Shares, who, being entitled to do so, vote in person or by proxy at the EGM. The Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Director Election Proposal will have no effect, even if approved by holders of FACT Class B Shares.

The approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Adjournment Proposal is not conditioned upon the approval of any other proposal to be voted on at the EGM.

In connection with FACT’s initial public offering (“IPO”), FACT’s initial shareholders, directors and officers, the Sponsor and Sponsor HoldCo entered into a letter agreement with FACT (the “Letter Agreement”), pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the IPO without any separate consideration paid. The FACT Insiders collectively own 6,595,833 FACT Ordinary Shares, or approximately 27% of the issued and outstanding FACT Ordinary Shares, as follows: (i) the Sponsor owns 0 FACT Class B Shares and 17,500 FACT Class A Shares; (ii) the FACT independent directors each own 30,000 FACT Class B Shares, for an aggregate of 90,000 FACT Class B Shares; (iii) our Executive Chairman owns 130,000 FACT Class B Shares; and (iv) Sponsor HoldCo owns an aggregate of 440,000 FACT Class A Shares, 325,000 restricted FACT Class A Shares and 5,593,333 FACT Class B Shares.

Your vote is very important. Whether or not you plan to attend the EGM, please submit your vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the EGM. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the EGM. The Business Combination will be consummated only if the Condition Precedent Proposals are approved at the EGM, and if the other conditions to Closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Charter Proposals, Director Election Proposal and Incentive Plan Proposal are each conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the EGM. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the EGM in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the EGM and will not be voted. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus. An abstention or broker non-vote will be counted towards the quorum requirement. Abstentions and broker non-votes will not count as votes cast at the EGM and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and neither an abstention nor a broker non-vote is a vote cast. If you are a shareholder of record and you attend the EGM and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your FACT Ordinary Shares, please contact Sodali & Co. (“Sodali”), our proxy solicitor, by email at [•]. Individuals may also call Sodali toll free at (800) 662-5200; banks and brokers can call (203) 658-9400. This notice of EGM and the proxy statement/prospectus are available at [•].

Thank you for your participation. We look forward to your continued support.

Important Notice Regarding the Availability of Proxy Materials for the EGM to be held on            , 2026: This notice of EGM and the related proxy statement will be available at [•].

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT ROBERT RACKIND AND ADAM GISHEN AS YOUR PROXY TO VOTE YOUR SHARES IN THEIR DISCRETION. ROBERT RACKIND AND ADAM GISHEN WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO ODYSSEY AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EGM, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO ODYSSEY, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN

TABLE OF CONTENTS

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*        To be filed by amendment.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our” and “FACT” refer to FACT II Acquisition Corp. and the terms “New PAD,” “combined company” and “post-combination company” refer to New PAD (f/k/a FACT II Acquisition Corp. as of immediately following the consummation of the Business Combination) and its subsidiaries following the consummation of the Business Combination.

In this document:

“Acquisition Shares” means up to 5,447,084 shares of New Pad Common Stock that may be issued pursuant to pending PAD acquisitions and acquisitions for which PAD may enter into after the date of this proxy statement/prospectus.

“Adjournment Proposal” means the proposal to approve, by ordinary resolution, the adjournment of the EGM to a later date or dates, if necessary or desirable.

“Advisory Charter Proposals” means the six proposals to be considered at the EGM to approve on a non-binding and advisory basis by ordinary resolution certain material differences between the FACT Articles and the New PAD Charter.

“Aerofab” means Aerofab NDT, LLC, a Washington limited liability company.

“Alternative Transaction” means (i) with respect to PAD and its subsidiaries, a transaction (other than the Business Combination) concerning the sale of (A) 15% or more of the business or assets of the PAD and its subsidiaries on a consolidated basis or (B) 15% or more of the issued and outstanding shares or other equity interests or profits of PAD, in any case, whether such transaction takes the form of a sale of shares or other equity interests, assets, merger, consolidation, issuance of debt securities, management contract, joint venture or partnership, or otherwise, and (ii) with respect to FACT, a transaction (other than the Business Combination) concerning a business combination.

“Business Combination” means, collectively, the Merger, the Domestication and the other transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 26, 2025, by and among FACT, Sponsor HoldCo, Merger Sub, and PAD (as it may be amended, restated, supplemented, or otherwise modified from time to time).

“Business Combination Proposal” means the proposal to be considered at the EGM to approve and adopt the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement.

“Cayman Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“CCM” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (f/k/a Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC).

“Charter Proposal” means the proposal to be considered at the EGM to approve, by special resolution, the New PAD Charter.

“Class B Share Conversion” means the conversion of a FACT Class B Share into a FACT Class A Share on a one-for-one basis (a) at any time and from time to time at the option of each holder of a FACT Class B Share and (b) concurrently with or immediately following the consummation of a business combination, pursuant to the terms of the FACT Articles, subject to adjustment as defined therein.

“Closing” means the closing of the Business Combination.

“Closing Date” means the date the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“completion window” means the time in which FACT has to complete its initial business combination pursuant to the terms of the FACT Articles, which is until the date that is within 18 months from the closing of its IPO (or 24 months from the closing of its IPO if it has executed a definitive agreement for an initial business combination within 18 months from the closing of its IPO), or by such earlier liquidation date as the FACT Board may approve.

“Condition Precedent Proposals” means the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal, the approval of each of which is a condition to consummating the Business Combination.

“DGCL” means the Delaware General Corporation Law.

“Director Election Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, the election of seven directors to serve on the New PAD Board.

“Domestication” means the deregistration of FACT from the Cayman Islands and the registration by way of continuation of FACT as a corporation incorporated in the State of Delaware, in accordance with the FACT Articles, Section 388 of the DGCL and Part XII of the Cayman Companies Act.

“Domestication Proposal” means the proposal to be considered at the EGM to approve, by special resolution, the Domestication.

“DTC” means The Depository Trust Company.

“Effective Time” means the effective time of the Merger.

“EGM” means the extraordinary general meeting of the FACT Shareholders, to be held virtually at            a.m., Eastern Time, on            , 2026. The EGM will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the FACT Articles, the physical location of the EGM will be at the offices of Paul Hastings LLP at 200 Park Avenue, New York, New York 10016.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“FACT” means FACT II Acquisition Corp., a Cayman Islands exempted company.

“FACT Articles” means the amended and restated memorandum and articles of association of FACT (as may be amended from time to time).

“FACT Board” means the board of directors of FACT.

“FACT Class A Common Stock” means the Class A common stock of FACT, par value $0.0001 per share, after the Domestication.

“FACT Class A Shares” means the Class A ordinary shares of FACT, par value $0.0001 per share, prior to the Domestication.

“FACT Class B Common Stock” means the Class B common stock of FACT, par value $0.0001 per share, after the Domestication.

“FACT Class B Shares” means the Class B ordinary shares of FACT, par value $0.0001 per share, prior to the Domestication.

“FACT Closing Cash” means the aggregate cash proceeds available for release to FACT from the Trust Account (net of the amount to be paid to redeeming Public Shareholders and after payment of any transaction expenses) and other sources as set forth in the Business Combination Agreement.

“FACT Common Stock” means, collectively, the FACT Class A Common Stock and FACT Class B Common Stock.

“FACT Forfeited Shares” means the Founder Shares, Private Placement Units and FACT Class A Shares to be forfeited by the Sponsor and Sponsor HoldCo to FACT, equal to 1,878,333.

“FACT Insiders” means the Sponsor, Sponsor HoldCo, and certain directors and officers of FACT holding FACT Class B Shares.

“FACT Ordinary Shares” means FACT Class A Shares and FACT Class B Shares.

“FACT Shareholders” means holders of FACT Ordinary Shares.

“FACT Shareholder Approval” means the requisite vote by the FACT Shareholders to approve and adopt the Business Combination Agreement and transactions contemplated thereby.

“FACT Unaffiliated Shareholders” means holders of FACT Ordinary Shares other than (i) the Sponsor, (ii) Sponsor HoldCo, and (iii) officers, directors or affiliates of FACT.

“FACT Units” means the units sold in the IPO, each consisting of one FACT Class A Share and one-half of one redeemable public warrant.

“FACT Warrants” means collectively, the public warrants and the private placement warrants.

“Financing” means an equity financing to be entered into by FACT, PAD and third-party investors pursuant to the Business Combination Agreement.

“Founder Shares” means the FACT Class B Shares purchased by the Sponsor in a private placement prior to the IPO, and the FACT Class A Shares that will be issued upon the conversion thereof.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

“Incentive Plan Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, the New PAD Incentive Plan.

“IPO” means FACT’s initial public offering of its units, ordinary shares and warrants pursuant to its registration statement on Form S-1 declared effective by the SEC on November 25, 2024 (SEC File No. 333-281593).

“Letter Agreement” means the letter agreement entered into by FACT’s initial shareholders, directors and officers, the Sponsor and Sponsor HoldCo, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination.

“Lock-Up Agreements” means collectively the Sponsor Lock-Up Agreement and the PAD Shareholder Lock-Up Agreement.

“Maney” means Maney Aircraft, Inc., a California corporation.

“Merger” means the merger of Merger Sub with and into PAD with PAD surviving the merger as a wholly-owned subsidiary of FACT.

“Merger Sub” means Patriot Merger Subsidiary, Inc., a Florida corporation and a direct, wholly-owned subsidiary of FACT.

“Merger Consideration” means (i) an aggregate of 13,309,791 shares of New PAD Common Stock to be issued to the PAD Stockholders in exchange for their PAD Shares and shares of PAD Preferred Stock, (ii) the $8,264,394 payable to the former holders of shares of PAD Preferred Stock, and (iii) the New PAD Options into which the PAD Options will be converted, in each case as of the Effective Time.

“Minimum FACT Cash Amount” means the aggregate cash proceeds from the Trust Account (as defined below) and other sources as set forth in the Business Combination Agreement, equaling no less than $75,000,000 (after deducting SPAC Transaction Expenses (as defined in the Business Combination Agreement) and any amounts paid to FACT Shareholders that exercise their redemption rights in connection with the Business Combination).

“Nasdaq” means The Nasdaq Stock Market LLC.

“New FACT” means FACT after the consummation of the Domestication.

“New FACT Board” means the board of directors of New FACT.

“New PAD” means New FACT after the consummation of the Business Combination, which will be named “Precision Aerospace & Defense Group, Inc.”

“New PAD Board” means the board of directors of New PAD.

“New PAD Bylaws” means the proposed new bylaws of New PAD, to take effect upon the consummation of the Merger.

“New PAD Charter” means the proposed new certificate of incorporation of New PAD, to take effect upon the consummation of the Merger.

“New PAD Common Stock” means the FACT Class A Common Stock after the Merger.

“New PAD Incentive Plan” means the New PAD 2026 Omnibus Securities and Incentive Plan.

“New PAD Option” means an option to purchase Public Shares upon the same terms and conditions as were in effect with respect to the PAD Option immediately prior to the Effective Time.

“non-managing Sponsor HoldCo investors” means certain investors (none of which are affiliated with any member of FACT’s management, the Sponsor or any other investor, except for Robert Rackind, FACT’s Executive Chairman) that (i) purchased $88 million of FACT Units sold in the IPO at the offering price and (ii) purchased, indirectly through the purchase of non-managing Sponsor HoldCo membership interests, (A) an aggregate of 260,000 Private Placement Units at a price of $10.00 per unit and (B) 162,500 Private Placement Units and 325,000 restricted FACT Class A Shares, which shares would vest only upon the consummation of the initial business combination, at a combined price of $10.00 per Private Placement Security (as defined below) ($4,225,000 in the aggregate), reflecting the issuance of restricted FACT Class A Shares at no additional price; subject to each non-managing Sponsor HoldCo investor purchasing, indirectly through Sponsor HoldCo, the Private Placement Units or Private Placement Securities, as applicable, allocated to, Sponsor HoldCo issued membership interests at a nominal purchase price to the non-managing Sponsor HoldCo investors at the closing of the IPO reflecting interests in an aggregate of 6,468,333 Founder Shares (which were subsequently reduced by 875,000 Founder Shares that were forfeited effective as of January 10, 2025 upon the expiry of the underwriters’ over-allotment option) and 325,000 restricted FACT Class A Shares, as applicable, held by Sponsor HoldCo.

“NYSE” means the New York Stock Exchange.

“Odyssey” or “Transfer Agent” means Odyssey Transfer and Trust Company, FACT’s transfer agent.

“PAD” means Precision Aerospace & Defense Group, Inc., a Florida corporation.

“PAD Board” means the board of directors of PAD.

“PAD Option” means an option to purchase PAD Shares granted under PAD’s 2024 Omnibus Securities and Incentive Plan.

“PAD Preferred Stock” means the PAD Series A Preferred Stock, the PAD Series B Preferred Stock, the PAD Series C Preferred Stock, and the PAD Series D Preferred Stock, collectively.

“PAD Series A Preferred Stock” means shares of Series A Preferred Stock of PAD, par value $0.001 per share.

“PAD Series B Preferred Stock” means shares of Series B Preferred Stock of PAD, par value $0.001 per share.

“PAD Series C Preferred Stock” means shares of Series C Preferred Stock of PAD, par value $0.001 per share.

“PAD Series D Preferred Stock” means shares of Series D Preferred Stock of PAD, par value $0.001 per share.

“PAD Series E Preferred Stock” means shares of Series E Preferred Stock of PAD, par value $0.001 per share.

“PAD Shareholder Lock-Up Agreement” means the lock-up agreement to be entered into in connection with the Closing pursuant to the Business Combination Agreement by FACT, PAD, certain holders of PAD’s equity interests and New PAD.

“PAD Shares” means shares of common stock of PAD, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time.

“PAD Stockholder Approval” means the requisite vote by stockholders of PAD to approve and adopt the Business Combination Agreement and transactions contemplated thereby.

“PAD Stockholders” means holders of PAD’s capital stock.

“PAD Support Agreements” means, collectively, each of the Voting and Support Agreements, dated as of January 6, 2026 or January 19, 2026, by and among FACT, PAD and a PAD Supporting Stockholder.

“PAD Supporting Stockholders” means those stockholders of PAD who are parties to a PAD Support Agreement.

“Permitted Withdrawals” means amounts withdrawn from the Trust Account to pay franchise and income tax obligations.

“Private Placement” means the private placement, which closed simultaneously with the closing of the IPO, of an aggregate of 500,625 Private Placement Units at a price of $10.00 per Private Placement Unit and 162,500 Private Placement Securities at a price of $10.00 per Private Placement Security, generating gross proceeds of $6,631,250, as follows: (i) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor; (ii) (A) 260,000 Private Placement Units and (B) 162,500 Private Placement Units and 325,000 restricted FACT Class A Shares ($4,225,000 in the aggregate) with Sponsor HoldCo; (iii) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM; and (iv) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate).

“Private Placement Security” means collectively, two restricted FACT Class A Shares and a Private Placement Unit sold in the Private Placement.

“Private Placement Shares” means the FACT Class A Shares sold as part of the Private Placement Units.

“Private Placement Units” means the units issued to Sponsor HoldCo, CCM and Seaport in the Private Placement, which are identical to the units sold in the IPO, subject to certain limited exceptions described in the prospectus filed on November 26, 2024.

“private placement warrants” means the warrants sold as part of the Private Placement Units.

“Public Shareholder” means a holder of Public Shares.

“Public Shares” means collectively the FACT Class A Common Stock (prior to the consummation of the Merger) and the New PAD Common Stock (following consummation of the Merger) and the FACT Class A Shares.

“public warrants” means warrants sold as part of the units in the IPO.

“Record Date” means [•], 2026.

“Redemption Price” means the per-share price, payable in cash, equal to the pro rata portion of the funds held in the Trust Account including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), calculated as of two business days prior to the consummation of the Business Combination at which each Public Share may be redeemed in connection with the Business Combination, pursuant to the FACT Articles.

“Registration Statement” means the registration statement of which this proxy statement/prospectus forms a part.

“restricted FACT Class A Shares” means FACT Class A Shares issued pursuant to the Private Placement that may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 90 days after the completion of our initial business combination.

“Seaport” means Seaport Global Securities LLC.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Senior Advisor” means Rachelle du Rocher, a senior advisor to FACT.

“Sodali” means Sodali & Co., FACT’s proxy solicitor.

“Sponsor” means FACT II Acquisition Parent LLC, a Cayman Islands limited liability company.

“Sponsor HoldCo” means FACT II Acquisition LLC, a Cayman Islands limited liability company.

“Sponsor HoldCo Contributed Shares” means a number of shares of New PAD Common Stock that may be forfeited by Sponsor HoldCo, as determined by Sponsor HoldCo, in its sole discretion, in connection with (i) SPAC Transaction Expenses (as defined in the Business Combination Agreement) that exceed an expense cap as set forth in the Business Combination Agreement, and (ii) other liabilities and unpaid expenses of FACT being carried forward at the Closing.

“Sponsor Lock-Up Agreement” means the lock-up agreement to be entered into in connection with the Closing pursuant to the Business Combination Agreement by PAD, FACT, Sponsor HoldCo, certain other holders of equity interests of FACT and New PAD.

“Sponsor Support Agreement” means Sponsor Support Agreement, dated November 26, 2025, by and among FACT, PAD and Sponsor HoldCo, as it may be amended and supplemented from time to time.

“Stock Issuance Proposal” means the proposal to be considered at the EGM to approve, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance or potential issuance of (i) shares of New PAD Common Stock to in connection with the Business Combination Agreement, and (ii) any other issuances of preferred stock, common stock and securities convertible into or exercisable for common stock pursuant to subscription, purchase or similar agreements that FACT has entered, or may enter, into prior to the Closing of the Business Combination.

“Transaction Consideration” means the aggregate equity consideration to be issued to PAD Stockholders (including holders of options, warrants and other convertible securities) in connection with the Business Combination, in the form of shares of New PAD Common Stock, based on a pre-money enterprise value of PAD of $317 million and after giving effect to adjustments for debt, cash and transaction expenses. For the avoidance of doubt, Transaction Consideration as used herein excludes any cash consideration payable to holders of PAD Preferred Stock, which is not reflected in the ERShares fairness opinion.

“Trust Account” means the trust account established in connection with the IPO.

“V&M” means AOP Precision Products, LLC, d/b/a V&M Precision Machining and Grinding, a Florida limited liability company.

“U.S. GAAP” means the accounting principles generally accepted in the United States of America.

“Working Capital Loans” means any loans provided by Sponsor HoldCo, the Sponsor, any of their respective affiliates, or FACT’s directors and officers to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination.

FINANCIAL STATEMENT PRESENTATION

FACT

FACT is a blank check company, incorporated as a Cayman Islands exempted company on June 19, 2024 for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. FACT currently has no material assets and does not currently operate any businesses. The financial statements of FACT included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

PAD

PAD was originally organized on July 8, 2016 as a limited liability company in the State of Florida as Precision Aerospace Group, LLC. On November 3, 2023, Precision Aerospace Group, LLC was converted to a Florida corporation and on April 16, 2025, it changed its name to Precision Aerospace & Defense Group, Inc. pursuant to the Articles of Conversion filed with the Florida Secretary of State. The financial statements of PAD included in this proxy statement/prospectus have been prepared in accordance with U.S. GAAP.

This proxy statement/prospectus contains:

•        the audited financial statements of FACT as of December 31, 2024 and for the period from June 19, 2024 (inception) through December 31, 2024 and the unaudited financial statements of FACT as of September 30, 2025 and the three and nine months ended September 30, 2025; and

•        the audited financial statements of PAD as of December 31, 2024 and 2023 and for the years ended December 31, 2024 and 2023 and the unaudited financial statements of PAD as of September 30, 2025 and for the three and nine months ended September 30, 2025.

Unless indicated otherwise, financial data presented in this proxy statement/prospectus have been taken from the audited and unaudited financial statements of FACT and PAD, as applicable, included in this proxy statement/prospectus.

In this proxy statement/prospectus, unless otherwise specified, all monetary amounts are in U.S. dollars, and all references to “$,” “US$,” “USD” and “dollars” mean U.S. dollars.

In this proxy statement/prospectus, certain monetary amounts, percentages and other figures included herein have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

MARKET AND INDUSTRY DATA

In this proxy statement/prospectus, FACT and PAD rely on and refer to industry data, information and statistics regarding the industry and markets in which PAD competes from publicly available information, industry and general publications and research and studies conducted by third parties. Each of FACT and PAD has taken such care as it considers reasonable in the extraction and reproduction of information from such data from third-party sources.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. The industry in which New PAD will operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the sections titled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” and elsewhere in this proxy statement/prospectus. Furthermore, such information and data cannot always be verified with complete certainty due to limits on the availability and reliability of data, the voluntary nature of the data gathering process and other limitations and uncertainties. Finally, while each of FACT and PAD believes its own internal estimates and research are reliable, and is not aware of any misstatements regarding such information and data presented in this proxy statement/prospectus, such research has not been verified by any independent source. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section of this proxy statement/prospectus titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts or estimates from independent third parties and us.

Notwithstanding anything in this proxy statement/prospectus to the contrary, FACT and PAD are responsible for all disclosures in this proxy statement/prospectus.

TRADEMARKS, TRADE NAMES AND SERVICE MARKS

This proxy statement/prospectus contains references to trademarks and service marks belonging to other entities.

FACT, PAD and their respective affiliates own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their businesses. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and ℠ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks, trade names and service marks. FACT and PAD do not intend their use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of them by, any other companies.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the EGM and the proposals to be presented at the EGM, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to FACT Shareholders. Shareholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the EGM.

Q:     Why am I receiving this proxy statement/prospectus?

A:     You are receiving this proxy statement/prospectus because you are a FACT Shareholder and you are entitled to vote at the EGM to approve the matters set forth herein. This document serves as:

•        a proxy statement of FACT to solicit proxies for the EGM to vote on the proposals set forth herein; and

•        a prospectus of FACT to offer New PAD Common Stock to FACT Shareholders and PAD Stockholders (other than the PAD Supporting Stockholders) in the Business Combination.

FACT Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. FACT is proposing to consummate the Business Combination with PAD. FACT, Sponsor HoldCo, Merger Sub and PAD have entered into the Business Combination Agreement, the terms of which are described in this proxy statement/prospectus. A copy of the Business Combination Agreement is attached hereto as Annex A. FACT urges its shareholders to read the Business Combination Agreement in its entirety.

THE VOTE OF THE FACT SHAREHOLDERS IS IMPORTANT. FACT SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE EGM.

Q:     What proposals are FACT Shareholders being asked to vote on?

A:     At the EGM, FACT is asking holders of FACT Ordinary Shares to consider and vote upon the following proposals:

•        the Business Combination Proposal;

•        the Domestication Proposal;

•        the Stock Issuance Proposal;

•        the Charter Proposal;

•        the Advisory Charter Proposals;

•        the Incentive Plan Proposal;

•        the Director Election Proposal (only holders of FACT Class B Shares may vote on this proposal); and

•        the Adjournment Proposal (if presented).

If the FACT Shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Stock Issuance Proposal” and “Proposal No. 4 — The Charter Proposal.”

FACT will hold the EGM to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the EGM. FACT Shareholders should read it carefully.

After careful consideration, the FACT Board has determined that each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Charter Proposal, the Advisory Charter Proposals, the Incentive Proposal, the Director Election Proposal and the Adjournment Proposal, if presented, are fair, advisable, and in the best interests of FACT and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of FACT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FACT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Sponsor HoldCo and FACT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” for a further discussion of these considerations.

Q:     Are the proposals conditioned on one another?

A:     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the EGM. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Charter Proposals, Director Election Proposal and Incentive Plan Proposal are each also conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Q:     I am a holder of Public Shares. Why am I receiving this proxy statement/prospectus?

A:     Upon consummation of the Business Combination, and without any action on the part of any party or any other person, each outstanding FACT Class A Share (excluding Public Shares validly submitted for redemption and the FACT Forfeited Shares, but including FACT Class A Shares issued upon the Class B Share Conversion) will be reclassified as one share of New PAD Common Stock. This proxy statement/prospectus includes important information about New PAD and the business of New PAD and its subsidiaries following consummation of the Business Combination. FACT urges you to read the information contained in this proxy statement/prospectus carefully.

Q:     Why is FACT proposing the Business Combination?

A:     FACT was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses.

On November 25, 2024, FACT consummated its IPO of 17,500,000 FACT Units, generating gross proceeds of $175,000,000. Simultaneously with the consummation of the IPO and the issuance and sale of the FACT Units, FACT consummated the private placement of an aggregate of 500,625 Private Placement Units at a price of $10.00 per Private Placement Unit and 162,500 Private Placement Securities at a price of $10.00 per Private Placement Security, generating gross proceeds of $6,631,250, as follows: (A) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor, (B) (i) 260,000 Private Placement Units and (ii) 162,500 Private Placement Units and 325,000 restricted FACT Class A Shares ($4,225,000 in the aggregate) with Sponsor HoldCo, (C) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM, and (D) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate). Following the closing of the IPO, on November 27, 2024, an amount of $175,875,000 ($10.05 per unit) of the net proceeds of the IPO and the Private Placement was placed in the Trust Account, located in the United States, with Odyssey acting as trustee, and the funds were invested or held either (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, (ii) as uninvested cash, or (iii) in an interest bearing bank demand deposit account or other accounts at a bank, as determined by FACT, until the earlier of (A) the completion of a business combination and (B) the distribution of the funds in the Trust Account to the FACT Shareholders. Since the IPO, FACT’s activity has been limited to the evaluation of business combination target companies.

PAD is a Florida corporation that implements a strategic acquisition and integration model focused on established businesses within the aerospace and defense industry. Serving as a central coordinating entity, PAD fosters a cohesive family of synergistic subsidiaries, enhancing value through the integration of complementary suppliers. The FACT Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including the FACT Board’s review of the results of the due diligence conducted by FACT management and its advisors. As a result, the FACT Board concluded that the Business Combination with PAD would present a unique business combination opportunity and is in the best interests of FACT and its shareholders. The FACT Board also considered certain potentially material negative factors as well as certain potential conflicts of interest in arriving at that conclusion.

These factors are discussed in greater detail in the section entitled “Proposal No. 1 — The Business Combination Proposal — The FACT Board’s Reasons for the Approval of the Business Combination,” as well as in the section entitled “Risk Factors.”

Q:     What are the reasons for the structure and timing of the Business Combination?

A:     FACT was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. Following the completion of the IPO, at the direction of the FACT Board, FACT’s management and directors commenced a search for potential business combination targets, leveraging FACT’s founders and executives, investment bankers, private equity firms and hedge funds and numerous other business relationships, as well as the prior experience and network of FACT’s management and directors. FACT reviewed over 100 potential business combination opportunities, entered into non-disclosure agreements with and conducted due diligence on 15 companies, and submitted non-binding letters of intent to representatives from five potential target companies other than PAD. FACT management ultimately decided not to pursue continued discussions with such alternate targets because FACT concluded that these other target businesses were not suitable business combination opportunities for FACT based on, among other factors, its due diligence indicating that the target businesses did not meet the criteria FACT had established at the time of its IPO, and instead FACT focused its efforts on PAD.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination is consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for FACT to complete an initial business combination pursuant to the FACT Articles.

For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination.”

Q:     What will FACT Shareholders receive in the Business Combination?

A:     Upon the Domestication, each outstanding FACT Class A Share (excluding Public Shares validly submitted for redemption and the FACT Forfeited Shares, but including FACT Class A Shares issued upon the Class B Share Conversion) will be reclassified as one share of New PAD Common Stock.

Q:     What will PAD Stockholders receive in the Business Combination?

A:     At the Effective Time, each share of PAD’s capital stock that is issued and outstanding as of immediately prior to the Effective Time (excluding treasury shares and dissenting shares) will be automatically canceled and converted into the right to receive shares of New PAD Common Stock as set forth in the Business Combination Agreement and, with respect to each share of PAD Preferred Stock, cash in the amount of $5.00 and an amount in cash equal to all dividends on such share of PAD Preferred Stock that are due and unpaid as of the Effective Time.

In considering the recommendation of the FACT Board to vote in favor of approval of the proposals set forth in this proxy statement/prospectus, FACT Unaffiliated Shareholders should keep in mind that the Sponsor, Sponsor HoldCo and FACT’s directors and officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of FACT Unaffiliated Shareholders. See “Proposal No. 1 — The

Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination” and “Certain Relationships and Related Persons Transactions — FACT” for more information.

Q:     Will FACT and PAD obtain new financing in connection with the Business Combination and are there any arrangements to help ensure that FACT will have sufficient funds to consummate the Business Combination and that New PAD has sufficient funds to operate PAD’s business following the Closing?

A:     Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation, with respect to PAD’s obligations to consummate the Business Combination, that the aggregate cash available from the Trust Account and other sources as set forth in the Business Combination Agreement (after deducting SPAC Transaction Expenses (as defined in the Business Combination Agreement) and any amounts paid to FACT Shareholders that exercise their redemption rights in connection with the Business Combination) (the “FACT Closing Cash”) equaling no less than $75,000,000. As of the date of this proxy statement/prospectus, the Minimum FACT Cash Amount has not been satisfied. The parties intend to satisfy the Minimum FACT Cash Amount through the Financings, amounts released to us from the Trust Account and any other sources of financing approved by PAD. In the event that the Minimum FACT Cash Amount is not satisfied as a result of redemptions of Public Shares that reduce the amount available to be released to us from the Trust Account, PAD may, in its sole discretion, waive the Minimum FACT Cash Amount. If PAD waives the Minimum FACT Cash Amount, FACT intends to file a Current Report on Form 8-K within four business days of such event; however, such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”

Q:     What equity stake will current FACT Shareholders and PAD Stockholders hold in New PAD immediately after the Closing?

A:     The following tables illustrate estimated ownership levels in New PAD, immediately following the consummation of the Business Combination, based on varying levels of redemptions by Public Shareholders. In the following tables, the No Redemptions Scenario and 50% Redemptions Scenario each assume that the $75.0 million Minimum FACT Cash Amount is satisfied through retained funds in the Trust Account. The Full Redemptions Scenario represents redemptions in excess of the amount required to meet the Minimum FACT Cash Amount and assumes that the $75.0 million Minimum FACT Cash Amount is satisfied through the Financings. In the event that the Minimum FACT Cash Amount is not satisfied as a result of redemptions of Public Shares that reduce the amount available to be released to us from the Trust Account, PAD may, in its sole discretion, waive the Minimum FACT Cash Amount. If PAD waives the Minimum FACT Cash Amount, FACT intends to file a Current Report on Form 8-K within four business days of such event; however, such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM.

In addition, Sponsor HoldCo will receive additional equity consideration in connection with the Business Combination. At Closing, New PAD will issue (i) 3,300,000 shares of New PAD Common Stock, minus (ii) the number of FACT Class A Shares held by Sponsor HoldCo immediately prior to Closing, including such FACT Class A Shares issuable upon the conversion or exchange of any other securities of FACT issued to the Sponsor at the IPO. Additionally, New PAD will reserve 1,200,000 shares of New PAD Common Stock for potential issuance to the Sponsor as performance bonus shares (the “Sponsor Performance Bonus Shares”) during the period beginning on the Closing Date and ending on the date that is five years after the Closing Date (the “Performance Bonus Period”). The Sponsor Performance Bonus Shares will be issued upon the occurrence of specified triggering events, including (i) Sponsor HoldCo securing research coverage for New PAD within a specified period following Closing (Triggering Event I), (ii) the volume-weighted average trading price of the shares of New PAD Common Stock equaling or exceeding $15.00 for 20 trading days within any 30 consecutive trading-day period during the Performance Bonus Period (Triggering Event II), and

(iii) the Trust Account having a balance of at least $35.0 million or $70.0 million after redemptions at Closing (Triggering Event III). If earned, up to 1,200,000 Sponsor Performance Bonus Shares may be issued to Sponsor HoldCo in the aggregate.

The following table excludes the dilutive effect of New PAD Options and shares of New PAD Common Stock that will initially be available for issuance under the New PAD Incentive Plan.

____________

(1)      Dave Lawrence’s 1,125,000 shares are to be issued at Closing.

(2)      Brent Borden’s shares reflect 414,286 fully vested shares granted by the PAD Board for his role as Chief Executive Officer. An additional 7,143 restricted shares will vest on each of July 1, 2026, October 1, 2026, and January 1, 2027, and an additional 7,142 restricted shares will vest on April 1, 2027.

(3)      Kevin Vermeulen II’s shares consist of (i) 85,000 shares issued to him by PAD in 2025 for his services to PAD as provided through TAP Financial Partners, Ltd. (“TAP”) and (ii) 351,000 shares originally issuable by PAD to TAP for its services to PAD and issued directly to Mr. Vermeulen at TAP’s direction as part of a distribution to TAP employees.

(4)      The Sponsor is the Managing Member of Sponsor HoldCo. The Sponsor has four members: Adam Gishen (CEO), Min Lee (CFO), Richard Nespola, Jr. and Joseph Wagman. Each member holds an equal 25% interest in the Sponsor. Investment and voting decisions are made by a board of managers comprised of the four members, with majority vote required. Each member’s base share count includes 404,310 Founder Shares and 2,257 Private Placement Units vested at Closing, held through the Sponsor. In the No Redemptions Scenario and the 50% Redemptions Scenario, each member’s count also includes 74,372 redemption-related Sponsor Performance Bonus Shares (73,959 Founder Shares and 413 Private Placement Units) per Note 10.

(5)      Robert Rackind’s shares reflect 130,000 shares issued for his service on the FACT Board (already owned) plus Sponsor HoldCo investment shares from his $50,000 investment: 12,745 Founder Shares and 2,579 Private Placement Units vested at the Effective Time. In the No Redemptions Scenario and the 50% Redemptions Scenario, Mr. Rackind’s count includes 2,804 redemption-related Sponsor Performance Bonus Shares (2,332 Founder Shares and 472 Private Placement Units) per Note 10.

(6)      Sponsor HoldCo’s shares exclude Robert Rackind’s Sponsor HoldCo investment shares, which are included in his personal share count (refer to Note 5). Includes 20,000 shares of New PAD Common Stock to be transferred to the Senior Advisor post-Closing.

(7)      Represents Private Placement Units held by CCM and Seaport.

(8)      Acquisition Shares include (i) 412,234 shares issuable to Brad Bowder (owner of Western Professional, Inc.) as consideration for PAD’s acquisition of Western Professional, Inc., (ii) 137,112 shares issuable to TAP for M&A consulting fees and (iii) 3,772,738 shares reserved for acquisitions by PAD pursuant to agreements entered into prior to the Closing.

(9)      Includes 600,000 redemption-related Sponsor Performance Bonus Shares, the issuance of which is automatically triggered where the amount remaining in the Trust Account after redemptions of Public Shares is (A) at least $35.0 million and (B) at least $70.0 million. All other shares reflect amounts vested at Closing. Up to 600,000 additional Sponsor Performance Bonus Shares (1,200,000 total) may be earned subject to separate milestones: 300,000 shares upon securing research coverage and 300,000 shares upon achieving a volume-weighted average price of $15.00 over a five-year period. The Maximum Redemptions Scenario excludes all Sponsor Performance Bonus Shares.

(10)    Redemption-related Sponsor Performance Bonus Shares (600,000 total, per Note 9) are distributed in the No Redemptions Scenario and the 50% Redemptions Scenario as follows: 74,372 shares to each of the four Sponsor members (73,959 Founder Shares and 413 Private Placement Units each), 2,804 shares to Robert Rackind (2,332 Founder Shares and 472 Private Placement Units), and 299,708 shares to Sponsor HoldCo (remainder). Issuance of these shares is automatically triggered where the amount remaining in the Trust Account subsequent to all redemptions of Public Shares is at least (A) $35.0 million and (B) $70.0 million. In the Maximum Redemptions Scenario ($0 remaining in the Trust Account), these shares are not earned and are excluded from all share counts.

(11)    Includes the Minimum FACT Cash Amount of $75.0 million.

The following table shows possible sources of dilution and the extent of such dilution that non-redeeming Public Shareholders could experience in connection with the consummation of the Business Combination. In an effort to illustrate the extent of such dilution, the table below assumes the exercise of all FACT Warrants and New PAD Options for cash, each of which will be exercisable for one share of New PAD Common Stock at a price

of approximately $10.00 per share, on the terms and subject to the conditions set forth in the applicable warrant agreement. The table excludes shares of New PAD Common Stock that will initially be available for issuance under the New PAD Incentive Plan, as such shares will not be outstanding on the Closing Date.

____________

(1)      Dave Lawrence’s 1,125,000 shares are to be issued at Closing.

(2)      Brent Borden’s shares reflect 414,286 fully vested shares granted by the PAD Board for his role as Chief Executive Officer. An additional 7,143 restricted shares will vest on each of July 1, 2026, October 1, 2026, and January 1, 2027, and an additional 7,142 restricted shares will vest on April 1, 2027.

(3)      Kevin Vermeulen II’s shares consist of (i) 85,000 shares issued to him by PAD in 2025 for his services to PAD as provided through TAP and (ii) 351,000 shares originally issuable by PAD to TAP for its services to PAD and issued directly to Mr. Vermeulen at TAP’s direction as part of a distribution to TAP employees.

(4)      The Sponsor is the Managing Member of Sponsor HoldCo. The Sponsor has four members: Adam Gishen (CEO), Min Lee (CFO), Richard Nespola, Jr. and Joseph Wagman. Each member holds an equal 25% interest in the Sponsor. Investment and voting decisions are made by a board of managers comprised of the four members, with majority vote required. Each member’s base share count includes 404,310 Founder Shares and 2,257 Private Placement Units vested at Closing, held through the Sponsor. In the No Redemptions Scenario and the 50% Redemptions Scenario, each member’s count also includes 74,372 redemption-related Sponsor Performance Bonus Shares (73,959 Founder Shares and 413 Private Placement Units) per Note 11.

(5)      Robert Rackind’s shares reflect 130,000 shares issued for his service on the FACT Board (already owned) plus Sponsor HoldCo investment shares from his $50,000 investment: 12,745 Founder Shares and 2,579 Private Placement Units vested at the Effective Time. In the No Redemptions Scenario and the 50% Redemptions Scenario, Mr. Rackind’s count includes 2,804 redemption-related Sponsor Performance Bonus Shares (2,332 Founder Shares and 472 Private Placement Units) per Note 11.

(6)      Sponsor HoldCo’s shares exclude Robert Rackind’s Sponsor HoldCo investment shares, which are included in his personal share count (refer to Note 5). Includes 20,000 shares of New PAD Common Stock to be transferred to the Senior Advisor post-Closing.

(7)      Represents Private Placement Units held by CCM and Seaport.

(8)      Acquisition Shares include (i) 412,234 shares issuable to Brad Bowder (owner of Western Professional, Inc.) as consideration for PAD’s acquisition of Western Professional, Inc., (ii) 137,112 shares issuable to TAP for M&A consulting fees and (iii) 3,772,738 shares reserved for acquisitions by PAD pursuant to agreements entered into prior to the Closing.

(9)      Consists of PAD Options converted to New PAD Options to purchase an aggregate of 497,957 shares of New PAD Common Stock at an exercise price of $10.00 per share, held as follows: options to purchase 27,083 shares held by each of Maynard Hellman, Glenn Argenbright, Ronald Buschur, and Larry Thompson; 15,625 held by David Lawrence; 360,000 held by TAP; and 14,000 held by an advisor to PAD.

(10)    Assumes all warrants (with $11.50 strike prices) are converted into PAD Shares.

(11)    Includes 600,000 redemption-related Sponsor Performance Bonus Shares, the issuance of which is automatically triggered where the amount remaining in the Trust Account after redemptions of Public Shares is (A) at least $35.0 million and (B) at least $70.0 million. All other shares reflect amounts vested at Closing. Up to 600,000 additional Sponsor Performance Bonus Shares (1,200,000 total) may be earned subject to separate milestones: 300,000 shares upon securing research coverage and 300,000 shares upon achieving a volume-weighted average price of $15.00 over a five-year period. The Maximum Redemptions Scenario excludes all Sponsor Performance Bonus Shares.

(12)    Redemption-related Sponsor Performance Bonus Shares (600,000 total, per Note 10) are distributed as follows: 74,372 shares to each of the four Sponsor members (73,959 Founder Shares and 413 Private Placement Units each), 2,804 shares to Robert Rackind (2,332 Founder Shares and 472 Private Placement Units), and 299,708 shares to Sponsor HoldCo (remainder). Issuance of these shares is automatically triggered where the amount remaining in the Trust Account after redemptions of Public Shares is (A) at least $35.0 million and (B) at least $70.0 million. In the Maximum Redemptions Scenario ($0 remaining in the Trust Account), these shares are not earned and are excluded from all share counts.

(13)    Includes the Minimum FACT Cash Amount of $75.0 million.

(14)    Assumes that new shares pursuant to meeting the Minimum FACT Cash Amount of $75.0 million will be issued at $10.00 per share.

Warrants and Options Outstanding

____________

(1)      Consists of PAD Options converted to New PAD Options to purchase an aggregate of 497,957 shares of New PAD Common Stock at an exercise price of $10.00 per share, held as follows: options to purchase 27,083 shares held by each of Maynard Hellman, Glenn Argenbright, Ronald Buschur, and Larry Thompson; 15,625 held by David Lawrence; 360,000 held by TAP; and 14,000 held by an advisor to PAD.

(2)      This excludes any potential dilution from the New PAD Incentive Plan.

Q:     What is the effective purchase price attributed to the New PAD Common Stock to be received by the Public Shareholders, the Sponsor, Sponsor HoldCo, the other FACT Insiders, and the PAD Stockholders at Closing?

A.      Pursuant to the Business Combination Agreement, Public Shareholders who do not redeem their Public Shares will receive one share of New PAD Common Stock for each FACT Class A Share held by them immediately prior to the Domestication. While FACT cannot be certain of the price such Public Shareholders paid for their Public Shares, assuming they purchased their Public Shares for $10.00 per share, which was the price of the FACT Class A Shares sold in the IPO, the effective purchase price paid per share of New PAD Common Stock issued to each Public Shareholder at Closing would be $10.00. On July 12, 2024, Sponsor HoldCo paid $25,000, or approximately $0.0037 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 6,708,333 Founder Shares. On August 6, 2024, Sponsor HoldCo transferred 30,000 Founder Shares to each of our independent directors and 130,000 Founder Shares to our Executive Chairman (an aggregate of 220,000 Founder Shares), in each case at their original purchase price. In connection with the Business Combination, assuming the 50% Redemptions Scenario, an aggregate of 5,613,333 Founder Shares that were initially purchased for an aggregate of $25,000

(reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the underwriters’ over-allotment option in connection with FACT’s IPO not being exercised), an additional 90,000 Founder Shares held by FACT’s independent directors, 130,000 Founder Shares held by FACT’s Executive Chairman and 20,000 Founder Shares to be held by Rachelle du Rocher, a senior advisor to FACT (the “Senior Advisor”) will be voluntarily converted on a one-for-one basis into FACT Class A Shares immediately prior to the Domestication, which will then automatically convert at the effective time of the Domestication into an equal number of shares of FACT Class A Common Stock, valued at approximately $[•] per share, which is the closing price of the FACT Class A Shares on [•], 2026, the Record Date. In connection with the closing of the IPO, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of $10.00 per unit ($4,400,000 in the aggregate) in the Private Placement, which was comprised of (i) a direct purchase by the Sponsor of 17,500 Private Placement Units at a price of $10.00 per unit ($175,000 in the aggregate), and (ii) a purchase through Sponsor HoldCo for (a) an aggregate of 260,000 Private Placement Units at a price of $10.00 per unit and (b) 162,500 Private Placement Units and 325,000 restricted FACT Class A shares at a combined price of $10.00 per Private Placement Security ($4,225,000 in the aggregate), reflecting the issuance of restricted FACT Class A shares at no additional price. As a result of the low price that Sponsor HoldCo paid for the Founder Shares, Sponsor HoldCo may realize a positive rate of return on its investment even if the market price per share of New PAD Common Stock is below $10.00 per share after Closing, in which case the Public Shareholders may experience a negative rate of return on their investment.

For information about conflicts of interest with respect to the Sponsor and the other FACT Insiders, see “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination.” For information about the compensation of the Sponsor and our officers and directors, see “Information About FACT — Executive and Director Compensation.” For information about the securities owned by the Sponsor and other FACT Insiders, including transfer restrictions and required surrender and forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions.”

Q:     Who is Sponsor HoldCo?

A.     Sponsor HoldCo is FACT II Acquisition LLC, a Cayman Islands limited liability company. Sponsor HoldCo was formed by the Sponsor prior to the IPO for the purpose of holding all the Founder Shares (other than the Founder Shares held by our three independent directors and our Executive Chairman) and Private Placement Units and restricted FACT Class A Shares.

         Sponsor HoldCo owns 26% of the issued and outstanding FACT Ordinary Shares as of the date of this proxy statement/prospectus.

Q:     Who is the Sponsor?

A.     The Sponsor is FACT II Acquisition Parent LLC, a Cayman Islands limited liability company. The Sponsor is responsible for organizing, directing and managing the business and affairs of FACT from its incorporation, through the consummation of the IPO, the negotiation of the Business Combination Agreement, until the consummation of the Business Combination. The Sponsor’s activities included identifying and negotiating terms with the underwriter of the IPO, other third-party service providers such as FACT’s auditors and legal counsel, and FACT’s directors and officers, and searching for and negotiating with potential business combination targets. Other than its investment in FACT and its work on behalf of FACT, the Sponsor is not engaged in any business.

                          The Sponsor is the managing member of, and controls, Sponsor HoldCo. The non-managing Sponsor HoldCo investors have not been granted any shareholder or other rights in addition to those afforded to our other Public Shareholders, and have only been issued membership interests in Sponsor HoldCo, with no right to control Sponsor HoldCo or vote or dispose of any securities held by Sponsor HoldCo, including the Founder Shares, the Private Placement Units and the restricted FACT Class A shares held by Sponsor HoldCo. The non-managing Sponsor HoldCo investors are not required to (i) hold any units, FACT Class A Shares or public warrants purchased in the IPO or thereafter for any amount of time, (ii) vote any FACT Class A Shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to

redeem their Public Shares at the time of our initial business combination. The non-managing Sponsor HoldCo investors have the same rights to the funds held in the Trust Account with respect to the FACT Class A Shares underlying the FACT Units purchased in the IPO as the rights afforded to our other Public Shareholders.

         In connection with the closing of the IPO, the Sponsor purchased an aggregate of 440,000 Private Placement Units at a price of $10.00 per unit ($4,400,000 in the aggregate) in the Private Placement, which was comprised of (i) a direct purchase by the Sponsor of 17,500 Private Placement Units at a price of $10.00 per unit ($175,000 in the aggregate), and (ii) a purchase through Sponsor HoldCo for (a) an aggregate of 260,000 Private Placement Units at a price of $10.00 per unit and (b) 162,500 Private Placement Units and 325,000 restricted FACT Class A shares at a combined price of $10.00 per Private Placement Security ($4,225,000 in the aggregate), reflecting the issuance of restricted FACT Class A shares at no additional price.

On November 26, 2025, we entered into the advisory agreement (the “Advisory Agreement”) with the Sponsor pursuant to which the Sponsor will provide certain services to us including, without limitation, in each case relating to the Business Combination, assisting us in preparing presentations, introducing us to potential investors, assisting us in arranging meetings with PAD Stockholders to the extent applicable, and assisting us with the preparation of any press releases and filings. The Advisory Agreement provides for us to pay to the Sponsor a fee of up to $240,000 (which, in our sole discretion, may be payable in up to 12 monthly installments). The Advisory Agreement was reviewed and approved by the FACT Board and our Audit Committee.

Past performance by our management team, including with respect to Freedom Acquisition I Corp., is not a guarantee of success with respect to the Business Combination with PAD. You should not rely on the historical record of the performance of our management team or businesses associated with them, including Freedom Acquisition I Corp., as indicative of our future performance of an investment in FACT or PAD or the returns we will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor and Sponsor HoldCo, see “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination.” For information about the compensation of the Sponsor and Sponsor HoldCo and our officers and directors, see “Information About FACT — Executive and Director Compensation.” For information about the securities owned by the Sponsor and Sponsor HoldCo, including transfer restrictions and required surrender and forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions.”

Q:     Did the FACT Board obtain a third-party opinion in determining whether or not to proceed with the Business Combination?

A:     Yes. On November 23, 2025, the FACT Board received an opinion from EntrepreneurShares LLC (“ERShares”) as to the fairness, as of such date, from a financial point of view to the FACT Unaffiliated Shareholders of the Transaction Consideration to be paid by FACT in the Merger pursuant to the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by ERShares, as set forth in such opinion, as more fully described in the subsection “The Business Combination — Opinion of EntrepreneurShares LLC.” A copy of ERShares’ opinion is attached hereto as Annex K.

Q:     Has the announcement of the Business Combination affected the trading price of the FACT Class A Shares?

A:     On November 25, 2025, the last trading day before announcement of the execution of the Business Combination Agreement, the closing price of the FACT Class A Shares was $10.38. As of March 31, 2026, the closing price of the FACT Class A Shares was $10.59.

Q:     Are there material differences between my rights as a FACT Shareholder and my rights as a New PAD stockholder?

A:     Yes, there are certain material differences between your rights as a FACT Shareholder and your rights as a New PAD stockholder. Please read the sections entitled “Description of New PAD Securities” and “Comparison of Corporate Governance and Shareholder Rights.”

Q:     Do I have redemption rights?

A:     If you are a holder of Public Shares, you have the right to demand that FACT redeem such shares for a pro rata portion of the cash held in the Trust Account including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals). These rights to demand redemption of the Public Shares are sometimes referred to herein as “redemption rights.” In connection with the IPO, the Sponsor, Sponsor HoldCo, FACT’s initial shareholders and FACT’s directors and officers entered into the Letter Agreement with FACT, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares held by them in connection with the completion of an initial business combination. Such redemption rights waiver was provided at the time of the IPO without any separate consideration paid. Additionally, pursuant to the Letter Agreement, the Sponsor, Sponsor HoldCo, FACT’s initial shareholders and each of FACT’s officers and directors agreed not to redeem any FACT Ordinary Shares held by them in connection with the Business Combination, as follows: (i) the Sponsor owns 0 FACT Class B Shares and 17,500 FACT Class A Shares; (ii) the FACT independent directors each own 30,000 FACT Class B Shares, for an aggregate of 90,000 FACT Class B Shares; (iii) our Executive Chairman owns 130,000 FACT Class B Shares; and (iv) Sponsor HoldCo owns an aggregate of 440,000 FACT Class A Shares, 325,000 restricted FACT Class A Shares and 5,593,333 FACT Class B Shares. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver.

The closing price of the FACT Class A Shares on [•], 2026, the Record Date, was $[•]. The cash held in the Trust Account on the Record Date was approximately $[•] million ($[•] per Public Share). Prior to exercising redemption rights, FACT Shareholders should verify the market price of the FACT Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in the FACT Class A Shares when Public Shareholders wish to sell their shares.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will not be redeemed.

Q:     Will my ability to exercise redemption rights be impacted by how I vote on the Business Combination Proposal?

A:     No. You may exercise your redemption rights irrespective of whether you vote your Public Shares for or against the Business Combination Proposal, Domestication Proposal, Stock Issuance Proposal, Charter Proposal, Advisory Charter Proposals, Incentive Plan Proposal, Director Election Proposal and Adjournment Proposal, or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of NYSE.

Q:     How do I exercise my redemption rights?

A:     If you are a holder of Public Shares and wish to exercise your redemption rights, you must, prior to [•] Eastern Time, on [•], 2026 (two business days prior to the scheduled vote at the EGM):

(a)     (i) hold Public Shares or (ii) hold Public Shares through FACT Units and elect to separate your FACT Units into the underlying Public Shares and FACT Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to the Transfer Agent, which request includes the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that FACT redeem all or a portion of their Public Shares for cash; and

(c)     deliver the certificates for your Public Shares (if any) along with your redemption forms to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit/Withdrawal at Custodian) system.

Any holder of Public Shares (other than the Sponsor, Sponsor HoldCo and the FACT Insiders) will be entitled to demand that such holder’s Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account including interest earned on the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals) which, for illustrative purposes, was approximately $[•] million, or $[•] per Public Share, as of [•], 2026.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the FACT Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the FACT Class A Shares when Public Shareholders wish to sell their shares.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn unless the FACT Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any written demand of redemption rights must be received by Odyssey prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Odyssey prior to the deadline for submitting redemption requests.

If the redemption demand is properly made as described above, then, if the Business Combination is consummated, FACT will redeem these Public Shares for a pro rata portion of funds deposited in the Trust Account. If you exercise your redemption rights, then you will be exchanging your Public Shares for cash and will not be entitled to New PAD Common Stock upon consummation of the Business Combination.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The U.S. federal income tax consequences of a Public Shareholder exercising redemption rights depends on the particular facts and circumstances. Because the Domestication will occur after the redemption of Public Shares held by U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders”) that exercise redemption rights, U.S. holders exercising redemption rights should not be subject to the potential tax consequences of Section 367(b) of the Internal Revenue Code of 1986, as amended (the “Code”), as a result of the Domestication. Please see the section entitled “Material U.S. Federal Income Tax Considerations — U.S. Holders — Tax Consequences to U.S. Holders of FACT Class A Shares Exercising Redemption Rights” and “— Non-U.S. Holders — Tax Consequences to Non-U.S. Holders of FACT Class A Shares Exercising Redemption Rights.”

If you are a holder of FACT Class A Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q:     What are the U.S. federal income tax consequences of the Domestication?

A:     Subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Considerations” below, the Domestication should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. Due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as FACT, this result is not entirely clear. In general, and subject to the “passive foreign investment company,” or PFIC, rules and the rules under Section 367(b) of the Code discussed below, if the Domestication so qualifies, a U.S. holder should not recognize any gain or loss for U.S. federal income tax purposes in connection therewith.

In the case of an inbound transaction involving a foreign corporation, such as the Domestication, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, U.S. holders of FACT Class A Shares will be subject to Section 367(b) of the Code and as a result:

•        a U.S. holder whose FACT Class A Shares have a fair market value of less than $50,000 on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of stock of FACT entitled to vote and less than 10% of the total value of all classes of stock of FACT, will generally not recognize any gain or loss on the exchange of FACT Class A Shares for New PAD Common Stock and will generally not be required to include any part of FACT’s earnings in income pursuant to the Domestication;

•        a U.S. holder whose FACT Class A Shares have a fair market value of $50,000 or more on the date of the Domestication, and who on the date of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of stock of FACT entitled to vote and less than 10% of the total value of all classes of stock of FACT will generally recognize gain (but not loss) on the exchange of FACT Class A Shares for New PAD Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations Section 1.367(b)-2(d)) attributable to their FACT Class A Shares, provided certain other requirements are satisfied; and

•        a U.S. holder who on the date of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of stock of FACT entitled to vote or 10% or more of the total value of all classes of stock of FACT will generally be required to include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulations Section 1.367(b)-2(d)) attributable to its FACT Class A Shares on the exchange of FACT Class A Shares for New PAD Common Stock pursuant to the Domestication. Any such U.S. holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code.

Furthermore, if the Domestication qualifies as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. holder of FACT Class A Shares may, in certain circumstances, still recognize gain (but not loss) upon the exchange of its FACT Class A Shares for the New PAD Common Stock pursuant to the Domestication under the PFIC rules of the Code. Proposed Treasury Regulations with a retroactive effective date have been promulgated under Section 1291(f) of the Code which generally require that a U.S. person who disposes of stock of a PFIC must recognize gain equal to the excess, if any, of the fair market value of New PAD Common Stock received in the Domestication over the U.S. holder’s adjusted tax basis in the corresponding FACT Class A Shares surrendered in exchange therefor, notwithstanding any other provision of the Code. Because FACT is a blank check company with no current active business, we believe that FACT may be classified as a PFIC for U.S. federal income tax purposes. As a result, these proposed Treasury Regulations, if finalized in their current form, may require a U.S. holder of FACT Class A Shares to recognize gain on the exchange of such shares for New PAD Common Stock pursuant to the Domestication, unless such U.S. holder has made certain tax elections with respect to such U.S. holder’s FACT Class A Shares. The tax on any such gain so recognized would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. holder on the undistributed earnings, if any, of FACT. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see the discussion in the section titled “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations for U.S. Holders of FACT Class A Shares.”

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders — Tax Consequences to Non-U.S. Holders of the Ownership and Disposition of FACT Common Stock received in the Business Combination”) to become subject to U.S. federal withholding taxes on any dividends paid in respect of such non-U.S. holder’s shares of New PAD Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.” If you are a U.S. holder exchanging FACT Class A Shares in the Domestication, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q:     Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?

A:     FACT Shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the Cayman Companies Act. However, FACT Shareholders are still entitled to exercise the rights of redemption as set out in the subsection entitled “The Extraordinary General Meeting — Redemption Rights” and the FACT Board has determined that the redemption proceeds payable to FACT Shareholders who exercise such redemption rights represents the fair value of those FACT Ordinary Shares. See the section entitled “Appraisal Rights and Dissenters’ Rights” for more information.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     As of [•], 2026, the Record Date, there was approximately $[•] million in the Trust Account. Upon consummation of the Business Combination, the funds in the Trust Account will be used to pay holders of the Public Shares who properly exercise redemption rights, to fund New PAD’s or its subsidiaries’ working capital, growth and general corporate purposes and to pay fees and expenses incurred in connection with the Business Combination.

Q:     What underwriting and placement agency fees are payable in connection with the Business Combination?

A:     Pursuant to the Underwriting Agreement, dated November 25, 2024 (the “Underwriting Agreement”), by and among FACT, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (f/k/a Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC) (“CCM”) and Seaport Global Securities LLC (“Seaport”), CCM and Seaport were paid an upfront cash underwriting discount of $0.20 per Public Share, or $3,500,000 in the aggregate, paid upon the closing of the IPO (the “Upfront Discount”). In addition, CCM and Seaport are entitled to a deferred fee of (i) $0.40 per FACT Unit sold in the IPO, or $7,000,000 in the aggregate, payable based on the percentage of funds remaining in the Trust Account after redemptions of Public Shares (the “Deferred Discount”). The Deferred Discount will become payable from the amounts held in the Trust Account solely in the event that FACT completes a business combination, subject to the terms of the Underwriting Agreement. On September 19, 2025, FACT engaged BTIG, LLC (“BTIG”), as co-placement agent, and Craig-Hallum Capital Group LLC (“CHC”) as co-placement agent and financial advisor. BTIG and CHC will be entitled to a fee of 4% of the proceeds raised in connection with a private placement of securities or certain other capital raising in connection with the Business Combination.

Q:     What happens if the Business Combination is not consummated?

A:    If FACT does not complete the Business Combination for whatever reason, FACT would search for another target business with which to complete a Business Combination. If FACT does not complete an initial business combination within the 18 months from the closing of its IPO (or 24 months from the closing of its IPO if it has executed a definitive agreement for an initial business combination within 18 months from the closing of its IPO), or by such earlier liquidation date as the FACT Board may approve (the “completion window”), FACT will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and as promptly as reasonably possible following such redemption, subject to the approval of FACT’s remaining shareholders and directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

Q:     What interests do the Sponsor, Sponsor HoldCo and FACT’s officers and directors have in the Business Combination?

A:    The Sponsor, Sponsor HoldCo and FACT’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of unaffiliated FACT Shareholders. Further, FACT’s officers and directors have additional fiduciary or contractual obligations to other entities

pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information About FACT — Conflicts of Interest.” We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The FACT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the EGM, including the Business Combination Proposal. FACT Shareholders should take these interests into account in deciding whether to approve the proposals presented at the EGM, including the Business Combination Proposal. These interests include, among other things:

•        the fact that Sponsor HoldCo holds 5,613,333 Founder Shares that were initially purchased for an aggregate of $25,000 (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the over-allotment option of the underwriters in connection with FACT’s IPO not being exercised), and such shares will have a significantly higher value at the time of the Business Combination, estimated at approximately $[•] million based on the closing price of $[•] per FACT Class A Share on Nasdaq on [•], 2026. FACT estimates that, at the Closing, Sponsor HoldCo will hold an aggregate of 3,433,179 shares of New PAD Common Stock issued upon the conversion of such Founder Shares (assuming the 50% Redemptions Scenario), which, if unrestricted and freely tradeable, would be valued at approximately $[•] million, based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that Sponsor HoldCo will receive additional equity consideration at Closing so that it will hold an aggregate of 3,300,000 shares of New PAD Common Stock immediately following the Closing, and may also receive up to 1,200,000 additional shares of New PAD Common Stock as Sponsor Performance Bonus Shares if specified triggering events occur during the Performance Bonus Period, including securing research coverage for the combined company, the trading price of New PAD Common Stock reaching specified thresholds, and the Trust Account meeting certain minimum balance thresholds following redemptions;

•        the fact that, if the Trust Account is liquidated, including in the event FACT is unable to complete the Business Combination within the completion window, Sponsor HoldCo has agreed that it will be liable to FACT if and to the extent any claims by a third party for services rendered or products sold to FACT, or a prospective target business with which FACT has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by FACT’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the FACT Articles contain a waiver of the corporate opportunity doctrine, and there could have been business combination targets that would have been appropriate for a combination with FACT but were not offered due to a FACT director’s duties to another entity. FACT does not believe that the waiver of the corporate opportunity doctrine in the FACT Articles interfered with its ability to identify an acquisition target; and

•        the continued indemnification of former and current directors and officers of FACT affiliates of FACT and the Sponsor and the continuation of directors’ and officer’s liability insurance after the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities

presented to our directors and officers that were not presented to FACT, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About FACT — Conflicts of Interest.”

Q:     What interests do the PAD directors and officers have in the Business Combination?

A:     PAD’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the PAD Stockholders generally. These interests include, among other things, the interests listed below:

•        PAD’s executive officers are expected to become executive officers of New PAD upon the Effective Time. Specifically, Brent Borden, who is the Chief Executive Officer of PAD, is expected to become the Chief Executive Officer of New PAD and Kevin Vermeulen II, who is the Chief Financial Officer of PAD, is expected to become the Chief Financial Officer of New PAD, in each case upon the Effective Time. In each case, they are expected to continue to receive the same compensation and benefits, including substantially similar equity awards, as they currently receive under their existing employment agreements with PAD and, pursuant to the terms of the Business Combination Agreement, will enter into employment agreements with New PAD to this effect.

•        Upon the Effective Time, each current director of PAD is expected to become a member of the New PAD Board, and Maynard J. Hellman, PAD’s current Chairman of the Board, is expected to become the Chairman of the New PAD Board, and we expect that each such director of New PAD will receive the same remuneration as they currently receive for serving as members of the PAD Board.

•        Each member of the PAD Board holds options to purchase 11,458 shares of New PAD Common Stock at $10.00 per share, which will be converted into New PAD Options.

•        David Lawrence, a member of the PAD Board, is the Manager and former owner of PAD’s Aerodyn Engineering subsidiary, and pursuant to PAD’s agreement with him will receive, upon consummation of the Business Combination, approximately 1,125,000 shares of New PAD Common Stock and $34,515,000 in cash, as well as an aggregate of $3.0 million paid in installments of $750,000 on the first, third, fourth, and fifth anniversaries of the Closing Date.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of the FACT Shareholders (the “FACT Shareholder Approval”); (ii) the approval and adoption of the Business Combination Agreement by PAD’s stockholders (the “PAD Stockholder Approval”); (iii) the absence of laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation or restraining or imposing any condition on its consummation; (iv) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings seeking such a stop order having been initiated or threatened in writing by the SEC; and (v) (A) all applicable waiting periods under the HSR Act with respect to the Business Combination having expired or been terminated, (B) at least 60 days shall have elapsed since the submission to the United States Department of State Directorate of Defense Trade Controls of all information required by 22 C.F.R. § 122.4(b), and (C) each consent of any Governmental Authority (as defined in the Business Combination Agreement) required to consummate the Business Combination having been obtained and shall be in full force and effect.

The obligations of PAD to consummate the Business Combination are subject to additional conditions, including, among others: (i) the truth and accuracy of the representations and warranties of FACT and Merger Sub, subject to customary bring-down standards; (ii) material compliance by FACT and Merger Sub with their respective obligations, agreements and covenants under the Business Combination Agreement; (iii) receipt by PAD of a closing certificate of FACT; (iv) there being no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to FACT; (v) FACT having provided the public holders of FACT Class A Shares the opportunity to make redemption elections with respect thereto; (vi) FACT’s initial listing application in connection with the Business Combination shall have been conditionally approved and, immediately following

the Effective Time, FACT shall satisfy any applicable initial listing requirements of NYSE; (vii) the aggregate cash available from the Trust Account and other sources as set forth in the Business Combination Agreement equaling no less than $75,000,000 (after deducting SPAC Transaction Expenses (as defined in the Business Combination Agreement) and any amounts paid to FACT Shareholders that exercise their redemption rights in connection with the Business Combination); (viii) receipt of certain executed ancillary documents and the amended and restated certificate of incorporation of FACT shall have become effective; and (ix) FACT having taken all necessary and appropriate measures to have all funds held in the Trust Account be disbursed to FACT and released from the Trust Account to New PAD on the Closing Date.

The obligations of FACT and Merger Sub to consummate the Business Combination are subject to additional conditions, including, among other things: (i) the truth and accuracy of the representations and warranties of PAD, subject to customary bring-down standards; (ii) material compliance by PAD with its agreements and covenants under the Business Combination Agreement; (iii) no Material Adverse Effect (as defined in the Business Combination Agreement) with respect to PAD having occurred since the date of the Business Combination Agreement that is continuing; and (iv) receipt of a closing certificate of PAD and certain executed ancillary documents.

For more information, see “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Closing Conditions.”

Q:     When do you expect the Business Combination to be completed?

A:     It is currently expected that the Business Combination will be consummated in the second quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to FACT Shareholders at the EGM. However, such meeting could be adjourned if the Adjournment Proposal is adopted by the FACT Shareholders at the EGM and FACT elects to adjourn the EGM to a later date or dates, if necessary or desirable. If the Adjournment Proposal is not approved, and a quorum is present, the FACT Board will not have the ability to adjourn the EGM to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied, for example. In such event, the Business Combination would not be completed. For a description of the conditions for the completion of the Business Combination, see “Proposal No. 1 — The Business Combination Proposal.”

Q:     Following the Business Combination, will FACT’s securities continue to trade on a stock exchange?

A:     FACT will effect the Domestication from the Cayman Islands to Delaware, after which each outstanding FACT Class A Share will convert into one share of FACT Class A Common Stock (excluding Public Shares validly submitted for redemption and the FACT Forfeited Shares, but including FACT Class A Shares issued upon the Class B Share Conversion). It is a condition to the closing of the Business Combination that FACT’s initial listing application with NYSE in connection with the Business Combination shall have been conditionally approved. Under the Business Combination Agreement, this condition is for the benefit of both PAD and is subject to waiver by PAD.

FACT will apply for listing, to be effective at Closing, of the New PAD Common Stock on NYSE under the symbol “PAD.” However, it is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, New PAD may not have received from NYSE either confirmation of the listing of the New PAD Common Stock or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if New PAD has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether New PAD’s securities will be listed on NYSE or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

Q:     What do I need to do now?

A:     FACT urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a FACT Shareholder. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Who is entitled to vote at the EGM?

A:     FACT has fixed [•], 2026, as the Record Date for the EGM. If you were a FACT Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the EGM. However, a shareholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the EGM.

Q:     How many votes do I have?

A:     FACT Shareholders are entitled to one vote at the EGM for each FACT Ordinary Share held of record as of the Record Date; provided, however, that in respect of the Domestication Proposal only, a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Ordinary Shares will be entitled to one vote for every FACT Class A Ordinary Share held.

As of the close of business on the Record Date for the EGM, there were [•] FACT Ordinary Shares issued and outstanding, of which [•] were Public Shares.

Q:     How do I vote?

A:     The EGM will be held at [•], Eastern Time, on [•], 2026. The EGM will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the FACT Articles, the physical location of the EGM will be the offices of Paul Hastings LLP, FACT’s legal counsel, at 2050 M Street NW, Washington, D.C. 20036.

If you are a holder of record of FACT Ordinary Shares on the Record Date, you may vote at the EGM or by submitting a proxy for the EGM. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. Any shareholder wishing to attend the meeting should register for the EGM by [•], Eastern Time, on [•], 2026, by contacting Sodali using one of the contact methods set forth below under the question “Who can help answer my questions?”

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

Q:     What constitutes a quorum?

A:     A quorum of FACT Shareholders is necessary to hold a valid meeting. The holders of a majority of the FACT Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall constitute a quorum at the EGM. In the absence of a quorum, the EGM shall stand adjourned to the same day in the next week at the same time and/or place or to such other day, time and/or place as the FACT Board may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting to commence, the FACT Shareholders present shall be a quorum. There are 24,321,458 FACT Ordinary Shares outstanding as of the Record Date and, therefore, as of the Record Date for the EGM, holders of 12,160,730 FACT Ordinary Shares would be required to attend the EGM (in person or by proxy) to achieve a quorum. As of the Record Date for the EGM, 32% of the non-affiliated holders of FACT Ordinary Shares (who comprise 73% of the total issued FACT Ordinary Shares) would be required to establish a quorum at the EGM, assuming the Sponsor, Sponsor HoldCo and other FACT Insiders who collectively own approximately 27% of the issued and outstanding FACT Ordinary Shares, are present (in person or by proxy) at the EGM.

Q:     What vote is required to approve each proposal at the EGM?

A:     The following votes are required for each proposal at the EGM:

•        Business Combination Proposal:    Approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Business Combination Proposal is conditioned on the approval of the Domestication

Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Domestication Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Domestication Proposal:    Approval of the Domestication Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. In respect of the Domestication Proposal only, a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Ordinary Shares will be entitled to one vote for every FACT Class A Ordinary Share held. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Stock Issuance Proposal:    Approval of the Stock Issuance Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Stock Issuance Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Charter Proposal is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Charter Proposal:    Approval of the Charter Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Charter Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Stock Issuance Proposal is not approved, the Charter Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Advisory Charter Proposals:    Approval of each Advisory Charter Proposal requires an ordinary resolution on a non-binding and advisory only basis, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The shareholder votes regarding these proposals are advisory in nature, and are not binding on FACT, the FACT Board, PAD or New PAD Board. The Advisory Charter Proposals are conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Advisory Charter Proposals will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Incentive Plan Proposal:    Approval of the Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Director Election Proposal:    Approval of the Director Election Proposal requires an ordinary resolution passed by a simple majority of such holders of FACT Class B Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business

Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Director Election Proposal will have no effect, even if approved by holders of FACT Class B Shares.

•        Adjournment Proposal:    Approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Adjournment Proposal is not conditioned upon the approval of any other proposal to be voted on at the EGM.

As of the Record Date, the Sponsor, Sponsor HoldCo and other FACT Insiders collectively own approximately 27% of the issued and outstanding FACT Ordinary Shares. The FACT Insiders have agreed to vote all FACT Ordinary Shares they own in favor of all of the proposals being presented at the EGM. As at the Record Date, unaffiliated shareholders collectively own approximately 73% of the issued and outstanding FACT Ordinary Shares.

Assuming all issued and outstanding FACT Ordinary Shares as at the Record Date are voted at the EGM, we would need approximately 32% of all the unaffiliated FACT Ordinary Shares to vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, and the Adjournment Proposal in order for such proposals to be approved by way of ordinary resolution at the EGM.

Assuming only a majority of the issued and outstanding FACT Ordinary Shares as at the Record Date are voted at the EGM (being 12,160,730 FACT Ordinary Shares, and the minimum number of FACT Ordinary Shares required to establish a quorum at the EGM), we would not need any holders of unaffiliated FACT Ordinary Shares to vote in favor of the Business Combination Proposal, the Stock Issuance Proposal, the Advisory Charter Proposals, the Incentive Plan Proposal, or the Adjournment Proposal in order for such proposals to be approved by way of ordinary resolution at the EGM.

Assuming all issued and outstanding FACT Ordinary Shares as at the Record Date are voted at the EGM, we would need holders of approximately 54.8% of all the unaffiliated FACT Ordinary Shares to vote in favor of the Charter Proposal in order for such proposal to be approved by way of special resolution at the EGM.

Assuming only a majority of the issued and outstanding FACT Ordinary Shares as at the Record Date are voted at the EGM (being 12,160,730 FACT Ordinary Shares, and the minimum number of FACT Ordinary Shares required to establish a quorum at the EGM), we would need approximately 9.6% of all of the unaffiliated holders of FACT Ordinary Shares to vote in favor of the Advisory Charter Proposal in order for such proposal to be approved by way of special resolution at the EGM.

In the scenario of both a minimum and maximum quorum at the EGM, we do not require the vote of any holders of the 73% of unaffiliated FACT Ordinary Shares in order to approve the Domestication Proposal or the Director Election Proposal (due to the enhanced voting rights of the holders of the FACT Class B Shares under the FACT Articles).

The existence of financial and personal interests of one or more of FACT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FACT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals.

In addition, the Sponsor, Sponsor HoldCo and FACT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination.”

The Business Combination was not structured to require the approval of at least a majority of FACT’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

Q:     What happens if a substantial number of the Public Shareholders vote in favor of the proposals herein and exercise their redemption rights?

A:     Public Shareholders are not required to vote in respect of the Business Combination Proposal in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for New PAD Common Stock may be less liquid than the market for FACT Class A Shares was prior to the Business Combination, and New PAD may not be able to meet the listing standards for NYSE or another national securities exchange. If the net proceeds of the Business Combination is less than PAD anticipates, including as a result of redemptions of Public Shares, and the Minimum FACT Cash Amount is waived by PAD, PAD may need to make adjustments to its business plans in light of available capital resources and PAD may need to seek additional funds earlier than PAD anticipates. See “Risk Factors — New PAD’s ability to raise capital timely in the future may be limited, or maybe unavailable on acceptable terms, if at all. New PAD’s failure to raise capital when needed could harm its business, operating results and financial condition. Debt issued to raise additional capital may reduce the value of New PAD Common Stock.”

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the Deferred Discount.

____________

(1)      This scenario assumes that no Public Shares are redeemed. This scenario also assumes payment of the Deferred Discount of $7.0 million using the funds in the Trust Account.

(2)      This scenario assumes that 8,750,000 Public Shares, or 50% of the Public Shares subject to redemption, are redeemed for an aggregate payment of approximately $91,892,728 (based on the estimated per-share redemption price of approximately $10.50 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes payment of the Deferred Discount of approximately $3.5 million using the funds in the Trust Account. Also assumes that PAD, in its sole discretion, waives the Minimum FACT Cash Amount and no additional equity financing is obtained.

(3)      This scenario assumes that 17,500,000 Public Shares are redeemed for an aggregate payment of approximately $183,785,456 (based on the estimated per-share redemption price of approximately $10.50 per share) from the Trust Account based on funds in the Trust Account as of December 31, 2025, which is a redemptions scenario that could occur. This scenario also assumes no payment of the Deferred Discount using the funds in the Trust Account. Also assumes that PAD, in its sole discretion, waives the Minimum FACT Cash Amount and no additional equity financing is obtained. The Full Redemptions Scenario represents the redemption of all Public Shares held by Public Shareholders.

Q:     How do the Sponsor. Sponsor HoldCo and FACT’s officers and directors intend to vote?

A:     The Sponsor, Sponsor HoldCo and FACT’s officers and directors have agreed to vote in favor of all the proposals being presented at the EGM. No consideration has been or will be paid by FACT or PAD to the FACT Insiders in connection with such agreements. The Sponsor, Sponsor HoldCo and other FACT Insiders collectively own approximately 27% of the issued and outstanding FACT Ordinary Shares.

The existence of financial and personal interests of one or more of FACT’s directors may result in a conflict of interest on the part of such director(s) between what he or they may believe is in the best interests of FACT and its shareholders and what he or they may believe is best for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Sponsor HoldCo and FACT’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination.”

Q:     Do the Sponsor, Sponsor HoldCo and FACT’s officers and directors expect to purchase Public Shares from Public Shareholders or take other actions to incentivize non-redemption?

A:     The Sponsor, Sponsor HoldCo and FACT’s officers and directors do not have any plans at this time to purchase Public Shares from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding FACT or its securities, the Sponsor, Sponsor HoldCo and FACT’s officers and directors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of FACT Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, Sponsor HoldCo and FACT’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination or satisfy the Minimum FACT Cash Amount, where it appears that such requirement would otherwise not be met. FACT expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of FACT Class A Shares and the number of beneficial holders of FACT Class A Shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of FACT’s securities on Nasdaq.

In the event that the Sponsor, Sponsor HoldCo and FACT’s officers and directors or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor, Sponsor HoldCo and FACT’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “The Extraordinary General Meeting — Potential Purchases of Public Shares” for more information.

Q:     Who will solicit and pay the costs of soliciting proxies for the EGM?

A:     FACT will pay the cost of soliciting proxies for the EGM. FACT has engaged Sodali to assist in the solicitation of proxies for the EGM. FACT has agreed to pay Sodali a fee of $22,500, plus disbursements. FACT will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of FACT Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of FACT Class A Shares and in obtaining voting instructions from those owners. FACT’s directors and officers may also solicit proxies by telephone, mail, on the internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact:

FACT II Acquisition Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Tel: (212) 618-1798
or:
Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: [_]

You may also obtain additional information about FACT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to tender or deliver your Public Shares (and share certificates (if any) and other redemption forms), either physically or electronically, to Odyssey at the address below prior to the vote at the EGM. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Odyssey Transfer and Trust Company
860 Blue Gentian Rd, Suite 320
Eagan, MN 55121
Tel: (612) 482-5100
Attention: Corporate Actions
E-mail: redemptions@odysseytrust.com

RISK FACTORS

You should carefully consider the risks and uncertainties described below and the other information in this proxy statement/prospectus, including our financial statements and related notes appearing elsewhere in this proxy statement/prospectus before deciding whether to invest. Our business, financial condition, results of operations or prospects could be materially and adversely affected if any of these risks occurs. This proxy statement/prospectus also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

Risks Related to PAD and its Business

Unless the context otherwise requires, all references to “we,” “us,” or “our” in this subsection “Risks Related to PAD and its Business” refer to PAD and its subsidiaries.

Our business model, which is dependent on acquisitions, mergers, business combinations or joint ventures, imposes operational and financial risks.

Our current business strategy includes, in part, acquiring additional businesses, product lines, or technologies aimed at expanding or complementing our current business. To achieve these goals, we may enter into mergers, business combinations, joint ventures, or similar transactions (“M&A Activity”). However, even if we enter into an agreement with respect to M&A Activity, we cannot guarantee that such agreement will be consummated or that, if consummated, the integration of the business or product acquired through M&A Activity will be successful, as such results are dependent on numerous factors, many of which are outside of our direct control.

The integration and management of an acquired company or business may strain our resources and technical, financial and operating systems, especially when aligning disparate quality management systems to comply with industry certifications like AS9100, Federal Aviation Administration (“FAA”) approvals, or DoW standards. In addition, the integration of newly acquired businesses or products can result in significant one-time, or recurring, charges and costs, including transaction fees, due diligence expenses, facility integration, and inventory step-ups, which are likely to require significant capital expenditures or additional debt (the terms of which may not be favorable) to fund such acquisitions and integrations.

Our recent M&A Activity has highlighted the challenges associated with combining companies with different cultures, operating models, and systems. Integrating these businesses into our corporate structure requires substantial resources, time, and effort. For example, the integration of Aerofab necessitated unforeseen investments in outfitting a second location, which delayed the implementation of operations and integration of the Aerofab business. Additionally, implementing consistent cost accounting systems associated with such activity has been, and will continue to be, resource and capital intensive.

While M&A Activity has contributed to improved operating and net margins for PAD, it is important to note that not all acquisitions will necessarily yield immediate or similar financial benefits. Increased expenses associated with integrating acquired businesses, including the implementation of public company reporting requirements, may initially have an adverse impact on financial performance. Furthermore, the listing and associated fees related to these acquisitions have significantly increased our consulting expenses, a trend we expect to continue as we pursue additional acquisitions.

In addition to our completed M&A Activity, we have entered into two purchase agreements and a letter of intent related to pending M&A Activity in the aerospace and defense industry, targeting areas such as precision manufacturing, engineering, and specialized testing services that complement our existing capabilities in aircraft structures and defense systems. Our pending M&A Activity introduce additional risks, including the possibility the anticipated transactions will not close on the anticipated terms or timeline, or at all, which could result in wasted resources, opportunity costs, and potential legal disputes. While the signed purchase agreements related to our M&A Activity are subject to customary closing conditions, closing such transactions is still subject to numerous factors outside of our direct control, such as our ability to raise capital sufficient to pay the purchase price.

The letter of intent, while indicative of our intent to pursue this opportunity, is non-binding (except for limited provisions such as exclusivity or confidentiality) and thus carries heightened uncertainty about whether this transaction will ultimately be consummated. Such M&A Activity may fail to progress to definitive agreements if due diligence uncovers material issues, such as non-compliance with AS9100 quality standards, unresolved disputes over government-funded intellectual property, environmental liabilities at manufacturing facilities, or mismatches in cultural or operational fit that could complicate post-closing integration. Due diligence in the aerospace and defense industry is inherently complex and resource-intensive, often requiring specialized audits of export compliance histories, security clearance statuses for key personnel, and backlog analyses of customer contracts with OEMs or prime contractors, any of which could reveal hidden risks like overreliance on a single defense program vulnerable to budget sequestration, which could result in management’s decision to abandon the transaction despite deploying significant human capital and financial resources to date.

Moreover, pending acquisitions could strain our financial resources prior to closing, including costs for legal, financial, and technical advisors, as well as potential bridge financing. If consummated, they may amplify the integration risks described elsewhere in this risk factor, such as difficulties in harmonizing IT systems for traceability of aerospace components, aligning with NADCAP accreditation processes, or realizing the anticipated synergies and benefits after integrating the acquired business. Failure to close or integrate these targets successfully could harm our reputation in the industry, deter future M&A Activity and opportunities, and adversely affect our stock price, similar to experiences reported by other aerospace and defense companies like Loar Group Holdings, which has disclosed in its filings the risks of deal terminations due to regulatory interventions in its acquisition pipeline, and Park Aerospace Corp., which has highlighted uncertainties in letters of intent leading to unconsummated transactions amid market volatility.

We cannot assure you that our pending M&A Activity will be completed or, if completed, that such transactions will deliver the expected strategic advantages, such as expanded market share in aftermarket services or enhanced technological capabilities in composite structures, without incurring unforeseen costs or liabilities.

In addition to the operational and integration challenges associated with our M&A Activity, we face significant financing risks that could materially impact our ability to pursue and complete these transactions, as well as our overall financial condition in the aerospace and defense industry. Securing funding for acquisitions, whether through debt, equity issuances, or other means, is subject to market conditions, interest rate fluctuations, and lender scrutiny, particularly in a capital-intensive sector where investments often involve high upfront costs for specialized manufacturing equipment, regulatory compliance, and technology integration. In addition, the funding for any such M&A Activity could result in material dilution to our existing stockholders. For instance, in a high-interest environment or during periods of constrained credit markets — such as those influenced by economic downturns, inflationary pressures, or geopolitical uncertainties affecting global capital flows — we may be unable to obtain financing on attractive terms or at all, leading to increased borrowing costs, delayed closings, or abandoned opportunities.

M&A Activity and other strategic investments may also involve the following risks and uncertainties, amplified by the aerospace and defense industry’s cyclicality, geopolitical dependencies, and high barriers to entry:

•        the potential failure to achieve the expected benefits of the combination or acquisition;

•        over-valuation of acquired companies or delays in realizing or a failure to realize the benefits, revenue, cost savings, and synergies that were anticipated;

•        unanticipated costs and liabilities;

•        difficulties in integrating branding, services and products, businesses, operations and technology infrastructure in an efficient and effective manner;

•        difficulties in maintaining customer relations;

•        the potential loss of key employees of the acquired businesses;

•        the diversion of the attention of our senior management from the operation of our daily business;

•        the potential adverse effect on our cash position to the extent that we use cash for the purchase price;

•        the potential significant increase of our interest expense, leverage, and debt service requirements if we incur additional debt to pay for an acquisition;

•        the potential issuance of securities that would dilute our stockholders’ percentage ownership;

•        the potential to incur large and immediate write-offs and restructuring and other related expenses; and

•        the inability to maintain uniform standards, controls, policies and procedures.

Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure you that we will realize the anticipated benefits of any acquisition or investment, such as improved positions on major aircraft platforms or defense programs, given the lengthy qualification cycles that can span years. In addition, our inability to successfully operate and integrate newly acquired businesses appropriately, effectively, and in a timely manner could impair our ability to take advantage of future growth opportunities and other advances in technology, as well as on our revenues, gross margins and expenses. We continually evaluate opportunities to expand our business through strategic and complementary acquisitions in the aerospace and defense space, where targets often include niche suppliers with proprietary products. In many cases, we will be competing for these opportunities with third parties that may have substantially greater financial resources than we do.

We cannot assure you that we will be able to identify opportunities or complete currently pending M&A Activity on commercially reasonable terms or at all, or that we will actually realize any anticipated benefits from such M&A Activity, investments or alliances. In addition, we cannot assure you that we will be able to obtain financing for M&A Activity or investments on attractive terms or at all.

We may not successfully consummate or initiate M&A Activity.

Our ability to grow through M&A Activity, which is currently a major focus of our business plan and strategy, is dependent on several factors, including competition for acquisitions, our access to capital and other resources necessary to consummate acquisitions, and our ability to successfully integrate new business lines and train additional staff, including the staff of an acquired company. There can be no assurance that pending and planned M&A Activity will establish or expand our market presence, or that we will be able to successfully identify suitable acquisition candidates and consummate M&A Activity on favorable terms.

In addition, future M&A Activity could materially and adversely affect our business, financial condition, results of operations, and liquidity. Possible impairment losses on goodwill and intangible assets, or restructuring charges could occur. These risks could have a material adverse effect on the business because they may result in substantial costs to us, disrupt our business, and harm our reputation in the marketplace.

Our customer base is highly concentrated in some of our subsidiaries, and inability to diversify our customer base may adversely affect our business.

Our customer base is concentrated in certain of our subsidiaries, which may pose a material risk to our business. Specifically, revenue for Maney is largely derived from Defense Logistics Agency Weapons Support (formerly DLA Aviation), which accounted for approximately 36% and 64%, respectively, of its revenues in 2025 and 2024, while V&M Precision’s revenue is highly concentrated with Boeing, representing approximately 69% and 95%, respectively, of its revenues in 2025 and 2024.

Although this concentration is a risk factor for these subsidiaries, it is important to note that not all of our subsidiaries face the same level of concentration. For instance, Aerodyn Engineering has a more diversified client base, though its largest client contributed 21% and 27%, respectively, of its revenue in 2025 and 2024. Similarly, Aerofab also has a more diversified client base, with its largest client accounting for approximately 8% and 4%, respectively, of its revenue in 2025 and 2024.

If we are not able to diversify our customer base, our business could be adversely affected. While we are actively working to develop and secure new customer relationships with the goal of reducing dependency on any single customer, there can be no assurance that we will be successful in accomplishing mitigating our customer concentration risk. If we are unable to attract new customers and diversify our concentrated customer base, the loss of any single customer could materially impact our business operations and cash flows. There is no guarantee that we will be successful in these efforts or that we will achieve sustained revenue growth and profitability across all subsidiaries.

If customers are not satisfied with our level of performance or if we otherwise fail to provide the products and services pursuant to customer contracts, we could become subject to litigation and our reputation in the industry may suffer, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows.

Our business is dependent on the cyclical nature of the military’s requests for quotes.

Our operating results may fluctuate significantly from period to period as a result of a variety of factors, including customer purchasing patterns, competitive pricing, debt service and principal reduction payments, and general economic conditions. There is no assurance that we will be successful in marketing any of our products, or that the revenues derived from the sale of such products will be significant. Further, military requests for quotes tend to be seasonal and cyclical, and often driven by the federal government’s budget cycle. Consequently, our revenues may vary by quarter, resulting in fluctuations to our operating results throughout the year.

We rely on short-term orders from our customers.

A variety of conditions, both specific to individual customers and generally affecting the customers’ respective industries, such as fluctuations in defense budgets and government spending priorities, delays or cancellations of major aircraft programs (including commercial jet production ramps or military procurement initiatives), geopolitical tensions (e.g., ongoing conflicts impacting global supply chains and energy prices), supply chain disruptions, economic downturns affecting airline profitability and fleet utilization, pandemics or public health crises leading to reduced flight hours and deferred maintenance, regulatory changes or certification delays, or cyclical downturns in aircraft manufacturing and aftermarket demand, can cause a customer to reduce or delay orders previously anticipated by us, which could materially and adversely impact our business, operating results, financial condition, and cash flows.

While some customers place orders based on long-term pricing agreements, such agreements are typically requirements-based and do not set forth minimum customer purchase obligations, exposing us to sudden variability in demand. Additionally, our customer base is concentrated among a limited number of key aerospace OEMs and Tier 1, 2, and 3 suppliers, the loss of any one or more such major customers, for any reason, could further exacerbate these risks and negatively impact our operations.

Because one of our subsidiaries, Aerofab, relies heavily on short-term orders without guaranteed volumes, it must continually communicate with customers to validate forecasts, monitor production backlogs, and anticipate the future volume of purchase orders to mitigate potential inventory obsolescence or underutilization of capacity.

Our customers may require us to undergo a lengthy and expensive qualification process with respect to our products, with no assurance of sales. Any delay or failure in such qualification process could negatively affect our business and operating results.

Our customers frequently require that our products undergo an extensive qualification process, which may include testing for performance, structural integrity, and reliability. The qualification process may be lengthy and, even if completed in a satisfactory manner, does not guarantee any sales of the product to that customer. We devote substantial resources, including design, engineering, sales, marketing and management efforts, and often substantial expense, to qualifying our products with customers in before actually securing any sales. While such products have undergone these qualification processes for existing customers, any delay or failure in qualifying any of our products in the future may preclude or delay sales of such products, which could directly impede our currently anticipated growth assumptions and cause our business and operations to suffer.

International business and export compliance creates inherent risks to our business.

Our business conducts both domestic and international operations and derives a portion of its revenue from international customers. Our international operations are limited, and revenue derived from customers outside the United States has historically represented an immaterial portion of our total revenues. While we adhere strictly to applicable export control laws and regulations, including the International Traffic in Arms Regulations, and have implemented comprehensive compliance programs with employee training and internal controls to manage export-related risks, several inherent risks remain and cannot be fully mitigated as such risks are outside of PAD’s direct control.

International business operations may expose PAD to risks such as currency fluctuations, which could impact our profitability and financial stability. Geopolitical instability, including conflicts (such as the conflict in Ukraine) or trade disputes, can disrupt supply chains and affect our ability to conduct business in certain regions. Additionally, changes in trade policies, tariffs, or sanctions could alter the regulatory landscape and negatively impact our operations and market access. Despite these risks, we believe our broad geographic footprint and internal risk management policies and practices help mitigate such risks. Despite the risks and challenges associated with international operations, PAD’s management views international business as a strategic growth opportunity and believes it could capitalize on the benefits of global expansion while mitigating the associated risks.

Our business could suffer if we are unable to maintain and increase our technological and manufacturing capabilities or develop new products on a timely basis.

Our operating results could be negatively affected if we were unable to maintain and increase our technological and manufacturing capabilities or develop new products on a timely basis. Although we believe that we have certain technological and other advantages over our competitors, maintaining such advantages will require continued investment in research and development, and sales and marketing initiatives. There can be no assurance that we will be able to make the technological or marketing advances necessary to maintain such competitive advantages or that we will recover the majority of expenses associated therewith.

The industries in which we operate are very competitive.

Our competition comes from other military and industrial aerospace contractors and machine shops. Most contracts that we bid on require us to employ specialized tooling, machines, and training, in addition to obtaining certain approvals, the delays, and costs of which must be included in our initial bids. These additional initial costs often add significant costs to any first-time bid in the aerospace industry, which present a natural barrier to competition, especially for small batches, where such initial costs may exceed the cost of the parts themselves.

In addition, there is the possibility that new competitors could imitate our business model and produce competing products and services with similar a focus at competitive prices. Additionally, competitors could be better capitalized than we are, which could give them a significant advantage when bidding on new contracts, leading to the possibility that our current and future competitors could capture a significant portion of our current and intended market share.

We are vulnerable to disruptions and shortages in the supply of, and increases in the prices of, certain raw materials.

Our business is vulnerable to disruptions and shortages in the supply of, and increases in the price of, certain raw materials, including aluminum, steel, stainless steel, exotic alloys, plastics, and synthetics, used in our manufacturing processes. While we do not have a single supplier for any of these materials, the number of qualified suppliers for certain materials principally used in our manufacture of made-to-order parts is limited. We have identified alternate suppliers for many of these raw materials; however, certain raw materials are produced by a relatively small number of suppliers, so our ability to shop for better prices or terms with respect to these necessary materials is somewhat limited. In some cases, substitutes for certain raw materials are not always readily available, and in the past, there have been shortages for certain of these materials. Additionally, raw material substitutions for certain aircraft-related products may require approval from government agencies like the FAA, and securing such approvals cannot be guaranteed.

Due to our reliance on a limited number of external suppliers that possess proper approvals and certifications, when there are disruptions in our supply chain (delays in raw material shipments and/or outside processing centers), or if we receive materials that do not meet our quality assurance standards, our ability to timely fulfill contracts and/or ship purchase orders may be hampered. If we are required to seek contract extensions, we risk the deferment of revenue into future months/quarters, resulting in a shortfall of sales projections. These disruptions are difficult to determine or predict due to numerous variables which are outside of our direct control, and the financial impact is dependent on the size of the contract being impacted and whether the customer will agree to an extension or no extension at all.

Furthermore, there are many factors beyond our control that could cause shortages or interruptions in the supply of materials and other products central to PAD’s business, including adverse weather events, environmental factors, natural disasters, unanticipated decline in demand, labor or distribution problems, changes in law or policy, raw material safety issues by suppliers and their supply chains, and the financial health of suppliers and their supply chains. Failure to take adequate steps to mitigate the likelihood or potential effect of such events, or to effectively manage such events if they occur, may materially adversely affect our business, financial condition, and operating results, particularly

in circumstances where a material or product is sourced from a single supplier or location. In addition, unexpected delays in deliveries from suppliers or increases in transportation costs (including through increased fuel costs) could materially adversely affect our business, financial condition, and operating results.

While we consider our relationships with suppliers to be strong, a shortage of materials or a disruption of in the supply chain, regardless of the cause, could materially increase PAD’s operating and production costs, and could materially adversely affect our business and results of operations. Likewise, significant increases in the cost of materials purchased by us could also materially increase production and operating costs, and could have a material adverse effect on our business and results of operations if such increased costs are not able to be passed through to PAD’s customers. If one or more suppliers is required to temporarily close its manufacturing facilities, our ability to procure raw materials for our manufacturing processes may become limited, which could ultimately limit our ability to manufacture our products. As PAD continues to acquire businesses, we believe that we will be able to leverage the combined purchasing power and supply chain expertise of our operating companies to mitigate the potential impact of supply chain disruptions and to obtain more favorable terms from suppliers; however, due to many factors outside of our direct control, such results cannot be certain to occur.

We depend upon the experience and expertise of our management team, and the loss of any of these individuals may impair our ability to operate effectively. Additionally, our failure to attract or retain key personnel may have an adverse effect on our business and operating results.

Our business is significantly dependent on our management team, and our success is particularly dependent on our Chief Executive Officer, Brent Borden and our Chief Financial Officer, Kevin Vermeulen II. The loss of Mr. Borden, who is critical to the execution of our business strategy, could significantly disrupt our operations, delay key initiatives, and adversely affect our ability to execute our business strategy effectively. Such a departure may also impact confidence in our business and our ability to attract and retain top talent.

The loss of Mr. Vermeulen could similarly have a material adverse effect on our business, as he is responsible for overseeing our financial strategy, financial reporting, budgeting and forecasting processes, liquidity management, internal controls, and relationships with auditors, lenders, and other financial counterparties. A transition in this role could result in disruptions to our financial operations, delays in financial reporting or compliance matters, and increased costs or management distraction while a replacement is identified and onboarded. In addition, the loss of any other member of our management team could significantly delay or prevent us from achieving our business objectives, which could materially harm our business and customer relationships.

If any of our key employees or directors leave, are unable to work, or fail to perform, or if we are unable to recruit and retain qualified replacements and successfully manage leadership transitions, we may be unable to execute our business strategy and our business, financial condition, and results of operation.

We have generated limited profits to date.

We have generated limited profits to date. Our business model is currently dependent on employing significant upfront costs and services, which directly and negatively impact our gross margins. Coupling this fact with our operating expenses, we have generated de minimis profits to date. We believe that as our business expands and if we are successful in acquiring complementary businesses, our increased size and scale will result in higher gross and net margins; however, such results cannot be guaranteed and depend on many factors that are outside of our direct control.

We cannot assure you that our plans to raise capital will be successful.

As of December 31, 2025, we had a working capital deficit of approximately $38.0 million. Based on our current operating plan, we believe that our existing cash and cash equivalents will be sufficient to fund our currently planned operations for approximately five months.

Our ability to continue operations beyond that period is dependent on our ability to raise additional capital, generate additional revenue, reduce expenses, or otherwise obtain additional sources of liquidity. If we are unable to obtain such funding or implement alternative measures on acceptable terms, we may be required to significantly curtail, delay, or discontinue certain operations or initiatives, which could have a material adverse effect on our business, financial condition, and prospects.

Government regulation and industry standards could negatively impact our business.

Our aerospace and defense operations are heavily regulated by U.S. federal agencies, including the Department of State (International Traffic in Arms Regulations (“ITAR”)), Department of Commerce (Export Administration Regulations (“EAR”)), FAA, and DoW (through Federal Acquisition Regulation/Defense Federal Acquisition Regulation Supplement and cybersecurity standards like NIST SP 800-171 and Cybersecurity Maturity Model Certification). These regulations and standards govern export controls, quality management (e.g., AS9100), counterfeit parts prevention, cybersecurity, and government contracting compliance. Due to our work on precision machining, non-destructive testing, and sustainment for defense and aerospace programs, we are subject to stringent oversight. We may incur significant costs to comply with existing or new requirements (such as enhanced export licensing, supply chain traceability, or cybersecurity certifications), or face penalties, contract suspensions, debarment, or loss of certifications for non-compliance. Changes in these regulations and standards, increased enforcement, or evolving national security policies could adversely affect our ability to win or perform contracts, export products, or operate efficiently.

We are subject to a variety of environmental regulations.

Our production processes require the use, storage, treatment and disposal of certain materials which are considered hazardous under applicable environmental laws, and we are subject to a variety of regulatory requirements relating to the handling of such materials and the release of emissions and effluents into the environment. Failure to comply with such laws and regulations could have a negative impact on our business or results of operations. Other possible developments, such as the enactment or adoption of additional environmental laws and regulations, could result in substantial new and additional costs to us, or otherwise result in major changes to our current business model and manufacturing processes, which in turn could negatively impact our business and operations.

PAD may be adversely impacted if it is unable to adequately protect its intellectual property and proprietary interests.

In certain cases, PAD may rely on trade secrets to protect its intellectual property, proprietary technology, and processes. While PAD does not currently hold any patents, trademarks, licenses, franchises, or royalty agreements, we rely on trade secrets as our primary means of protection. There can be no assurances that confidentiality obligations imposed on PAD’s customers and suppliers will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies, both in order to protect proprietary rights as well as for competitive reasons, even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain due to the rapid development of the principles of law pertaining to this area. PAD is also subject to the risk that other companies may make claims that we infringed on their intellectual property, technology, information, and data, the defense of which could be significant and result in negative impacts to our business, reputation, operations, and cash flows.

Our business and operations may be adversely affected by cybersecurity breaches or other information technology system or network intrusions.

Our business and operations may be adversely affected by cybersecurity breaches, other information technology system or network intrusions, and vulnerabilities within our supply chain.

We depend on information technology and computerized systems to communicate and operate effectively, some of which are connected to networks maintained by third parties that are not under our direct control. We store sensitive data on third-party-managed servers and databases, including proprietary business information, intellectual property, and confidential employee and other personal data pertaining to our business, customers, suppliers, OEMs, employees, and other third parties. While we implement security measures designed to protect such information, we rely in part on the security and operational practices of these third-party service providers, and any failure or breach of their systems could result in unauthorized access to, disclosure of, or loss of such data. Attempts by others to gain unauthorized access to our information technology systems and data have become more frequent and sophisticated. These attempts, which might be related to industrial or foreign government espionage, activism, or other motivations, include covertly introducing malware and “ransomware” to our computers and networks, performing reconnaissance, impersonating authorized users, and stealing, corrupting or restricting our access to data, among other activities.

Additionally, our reliance on third-party products, software, and services within our supply chain exposes us to additional cybersecurity risks. A breach of a supplier or service provider could potentially disrupt our operations, damage our reputation, and result in financial loss.

As with most companies, we have experienced attempts to breach our systems and we have been the target of cybersecurity attacks, none of which has resulted in loss of data or materially affected our business, operations or financial results. We have addressed past cybersecurity breaches by working with service providers specializing in incident response, risk management, and digital forensics services. In coordination with such service providers, we routinely aim to update our cybersecurity infrastructure, security tools (including firewalls and anti-virus software), and employee training and processes, with the goal of protecting our systems against cybersecurity threats and incidents, and prevent their recurrence. While our employees have been trained and instructed to detect and investigate such incidents, cybersecurity attacks and other data security breaches can, and are expected to, occur in the future. Despite our concentrated efforts, we may be unable to implement adequate preventive or remediation measures, as breach and disruption techniques change frequently and are generally not detected until after an incident has occurred.

The unauthorized access to, or use of, our intellectual property, confidential information, customer data, or personal information, or any disruption in the systems that store such information, could materially harm our competitive position, reputation, strategic initiatives, and otherwise reduce the value and expected benefits of our investment in research and development through the loss of trade secrets or other proprietary and competitively sensitive information. Additionally, any such unauthorized access or use of our sensitive information and systems could result in operational disruptions and delays, jeopardize the security of our facilities and information systems, interfere with our ability to access information systems at critical times, and otherwise materially and adversely affect our reputation, business, and financial results.

Any such intrusion may also result in PAD being subject to material fines, penalties, governmental investigations and proceedings, litigation, diminished competitive advantages through reputational damages and increased operational expenses (including remediation and damage expenses), the impacts of which could be material and significant to us. Many victims of cyber-attacks also are forced to pay significant ransoms or incur significant expenses to recover critical business systems and data. Additionally, we may incur additional costs to comply with data security and cybersecurity protections and standards imposed by our customers or the laws and regulations of countries in which we conduct business. We may be similarly harmed if any of the foregoing incidents occur at third parties that are connected to our networks and that are not under our direct control, the cost of which and impact to us could be significant.

The competitive job market creates a challenge and potential risk as we grow and strive to attract and retain a highly skilled workforce.

The aerospace and defense industry faces intense competition for highly skilled professionals, such as aerospace engineers, certified machinists, non-destructive testing technicians, and avionics specialists, due to a tight labor market. Competitors may offer more attractive financial incentives, such as higher salaries, equity awards, or relocation packages, posing a risk of failing to attract or retain talent with critical security clearances or expertise required for contracts with major OEMs and defense contractors.

The industry also contends with challenges from an aging workforce nearing retirement, limited new talent due to stringent citizenship requirements for sensitive roles, skills gaps in emerging technologies, and potential disruptions from unionized labor. Significant investments in employee training for industry-specific quality standards or proprietary technologies increase their value to competitors, heightening turnover risks. High attrition could lead to costly recruitment, onboarding delays, and productivity losses, potentially disrupting contract timelines or delivery of our products and services. These factors may increase operating costs, reduce margins, hinder our ability to meet customer obligations, and reduce our ability to compete with competitors. Additionally, employee turnover can result in significant replacement costs and lost productivity.

Risks Related to FACT and the Business Combination

Unless the context otherwise requires, references in this subsection “Risks Related to FACT and the Business Combination” to “we,” “us,” and “our” generally refer to FACT in the present tense or New PAD from and after the Business Combination.

The Sponsor, Sponsor HoldCo, FACT’s directors and officers and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the FACT Shareholders generally.

When you consider the recommendation of the FACT Board in favor of approval of the Business Combination Proposal and the other proposals included herein, you should keep in mind that the Sponsor, Sponsor HoldCo, FACT’s directors and officers and FACT’s Executive Chairman have interests in such proposals that are different from, in addition to and/or in conflict with, those of the FACT Shareholders generally. These interests include, among other things:

•        the fact that Sponsor HoldCo holds 5,613,333 Founder Shares that were initially purchased for an aggregate of $25,000 (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the underwriters’ over-allotment option in connection with FACT’s IPO not being exercised), and such shares will have a significantly higher value at the time of the Business Combination, estimated at approximately $[•] based on the closing price of $[•] per FACT Class A Share on Nasdaq on [•], 2026. FACT estimates that, at the Closing, the Sponsor will hold an aggregate of 3,433,179 shares of New PAD Common Stock issued upon the conversion of such Founder Shares (assuming the 50% Redemptions Scenario), which, if unrestricted and freely tradeable, would be valued at approximately $[•], based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that each of FACT’s independent directors, its Executive Chairman and its Senior Advisor hold 30,000, 130,000 and 20,000 Founder Shares, respectively, which shares were transferred to such persons by Sponsor HoldCo in connection with their service to FACT, and such shares will have value at the time of the Business Combination, estimated at approximately $[•] based on the closing price of $[•] per FACT Class A Share on Nasdaq on [•], 2026. FACT estimates that, at the Closing, FACT’s independent directors, its Executive Chairman and the Senior Advisor will hold 30,000, 130,000 and 20,000 shares of New PAD Common Stock, respectively, which, if unrestricted and freely tradeable, would be valued at approximately $[•] based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that, as a result of the low purchase price paid for the FACT Class B Shares, if the Business Combination is completed, Sponsor HoldCo, FACT’s independent directors, its Executive Chairman and its Senior Advisor are likely to be able to make a substantial profit on their investment in FACT even at a time when the New PAD Common Stock has lost significant value. On the other hand, if the Business Combination is not completed and FACT liquidates without completing another initial business combination, Sponsor HoldCo, FACT’s independent directors, its Executive Chairman and its Senior Advisor would lose their entire investment in FACT;

•        the fact that Sponsor HoldCo holds 422,500 FACT Class A Shares (excluding 325,000 restricted FACT Class A Shares), initially purchased for $10.00 per share in a private placement that occurred simultaneously with the closing of the IPO, which will then automatically convert at the Effective Time into an equal number of shares of New PAD Common Stock. FACT estimates that, at the Closing, if unrestricted and freely tradeable, such shares would be valued at approximately $[•] based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that the Sponsor, Sponsor HoldCo and FACT’s directors and officers who own FACT Ordinary Shares have each waived their right to redeem any FACT Ordinary Shares held by them in connection with the shareholder vote to approve the Business Combination;

•        the fact that if FACT were to liquidate rather than complete the Business Combination, the Sponsor and Sponsor HoldCo will lose their entire investment in FACT, which totals approximately $4,425,000 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the FACT Class B Shares and the $4,400,000 purchase price for the FACT Class A Shares purchased by Sponsor and Sponsor HoldCo in a private placement concurrently with the IPO, because the Sponsor and Sponsor HoldCo have waived their redemption rights with respect to such shares. The potential loss of this investment may have incentivized the Sponsor, Sponsor HoldCo and their affiliates to pursue the Business Combination on unfavorable terms in order to avoid a liquidation;

•        the fact that if the Trust Account is liquidated, including in the event FACT is unable to complete the Business Combination within the completion window, Sponsor HoldCo has agreed that it will be liable to FACT if and to the extent any claims by a third party for services rendered or products sold to FACT, or a prospective target business with which FACT has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by FACT’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that the FACT Articles contain a waiver of the corporate opportunity doctrine, and there could have been business combination targets that would have been appropriate for a combination with FACT but were not offered due to a FACT director’s duties to another entity. FACT does not believe that the waiver of the corporate opportunity doctrine in the FACT Articles interfered with its ability to identify an acquisition target;

•        the continued indemnification of former and current directors and officers of FACT, the Sponsor and Sponsor HoldCo and the continuation of directors’ and officer’s liability insurance after the Business Combination;

•        the Sponsor, Sponsor HoldCo and FACT’s officers, directors and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on FACT’s behalf, such as identifying and investigating possible business targets and business combinations. However, if FACT fails to consummate a business combination within the required period, they will not have any claim against the Trust Account for reimbursement. Accordingly, FACT may not be able to reimburse these expenses if the Business Combination with PAD or another business combination is not completed by November 27, 2026. As of the Record Date, the Sponsor, Sponsor Holdco and FACT’s officers, directors and their affiliates had incurred less than $[•] of unpaid reimbursable expenses; and

•        the Sponsor, Sponsor HoldCo and FACT’s directors and officers have irrevocably waived the anti-dilution adjustments set forth in the FACT Articles, or any other anti-dilution or similar adjustment rights to which they may otherwise be entitled related to or arising from the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to their fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers that were not presented to FACT, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About FACT — Conflicts of Interest.”

The existence of financial and personal interests of one or more of FACT’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of FACT and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals set forth in this proxy statement/prospectus. The financial and personal interests of the Sponsor, Sponsor HoldCo, as well as FACT’s directors and officers, may have influenced their motivation in identifying and selecting PAD as the Business Combination target, completing the Business Combination with PAD and influencing the operation of the business following the initial business combination. In considering the recommendation of the FACT Board to vote in favor of approval of the proposals set forth in this proxy statement/prospectus, unaffiliated FACT Shareholders should keep in mind that the Sponsor, Sponsor HoldCo and FACT’s directors and officers and entities affiliated with them, have interests in such proposals that are different from, or in addition to, those of unaffiliated FACT Shareholders.

The Sponsor, Sponsor HoldCo and the other FACT Insiders have agreed to vote in favor of the Business Combination and related transactions, regardless of how the Public Shareholders vote.

The Sponsor, Sponsor HoldCo and FACT’s officers and directors have agreed to vote in favor of all the proposals being presented at the EGM, regardless of how the Public Shareholders vote. No consideration has been or will be paid by FACT or PAD to the FACT Insiders in connection with such agreements. As of [•], 2026, the Sponsor, Sponsor HoldCo and the other FACT Insiders collectively owned 6,595,833 FACT Ordinary Shares, which represented 27% of the issued and outstanding FACT Ordinary Shares. The FACT Insiders also may from time to time purchase FACT Class A Shares prior to the Closing.

The Business Combination Proposal, Stock Issuance Proposal, Incentive Plan Proposal, and Adjournment Proposal require approval pursuant to an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. As a result, in addition to Founder Shares and the FACT Ordinary Shares held by the FACT Insiders, we would need 5,672,200 shares, or approximately 32.0%, of all the unaffiliated FACT Ordinary Shares to be voted in favor of the Business Combination Proposal, Stock Issuance Proposal, Incentive Plan Proposal, and Adjournment Proposal in order to approve each such proposal, assuming all outstanding FACT Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 12,160,730 of the issued and outstanding FACT Ordinary Shares, representing a quorum under the FACT Articles, vote at the EGM, we will not need any Public Shares in addition to the FACT Ordinary Shares held by FACT Insiders to be voted in favor of the Business Combination Proposal, Stock Issuance Proposal, Incentive Plan Proposal, and Adjournment Proposal in order to approve each such proposal.

Each of the Domestication Proposal and the Charter Proposal requires approval pursuant to a special resolution under Cayman Islands law, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. In respect of the Domestication Proposal only, a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Ordinary Shares will be entitled to one vote for every FACT Class A Ordinary Share held. As a result, in addition to Founder Shares and the FACT Ordinary Shares held by the FACT Insiders, we would need 9,713,646 shares, or approximately 54.8% of all the unaffiliated FACT Ordinary Shares to be voted in favor of the Charter Proposal in order to approve each such proposal, assuming all outstanding FACT Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 12,160,730 of the issued and outstanding FACT Ordinary Shares, representing a quorum under the FACT Articles, vote at the EGM, we will not need any Public Shares in addition to the FACT Ordinary Shares held by FACT Insiders to be voted in favor of the Charter Proposal.

Approval of the Director Election Proposal requires the affirmative vote of a simple majority of the votes cast by the holders of the FACT Class B Shares who, being entitled to do so, vote in person or by proxy at the EGM.

Each of the Advisory Charter Proposals requires approval pursuant to an ordinary resolution on a non-binding advisory basis only, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. As a result, in addition to Founder Shares and the FACT Ordinary Shares held by the FACT Insiders, we would need 1,701,660 shares, or approximately 9.6%, of all the unaffiliated FACT Ordinary Shares to be voted in favor of each of the Advisory Charter Proposals in order to approve each such proposal, assuming all outstanding FACT Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 12,160,730 of the issued and outstanding FACT Ordinary Shares, representing a quorum under the FACT Articles, vote at the EGM, we will not need any Public Shares in addition to the FACT Ordinary Shares held by FACT Insiders to be voted in favor of the Advisory Charter Proposals in order to approve each such proposal.

Past performance by our management team and their affiliates may not be indicative of future performance of an investment in us or in the future performance of the post-Business Combination entity.

Information regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational purposes only. Past performance by our management team, including with respect to Freedom Acquisition I Corp., is not a guarantee of success with respect to the Business Combination with PAD. You should not rely on the historical record of the performance of our management team or businesses associated with them as indicative of our future performance of an investment in FACT or New PAD or the returns we will, or are likely to, generate going forward.

FACT Shareholders will experience immediate dilution as a consequence of the issuance of New PAD Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that FACT’s current shareholders have on the management of New PAD.

Under the Business Combination Agreement, the number of shares of New PAD Common Stock to be issued to PAD Stockholders in connection with the Merger is estimated to be approximately 41.8% of the issued and outstanding shares of New PAD Common Stock immediately following the consummation of the Business Combination, assuming the 50% Redemptions Scenario. Therefore, FACT Shareholders will experience immediate dilution. Currently, the Public Shareholders own approximately 72.0% of the issued and outstanding FACT Ordinary Shares. As described in more detail below, assuming the 50% Redemptions Scenario and a Redemption Price of approximately $[•] per share (estimated using an assumed Closing Date of [•], 2026), and without giving effect to any dilutive instruments, such as the exercise of the New PAD Options, it is expected that immediately after the consummation of the Business Combination, the Public Shareholders will hold approximately 27.5% of the issued and outstanding New PAD Common Stock.

The ability of the Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

The Business Combination Agreement requires us to have at least $75.0 million of cash at the Closing (after deducting certain transaction expenses). We do not know how many Public Shareholders may exercise their redemption rights. If a larger number of Public Shares are submitted for redemption than we initially expected, including as a result of redemptions of Public Shares, and the Minimum FACT Cash Amount is not met, PAD may elect not to consummate the Business Combination. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the funds in the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The Sponsor, Sponsor HoldCo and other FACT Insiders may elect to purchase shares from Public Shareholders, which may influence a vote on the Business Combination and reduce the public “float” of the FACT Class A Shares.

At any time prior to the EGM, subject to applicable securities laws (including with respect to material non-public information), the FACT Insiders or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination or not redeem their Public Shares. However, the FACT Insiders and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

The purpose of any such transactions could be to increase the likelihood of obtaining shareholder approval of the Business Combination or satisfy the Minimum FACT Cash Amount if it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our shares may be reduced and the number of beneficial holders of our shares may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our shares on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the FACT Insiders or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        if the FACT Insiders or their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        the FACT Insiders and their affiliates would not possess any redemption rights with respect to the Public Shares or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we would disclose in a Form 8-K, before the EGM to approve the Business Combination, the following material items:

•        the amount of the Public Shares purchased outside of the redemption offer by the FACT Insiders or their affiliates, along with the purchase price;

•        the purpose of the purchases by the FACT Insiders or their affiliates;

•        the impact, if any, of the purchases by the FACT Insiders or their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of our security holders who sold to the FACT Insiders or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the FACT Insiders or their affiliates; and

•        the number of the Public Shares for which we have received redemption requests pursuant to our redemption offer.

If a shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

If a shareholder fails to receive our proxy materials, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that we will furnish to Public Shareholders in connection with the Business Combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, in this proxy statement/prospectus, we require the Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to deliver their shares to Odyssey electronically prior to the date set forth in the proxy materials, which is two business days prior to the scheduled vote on the proposal to approve the Business Combination. In addition, we require a Public Shareholder seeking redemption of his, her or its Public Shares to also submit a written request for redemption to Odyssey two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy statement/prospectus, its shares may not be redeemed.

Public Shareholders may not know prior to the redemption deadline or prior to the EGM whether the Minimum FACT Cash Amount is satisfied.

If FACT receives valid redemption requests from holders of Public Shares prior to the redemption deadline, FACT may, at its sole discretion, following the redemption deadline and until the Closing Date, seek and permit withdrawals by one or more of such holders of their redemption requests. FACT may select which holders to seek such withdrawals of redemption requests from based on any factors FACT may deem relevant and the purpose of seeking such withdrawals may be to increase the funds held in the Trust Account, including where FACT otherwise would not satisfy the Minimum FACT Cash Amount. There may be a period of time after the EGM and before the Closing when shareholders do not know whether this closing condition is satisfied. Accordingly, Public Shareholders may be required to make redemption and voting decisions without knowing whether all of the conditions to closing the Business Combination will be satisfied.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a shareholder may be able to sell his, her or its shares of New PAD Common Stock in the future following the completion of the Business Combination is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in New PAD’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of New PAD Common Stock after the consummation of the Business Combination, and a shareholder may not be able to sell his, her or its shares of New PAD Common Stock

in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If you, together with any affiliate or any other person with whom you are acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, are deemed to hold in excess of 15% of the issued and outstanding Public Shares, you will lose the ability to redeem all such shares in excess of 15% of the issued and outstanding Public Shares.

The FACT Articles provide that a Public Shareholder, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination.

If the net proceeds of the IPO and simultaneous private placement not being held in the Trust Account are insufficient to allow us to operate until the completion of the Business Combination, we will depend on loans from the Sponsor, Sponsor HoldCo or the management team to complete the Business Combination.

$[•] was available to us outside of the Trust Account, as of [•], 2026, to fund our working capital requirements. While we believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until at least the completion of the Business Combination, we cannot assure you that our estimate is accurate.

None of the Sponsor, Sponsor HoldCo, members of our management team or any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon the Closing. Such shares would be identical to the FACT Class A Shares purchased in a private placement, which occurred simultaneously with the IPO. Prior to the Closing, we do not expect to seek loans from parties other than the Sponsor, Sponsor HoldCo or an affiliate of the Sponsor or Sponsor HoldCo, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If we are unable to complete the Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, the Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of the Public Shares.

The net cash available to New PAD from the Trust Account in respect of each Public Share that is not redeemed will be materially less than the price per share ascribed in the Business Combination Agreement to the New PAD Common Stock to be issued to PAD Stockholders.

In recent litigation following the closing of other “deSPAC” transactions, plaintiffs have alleged that it was a material omission for the SPAC not to have disclosed in its proxy statement/prospectus that the “net cash per public share” of the SPAC was materially below the price per share ascribed to the combined company’s shares to be issued to the target shareholders in the business combination. While such litigation has been brought against Delaware SPACs in Delaware courts (and FACT is a Cayman Islands exempted company), and without acknowledging the relevance of the net cash per share information or the merits of any such claim, Public Shareholders should be aware that the net cash available to New PAD from the Trust Account in respect of each Public Share that is not redeemed will be materially less than the assumed approximately $[•] per share ascribed in the Business Combination Agreement to the New PAD Common Stock to be issued to PAD Stockholders (which is equal to the assumed Redemption Price for the Public Shares estimated using an assumed Closing Date of [•], 2026) due to expenses attributable to FACT and PAD and dilution from the Founder Shares that will remain outstanding upon the Closing.

If we are unable to consummate the Business Combination within the completion window, the Public Shareholders may be forced to wait beyond the end of the completion window before redemption from the Trust Account.

If we are unable to complete the Business Combination within the completion window, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), will be used to fund the redemption of the Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of the FACT Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to the Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Business Combination prior thereto and only then in cases where investors have sought to redeem their FACT Class A Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Business Combination.

There is substantial doubt regarding our ability to continue as a “going concern.”

In connection with our assessment of going concern considerations in accordance with FASB ASC 205-40, “Basis of Presentation — Going Concern,” our management has determined that if FACT is unable to complete an initial business combination by November 27, 2026, then FACT will cease all operations except for the purpose of liquidating. The date for mandatory liquidation and subsequent dissolution raises substantial doubt about FACT’s ability to continue as a going concern. Management plans to consummate the Business Combination prior to the mandatory liquidation date. No adjustments have been made to the carrying amounts of assets or liabilities should FACT be required to liquidate after November 27, 2026. Accordingly, our management has determined that the mandatory liquidation, should the Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations.

In order not to be regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, a company must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

The SEC recently provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities, and “is a question of facts and circumstances” requiring individualized analysis. When applying these factors to us we do not believe that our principal activities will subject us to being an investment company as defined in the Investment Company Act. To this end, FACT was incorporated for the purpose of completing an initial business combination with one or more businesses, such as the Business Combination with PAD. Since our inception, our business has been and will continue to be focused on identifying and completing an initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds of the IPO in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the FACT Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to the Public Shareholders as part of our redemption of the Public Shares. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under and comply with the requirements set forth pursuant to the Investment Company Act. Compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination. We may also be forced to abandon our efforts to complete the Business Combination and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following the Business Combination, and our warrants would expire worthless. For illustrative purposes, in connection with the liquidation of the Trust Account, the Public Shareholders may receive only approximately $[•] per Public Share, which is based on an assumed Closing Date of [•], 2026, or less in certain circumstances. Further, under the subjective test of an “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount that the Public Shareholders would receive upon any redemption or liquidation of FACT.

We intend to initially hold the funds in the Trust Account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. As noted above, one of the factors that the SEC identified as relevant to the determination of whether a SPAC that holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Odyssey, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the our initial business combination or our liquidation. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount that the Public Shareholders would receive upon any redemption or liquidation of FACT.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete the Business Combination, and results of operations.

We are subject to rules and regulations by various national, regional and local governing bodies, including, for example, the SEC, and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to comply with such new and evolving laws and regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect on our business, investments and results of operations.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things: disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of financial projections in SEC filings in connection with proposed initial business combination transactions; and the potential liability of certain participants in proposed initial business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination.

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares, potentially at a loss.

The Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of (i) our completion of the Business Combination, and then only in connection with those FACT Class A Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the FACT Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with a business combination or to redeem 100% of the Public Shares if we do not complete a business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-Closing activity, and (iii) the redemption of the Public Shares if we are unable to complete a business combination within the completion window, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares, potentially at a loss.

We intend to issue additional shares pursuant to the New PAD Incentive Plan after the Closing. We may also issue additional FACT Class A Shares or preference shares to complete the Business Combination. Any such issuances would dilute the interest of our shareholders and likely present other risks.

The FACT Articles authorize the issuance of up to 200,000,000 FACT Class A Shares, 20,000,000 FACT Class B Shares, and 1,000,000 preference shares. As of December 12, 2025, there are 181,511,875 and 14,166,667 authorized but unissued FACT Class A Shares and FACT Class B Shares, respectively, available for issuance, which amounts do not take into account FACT Class A Shares issuable upon conversion of the FACT Class B Shares. Pursuant to the FACT Articles, immediately prior to the Domestication, the holders of the FACT Class B Shares will voluntarily convert each FACT Class B Share on a one-for-one basis into one FACT Class A Share. There are no preference shares issued and outstanding.

We intend to issue additional shares pursuant to the New PAD Incentive Plan after the Closing. We may also issue additional FACT Class A Shares or preference shares to complete the Business Combination. However, the FACT Articles provide, among other things, that prior to the Business Combination, we may not, other than in connection with the conversion of FACT Class B Shares to FACT Class A Shares pursuant to the FACT Articles, issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the FACT Articles, like all provisions of the FACT Articles, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

•        may significantly dilute the equity interest of investors in the IPO;

•        may subordinate the rights of holders of FACT Class A Shares if preference shares are issued with rights senior to those afforded the FACT Class A Shares;

•        could cause a change in control if a substantial number of FACT Class A Shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

•        may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

•        may adversely affect prevailing market prices for the FACT Class A Shares.

The FACT Board has not requested, and does not anticipate requesting, an updated opinion from its financial advisor reflecting changes in circumstances that may have occurred since the signing of the Business Combination Agreement.

On November 23, 2025, ERShares delivered its oral opinion, which it subsequently confirmed in writing, to the FACT Board that, as of that date and based upon and subject to the assumptions and other matters described in the written opinion, the Transaction Consideration to be paid by FACT in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to FACT’s unaffiliated shareholders. FACT does not intend to obtain an updated opinion from ERShares prior to the consummation of the Business Combination. Changes in the proposed operations and prospects of PAD, general market and economic conditions and other factors that may be beyond the control of FACT or PAD may alter the value of FACT or PAD or the price of FACT’s shares by the time the Business Combination is completed. ERShares’ opinion speaks as of the date it was rendered, and does not speak as of any other date, and as such, ERShares’ opinion does not address the fairness of the Transaction Consideration, from a financial point of view, as of any date other than the date of such opinion, including at the time the Business Combination is completed.

For a description of the opinion, see “Proposal No. 1 — The Business Combination Proposal — Opinion of EntrepreneurShares LLC.” A copy of ERShares’ opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by ERShares, is attached hereto as Annex K.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, subject to PAD’s consent, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt following the IPO, we may choose to incur substantial debt to complete the Business Combination, subject to PAD’s consent, pursuant to the covenants set forth in the Business Combination Agreement. The incurrence of debt could have a variety of negative effects, including:

•        default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•        our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete the Business Combination with which a substantial majority of our shareholders do not agree.

The FACT Articles do not provide a specified maximum redemption threshold. The Business Combination Agreement includes a Minimum FACT Cash Amount and, while we expect such condition to be met, it may be waived by PAD prior to the Closing. As a result, we may be able to complete the Business Combination even though a substantial majority of the Public Shareholders do not agree with the Business Combination and have redeemed their shares or have entered into privately negotiated agreements to sell their shares to the Sponsor, Sponsor HoldCo and other FACT Insiders. In the event that the aggregate cash consideration we would be required to pay for all FACT Class A Shares that are validly submitted for redemption plus the FACT Closing Cash exceed the aggregate amount of cash available to us, unless PAD waives the Minimum FACT Cash Amount, we will not complete the Business Combination or redeem any shares, all FACT Class A Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend the FACT Articles or governing instruments in a manner that will make it easier for us to complete the Business Combination that our shareholders may not support.

In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments. For example, SPACs have amended the definition of “business combination” thereunder, increased redemption thresholds and extended the time to consummate an initial business combination. Amending the FACT Articles requires a special resolution under Cayman Islands law, which requires the affirmative

vote of at least two-thirds of the votes cast by the shareholders of the issued and outstanding shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of FACT, and vote at the general meeting. In addition, the FACT Articles requires us to provide the Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to the FACT Articles (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of the Public Shares if we do not complete an initial business combination within the completion window or (ii) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent that any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend the FACT Articles or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

We may be unable to obtain additional financing to complete the Business Combination or to fund the operations and growth of PAD, which could compel us to restructure or abandon the Business Combination.

If the funds retained in the Trust Account, net of redemptions, are not sufficient to meet the Minimum FACT Cash Amount, and if PAD waives the Minimum FACT Cash Amount, New PAD could be required to make adjustments to its business plans in light of available capital resources. For example, New PAD could elect not to pursue or to delay some of PAD’s current strategic objectives and pending acquisitions or may be required to raise additional capital earlier than anticipated. We cannot assure you that such financing will be available on acceptable terms, if at all. If we are unable to complete the Business Combination, the Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders. None of our officers, directors or shareholders is required to provide any financing to us in connection with or after the Business Combination.

We may not be able to complete the Business Combination as such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

Sponsor and Sponsor HoldCo are incorporated in the Cayman Islands. The Sponsor is the managing member of Sponsor HoldCo, which owns 26% of the issued and outstanding FACT Ordinary Shares. The managing members of the Sponsor are our Chief Executive Officer, Adam Gishen, our Chief Financial Officer, Min Lee, Richard Nespola, Jr. and Joseph Wagman. Messrs. Lee and Nespola, Jr. are U.S. citizens, and Messrs. Gishen and Wagman are British citizens. Investment and voting decisions of the Sponsor are made by the FACT Board, which is currently comprised of the four member managers. Each manager has one vote on all matters submitted to the FACT Board and with respect to any matter before the FACT Board, the act of a majority of the managers present shall be the act of the FACT Board. With respect to any action taken by the FACT Board without a meeting, such action requires the written consent of all the managers. Neither Mr. Gishen nor Mr. Wagman individually or collectively control the Sponsor.

The Business Combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties choose not to file voluntarily. If CFIUS determines that an investment subject to its jurisdiction presents national security risks, CFIUS has the power to require mitigation measures on the investment or can recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and its implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in certain U.S. businesses that have a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data”.

It is possible that non-U.S. persons could be involved in the Business Combination or another initial business combination (e.g., as existing shareholders of a target company or as private placement equity investors), which may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. If the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. If CFIUS were to review the Business Combination, CFIUS may decide to block or delay the Business Combination, impose conditions with respect to the Business Combination, recommend that the President of the United States order us to divest all or a portion of PAD that we acquired without first obtaining CFIUS approval, or impose penalties if CFIUS believes that a mandatory notification requirement applied and was not met. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete a business combination, our failure to obtain any required approvals within the completion window may require us to liquidate. If we are unable to consummate a business combination within the completion window, including as a result of extended regulatory review of the business combination, we will (i) cease all operations except for the purpose of winding-up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law, and (iii) following such redemption, liquidate and dissolve. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, the FACT Warrants may expire worthless.

FACT and PAD will incur significant transaction and transition costs in connection with the Business Combination.

FACT and PAD have both incurred and expect to continue to incur significant, non-recurring costs in connection with consummating the Business Combination, and New PAD will experience recurring costs related to operating as a public company following the consummation of the Business Combination. New PAD may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

FACT may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on FACT’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected time frame, which may adversely affect FACT’s and PAD’s respective businesses, financial condition and results of operation.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FACT Class A Shares and/or New PAD Common Shares may decline.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of FACT Class A Shares prior to the Closing may decline. The market values of these securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which FACT Shareholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement is set forth in the Business Combination Agreement and will not be adjusted to reflect any changes in the market price of FACT Class A Shares, the market value of the shares of New PAD Common Stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

In addition, following the Business Combination, the New PAD Common Stock will not have any redemption rights like the Public Shares had and fluctuations in the price of New PAD Common Stock could contribute to the loss of all or part of your investment. The trading price of New PAD Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond FACT’s, PAD’s, or New PAD’s control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute to potential downward pressures in market value of FACT Class A Shares and New PAD Common Stock. Additionally, any of the risk factors discussed in this proxy statement/prospectus could have a material adverse effect on your investment in FACT Class A Shares and New PAD Common Stock, and such securities may trade at prices significantly below the price that you paid for them. In such circumstances, the trading price of FACT Class A Shares or New PAD Common Stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of New PAD Common Stock irrespective of New PAD’s operating performance. The stock market has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which you acquired them. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New PAD could depress New PAD’s share price regardless of New PAD’s business, prospects, financial conditions or results of operations. A decline in the market price of New PAD’s securities also could adversely affect New PAD’s ability to issue additional securities and, therefore, New PAD’s acquire additional entities in accordance with PAD’s business plan, as well as New PAD’s ability to obtain additional financing in the future.

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of FACT under the circumstances. WithumSmith+Brown, PC, our independent registered public accounting firm, and the underwriters of the IPO will not execute agreements with us waiving such claims to the monies held in the Trust Account.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if we are unable to complete the Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter Agreement, Sponsor HoldCo has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for FACT’s independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in

the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked Sponsor HoldCo to reserve for such indemnification obligations, nor have we independently verified whether Sponsor HoldCo has sufficient funds to satisfy its indemnity obligations and we believe that Sponsor HoldCo’s only assets are securities of FACT. Therefore, we cannot assure you that Sponsor HoldCo would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of Sponsor HoldCo, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and Sponsor HoldCo asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Sponsor HoldCo to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Sponsor HoldCo to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to the Public Shareholders may be reduced below $10.00 per Public Share.

The completion of the Business Combination is subject to certain closing conditions under the Business Combination Agreement, and any such conditions may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions, including those in the Business Combination Agreement. The timing and completion of the Business Combination is not assured and is subject to risks, including the risks that we fail to obtain the FACT Shareholder Approval, meet the Minimum FACT Cash Amount and obtain approval for listing of New PAD Common Stock on NYSE, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Closing”), or that other closing conditions are not satisfied.

The completion of the Business Combination is conditioned on, among other things, the FACT Closing Cash being equal to at least $75.0 million, which is the sum of the amount of cash available in the Trust Account and other sources as set forth in the Business Combination Agreement at Closing (after deducting FACT’s transaction expenses and giving effect to any redemptions). Each of FACT and PAD may agree to waive, in whole or in part, the conditions to its obligations to consummate the Business Combination, to the extent permitted by each of the parties’ organizational documents and applicable laws.

If FACT does not complete the Business Combination, FACT could be subject to various risks, including:

•        the parties may be liable for damages to one another for the willful and material breach of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of the Public Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of FACT management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The exercise of FACT management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the FACT Shareholders’ best interest.

In the period leading up to the Closing, events may occur that may require FACT to agree to amend the Business Combination Agreement, to consent to certain actions taken by PAD, or to waive rights that FACT is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of PAD’s business, a request by PAD to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on PAD’s business. In any of such circumstances, it would be at FACT’s discretion, acting through the FACT Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for FACT and FACT Shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, FACT does not believe that there will be any changes or waivers that FACT would be likely to make after the FACT Shareholder Approval has been obtained. While certain changes could be made without further FACT Shareholders’ approval, FACT will circulate a new or amended proxy statement/prospectus and re-solicit the FACT Shareholders if changes to the terms of the Business Combination that would have a material impact on the FACT Shareholders are required prior to the vote on the Business Combination Proposal.

During the pendency of the Business Combination, FACT will not be able to enter into an agreement with another party because of restrictions in the Business Combination Agreement. If the Business Combination is not completed, those restrictions may make it harder for FACT to complete an alternate business combination before its liquidation date.

While the Business Combination Agreement is in effect, neither FACT nor PAD may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other Business Combination, with any third party, even though any such alternative acquisition could be more favorable to their respective shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult for FACT to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

FACT (or New PAD) will not have any right to make damage claims against PAD for the breach of any representation, warranty or covenant made by PAD in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing and any claim based in whole or in part upon fraud. As a result, FACT (or New PAD) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by PAD at the time of the Business Combination, unless such claim is based upon fraud.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate the Business Combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent that any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, after we distribute the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the FACT Board may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of the FACT Board and us to claims of punitive damages.

If, after we distribute the proceeds in the Trust Account to the Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. In addition, the FACT Board may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and FACT to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the Trust Account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine and to imprisonment for five years in the Cayman Islands.

FACT’s officers and directors may negotiate employment and consulting agreements with PAD. These agreements may provide for them to receive compensation following the Business Combination and, as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous.

FACT’s officers and directors may be able to remain with New PAD after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements with PAD in connection with the Business Combination. While New PAD and PAD have no commitments as of the date of this proxy statement/prospectus to enter into employment or consulting agreements with FACT’s officers and directors, any such agreements that are entered into or negotiated could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services that they would render to New PAD. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in completing the Business Combination, subject to their fiduciary duties under Cayman Islands law.

Members of our management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate the Business Combination.

During the course of their careers, members of our management team and board of directors have had significant experience as board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

Nasdaq may delist the FACT Class A Shares from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

The FACT Class A Shares are listed on Nasdaq. We cannot assure you that the FACT Class A Shares will continue to be listed on Nasdaq prior to the Closing. In order to continue listing our securities on Nasdaq prior to the Business Combination, we must maintain certain financial, distribution and share price levels. Generally, following our IPO, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with the Business Combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to effect the listing of our securities on NYSE. For instance, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists the FACT Class A Shares from trading on its exchange and we are not able to list the FACT Class A Shares on another national securities exchange, we expect that the FACT Class A Shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for the FACT Class A Shares;

•        reduced liquidity for the FACT Class A Shares;

•        a determination that the FACT Class A Shares are a “penny stock,” which will require brokers trading in the FACT Class A Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for the FACT Class A Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the FACT Class A Shares are listed on Nasdaq, the FACT Class A Shares qualify as covered securities under the statute. Although the states are preempted from regulating the sale of the FACT Class A Shares, the federal statute does allow the states

to investigate companies if there is a suspicion of fraud and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Risks Related to the Business Combination and New PAD

There may not be an active trading market for shares of New PAD Common Stock, which may cause New PAD Common Stock to trade at a discount from their initial trading price and make it difficult to sell any New PAD Common Stock.

Following the Business Combination, the price of New PAD Common Stock may fluctuate significantly due to the market’s reaction to the Business Combination and general market and economic conditions. An active trading market for New PAD Common Stock following the Business Combination may never develop or, if developed, it may not be sustained. In addition, the price of New PAD Common Stock after the Business Combination may vary due to general economic conditions and forecasts, New PAD’s general business condition and the release of New PAD’s financial reports going forward. Additionally, if the New PAD Common Stock is not listed on, or become delisted for any reason from, a national securities exchange, the liquidity and price of New PAD Common Stock may be more limited than if New PAD Common Stock were quoted or listed on a national securities exchange. You may be unable to sell your shares of New PAD Common Stock unless a market can be established or sustained.

NYSE may not list the New PAD Common Stock, which could limit investors’ ability to effect transactions in New PAD Common Stock and subject it to additional trading restrictions.

We will apply for listing of the New PAD Common Stock on NYSE in connection with the consummation of the Business Combination. We will be required to meet certain initial listing requirements to be listed, including having a minimum number of round lot shareholders. We may not be able to meet the initial listing requirements in connection with the Business Combination. It is a condition to PAD’s obligations to consummate the Business Combination that FACT’s initial listing application with NYSE in connection with the Business Combination shall have been conditionally approved and, immediately following the Effective Time, that New PAD will satisfy any applicable initial listing requirements of NYSE, and in order to consummate the Business Combination PAD would need to waive this condition if NYSE has not approved the listing of the New PAD Common Stock. Further, even if the New PAD Common Stock is so listed, we may be unable to maintain such listing in the future. If we fail to meet the initial listing requirements and NYSE does not approve FACT’s application to list the New PAD Common Stock (and PAD waives the related closing condition), we could face significant material adverse consequences, including:

•        a limited availability of market quotations for the New PAD Common Stock;

•        a reduced level of trading activity in the secondary trading market for the New PAD Common Stock, resulting in reduced liquidity with respect thereto;

•        a limited amount of news and analyst coverage for New PAD;

•        determination that the shares of New PAD Common Stock are a “penny stock,” which will require brokers trading in shares of New PAD Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for the New PAD Common Stock;

•        a decreased ability to issue additional securities or obtain additional financing in the future; and

•        New PAD’s securities would not be “covered securities” under the National Securities Markets Improvement Act of 1996, in which case its securities would be subject to regulation in each state where New PAD offers and sells securities.

The cash payment to the holders of the outstanding shares of PAD Preferred Stock pursuant to the Business Combination Agreement is significant, and such payment could have a material adverse effect on New PAD’s financial health.

All shares of PAD Preferred Stock will be converted into shares of New PAD Common Stock at the Closing as set forth in the Business Combination Agreement. In addition, on the Closing Date, PAD will repay to the holders of shares of PAD Preferred Stock the original purchase price per share of the PAD Preferred Stock, or an aggregate of $8,264,394, along with the payment, in cash, of any accrued and unpaid dividends.

Our exposure to these redemption obligations at the Closing could limit New PAD’s ability to operate its business and impair its competitive position by, for example, limiting its flexibility in planning for, or reacting to, changes in its business and industry.

The announcement of the Business Combination could disrupt PAD’s relationships with its customers, suppliers and others, as well as its operating results and business generally.

Whether or not the Business Combination and related transactions are ultimately consummated, as a result of uncertainty related to the Business Combination, risks relating to the impact of the announcement of the Business Combination on PAD’s business include the following:

•        its employees may experience uncertainty about their future roles, which might adversely affect New PAD’s ability to retain and hire key personnel and other employees; and

•        customers, suppliers and other parties with which PAD maintains business relationships may experience uncertainty about its future and seek alternative relationships with third parties, seek to alter their business relationships with New PAD or fail to extend an existing relationship with New PAD.

If any of the aforementioned risks were to materialize, they could lead to significant costs that may impact New PAD’s results of operations and cash available to fund its business.

Third parties may terminate or alter existing contracts or relationships with PAD.

PAD has contracts with customers, affiliates, landlords and other entities that may require PAD to obtain consent from these other parties in connection with the Business Combination. If PAD cannot obtain these consents, the counterparties to these contracts and other third parties with which PAD currently has business relationships may have the ability to terminate, reduce the scope of, or otherwise materially adversely alter their relationships with PAD in anticipation of the Business Combination or with New PAD following the Business Combination, which may result in PAD or New PAD suffering a loss of potential future revenue or incurring liabilities in connection with a breach of such agreements and losing rights that are material to its business. Any such disruptions could limit New PAD’s ability to achieve the anticipated benefits of the Business Combination. The adverse effect of such disruptions could also be exacerbated by a delay in the consummation of the Business Combination or the termination of the Business Combination Agreement.

Future sales, or the perception of future sales, by New PAD or its stockholders in the public market could cause the market price for New PAD’s securities to decline.

The sale of shares of New PAD’s securities in the public market, including by entities to which FACT or PAD has issued shares in connection with transactions, or the perception that such sales could occur, could harm the prevailing market price of New PAD’s securities. These sales, or the possibility that these sales may occur, also might make it more difficult for New PAD to sell equity securities in the future at a time and at a price that it deems appropriate.

In the future, New PAD may establish additional equity incentive plans or issue securities in connection with investments or acquisitions. The number of shares of New PAD Common Stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of New PAD Common Stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to PAD’s stockholders.

New PAD may issue additional shares or other equity securities without your approval, which would dilute your ownership interest and may depress the market price of the New PAD Common Stock.

Pursuant to the New PAD Incentive Plan, following the consummation of the Business Combination, New PAD may initially issue an aggregate of up to 6,000,000 shares of New PAD Common Stock, which amount will automatically increase annually and may further be subject to increase from time to time. For additional information about the New PAD Incentive Plan, please read the discussion under the heading “Proposal No. 6 — The Incentive Plan Proposal.” New PAD may also issue additional shares of New PAD Common Stock or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without stockholder approval, in a number of circumstances.

The issuance of additional shares or other equity securities of equal or senior rank would have the following effects:

•        existing stockholders’ proportionate ownership interest in New PAD will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each share of previously outstanding New PAD Common Stock may be diminished; and

•        the market price of New PAD Common Stock may decline.

Future issuances of debt securities, which would rank senior to the New PAD Common Stock upon any bankruptcy or liquidation, and future issuances of preferred stock, which could rank senior to the New PAD Common Stock for the purposes of dividends and liquidating distributions, may adversely affect the level of return you may be able to achieve from an investment in the New PAD Common Stock.

New PAD may attempt to increase its capital resources by offering debt securities. Upon bankruptcy or liquidation, holders of New PAD’s debt securities, and lenders with respect to other borrowings that New PAD may make, would receive distributions of New PAD’s available assets prior to any distributions being made to holders of the New PAD Common Stock. Moreover, if New PAD issues preferred stock, the holders of such preferred stock could be entitled to preferences over holders of New PAD Common Stock in respect of the payment of dividends and the payment of liquidating distributions. Because New PAD’s decision to issue debt or preferred stock in any future offering, or borrow money from lenders, will depend in part on market conditions and other factors beyond its control, we cannot predict or estimate the amount, timing or nature of any such future offerings or borrowings. Holders of the New PAD Common Stock must bear the risk that any future offerings that New PAD conducts or borrowings it makes may adversely affect the level of return, if any, they may be able to achieve from an investment in the New PAD Common Stock.

New PAD does not intend to pay dividends on the New PAD Common Stock for the foreseeable future.

We currently intend for New PAD to retain all available funds and any future earnings to fund the development and growth of its business. As a result, we do not anticipate that New PAD will declare or pay any cash dividends on shares of New PAD Common Stock in the foreseeable future following completion of the Business Combination. Any decision to declare and pay dividends in the future will be made at the discretion of the New PAD Board and will depend on, among other things, New PAD’s business prospects, results of operations, financial condition, cash requirements and availability, certain restrictions related to its indebtedness, industry trends and other factors that the New PAD Board may deem relevant. Any such decision will also be subject to compliance with contractual restrictions and covenants in the agreements governing New PAD’s current and future indebtedness. In addition, New PAD may incur additional indebtedness, the terms of which may further restrict or prevent New PAD from paying dividends on the New PAD Common Stock. As a result, you may have to sell some or all of your shares of New PAD Common Stock after price appreciation in order to generate cash flow from your investment, which you may not be able to do. New PAD’s inability or decision not to pay dividends, particularly when others in its industry have elected to do so, could also adversely affect the market price of the New PAD Common Stock.

Fluctuations in operating results, quarter to quarter earnings and other factors, including incidents involving customers and negative media coverage, may result in significant decreases in the price of New PAD’s securities.

The stock markets experience volatility that is often unrelated to operating performance of the companies whose securities are listed thereon. These broad market fluctuations may adversely affect the trading price of New PAD Common Stock and, as a result, there may be significant volatility in the market price of New PAD Common Stock. Separately, if New PAD is unable to achieve profitability in line with investor expectations, the market price of New PAD Common Stock will likely decline when it becomes apparent that such market expectations may not be realized. In addition to operating results, many economic factors outside of New PAD’s control could have an adverse effect on the price of New PAD Common Stock and increase fluctuations in its results. These factors include certain of the risks discussed herein, operating results of other companies in the same industry, changes in financial estimates or recommendations of securities analysts, speculation in the press or investment community, negative media coverage or risk of proceedings or government investigation, changes in government regulation, foreign currency fluctuations, uncertainty regarding tax policies, the possible effects of war, terrorist and other hostilities, and other factors affecting general conditions in the economy.

New PAD’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New PAD’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of New PAD. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

New PAD’s ability to raise capital timely in the future may be limited, or maybe unavailable on acceptable terms, if at all. New PAD’s failure to raise capital when needed could harm its business, operating results and financial condition. Debt issued to raise additional capital may reduce the value of New PAD Common Stock.

New PAD intends to make investments to support New PAD’s business and may require additional funds. Additional financing may not be available on favorable terms, if at all. If adequate funds are not available on acceptable terms, New PAD may be unable to invest in future growth opportunities, which could harm New PAD’s business, operating results and financial condition. If New PAD incurs debt, the debt holders could have rights senior to holders of New PAD Common Stock to make claims on New PAD’s assets. The terms of any debt could restrict New PAD’s operations, including its ability to pay dividends on New PAD Common Stock.

As a result, New PAD shareholders bear the risk of future issuances of debt securities reducing the value of New PAD Common Stock.

New PAD may be exposed to risks of legal proceedings.

As a publicly traded company, New PAD will be subject to various regulatory requirements, which may result in investigations, claims, lawsuits, and other legal proceedings. While PAD has not faced material litigation to date, there is an increasing trend in legal actions related to environmental issues, climate change, ESG (environmental, social and governance) disclosures, and securities class actions. The outcome of any such proceedings is inherently uncertain due to factors such as new evidence, emerging legal theories, judicial decisions, and potential appeals, all of which can make predicting the results of litigation difficult.

Claims for indemnification by New PAD’s directors and officers may reduce its available funds to satisfy successful third-party claims against New PAD and may reduce the amount of money available to New PAD.

As permitted by Section 145 of the DGCL, the New PAD Charter and the New PAD Bylaws provide that:

•        New PAD will indemnify its directors and officers for serving New PAD in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of New PAD and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

•        New PAD may, in its discretion, indemnify other persons to the extent and in the manner authorized or permitted by law;

•        New PAD will be required to advance expenses, as incurred, to its directors and officers in connection with defending or being a witness a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

•        New PAD will not be obligated to indemnify a person with respect to proceedings initiated by that person against New PAD or its other indemnitees, except with respect to proceedings authorized by the New PAD Board or brought to enforce a right to indemnification;

•        the rights conferred thereby are not exclusive to any rights an indemnitee may have under applicable law, an agreement, a vote of stockholders or disinterested directors, under any policy or policies of insurance purchased and maintained by New PAD on behalf of any indemnitee, or otherwise; and

•        New PAD may not retroactively amend the New PAD Charter or the New PAD Bylaws to reduce its indemnification obligations thereunder.

Risks Related to New PAD Being a Public Company

The market price of New PAD Common Stock may fluctuate significantly following the Business Combination and may decline regardless of New PAD’s operating performance. You could lose all or part of your investment as a result.

The market price of New PAD Common Stock following the Business Combination is likely to be highly volatile and subject to wide fluctuations in response to various factors, many of which New PAD cannot control. The stock market has experienced volatility that has often been unrelated or disproportionate to the operating performance or prospects of particular companies. You may not be able to resell your shares at an attractive price due to a number of factors such as those listed in “— Risks Related to PAD and its Business” and the following:

•        potential benefits of the Business Combination;

•        statements regarding estimates and forecasts of New PAD’s operating and financial performance and prospects and projections of market opportunity;

•        the size and growth potential of the markets for PAD’s products and services;

•        coverage by or changes in financial estimates by securities analysts or failure to meet their expectations;

•        fluctuations in the valuation of companies perceived by investors to be comparable to PAD;

•        market conditions in the aerospace and defense industry;

•        strategic actions by New PAD, including with respect to its growth and merger and acquisition strategies, or its competitors;

•        changes in laws or regulations, including laws or regulations relating to environmental, health and safety matters or initiatives relating to climate change, or changes in the implementation of regulations by regulatory bodies, that adversely affect New PAD’s industry or New PAD;

•        privacy and data protection laws, privacy or data breaches, or the loss of data;

•        changes in accounting standards, policies, guidance, interpretations or principles;

•        changes in senior management or key personnel;

•        issuances, exchanges or sales, or expected issuances, exchanges or sales of New PAD’s capital stock;

•        announcement or expectation of additional financing efforts;

•        changes in New PAD’s dividend policy;

•        adverse resolution of new or pending litigation against New PAD;

•        the uncertainty resulting from the invasion of Ukraine by Russia, the Israel-Hamas conflict, strategic competition and tensions between Taiwan, China and the United States and resulting sanctions, and other events (such as terrorist attacks, geopolitical unrest, natural disasters or a significant outbreak of other infectious diseases); and

•        changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events.

These broad market and industry factors may materially reduce the market price of New PAD Common Stock, regardless of its actual operating performance. These fluctuations may be even more pronounced in the trading markets for New PAD Common Stock shortly following the closing of the Business Combination. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often been brought against such company. Because of the potential volatility of New PAD Common Stock, New PAD may become the target of securities litigation in the future. Securities litigation could result in substantial costs and divert management’s attention and resources from New PAD’s business. The realization of any of the above risks or any of a broad range of other risks, including those described in this “Risk Factors” section, could have a dramatic and material adverse impact on the market price of our common stock following the Business Combination.

The requirements and increased costs of being a public company may strain New PAD’s resources, divert New PAD’s management’s attention and adversely affect New PAD’s ability to attract and retain qualified board members.

As a public company, New PAD will incur significant legal, accounting, and other expenses that PAD did not incur as a private company. New PAD will be subject to the reporting requirements of the Exchange Act, NYSE listing requirements, and other applicable securities rules and regulations, including regarding the establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Such expenses may increase even more once New PAD no longer qualifies as an emerging growth company. We expect that New PAD will need to hire additional accounting, finance, and other personnel in connection with its becoming subject to, and its efforts to comply with, these requirements, and New PAD’s management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements. These requirements will increase New PAD’s legal and financial compliance costs and will make some activities more time-consuming and costly. For example, we expect that the rules and regulations applicable to New PAD as a public company may make it more difficult and more expensive for it to obtain director and officer liability insurance, which could make it more difficult for it to attract and retain qualified members of the New PAD Board. PAD is currently evaluating these rules and regulations and cannot predict or estimate the amount of additional costs that New PAD may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.

New PAD’s issuance of additional shares of New PAD Common Stock or convertible securities could make it difficult for another company to acquire it, may dilute your ownership of New PAD and could adversely affect its stock price.

In connection with the Business Combination, New PAD intends to file a registration statement with the SEC on Form S-8 providing for the registration of the offer and sale of shares of New PAD Common Stock reserved for issuance and issuable pursuant to PAD Options and reserved for future issuance under the New PAD Incentive Plan. The New PAD Incentive Plan will provide for automatic increases in the shares of New PAD Common Stock reserved for grant or issuance thereunder, which could result in additional dilution to New PAD’s stockholders. Subject to the satisfaction of vesting conditions and the expiration of any applicable lockup restrictions, shares registered under the registration statement on Form S-8 will generally be available for resale immediately in the public market without restriction. From time to time in the future, New PAD may also issue additional shares of New PAD Common Stock or securities convertible into shares of New PAD Common Stock pursuant to a variety of transactions, including acquisitions. New PAD may also execute or have executed agreements that allow certain third parties the right to purchase additional shares of New PAD Common Stock or securities convertible into New PAD Common Stock. The

issuance by New PAD of additional shares of New PAD Common Stock or securities convertible into shares of New PAD Common Stock would dilute your ownership of New PAD and the sale of a significant amount of such shares in the public market could adversely affect prevailing market prices of the New PAD Common Stock.

We expect that New PAD will obtain financing or to further increase its capital resources by issuing additional shares of its capital stock or offering debt or other equity securities, including senior or subordinated notes, debt securities convertible into equity, or shares of preferred stock. New PAD may sell shares of New PAD Common Stock or other securities in any other offering at a price per share that is less than the price per share paid by the investors in the Business Combination, and investors purchasing shares of New PAD Common Stock or other securities in the future could have rights superior to existing shareholders. The price per share at which the additional shares of New PAD Common Stock or securities convertible or exchangeable into shares of New PAD Common Stock will be sold in future transactions may be higher or lower than the price per share paid by investors pursuant to the Business Combination. Further, issuing additional shares of New PAD’s capital stock, other equity securities, or securities convertible into equity may dilute the economic and voting rights of New PAD’s then-existing stockholders, reduce the market price of the New PAD Common Stock, or both. Debt securities convertible into equity could be subject to adjustments in the conversion ratio pursuant to which certain events may increase the number of equity securities issuable upon conversion. Preferred stock, if issued, could have a preference with respect to liquidating distributions or dividend payments that could limit New PAD’s ability to pay dividends to the holders of New PAD Common Stock. New PAD’s decision to issue securities in any future offering will depend on market conditions and other factors beyond its control, which may adversely affect the amount, timing or nature of its future offerings. As a result, holders of shares of New PAD Common Stock will bear the risk that its future offerings may reduce the market price of the New PAD Common Stock and dilute their percentage ownership. See the section entitled “Description of New PAD’s Securities.”

New PAD’s management team has limited experience managing a public company.

Members of the New PAD management team have limited experience managing a publicly traded company, interacting with public company investors, and complying with the increasingly complex laws pertaining to public companies. The New PAD management team may not successfully or efficiently manage New PAD’s transition to being a public company that is subject to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors.

These new obligations and constituents will require significant attention from New PAD’s senior management and could divert their attention away from the day-to-day management of its business, which could harm its business, financial condition, and results of operations.

New PAD’s business and operations could be negatively affected if it becomes subject to any securities litigation or stockholder activism, which could cause New PAD to incur significant expense, hinder execution of business and growth strategy and negatively impact its stock price.

In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been brought against that company. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the market price of New PAD Common Stock or other reasons may in the future cause it to become the target of securities litigation or stockholder activism. Securities litigation and stockholder activism, including potential proxy contests, could result in substantial costs and divert management’s and the New PAD Board’s attention and resources from New PAD’s business. Additionally, such securities litigation and stockholder activism could give rise to perceived uncertainties as to New PAD’s future, adversely affect its relationships with service providers and make it more difficult to attract and retain qualified personnel. Also, New PAD may be required to incur significant legal fees and other expenses related to any securities litigation and activist stockholder matters. Further, its stock price could be subject to significant fluctuation or otherwise be adversely affected by the events, risks and uncertainties of any securities litigation and stockholder activism.

Risks Related to the Domestication

The Domestication may result in adverse tax consequences for holders of FACT Class A Shares.

As discussed in “Material U.S. Federal Income Tax Considerations” below, the Domestication is intended to qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation holding only investment-type assets, such as FACT, this result is not entirely clear. If the Domestication fails to qualify a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code, a U.S. holder of FACT Class A Shares generally would recognize gain or loss with respect to his, her or its FACT Class A Shares in an amount equal to the difference, if any, between the fair market value of the corresponding New PAD Common Stock received in the Domestication and the U.S. holder’s adjusted tax basis in its FACT Class A Shares surrendered in exchange therefor.

Even if the Domestication qualifies as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F), U.S. holders can be subject to the PFIC rules and the rules under Section 367(b) of the Code. Additionally, regardless of the tax-treatment of the Domestication, non-U.S. holders may become subject to withholding tax on any amounts treated as dividends paid on New PAD Common Stock after the Domestication.

For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Considerations.” If you are a holder exchanging FACT Class A Shares in the Domestication, you are urged to consult your tax advisor to determine the tax consequences thereof.

Upon consummation of the Business Combination, the rights and obligations of a New PAD stockholder will be governed by Delaware law and may differ from the rights and obligations of the FACT Shareholders under Cayman Islands law.

New PAD will be a Delaware corporation. Accordingly, its corporate structure as well as the rights and obligations of the holders of New PAD Common Stock may be less favorable to the rights of holders of FACT Class A Shares arising under Cayman Islands law and the FACT Articles. For a more detailed description of the rights of holders of New PAD Common Stock and how they may differ from the rights of holders of FACT Class A Shares, please see the section entitled “Comparison of Corporate Governance and Shareholder Rights.” The forms of the New PAD Charter and the New PAD Bylaws are attached as Annex H and Annex I, respectively, to this proxy statement/prospectus, and we urge you to read them.

Anti-takeover provisions in the New PAD Charter and the New PAD Bylaws that will be in effect following the Business Combination and Delaware law might discourage, delay or prevent a change in control of PAD or changes in PAD’s management and, therefore, depress the market price of New PAD Common Stock.

The New PAD Charter and the New PAD Bylaws that will be in effect following the Business Combination contain provisions that could depress the market price of New PAD Common Stock by acting to discourage, delay or prevent a change in control of New PAD or changes in New PAD’s management that the stockholders of New PAD may deem advantageous. These provisions, among other things, include:

•        no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

•        the exclusive right of the New PAD Board to elect a director to fill a vacancy created by the expansion of the New PAD Board, the resignation, death, or removal of a director, or any other reason, which prevents stockholders from being able to fill vacancies on the New PAD Board;

•        a prohibition on stockholder actions through written consent, which requires that all stockholder actions be taken at a meeting of New PAD stockholders;

•        a requirement that special meetings of stockholders be called only by the New PAD Board acting by a majority of the directors then in office, the Chairman of the Board, or the Chief Executive Officer, such that stockholders have no right to call a special meeting;

•        advance notice requirements for stockholder proposals and nominations for election to the New PAD Board;

•        controlling the procedures for the conduct and scheduling of stockholder meetings;

•        a requirement that no member of the New PAD Board of directors may be removed from office by New PAD’s stockholders except for cause; and

•        the authority of the PAD Board to issue preferred stock on terms determined by the New PAD Board without stockholder approval and which preferred stock may include rights superior to the rights of the holders of New PAD Common Stock.

In addition, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person that together with its affiliates owns, or within the last three years has owned, 15% of New PAD’s voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Any provision of the New PAD Charter, New PAD Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for New PAD’s stockholders to receive a premium for their shares of New PAD capital stock and could also affect the price that some investors are willing to pay for New PAD Common Stock.

The New PAD Charter that will be in effect following the Business Combination will designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by New PAD’s stockholders, which could limit New PAD’s stockholders’ ability to obtain a favorable judicial forum for disputes with New PAD or New PAD’s directors, officers, or employees.

The New PAD Charter that will be in effect following the Business Combination provides that, unless New PAD consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on New PAD’s behalf, (ii) any action asserting a claim of breach of fiduciary duty owed by any director, officer or employee to New PAD or its stockholders, (iii) any civil action to interpret, apply or enforce any provisions of the DGCL or to interpret, apply, enforce or determine the validity of the provisions of the New PAD Charter or the New PAD Bylaws, or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. The New PAD Charter further provides that, unless New PAD consents in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the sole and exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act or the Exchange Act or the respective rules and regulations promulgated under the Securities Act or Exchange Act or for resolving any claim for which the federal courts have exclusive jurisdiction (the “Federal Forum Provision”). In addition, the New PAD Charter provides that any person or entity purchasing or otherwise acquiring any interest in shares of New PAD Common Stock is deemed to have notice of and consented to the foregoing provisions; provided, however, that stockholders cannot and will not be deemed to have waived New PAD’s compliance with the federal securities laws and the rules and regulations thereunder.

The Delaware Forum Provision and the Federal Forum Provision may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, these forum selection clauses may limit New PAD’s stockholders’ ability to bring a claim in a forum that they find favorable for disputes with New PAD or New PAD’s directors, officers or employees, which may discourage such lawsuits against New PAD and its directors, officers and employees even though an action, if successful, might benefit New PAD’s stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce the Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, New PAD may incur additional costs associated with resolving such matters. The Federal Forum

Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the federal district courts of the U.S. may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to New PAD than New PAD’s stockholders.

Risks Related to the Post-Business Combination Company

Subsequent to the Closing, New PAD may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and the price of its securities, which could cause you to lose some or all of your investment.

Although FACT has conducted due diligence on PAD, we cannot assure you that this diligence revealed all material issues that may be present in PAD, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of FACT’s or New PAD’s control will not later arise. As a result, New PAD may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with FACT’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that New PAD reports charges of this nature could contribute to negative market perceptions about New PAD or its securities. In addition, charges of this nature may cause New PAD to violate net worth or other covenants to which it may be subject. Accordingly, any FACT Shareholder who chooses to remain a stockholder of New PAD following the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by FACT’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

The Business Combination and our structure thereafter may not be tax-efficient to our shareholders. As a result of our business combination, our tax obligations may be more complex, burdensome and/or uncertain.

Although we are attempting to structure the Business Combination in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, in connection with the Business Combination, we intend to effect the Domestication of FACT to Delaware. We do not intend to make any cash distributions to shareholders to pay taxes in connection with the Business Combination or thereafter. Accordingly, a shareholder may need to satisfy any liability resulting from the Business Combination with cash from its own funds or by selling all or a portion of the shares received. In addition, shareholders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after the Business Combination.

Following the consummation of the Business Combination, New PAD’s only significant asset will be its ownership interest in PAD and such ownership may not be sufficient to pay dividends or make distributions or loans to enable New PAD to pay any dividends on New PAD Common Stock or satisfy our other financial obligations.

Following the consummation of the Business Combination, New PAD will have no direct operations and no significant assets other than its ownership of PAD. New PAD will depend on PAD for distributions, loans and other payments to generate the funds necessary to meet its financial obligations, including its expenses as a publicly traded company and to pay any dividends with respect to shares of New PAD Common Stock. The financial condition and operating requirements of PAD may limit New PAD’s ability to obtain cash from PAD. The earnings from, or other available assets of, PAD may not be sufficient to pay dividends or make distributions or loans to enable New PAD to pay any dividends on the New PAD Common Stock or satisfy its other financial obligations. This lack of diversification may subject New PAD to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which New PAD will operate subsequent to the Business Combination.

There are risks to Public Shareholders of becoming stockholders of New PAD through the Business Combination rather than acquiring securities of New PAD directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of securities in connection therewith, investors will not receive the benefit of an outside independent review of New PAD’s, PAD’s and FACT’s respective finances and operations typically performed in an initial public securities offering. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for material misstatements or omissions in a registration statement filed with the SEC in connection with the public offering. As no such review has been or will be conducted in connection with the Business Combination, FACT Shareholders must rely on the information in this proxy statement/prospectus and will not have the benefit of an independent review and investigation of the type normally performed by an underwriter in a public securities offering.

In addition, the Sponsor, Sponsor HoldCo, and FACT’s officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of unaffiliated FACT Shareholders. Such interests may have influenced FACT’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination.”

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an underwritten public offering and may create risks for unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. An underwritten offering imposes statutory liability on the underwriters for material misstatements or omissions contained in the registration statement unless they are able to sustain the burden of providing that they did not know and could not reasonably have discovered such material misstatements or omissions. This is referred to as a “due diligence” defense and results in the underwriters undertaking a detailed review of the target company’s business, financial condition and results of operations. Going public via a business combination with a special purpose acquisition company (“SPAC”) does not involve any underwriters and does not generally necessitate the level of review required to establish a “due diligence” defense as would be customary in an underwritten offering.

In addition, going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the target company is established by means of negotiations between the target company, the SPAC and, in some cases, other investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and also does not reflect events that may have occurred between the date of the business combination agreement and the closing of the business combination. In addition, underwritten public offerings are frequently oversubscribed, resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price, which may result in the share price being harder to sustain after the transaction.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve one or more Condition Precedent Proposals, the FACT Board will not have the ability to adjourn the EGM to a later date in circumstances where such adjournment is necessary or desirable.

If, at the EGM, the FACT Board determines that it would be necessary or desirable to adjourn the EGM to give FACT more time to consummate the Business Combination for whatever reason (such as if a Condition Precedent Proposal is not approved, or if additional time is needed to fulfill other closing conditions), the FACT Board will seek

approval to adjourn the EGM to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present, the FACT Board will not have the ability to adjourn the EGM to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied, for example. In such event, the Business Combination would not be completed.

General Risk Factors

We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by the current U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates.

U.S. and global markets have recently been experiencing volatility and disruption caused by economic uncertainty, including as a result international trade disputes and ongoing military disputes and related geopolitical uncertainty. International trade disputes, including threatened or implemented tariffs by the Trump administration and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact PAD’s business. Trade disputes could also adversely impact supply chains that could now or in the future increase costs for PAD or delay delivery of key inventories and supplies. Trade disputes can also be highly disruptive to global financial markets. The length and impact of the ongoing trade disputes and military conflicts are highly unpredictable. PAD and FACT are continuing to monitor the trade disputes, inflation, interest rates and the military conflicts and the impacts to global capital markets, to PAD’s business, and to the parties’ ability to complete the Business Combination.

The 1% excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following the Business Combination, hinder our ability to consummate the Business Combination, and decrease the amount of funds available for distribution.

The Inflation Reduction Act of 2022, among other things, imposes a 1% excise tax on certain repurchases (including certain redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). The excise tax is imposed on the repurchasing corporation itself, not its stockholders from whom the shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent redemption). The amount of the excise tax is generally 1% of the fair market value of the shares of stock repurchased by the repurchasing corporation during the same taxable year. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year (the “netting rule”). The U.S. Department of Treasury has authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax.

The U.S. Department of the Treasury’s Notice 2023-2 provides clarification on some aspects of the application of the excise tax. The notice generally provides that if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made are not subject to the excise tax.

As provided in the Business Combination Agreement, the redemption of FACT Class A Shares in connection with the Business Combination will take place at a time when we are a Cayman Islands exempted company. Furthermore, on April 12, 2024, the U.S. Department of Treasury published proposed regulations clarifying many aspects of the excise tax, including that where a non-U.S. corporation transfers its assets or is treated as transferring its assets to a U.S. corporation in an F reorganization (as defined below in “Material U.S. Federal Income Tax Considerations — Tax Treatment of the Domestication — F Reorganization”), the corporation is not treated as a U.S. corporation until the day after the reorganization. Therefore, subject to the timing of the redemption of FACT Class A Shares, we believe that the excise tax will not apply given that we will not be a “covered corporation” within the meaning of the Inflation Reduction Act at the time of the redemption of FACT Class A Shares. Although these proposed regulations are not final, taxpayers generally may rely on them until final regulations are issued.

However, the U.S. Department of Treasury has been given authority to provide proposed and final regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. If our interpretation related to the existing provision of the excise tax is not correct or if future guidance were to treat us as a covered corporation for purposes of the excise tax, then it is possible that the excise tax will apply to any redemptions of the FACT Class A

Shares after December 31, 2022, including redemptions in connection with the Business Combination or any other initial business combination, unless an exemption is available. Consequently, the value of your investment in our securities may decrease as a result of the excise tax. In the event that the excise tax applies, issuances of stock in connection with the Business Combination and any other equity issuances (whether in connection with the Business Combination or otherwise) issued in the same taxable year of a redemption may reduce the amount of the excise tax in connection with redemptions at such time under the netting rule.

FACT is, and we expect that New PAD will be, an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

FACT is, and we expect that New PAD will be, an “emerging growth company” as defined in Rule 405 under the Securities Act and Rule 12b-2 under the Exchange Act. Accordingly, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal control over financial reporting attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information that they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of the FACT Class A Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 13(a) of the Exchange Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. A smaller reporting company can elect to opt out of the extended transition period and comply with the requirements that apply to nonemerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, FACT is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Following the Closing, New PAD will be required to re-determine its status as a smaller reporting company prior to the time it makes its first filing with the SEC (other than the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act)). New PAD will be able to continue to take advantage of the smaller reporting company scaled disclosures if its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured as of a date within four business days after the consummation of the Business Combination, or PAD’s annual revenue is less than $100.0 million as of the most recently completed fiscal year reported in the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act). If New PAD is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the Closing. We expect that New PAD will remain a smaller reporting company after the Closing. To the extent that New PAD takes advantage of the reduced disclosure obligations available for smaller reporting companies, it may also make comparison of our financial statements with other public companies difficult or impossible.

THE EXTRAORDINARY GENERAL MEETING

FACT is furnishing this proxy statement/prospectus to FACT Shareholders as part of the solicitation of proxies by the FACT Board for use at the EGM to be held at [•], Eastern Time on [•], 2026, and at any adjournment thereof. This proxy statement/prospectus provides FACT Shareholders with information they need to know to be able to vote or instruct their vote to be cast at the EGM.

Date, Time and Place

The EGM will be held at [•], Eastern Time on [•], 2026. The EGM will be a virtual meeting conducted via live webcast at [•]. For the purposes of Cayman Islands law and the FACT Articles, the physical location of the EGM will be the offices of Paul Hastings LLP, FACT’s legal counsel, at 2050 M Street NW, Washington, D.C. 20036.

Purpose of the EGM

At the EGM, FACT is asking holders of FACT Ordinary Shares to consider and vote upon the following proposals:

•        the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•        the Domestication Proposal;

•        the Stock Issuance Proposal;

•        the Charter Proposal;

•        the Advisory Charter Proposals;

•        the Incentive Plan Proposal;

•        Director Election Proposal (only holders of FACT Class B Shares may vote on this proposal); and

•        the Adjournment Proposal (if presented).

The Closing is conditioned upon the approval of each of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.” Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Charter Proposals, Director Election Proposal and Incentive Plan Proposal are each conditioned on the approval of the Condition Precedent Proposals and approval of each is a condition to consummating the Business Combination. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Advisory Charter Proposals, Incentive Plan Proposal and Director Election Proposal will have no effect, even if approved by holders of FACT Ordinary Shares. The Adjournment Proposal is not conditioned upon the approval of any other proposal.

Recommendation of the FACT Board

The FACT Board, with the advice and assistance of representatives of EntrepreneurShares LLC, evaluated the terms of the Business Combination Agreement and the transactions contemplated thereby.

After careful consideration, the FACT Board unanimously determined that the terms and conditions of the Business Combination Agreement, each ancillary agreement, and the Business Combination were fair, advisable, and in the best interests of FACT and its shareholders and approved the Business Combination Agreement, each ancillary agreement, the Business Combination and the other agreements and transactions contemplated thereby.

The FACT Board believes that each of Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Charter Proposal, each of the Advisory Charter Proposals, the Incentive Plan Proposal and the Adjournment Proposal (if put to a vote) is fair, advisable, and in the best interests of FACT and its shareholders and unanimously recommends that FACT Shareholders vote “FOR” each proposal being submitted to a vote of the FACT Shareholders at the EGM.

For a more complete description of the FACT Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the FACT Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The FACT Board’s Reasons for the Approval of the Business Combination.”

When you consider the recommendation of the FACT Board in favor of approval of these proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsor, Sponsor HoldCo and FACT’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated FACT Shareholders. Please see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Interests of the Sponsor, Sponsor HoldCo and FACT’s Directors and Officers in the Business Combination.”

Registering for the EGM

Any shareholder wishing to attend the meeting should register for the EGM by            , Eastern Time on            , 2026. To register for the EGM, please follow these instructions as applicable to the nature of your ownership of FACT Ordinary Shares:

•        If your shares are registered in your name with Odyssey and you wish to attend the EGM virtually, go to [•], enter the 12-digit control number included on your proxy card or notice of the EGM and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the EGM you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend virtually.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the EGM must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to Sodali & Co. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online EGM. After contacting Odyssey, a beneficial holder will receive an e-mail prior to the EGM with a link and instructions for entering the EGM online. Beneficial shareholders should contact Odyssey at least five business days prior to the EGM date in order to ensure access.

Record Date; Who is Entitled to Vote

FACT has fixed [•], 2026 as the Record Date for the EGM. FACT Shareholders at the close of business on the Record Date are entitled to vote or direct votes to be cast on matters that come before the EGM. Each share is entitled to one vote, except in respect of the Domestication Proposal, in which case a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Shares will be entitled to one vote for every FACT Class A Share held. The shareholder may only vote his, her, or its shares if he, she, or it is present in person or is represented by proxy at the EGM. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that the shares you beneficially own are properly voted. FACT Warrants do not have voting rights. As of the close of business on the Record Date for the EGM, there were 24,321,458 FACT Ordinary Shares issued and outstanding, of which 17,825,000 were issued and outstanding Public Shares.

As of the Record Date, the Sponsor, Sponsor HoldCo and other FACT Insiders held of record and were entitled to vote an aggregate of [•] FACT Ordinary Shares. The FACT Ordinary Shares held by such persons currently constitute approximately [•]% of the outstanding FACT Ordinary Shares. Pursuant to the Sponsor Support Agreement, Sponsor HoldCo has agreed to vote any FACT Ordinary Shares held by it as of the Record Date in favor of the Business Combination, including voting in favor of each Condition Precedent Proposal. No consideration has been or will be paid by FACT or PAD to Sponsor HoldCo in connection with such agreements. To the extent that Sponsor, Sponsor HoldCo and other FACT Insiders or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Abstentions and Broker Non-Votes

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a FACT Shareholder fails to return a proxy card and does not attend the EGM in person (or virtually), then the FACT Shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the EGM. If a valid quorum is established, any such failure to vote will have no effect on the outcome of any other proposal in this proxy statement.

Abstentions will be counted in connection with the determination of whether a valid quorum is established but will not constitute votes cast at the EGM and therefore will have no effect on any of the proposals as a matter of Cayman Islands law.

Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. FACT believes that all the proposals presented to the FACT Shareholders at the EGM (including the Adjournment Proposal, if presented) will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Proxies relating to “street name” shares that are returned to FACT but marked by brokers as “not voted” will be considered present for the purposes of establishing a quorum, but will not count as votes cast at the EGM, and otherwise will have no effect on a particular proposal under Cayman Islands law.

Quorum

A quorum of FACT Shareholders is necessary to hold a valid meeting. The holders of a majority of the FACT Ordinary Shares being individuals present in person or by proxy or if a corporation or other non-natural person by its duly authorized representative or proxy shall constitute a quorum at the EGM.

Vote Required for Approval

The following votes are required to approve each Proposal:

•        Business Combination Proposal:    Approval of the Business Combination Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy and entitled to vote thereon at the EGM, vote at the EGM. The Business Combination Proposal is conditioned on the approval of the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Domestication Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Domestication Proposal:    Approval of the Domestication Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. In respect of the Domestication Proposal only, a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Shares will be entitled to one vote for every FACT Class A Share held. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Stock Issuance Proposal or the Charter Proposal is not approved, the Domestication Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Stock Issuance Proposal:    Approval of the Stock Issuance Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Stock Issuance Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Charter Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Charter Proposal is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Charter Proposal:    Approval of the Charter Proposal requires a special resolution, being a resolution passed by at least two-thirds of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Charter Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal. Therefore, if any of the Business Combination Proposal, the Domestication Proposal or the Stock Issuance Proposal is not approved, the Charter Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Advisory Charter Proposals:    Approval of each Advisory Charter Proposal requires an ordinary resolution on a non-binding and advisory only basis, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The shareholder votes regarding these proposals are advisory in nature, and are not binding on FACT, the FACT Board, PAD or New PAD Board. The Advisory Charter Proposals are conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Advisory Charter Proposals will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Incentive Plan Proposal:    Approval of the New PAD Incentive Plan Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Incentive Plan Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of FACT Ordinary Shares.

•        Director Election Proposal:    Approval of the Director Election Proposal requires an ordinary resolution passed by a simple majority of such holders of FACT Class B Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Director Election Proposal is conditioned on the approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal. Therefore, if the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Charter Proposal are not approved, the Director Election Proposal will have no effect, even if approved by holders of FACT Class B Shares.

•        Adjournment Proposal:    Approval of the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of such holders of FACT Ordinary Shares, who, being present in person or, where proxies are allowed, by proxy, and entitled to vote thereon at the EGM, vote at the EGM. The Adjournment Proposal is not conditioned upon the approval of any other proposal to be voted on at the EGM.

Voting Your Shares

Each FACT Class A Share and each FACT Class B Share that you own in your name entitles you to one vote on each Proposal on which such FACT Ordinary Share is entitled to vote, except in respect of the Domestication Proposal, in which case a holder of FACT Class B Shares will be entitled to 10 votes for every FACT Class B Share held and a holder of FACT Class A Shares will be entitled to one vote for every FACT Class A Share held. Your proxy card shows the number of SPAC Ordinary Shares that you own.

If you are a FACT Shareholder of record, you may vote by mail or at the EGM.

Voting by Mail.    You can appoint a proxy to vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing and dating the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the EGM in the manner you indicate. We encourage you to sign, date and return the proxy card even if you plan to attend the EGM so that your shares will be voted if you are unable to attend the EGM. If you

receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the FACT Board. The FACT Board unanimously recommends voting “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Charter Proposal, “FOR” the approval of the Advisory Charter Proposals, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, if presented, to the EGM. Proxy cards submitted by mail must be received at the address specified on the enclosed prepaid envelope by the close of business, New York City time, on            , 2026.

Voting at the EGM.    If you attend the EGM, you may also submit your vote at the EGM via the EGM website at [•] in which case any votes that you previously submitted by mail will be superseded by the vote that you cast at the EGM.

Beneficial owners of shares held in street name may instruct their bank, broker, or other nominee how to vote their shares. Beneficial owners should refer to the materials provided to them by their bank, broker, or other nominee for information on communicating these voting instructions. Beneficial owners may not vote their shares in person at the EGM unless they obtain a legal proxy from the shareholder of record, present it to the inspector of election at the EGM, and produce valid identification. Beneficial owners should contact their bank, broker, or other nominee for instructions regarding obtaining a legal proxy.

Who Can Answer Your Questions About Voting Your Shares

If you have questions about the EGM or how to vote your shares, you should contact:

FACT II Acquisition Corp.
14 Wall Street, 20th Floor
New York, NY 10005
Tel: (212) 618-1798
or:

Sodali & Co.
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Tel: (800) 662-5200 (toll-free) or
(203) 658-9400 (banks and brokers can call collect)
Email: [_]

You may also obtain additional information about FACT from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your Public Shares, you will need to tender or deliver your Public Shares (and share certificates (if any) and other redemption forms), either physically or electronically, to Odyssey at the address below prior to the vote at the EGM. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Odyssey Transfer and Trust Company
860 Blue Gentian Rd, Suite 320
Eagan, MN 55121
Tel: (612) 482-5100
Attention: Corporate Actions
E-mail: redemptions@odysseytrust.com

Proxy Solicitation

Proxies may be solicited by mail, telephone, on the internet, or in person. FACT has engaged Sodali to assist in the solicitation of proxies. FACT has agreed to pay Sodali a fee of $[•], plus disbursements.

If a FACT Shareholder appoints a proxy, that FACT Shareholder may still vote its shares if it revokes its proxy before the EGM. A FACT Shareholder also may change its vote by submitting a later-dated proxy card as described in the section entitled “— Voting Your Shares.”

Revoking Your Proxy

If you are a FACT Shareholder of record and you appoint a proxy, you may revoke your proxy by taking any one of the following actions:

•        notifying the General Counsel of FACT in writing before the EGM that you have revoked your proxy;

•        signing and returning by mail a proxy card with a later date so that it is received prior to the EGM; or

•        attending the EGM and voting electronically by visiting the website established for that purpose at [•] and entering the control number found on your proxy card, voting instruction form or notice you previously received. Attendance at the EGM will not, in and of itself, revoke a proxy.

If you are a non-record (beneficial) FACT Shareholder, you should follow the instructions of your bank, broker or other nominee regarding the revocation of proxies.

Redemption Rights

Pursuant to the FACT Articles, a Public Shareholder (other than the Sponsor, Sponsor HoldCo or a FACT Founder, Officer or Director) may request that FACT redeem all or a portion of his, her or its Public Shares for cash if the Business Combination is consummated. Holders of Public Shares who wish to exercise their redemption rights must, prior to [•], Eastern Time, on [•], 2026 (which date is two business days before the scheduled vote at the EGM):

(a)     (i) hold Public Shares or (ii) hold Public Shares through FACT Units and elect to separate your FACT Units into the underlying Public Shares and FACT Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to the Transfer Agent, which request includes the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that FACT redeem all or a portion of their Public Shares for cash; and

(c)     deliver the certificates for your Public Shares (if any) along with your redemption forms to the Transfer Agent physically or electronically using the DTC’s DWAC (Deposit/Withdrawal at Custodian) system.

Any holder of Public Shares (other than the Sponsor, Sponsor HoldCo and the FACT Insiders) will be entitled to demand that such holder’s Public Shares be redeemed for a pro rata portion of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (less up to US$100,000 of interest to pay dissolution expenses and which interest shall be net of Permitted Withdrawals), which, for illustrative purposes, was approximately $[•] million, or $[•] per Public Share, as of [•], 2026.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the FACT Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. FACT cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in the FACT Class A Shares when Public Shareholders wish to sell their shares.

Any request for redemption, once made by a holder of Public Shares, may not be withdrawn unless the FACT Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part).

Any written demand of redemption rights must be received by Odyssey prior to the redemption deadline. No demand for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Odyssey prior to the deadline for submitting redemption requests.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate or any other person with whom he, she or it is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will be restricted from seeking redemption with respect to more than 15% of the issued and outstanding Public Shares. Accordingly, all Public Shares in excess of 15% held by a shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a partnership, syndicate or other group for the purposes of acquiring, holding or disposing of shares, will not be redeemed.

As set forth in more detail elsewhere in this proxy statement/prospectus, the Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 73% of the issued and outstanding FACT Ordinary Shares. Even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately [•]% of the FACT Ordinary Shares prior to the Business Combination to owning approximately [•]% of the total outstanding New PAD Common Stock at the Closing. As redemptions increase, the overall percentage ownership held by the Sponsor, Sponsor HoldCo, other FACT Insiders and PAD Stockholders will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. See “Risk Factors — FACT Shareholders will experience immediate dilution as a consequence of the issuance of New PAD Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that FACT’s current shareholders have on the management of New PAD.”

Holders of the FACT Warrants will not have redemption rights with respect to the FACT Warrants.

Appraisal Rights and Dissenters’ Rights

FACT Shareholders do not have appraisal rights in connection with the Business Combination or the Domestication under the DGCL. FACT Shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination or the Domestication under Cayman Islands law.

Potential Purchases of Public Shares

At any time prior to the EGM, subject to applicable securities laws (including with respect to material non-public information), the Sponsor, Sponsor HoldCo, FACT Insiders or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of the Business Combination or not redeem their Public Shares. However, the FACT Insiders and their affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

The purpose of any such transactions could be to increase the likelihood of obtaining shareholder approval of the Business Combination or satisfy the Minimum FACT Cash Amount, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our shares may be reduced and the number of beneficial holders of our shares may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our shares on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the FACT Insiders or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        if the FACT Insiders or their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        if the FACT Insiders or their affiliates were to purchase Public Shares from Public Shareholders, such shares would not be voted in favor of approving the Business Combination;

•        the FACT Insiders and their affiliates would not possess any redemption rights with respect to the Public Shares or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we would disclose in a Form 8-K, before the EGM to approve the Business Combination, the following material items:

•        the amount of the Public Shares purchased outside of the redemption offer by the FACT Insiders or their affiliates, along with the purchase price;

•        the purpose of the purchases by the FACT Insiders or their affiliates;

•        the impact, if any, of the purchases by the FACT Insiders or their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of our security holders who sold to the FACT Insiders or their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the FACT Insiders or their affiliates; and

•        the number of Public Shares for which we have received redemption requests pursuant to our redemption offer.

PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Structure of the Business Combination

General Overview

On November 26, 2025, FACT entered into the Business Combination Agreement with Sponsor HoldCo, Merger Sub and PAD. The Business Combination Agreement provides, among other things, that on the terms and subject to the conditions set forth therein which include, but are not limited to, obtaining the required shareholder approval, following the Domestication, Merger Sub will merge with and into PAD, with PAD surviving as a wholly-owned subsidiary of FACT.

Domestication

Prior to and as a condition of the Closing, pursuant to the Domestication, FACT will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with the FACT Articles, Section 388 of the DGCL, and Part XII of the Cayman Companies Act. For more information, see the subsection of this proxy statement/prospectus entitled “Proposal No. 2 — The Domestication Proposal.”

FACT Forfeited Shares and Class B Share Conversion

Immediately prior to the Domestication, (i) FACT will effect the redemption of the Public Shares that are validly submitted for redemption and not withdrawn, (ii) the Sponsor and Sponsor HoldCo will, effective as of immediately prior to the Domestication and conditioned upon the Closing, forfeit to FACT the FACT Forfeited Shares, and (iii) the Class B Share Conversion will occur. At the effective time of the Domestication, each outstanding FACT Class A Share (excluding Public Shares validly submitted for redemption and the FACT Forfeited Shares, but including FACT Class A Shares issued upon the Class B Share Conversion) will be reclassified as one share of New PAD Common Stock.

Closing

Following the Domestication, Merger Sub will be merged with and into PAD, as a result of which PAD will be the surviving company and a wholly-owned subsidiary of FACT.

The following diagrams illustrate in simplified terms the current structure of FACT and PAD, the Merger and the expected structure of PAD immediately following the Closing.

Simplified Pre-Combination Structure

The Domestication

The Merger

Simplified Post-Combination Structure

Ownership of New PAD after the Closing

Background of the Business Combination

FACT is a blank check company incorporated on June 19, 2024, as a Cayman Islands exempt company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The proposed Business Combination was the result of an extensive search for a potential transaction using the network and investing and operating experience of FACT’s management team, including the FACT Board. The terms of the Business Combination Agreement were the result of extensive negotiations between FACT’s management team and representatives of PAD, each in consultation with its advisors. The following is a description of the background of these negotiations, the proposed Business Combination and related transactions.

Prior to the consummation of the IPO, neither FACT, nor anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any potential business combination target with respect to an initial business combination with FACT. On November 26, 2024, FACT consummated its IPO of 17,500,000 FACT Units, with each unit consisting of one FACT Class A Share and one half of one redeemable public warrant, generating total gross proceeds of $175,000,000. Prior to the consummation of the IPO, Sponsor HoldCo purchased an aggregate of 6,708,333 shares of common stock of FACT (“Founder Shares”) for an aggregate purchase price of $25,000 or approximately $0.0037 per share. Sponsor HoldCo subsequently transferred an aggregate of 220,000 Founder Shares to FACT’s Executive Chairman and independent directors. Simultaneously with the consummation of the IPO, FACT consummated the sale of 500,625 Private Placement Units at a price of $10.00 per Private Placement Unit and 162,500 Private Placement Securities at a price of $10.00 per Private Placement Security, generating gross proceeds of $6,631,250, as follows: (i) 17,500 Private Placement Units ($175,000 in the aggregate) with the Sponsor; (ii) (A) 260,000 Private Placement Units and (B) 162,500 Private Placement Securities ($4,225,000 in the aggregate) with Sponsor HoldCo; (iii) 178,500 Private Placement Units ($1,785,000 in the aggregate) with CCM; and (iv) 44,625 Private Placement Units with Seaport ($446,250 in the aggregate).

Following the completion of the IPO, FACT considered numerous potential target businesses with the objective of consummating its initial business combination. FACT’s efforts to identify and evaluate potential business combination opportunities were led by the Sponsor’s members: Adam Gishen (Chief Executive Officer of FACT), Min Lee (Chief Financial Officer of FACT), Richard Nespola, Jr. and Joseph Wagman. FACT’s Senior Advisor provided administrative and organizational support to FACT’s management team in connection with these activities. In consideration for these advisory services, Sponsor HoldCo agreed to reserve 20,000 founder shares to sell and transfer to our Senior Advisor, following the consummation of an initial business combination. Representatives of FACT contacted and were contacted by numerous individuals and entities who presented ideas for business combination opportunities,

including numerous technology companies. FACT considered businesses that it believed had attractive long-term growth potential, were well-positioned within their industry and would benefit from the substantial intellectual capital, operational and investment experience, and network of FACT’s management team.

During this search process, FACT reviewed over 100 potential business combination opportunities, entered into non-disclosure agreements with and conducted due diligence on 15 companies, and submitted non-binding letters of intent to representatives from five potential target companies other than PAD. These potential targets were in the financial services, industrial services, paving and contracting, software and technology, and real estate industries. FACT ultimately determined not to proceed with any of its other potential acquisition opportunities because, in the judgment of the FACT Board and management, the other potential business combination targets did not meet the valuation expectations of FACT or otherwise did not present as attractive or feasible a business combination opportunity as PAD.

In connection with its search process, FACT retained various financial and other advisors to assist it in its evaluation of potential business combination opportunities, including CCM, which had assisted FACT in connection with its evaluation of potential target companies.

Prior to its introduction to FACT, PAD had been evaluating potential pathways to become a publicly listed company. In connection with those efforts, PAD had engaged BTIG to assist in exploring strategic alternatives, including a potential transaction with a special purpose acquisition company (“SPAC”). On April 29, 2025, a representative from BTIG contacted representatives of FACT via email regarding a potential target in the aerospace and defense sector that was contemplating a business combination transaction with a SPAC. On May 15, 2025, BTIG introduced PAD as a potential business combination opportunity to FACT’s management. On May 29, 2025, FACT executed a non-disclosure agreement with BTIG to receive additional confidential due diligence materials regarding PAD. Shortly after the execution of the non-disclosure agreement, FACT and its representatives were provided with access to a virtual data room of PAD, which included business and legal due diligence materials as well as financial information of PAD. In addition, representatives of PAD provided FACT with summary financial information and projections of the post-deSPAC entity, including certain assumptions regarding the acquisition of certain target companies by PAD.

During this period, discussions on behalf of FACT were led by Adam Gishen, together with Richard Nespola, Jr., Min Lee and Joseph Wagman. Discussions on behalf of PAD were led by Brent Borden, Chief Executive Officer of PAD, together with Ron Buschur, Vice Chairman of the PAD Board. Representatives of BTIG facilitated the introduction and provided market data related to PAD’s public market peer group, including valuation multiples of revenue and EBITDA and other operating key performance indicators of comparable aerospace and defense companies, which FACT’s management used as reference points in evaluating PAD’s potential valuation and growth profile. After reviewing these materials, FACT arranged its first introductory call with PAD’s senior management on June 4, 2025, during which PAD’s management provided to FACT’s management an overview of its business, financial profile and growth strategy.

From May 5, 2026 to June 27, 2026, PAD executed a targeted search and evaluation of potential SPAC partners that included a company overview and discussion with multiple candidates, assessing each candidate’s management team experience, transaction structure, strategic fit, and capital in trust. PAD conducted comprehensive reviews of each SPAC’s advantages, risks, and value-creation capabilities, including alignment with the company’s business model, financial outlook, and growth strategy, ultimately selecting FACT as a partner to support a successful public market transition.

On June 11, 2025, representatives of FACT held a call with BTIG to discuss valuation multiples in the aerospace and defense sector and address certain industry due diligence items to inform a proposal for a letter of intent (“LOI”) to PAD. Following that call, representatives of FACT requested additional materials from BTIG, including a list of companies in the defense sector comparable to PAD and their current and forward valuation multiples, as well as a revenue and EBITDA bridge analysis for 2026. On June 12, 2025, BTIG provided FACT with these additional materials. On June 13, 2025, FACT presented an initial non-binding LOI proposal to PAD and BTIG. On June 20, 2025, PAD and BTIG provided a revised LOI to FACT. On June 27, 2025, FACT and PAD held an additional management call during which the parties exchanged preliminary information concerning PAD’s commercial performance, financial outlook

and strategic priorities, and FACT provided further detail regarding its investment criteria, valuation framework and expectations for potential transaction structures. During these discussions, representatives of FACT and PAD began discussing potential valuation parameters for a business combination transaction. FACT’s management indicated that it generally evaluated potential targets using valuation multiples derived from comparable publicly traded aerospace and defense companies, while PAD’s management emphasized the company’s expected growth trajectory and acquisition pipeline as justification for valuation metrics that would reflect projected future financial performance.

On June 29, 2025, FACT presented a revised LOI to PAD and BTIG that addressed key considerations, including a minimum cash condition, governance and sponsor share earnout provisions. In presenting this revised draft, representatives of FACT indicated that the revised LOI reflected the parties’ latest discussion points, including a $75.0 million minimum cash condition, one board seat for the Sponsor and earnout provisions with triggers at a volume-weighted average trading price (“VWAP”) of $12.50 and $15.00 for any 20 out of 30 consecutive trading days. On July 1, 2025, representatives of FACT (Adam Gishen and Richard Nespola, Jr.), PAD and BTIG met in person in New York at BTIG’s offices, followed by lunch, to discuss the LOI and potential business combination. The meeting focused on PAD’s key business lines, mergers and acquisitions pipeline, capital requirements and the feasibility of pursuing a business combination transaction within the time period by which FACT must consummate its initial business combination. The parties also discussed the potential involvement and support from FACT’s management and directors, including capital markets strategy, corporate governance, and execution of future mergers and acquisitions initiatives. Following the meeting, representatives of FACT, PAD and BTIG engaged in several discussions by telephone and videoconference and exchanged revised drafts of the LOI to address the remaining key terms of the proposed transaction. These discussions focused on, among other things, the minimum cash condition, governance matters, the provisions relating to the Sponsor Performance Bonus Shares, the management incentive pool, transaction expenses, debt financing considerations and other potential incentive programs. During this period, representatives of PAD continued to review the proposed LOI with its legal advisors and the PAD Board. Following the discussions by the representatives of FACT, PAD and BTIG, the parties exchanged additional drafts of the LOI to incorporate changes discussed by the parties, including revised language regarding the Sponsor Performance Bonus Shares with shares released to the Sponsor subject to the following milestones: (i) securing research coverage for PAD; (ii) having a VWAP of $12.50 and $15.00; and (iii) securing an optimal amount of trust capital participation which would be agreed at a future date. Over subsequent days, the LOI, including the Sponsor Performance Bonus Shares provision and the corresponding milestones, was further negotiated to state that Sponsor Performance Bonus Shares would be released to the Sponsor subject to (i) securing research coverage (25% of the Sponsor Performance Bonus Shares) for PAD, (ii) achieving a VWAP of $15.00 for 20 of 30 trading days following the 180 day lock up provision (25% of the Sponsor Performance Bonus Shares) and (iii) securing an optimal amount of trust capital participation which would be agreed prior to the signing of the Business Combination Agreement (50% of Sponsor Performance Bonus Shares). Total Sponsor Performance Bonus Shares were envisaged to be approximately 1,200,000 (based at the time of the LOI on a percentage of fully diluted shares at the time), as subsequently confirmed in the Business Combination Agreement. On July 15, 2025, following these discussions and upon receipt of PAD Board approval, FACT and PAD entered into a confidential non-binding LOI. The LOI contemplated an enterprise value of between $275 million and $300 million (approximately a 12-13x multiple of PAD’s 2026 estimated pro forma EBITDA); a commitment by FACT that it shall have primary capital from a portion of the funds remaining in the Trust Account; and a targeted equity placement at the closing of the business combination to finance the consummation of the Merger. The parties also agreed that $75.0 million would be the minimum cash condition to support PAD’s anticipated acquisition strategy following the closing of the proposed business combination. The LOI further contemplated that key decisions regarding placement agents, investor mix, pricing parameters and covenant structure would be made jointly with PAD management, and that the initial size and composition of the combined company’s board of directors would be set by PAD, provided that the Sponsor would designate one member of the combined company’s board of directors. The parties also agreed in principle to a post-closing lock-up restriction on the trading of the combined company’s securities held by certain key shareholders. The LOI also included a confidentiality provision with respect to the use and disclosure of information provided by each party to the other party in connection with the proposed business combination. The LOI further contemplated an exclusivity period, which would continue until the earlier of (i) the termination or expiration of the LOI and (ii) the execution of an initial business combination agreement.

On July 29, 2025, with the authorization of the PAD Board and PAD’s management, representatives of Lucosky Brookman LLP (“LB”), legal counsel to PAD, delivered an initial draft of the Business Combination Agreement to representatives of Paul Hastings LLP (“Paul Hastings”), legal counsel to FACT. The initial draft of the Business Combination Agreement reflected the general terms agreed to by the parties in the LOI and other provisions.

Between July 29, 2025 and November 26, 2025, the representatives and advisors for FACT and PAD, including Paul Hastings and LB, held numerous conference calls and exchanged multiple drafts of the Business Combination Agreement and the related ancillary agreements, including the Sponsor Support Agreement, the PAD Support Agreements, the Sponsor Lock-Up Agreement, the PAD Shareholder Lock-Up Agreement, the New PAD Charter, and engaged in negotiations of such documents and agreements. The various drafts exchanged reflected the parties’ negotiations on, among other things, the transaction structure, the contemplated financing in connection with the transaction, the overall suite of representations, warranties and covenants to be provided by each party under the Business Combination Agreement and other provisions related to risk allocation. The key terms under these agreements were negotiated on the basis of prior discussions on these topics, including the terms of the LOI.

Following the circulation of the initial draft of the agreement, Paul Hastings circulated a revised draft of the Business Combination Agreement on August 8, 2025, with changes that included: (i) removing the Sponsor as a party to the Business Combination Agreement; (ii) eliminating the concept of Preferred Stock of FACT as consideration to be issued in the transaction such that all classes of capital stock of PAD would be exchanged for Public Shares; (iii) adding the concept of FACT issuing to the Sponsor additional equity consideration, including the Sponsor Performance Bonus Shares, in connection with the transaction; (iv) substantive revisions to the representations and warranties of the FACT and of PAD; (v) adding provisions related to any change in the FACT Board’s recommendation to the FACT Shareholders regarding how they should vote with respect to approval of the Business Combination Agreement and related matters; (vi) forfeiture of FACT Class A Shares if FACT has liabilities or expenses that exceed an expense cap; (vii) eliminating conditions relating to binding agreement on certain working capital loans of FACT and the execution of employment agreement with certain PAD management personnel to be engaged by New PAD; and (viii) adding an exception to the exclusivity provisions and giving FACT the ability to terminate the Business Combination Agreement if consistent with its fiduciary obligations under applicable Cayman Islands law. In response to Paul Hastings’ proposed changes, LB circulated an updated draft of the Business Combination Agreement on August 13, 2025, with changes that included: (a) adding back the Sponsor as a party to the Business Combination Agreement; (b) indicating that the parties executing support agreements are PAD’s officers, directors, affiliates, and holders of 5% or more of the voting equity securities of PAD; (c) changing the formulation of additional Sponsor equity consideration proposed under the prior draft; (d) changing the formulation of the Sponsor Performance Bonus Shares calculation and triggers to one or more fixed number or percentage rather than the greater of two numbers or percentages; (e) adding reciprocal provisions related to change of the PAD Board’s recommendation to the PAD Stockholders regarding how to vote on the agreement and related matters;, (f) adding a superior proposal exception to the parties’ exclusivity obligations; (g) adding back the condition relating to binding agreement on certain working capital loans; (h) adding the concept of termination fees for each of FACT and PAD and related triggers; and (i) removed language on a proposed exception to FACT’s exclusivity obligation and its right to terminate the Business Combination Agreement due to fiduciary obligations under applicable Cayman Islands laws.

During the period between August 13, 2025, and September 15, 2025, the parties and their advisers continued to negotiate open issues in the Business Combination Agreement, and LB and Paul Hastings circulated further updated drafts of the Business Combination Agreement with changes reflecting interim developments addressing, among other things, the voting power represented by signatories to the support agreements, revisions to the overall suite of representations, warranties and covenants to be provided by each party therein, an expense cap relating to the Financings, lock-up agreement leak out terms, setting the date after which the parties could terminate the agreement if the Business Combination has not been consummated, and the fiduciary obligation exception to the exclusivity provisions and termination trigger. The draft Business Combination Agreement was also reviewed by PAD’s regulatory counsel, McGuireWoods LLP (“McGuireWoods”), and LB circulated an updated draft of the Business Combination Agreement on October 8, 2025, that included changes reflecting the comments and suggested revisions from McGuireWoods based on it review, in particular those involving representations, warranties, and covenants relating to regulatory compliance and filings, and governmental contracts to which PAD is a party. LB circulated a further revised draft of the Business Combination Agreement on October 25, 2025, with changes reflecting interim developments, including incorporation of the Merger Sub and the parties’ agreement on a cap on the maximum transaction expenses that FACT could incur and its related mechanics. This updated draft also reflected the parties’ continuing negotiations on open issues, including the fiduciary obligation exception to the exclusivity provisions and the termination trigger.

On October 31, 2025, Paul Hastings circulated another revised draft of the Business Combination Agreement that, among other things, further reflected the parties’ understanding with respect to the issuance of certain Public Shares in connection with one or more PAD acquisitions and the mechanics related thereto, defined consideration for the transaction in the form of number of shares instead of percentage of ownership, updated threshold dollar amounts relating to government contracts, and refined the definitions section. Between November 1, 2025 and November 26, 2025, the parties and their advisers continued to discuss and revise the draft Business Combination Agreement and to prepare the same for final review and confirmation by the parties.

In August 2025 and September 2025, FACT and PAD prepared an investor presentation to approach investors regarding potential financings in connection with the proposed business combination. On September 10, 2025, FACT entered into an engagement letter with CHC in connection with a proposed private placement, backstop financing or other financing by FACT in relation to, or in connection with, the contemplated business combination. Under that engagement, Craig-Hallum agreed to assist with identifying potential investors, formulating a marketing strategy, preparing presentation materials, coordinating due diligence with prospective investors, evaluating proposals and assisting in negotiations and closing. On September 19, 2025, FACT, Craig-Hallum, BTIG and PAD entered into a joinder agreement pursuant to which BTIG joined, in a limited capacity, as lead placement agent with Craig-Hallum in connection with a potential offering of securities related to the contemplated business combination. In September 2025, representatives of FACT and PAD commenced outreach to select potential investors in connection with potential financing options related to the contemplated business combination. During this process, certain institutional investors were wall-crossed and provided with confidential information regarding the contemplated transaction to assess their interest in participating in a potential private investment in public equity or related financing.

On September 10, 2025, the PAD Board held a meeting to discuss, among other things, the status of the Business Combination Agreement and the negotiations being undertaken in connection therewith, and resolved that it was in the best interest of PAD to continue with the proposed business combination and that Maynard J. Hellman, as Chairman of the PAD Board, be authorized to execute the Business Combination Agreement on behalf of PAD.

On September 29, 2025, the FACT Board held a meeting, together with members of FACT management and representatives of Paul Hastings, at which management provided an update regarding the status of discussions between FACT and PAD regarding the potential business combination. An update was also provided regarding discussions with potential third-party investors, along with an overview of PAD’s business. On October 6, 2025, FACT and PAD held a conference call to discuss the status of the Business Combination Agreement, support agreements and other ancillary documents. On October 15, 2025, Richard Nespola, Jr. met with Ron Buschur and Brent Borden in Washington, D.C. to discuss a proposed equity raise and receive an update on the status of the Business Combination Agreement. On October 23, 2025, PAD and FACT received an initial financing term sheet from BC Partners Advisors L.P. (“BC Partners”) through BTIG and Craig-Hallum for a potential financing in connection with the contemplated business combination. The parties reviewed this proposed financing structure as part of their broader evaluation of financing alternatives to support PAD’s post-closing growth strategy and acquisition pipeline. On October 24, 2025, FACT management organized a meeting for PAD management and Craig-Hallum to meet with the FACT Board to discuss current market conditions and potential financing arrangements. At such meeting, Craig-Hallum provided (i) a general overview and update regarding the aerospace and defense industry and the financial markets for SPACs, and (ii) an update regarding discussions with potential third-party investors in connection with a business combination between FACT and PAD. On October 29, 2025, FACT communicated to PAD comments on the initial BC Partners financing term sheet regarding financing costs, certain covenants and the proposed equity investment. On October 30, 2025, PAD shared consolidated comments on the financing term sheet with BC Partners, and updated FACT on the status of key transaction documents, including the Business Combination Agreement, disclosure schedules, and support agreements.

On October 30, 2025, the FACT Board engaged EntrepreneurShares LLC (“ERShares”) to provide a fairness opinion with respect to the contemplated business combination between FACT and PAD. Under its engagement, ERShares was to evaluate the transaction from a financial point of view and provide a fairness opinion letter, discuss the transaction and fairness opinion with the FACT Board and management and provide appropriate disclosure for the Registration Statement on Form S-4 of which this proxy statement/prospectus is a part regarding its fairness opinion. ERShares’ fairness materials reflect that it reviewed, among other things, audited financial statements of FACT and PAD, industry reports, discussions with FACT and PAD management, PAD presentations, financial databases, the LOI, the draft Business Combination Agreement, materials in PAD’s data room and financial projections prepared by PAD management.

On November 3, 2025, PAD received a revised BC Partners term sheet. On November 4, 2025, PAD and FACT reviewed the support agreements and discussed lock-up provisions associated with shares of certain PAD Stockholders. On November 6, 2025, PAD and FACT discussed transaction expenses incurred and related provisions governing the allocation of transaction expenses in the Business Combination Agreement. On November 10, 2025, PAD and FACT continued discussions to finalize the dilution model for the transaction, merger consideration, disclosure schedules, lock-up provisions and investor presentation, and FACT and BC Partners discussed the latest draft of the BC Partners term sheet. On November 11 and November 12, 2025, PAD and FACT discussed the BC Partners financing and the status of the Business Combination Agreement. On November 13, 2025, PAD entered into a non-binding indicative term sheet with BC Partners relating to a potential credit facility and equity financing of up to an anticipated aggregate amount of $80 million in connection with the contemplated business combination; the term sheet is subject to numerous conditions, including, without limitation, the completion of due diligence and the execution and delivery of definitive documentation.

On November 18, 2025, PAD and FACT discussed final deal points, including pro forma capitalization and related share counts. On November 19, 2025, PAD and FACT discussed the issuance of a press release to announce entry into the Business Combination Agreement and prepared an initial draft on November 20, 2025. Between November 23, 2025 and November 24, 2025, PAD and FACT discussed the investor presentation for the transaction announcement, interim operating covenants and consent rights for future acquisitions of PAD.

On November 23, 2025, the FACT Board convened a meeting with members of management and representatives of Paul Hastings and ERShares. Representatives of Paul Hastings provided an overview of the terms of the proposed transaction documents, including the Business Combination Agreement, as well as legal due diligence findings. Representatives of ERShares presented to the FACT Board its financial analyses and rendered to the FACT Board its oral opinion, which was subsequently confirmed in writing, to the effect that, as of such date and based on and subject to various assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken as set forth in such opinion, the consideration to be paid by FACT to the PAD Stockholders, in the aggregate, in connection with the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to FACT. The FACT Board deliberated on these matters and subsequently (i) determined that it is in FACT’s commercial interests that FACT approve the Business Combination Agreement and related transaction documents and the transactions contemplated thereby, and (ii) recommended that the shareholders of FACT approve and adopt the Business Combination Agreement.

On November 26, 2025, the FACT Board approved the Business Combination Agreement, the Sponsor Support Agreement, forms of the related transaction documents, and the Advisory Agreement, which was also approved by FACT’s audit committee. Later, on November 26, 2025, FACT, PAD, Merger Sub and Sponsor HoldCo entered into the Business Combination Agreement; FACT, Sponsor HoldCo and PAD entered into the Sponsor Support Agreement; and FACT and the Sponsor entered into the Advisory Agreement. On November 28, 2025, the PAD Board held a meeting at which it ratified, confirmed, and approved PAD’s entry into the Business Combination Agreement and authorized and approved PAD’s entry into each ancillary agreement to which PAD is a party, and authorized and approved the Merger.

On November 28, 2026, the PAD Board held a meeting where the members of the PAD Board present unanimously (i) ratified, confirmed and approved PAD’s entrance into the Business Combination Agreement, the Sponsor Support Agreement and the Lock-Up Agreements and (ii) recommended, authorized, and approved the Merger and determined that the Merger is in the best interests of the PAD Stockholders.

On December 1, 2025, FACT and PAD issued a joint press release announcing, among other things, the parties’ entry into the Business Combination Agreement. On December 3, 2025, FACT and PAD issued a public announcement and hosted an investor call regarding the Business Combination. In the subsequent weeks, representatives of FACT and PAD continued their outreach to potential third-party investors in connection with the Business Combination.

FACT Board’s Reasons for the Approval of the Business Combination

As detailed above, the prospectus for the IPO identified the general criteria and guidelines that FACT’s management team believed would be important in evaluating prospective target businesses, although in such prospectus FACT also indicated it may enter into a business combination with a target business that does not meet these criteria and guidelines. PAD met a number of the criteria and guidelines that were identified in the IPO prospectus, and following due diligence conducted by FACT’s management and its advisors, and following detailed discussions with PAD, FACT believed PAD to be an attractive business combination target.

The FACT Board considered a wide variety of factors in connection with their evaluation of the proposed business combination between FACT and PAD. In light of the complexity of those factors, the FACT Board, as a whole, did not consider it practicable to, nor did they attempt to, quantify or otherwise assign relative weights to the specific factors they took into account in reaching their decision. Rather, the FACT Board based their evaluation, negotiation and recommendation of the Business Combination on the totality of the information presented to, and considered by, them. The FACT Board considered all of these factors as a whole and, on balance, concluded that they supported a favorable determination that the Business Combination Agreement, the related transaction documents and actions, and the Business Combination are in the best interests of FACT and its shareholders. The FACT Board evaluated the reasons described below with the assistance of FACT’s advisors. Individual members of the FACT Board may have given different weight to different factors. This explanation of the reasons for the FACT Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching their decision, the FACT Board reviewed the results of the due diligence conducted by FACT’s management, which included:

•        meetings with PAD’s management team to understand and analyze PAD’s business and prospects;

•        legal due diligence conducted by Paul Hastings;

•        review of PAD’s financial information; and

•        review of the proposed structure of the Business Combination and drafts of definitive documents.

The factors considered by the FACT Board included, but were not limited to, the following (which are not weighted or in any order of significance):

•        Large and Durable Addressable Market.    The FACT Board considered the size, growth trajectory, and fundamental resiliency of the A&D industry. The FACT Board noted that global commercial aerospace build rates continue to increase to address significant OEM order backlogs, while U.S. and allied defense budgets remain elevated due to modernization initiatives and ongoing geopolitical tensions. The FACT Board further noted the heightened focus on domestic supply-chain stability, reshoring, and increased reliance on qualified U.S. suppliers capable of providing high-quality, mission-critical components and services. PAD’s operating subsidiaries serve multiple segments of this market, including engineering & sustainment, precision manufacturing, and non-destructive testing, which the FACT Board believes positions PAD to benefit from sustained long-term demand.

•        Systemic Shift Toward More Nimble Suppliers.    The FACT Board considered the A&D industry’s continued shift away from large prime contractors to more direct relationships with more nimble suppliers that can deliver critical supply chain materials and capabilities with greater speed, efficiency, and lower costs through streamlined direct working relationship, which is a key component of PAD’s market positioning.

•        Ability to Provide Integrated, End-to-End Customer Solutions.    The FACT Board considered PAD’s acquisition-driven strategy to combine complementary capabilities within a single coordinated platform. The FACT Board concluded that this model allows PAD to offer a more comprehensive solution set to major OEMs, Tier 1 suppliers, prime defense contractors, and government agencies, thereby improving customer value and reducing supply-chain complexity compared to standalone providers. The FACT Board also noted the longstanding operating histories, technical expertise, and customer relationships of PAD’s core subsidiaries, which collectively establish a foundation for expanded program participation and deeper penetration across both commercial and defense platforms. With PAD’s existing and pending pipeline of acquisitions, the FACT Board believes PAD will be well-positioned to further enhance its suite of offerings and capabilities, allowing it to expand sales opportunities into larger and more valuable long-term opportunities.

•        Attractive Business Model and Consolidation Strategy.    The FACT Board considered PAD’s strategy of executing acquisitions of established A&D companies and integrating them to realize operational efficiencies, cross-facility synergies, future cost savings, and enhanced operating leverage. The FACT Board recognized that the A&D supply chain remains highly fragmented and that customers place a premium on suppliers able to scale production, reduce lead times, and provide consistent quality across

multiple service disciplines. The FACT Board believes that PAD’s asset-lite structure, centralized leadership, shared technology systems, and operational improvement initiatives provide a foundation for increased margins and competitive differentiation.

•        Financial Profile and Prospects for Growth.    The FACT Board believes that PAD’s long-standing relationships across commercial aerospace, defense, and industrial sectors, combined with its long-term contracts and the potential for revenue growth and margin expansion from integration initiatives, provides the foundation for sustainable profitable growth and strong gross and EBITDA margins. The FACT Board concluded that continued increases in commercial aircraft production rates, sustained defense spending, and diversification into space, power generation, and industrial markets collectively support a favorable long-term outlook. The FACT Board further noted that the Business Combination is expected to enhance PAD’s ability to pursue future acquisitions and execute its growth strategy.

•        Experienced Management Team and Board Composition.    The FACT Board considered the experience and qualifications of PAD’s senior management team, including their backgrounds in aerospace engineering, precision manufacturing, non-destructive testing, defense procurement, and multi-entity integration. The PAD senior management team’s prior experience leading companies with high-growth and complex operations, thereby demonstrating scale success, was also a factor that was considered by the FACT Board. The FACT Board believes that the combined experience of PAD’s leadership and the oversight of the combined company’s board of directors, which is expected to include certain directors of PAD, a designee of Sponsor HoldCo, and independent directors with relevant industry experience, will support the combined company’s ability to execute its operational improvement plans, integrate acquisitions, and drive long-term stockholder value.

In the course of its deliberations, the FACT Board considered a variety of uncertainties, risks and other challenges relevant to the Business Combination, including the below (which are not weighted or in any order of significance):

•        Macroeconomic Risks.    The risk that the combined company’s business could be adversely affected by broader macroeconomic conditions, including inflation, supply chain disruptions, or a recession.

•        Risks Related to Pending Acquisitions.    The risk that the Business Combination Agreement is not strictly conditioned on the simultaneous closing of all pending subsidiary acquisitions. While the PAD Board expects PAD’s management to execute these acquisitions to meet management projections for revenue and EBITDA for fiscal year 2026, there is no contractual guarantee that these targets will be acquired prior to or at the time of the Business Combination closing. If PAD fails to close these acquisitions as expected, the combined company may launch with a smaller asset base and lower revenue than projected.

•        Capital Requirements and Funding.    The risk that the combined company may not have sufficient capital to fund the purchase price of the target subsidiaries if redemptions by the Public Shareholders are high and alternative financing is not secured. This could necessitate a restructuring of the growth plan or a reduction in the company’s scale.

•        Susceptibility to Reductions in Government and Commercial Spending.    The risk that changes in the geopolitical environment or shifting U.S. administration priorities could lead to sequestration, budget cuts, or delays in government defense spending. Similarly, on the commercial side, the risk that major OEMs could pull back on production rates, directly impacting PAD’s revenue stream.

•        Benefits May Not Be Achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved, or may not be achieved within the expected timeframe. This includes the risk that PAD may fail to successfully integrate the disparate IT systems, cultures, and operating procedures of the acquired subsidiaries, delaying the realization of anticipated synergies.

•        Redemption Risk.    The risk that a significant number of Public Shareholders may elect to redeem their Public Shares prior to the consummation of the Business Combination, which would reduce the amount of cash available to the combined company for growth initiatives and general corporate purposes.

•        Limitations of Due Diligence.    The risk that the due diligence process undertaken by FACT and its advisors may not have revealed all material issues that may be present with regard to PAD and its subsidiaries, and that it is not possible to entirely eliminate the risk of unknown liabilities.

•        Public Market Risks.    The risk that the price of the combined company’s securities may be volatile and may decline following the Business Combination. The FACT Board also considered the significant burden and cost of complying with public company reporting requirements and the risk that PAD’s management, which has historically operated privately, may face challenges in adapting to these rigorous standards.

•        Liquidation Risk.    The risk that the Business Combination may not be consummated within the completion window, in which case FACT would be forced to liquidate and dissolve, and its warrants would expire worthless.

•        Litigation.    The possibility of litigation challenging the Transactions or that an adverse judgment granting injunctive relief could enjoin or otherwise interfere with the consummation of the Business Combination.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Other Risks.    Various other risks associated with the business of PAD, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement.

•        Interests of Certain Persons.    The FACT Board also considered the fact that FACT’s and PAD’s officers and directors may have interests in the Business Combination that are different from or in addition to (and that may conflict with) the interests of the Public Shareholders (see “Interests of PAD’s Directors and Officers in the Business Combination”).

•        Public Shareholders Will Have a Minority Ownership Interest in New PAD.    The fact that the Public Shareholders will experience immediate dilution as a consequence of the issuance of New PAD Common Stock as consideration in the Business Combination and, as a result, the Public Shareholders will collectively own a minority interest in New PAD after the Closing. As redemptions increase, the overall percentage ownership and voting percentage held by the PAD Stockholders, Cormorant, and the other equity investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to the Public Shareholders. Having a minority ownership interest may reduce the influence that current Public Shareholders have on the management of New PAD. For more information, see “Dilution.”

In recommending the Business Combination to the FACT Shareholders, the FACT Board considered each of the above factors along with ERShares’ opinion described below under the heading “Opinion of EntrepreneurShares LLC.”

The FACT Board concluded that the potential benefits that they expected FACT and its shareholders to achieve as a result of the Business Combination outweighed the potential negative factors associated with the Business Combination. Accordingly, the FACT Board unanimously determined that the Business Combination Agreement and the Business Combination were in the best interests of FACT and its shareholders. No unaffiliated representative was retained to act solely on behalf of the FACT Shareholders for purposes of negotiating the terms of the Business Combination Agreement on their behalf and/or preparing a report concerning the approval of the Business Combination.

Benefits and Detriments of the Business Combination

Opinion of EntrepreneurShares LLC

FACT selected ERShares to provide a fairness opinion based on ERShares’ qualifications, experience, and reputation.

ERShares delivered its oral opinion to the FACT Board, subsequently confirmed in writing on November 23, 2025 (the “Opinion”), which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the Opinion, which is attached to this proxy statement/prospectus as Annex K. The Opinion confirmed that, as of November 23, 2025, the Transaction Consideration to be issued or paid to the shareholders of PAD is fair from a financial point of view to the FACT Shareholders. The Opinion does not constitute a recommendation to the relevant directors and officers of FACT or to any other persons in respect of the Business Combination, including as to how any holders of FACT Class A Shares should vote or act in respect of the Business Combination.

In connection with its analyses in rendering the Opinion, ERShares, among other things:

•        Reviewed the financial terms and conditions of the proposed Business Combination set forth in the draft Business Combination Agreement circulated on November 10, 2025;

•        Reviewed certain operating information provided to ERShares by management of PAD;

•        Reviewed certain guideline public companies and precedent transactions which ERShares viewed as having attributes similar to PAD;

•        Reviewed other publicly available industry information (e.g., various equity analyst reports, macroeconomic reports, and public information about guideline companies) available from databases such as S&P Capital IQ (“CapIQ”); and

•        Engaged in confirmatory discussions with FACT and PAD regarding PAD’s business and key assumptions and risks associated with PAD’s business plans.

In connection with its analyses, ERShares reviewed and utilized certain financial forecasts and projections for PAD prepared by the management of PAD, including projections for revenue (projected revenue of approximately (i) $123 million, pro forma for certain pending and assumed planned acquisitions, and (ii) $83 million, pro forma for certain pending acquisitions) and EBITDA (projected EBITDA of approximately (i) $24 million, pro forma for certain pending and assumed planned acquisitions, and (ii) $16 million, pro forma for certain pending acquisitions) for fiscal year 2026. For purposes of its analysis and the Opinion, ERShares assumed and relied upon the accuracy and completeness of the financial and other publicly available information, and all of the information supplied or otherwise made available to, discussed with, or reviewed by ERShares, without any independent verification of such information (and assumed no responsibility or liability for any independent verification of such information), and further relied upon the assurances of FACT management that they were not aware of any facts or circumstances that would make such information provided to ERShares inaccurate or misleading.

ERShares also assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Business Combination Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Business Combination Agreement, and that all conditions to the consummation of the Business Combination would be satisfied without waiver or modification thereof. ERShares further assumed, in all respects material to its analysis, that all governmental, regulatory, or other consents, approvals or releases necessary for the consummation of the Business Combination would be obtained without any delay, limitation, restriction, or condition that could materially affect the consummation of the Business Combination or reduce the contemplated benefits to the holders of FACT Ordinary Shares.

ERShares did not, in connection with the Opinion, conduct any physical inspection of properties or facilities associated with PAD. The Opinion is necessarily based upon information made available to ERShares as of November 23, 2025, and financial, economic, market, and other conditions as they existed and could be evaluated as of that date, and does not reflect any subsequent developments. ERShares does not have any obligation to update, revise, or reaffirm the Opinion.

ERShares was not asked to opine on, and the Opinion does not express any views on, (i) any other terms of the Business Combination (except as expressly addressed therein), (ii) FACT’s underlying business decision to proceed with or effect the Business Combination, (iii) the merits of the Business Combination relative to any alternative transaction or business strategy that may be available to FACT, (iv) the amount or nature of the compensation to any officer, director, or employee, or any class of such persons, relative to the compensation to be received by the holders of any class of securities, creditors, or other constituencies of FACT or PAD in the Business Combination, or relative to or in comparison with the Transaction Consideration paid to PAD Shareholders, (v) the fairness of the Business Combination to any particular group or class of securities, creditors, or other constituencies of FACT other than as set forth in the Opinion, or (vi) the solvency, creditworthiness, or fair value of PAD or any other participant in the Business Combination under any applicable laws relating to bankruptcy, insolvency, or similar matters. The Opinion also does not constitute legal, tax, accounting, or regulatory advice.

Set forth below is a summary of the material financial analyses carried out by ERShares, in connection with ERShares rendering the Opinion. The following summary, however, does not purport to be a complete description of the analyses performed by ERShares. The order of the analyses described, and the results of these analyses do not represent relative importance or weight given to these analyses by ERShares. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before November 23, 2025 and is not necessarily indicative of current market conditions.

Summary of ERShares’ Financial Analysis of Company

Market Method

The primary method EntrepreneurShares used as the basis for the fairness opinion assessment was a Market Method, which relied on a combination of (i) a Guideline Publicly Traded Companies Analysis (“GPC Analysis”), (ii) a Guideline Company Analysis (“GCM Analysis”) and (iii) a Guideline Transaction Analysis (“GTM Analysis”) as further described below.

Guideline Publicly Traded Company (“GPC”) Analysis

The GPC Analysis is a market indicator used to value a business. ERShares reviewed and analyzed publicly available data on CapIQ about companies that were considered to have attributes similar to PAD. There are no guideline public companies that are directly comparable to PAD’s future prospective business. ERShares selected a group of 34 guideline public companies that it considered to have attributes similar to PAD (“GPC Guideline Companies”) to use for purposes of the GPC Analysis.

ERShares utilized the platform and analytical tools of CapIQ’s public company database (the “database,” unless otherwise indicated, as accessed as of November 23, 2025 (the “Access Date”)), to assist with the identification of GPC Guideline Companies and to obtain certain publicly available information about those companies. Of the total number of companies with securities listed on a U.S. national securities exchange (“Public Companies”) included in the database, ERShares selected the 34 GPC Guideline Companies.

The GPC Guideline Companies are as follows:

•        Worldwide Presence:    Of the total number of companies included in the database, ERShares selected a group of 69,335 Public Companies with securities listed on various national exchanges globally in order to incorporate in the GPC Guideline Companies with operations and foci outside as well as inside of United States of America (the “Worldwide Presence Category”).

•        All Industrials:    Within the companies in the Worldwide Presence Category, ERShares narrowed its search to approximately 9,368 Public Companies that fall within the Global Industry Classification Standards classifications developed by S&P, Dow Jones Indices and MSCI, as of the Access Date general “Industrials” classification (the “Industrials Category”).

•        Capital Goods:    Within the companies in the Industrials Category, ERShares narrowed its search to approximately 6,457 Public Companies that fall within the Global Industry Classification Standards classifications developed by S&P, Dow Jones Indices and MSCI, as of the Access Date sub-category “Capital Goods” classification (the “Capital Goods”).

•        Oil and Gas Refining and Marketing or Aerospace and Defense Category:    ERShares’ search was further narrowed to approximately 326 companies within the Capital Goods sub-category, which ERShares considered to have attributes or potential similarities to PAD. These categories include several aerospace propulsion and engineered-component companies, which ERShares considered potentially relevant due to PAD’s component-manufacturing operations.

•        All Major Exchanges:    ERShares’ search was further narrowed to approximately 253 companies within the Oil and Gas Refining and Marketing or Aerospace and Defense category, which were listed on major global exchanges.

•        Major US Exchanges:    ERShares’ search was further narrowed to approximately 70 companies within all the major exchange listing category, which were listed on major US exchanges given the company’s prospective listing on a major US exchange.

•        Revenue less than $500M:    Among the companies within the Oil and Gas Refining and Marketing or Aerospace and Defense Category listed on major US exchanges, ERShares’ search was further narrowed down to approximately 34 companies that had revenues less than $500M, which ERShares considered most relevant to the Company given its current operations.

For each of the companies listed above, ERShares reviewed the Enterprise Value to Next-Twelve-Months Revenue (“EV/NTM Revenue”), Enterprise Value to Next-Twelve-Months EBITDA (“EV/NTM EBITDA”), Enterprise Value to Last-Twelve-Months Revenue (“EV/LTM Revenue”), and Enterprise Value to Last-Twelve-Months EBITDA (“EV/LTM EBITDA”) multiples, as reported in the most recent public filings and consensus research estimates available as of the Access Date. ERShares observed the following approximate ranges:

•        EV/NTM Revenue:    5.43x to 16.58x

•        EV/NTM EBITDA:    21.79x to 25.46x

•        EV/LTM Revenue:    4.75x to 15.18x

•        EV/LTM EBITDA:    15.80x to 23.54x

ERShares calculated representative multiple ranges using the mean and median of the above metrics and applied these ranges to the PAD-provided management projections for revenue and EBITDA for fiscal year 2026. As the 2026 projections included revenue and EBITDA accretion associated with anticipated acquisition activity, ERShares also evaluated the valuation indications assuming such acquisitions were not completed.

Application of these selected multiple ranges resulted in an implied enterprise value range for PAD of approximately $217 million to $2.04 billion. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $317 million.

As an additional analytical reference, ERShares reviewed the highest and lowest revenue multiples observed among the broader comparable universe. ERShares noted a high multiple of approximately 178x on NTM revenue and a low multiple of approximately 0.7x on LTM revenue. Applying these extreme values to the PAD-provided asset base produced an implied enterprise value range of approximately $50 million to $21.9 billion. ERShares used this broad range solely as a high-level boundary check for reasonableness. ERShares did not rely on these extreme multiples in forming its valuation conclusion.

Based on this analysis and comparison, ERShares concluded that the implied enterprise value of PAD derived from the GPC Analysis fell within the range parameters indicated by the selected peers. On that basis, ERShares concluded that the proposed transaction consideration was fair, from a financial point of view, to the FACT Shareholders, under this methodology.

Guideline Company (“GCM”) Analysis

The GCM Analysis is a market indicator used to value a business. ERShares reviewed and analyzed publicly available data on CapIQ about companies that were considered to have attributes similar to PAD. There are no guideline public companies that are directly comparable to PAD’s future prospective business. ERShares selected a group of 14 guideline public companies that it considered to have attributes similar to the Company (“GCM Guideline Companies”) to use for purposes of the GCM Analysis.

ERShares utilized the database, unless otherwise indicated, as of the Access Date, to assist with the identification of GCM Guideline Companies and to obtain certain publicly available information about those companies. Of the total number of companies with securities listed on a U.S. national securities exchange included in the database, ERShares selected the 14 GCM Guideline Companies.

The GCM Guideline Companies are as follows:

For each of the companies listed above, ERShares reviewed the Enterprise Value to Next-Twelve-Months Revenue (“EV/NTM Revenue”), Enterprise Value to Next-Twelve-Months EBITDA (“EV/NTM EBITDA”), Enterprise Value to Last-Twelve-Months Revenue (“EV/LTM Revenue”), and Enterprise Value to Last-Twelve-Months EBITDA (“EV/LTM EBITDA”) multiples, as reported in the most recent public filings and consensus research estimates available as of the Access Date. ERShares observed the following approximate ranges:

•        EV/NTM Revenue:    3.21x to 4.50x

•        EV/NTM EBITDA:    18.56x to 19.83x

•        EV/LTM Revenue:    3.15x to 4.61x

•        EV/LTM EBITDA:    21.15x to 23.93x

ERShares calculated representative multiple ranges using the mean and median of the above metrics and applied these ranges to the Company-provided management projections for revenue and EBITDA for fiscal year 2026. As the 2026 projections included revenue and EBITDA accretion associated with anticipated acquisition activity, ERShares also evaluated the valuation indications assuming such acquisitions were not completed.

Application of these selected multiple ranges resulted in an implied enterprise value range for PAD of approximately $227 million to $554 million. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $317 million.

As an additional analytical reference, ERShares reviewed the highest and lowest revenue multiples observed among the broader comparable universe. ERShares noted a high multiple of approximately 9.63x on NTM revenue and a low multiple of approximately 0.7x on LTM revenue. Applying these extreme values to the PAD-provided asset base produced an implied enterprise value range of approximately $50 million to $1.18 billion. ERShares used this broad range solely as a high-level boundary check for reasonableness. ERShares did not rely on these extreme multiples in forming its valuation conclusion.

Based on this analysis and comparison, ERShares concluded that the implied enterprise value of PAD derived from the GCM Analysis fell within the range parameters indicated by the selected peers. On that basis, ERShares concluded that the proposed transaction consideration was fair, from a financial point of view, to the FACT Shareholders, under this methodology.

Proxy Guideline Company Analysis

As a supplementary analytical reference within the broader GCM Companies Group, ERShares also reviewed a subset of two publicly traded companies that it considered to exhibit margin characteristics and earnings quality most closely aligned with the Company. From the broader universe described above, ERShares selected Howmet Aerospace Inc. and HEICO Corporation as additional proxy peers due to their similar operating profiles and financial performance relative to PAD.

ERShares noted that both companies operate highly engineered, mission-critical aerospace component businesses with sustained net income margins that closely bracket PAD’s current and projected performance levels. ERShares further observed that Howmet Aerospace provides a relevant benchmark for precision manufacturing scale, vertical integration, and operational efficiency, while HEICO Corporation reflects a diversified aerospace components model with meaningful aftermarket exposure and high-margin engineered product lines.

ERShares calculated representative multiple ranges using the mean and median of the above metrics and applied these ranges to the PAD-provided management projections for revenue and EBITDA for fiscal year 2026. As the 2026 projections included revenue and EBITDA accretion associated with anticipated acquisition activity, ERShares also evaluated the valuation indications assuming such acquisitions were not completed.

Application of these selected multiple ranges resulted in an implied enterprise value range for PAD of approximately $493 million to $1.13 billion, which ERShares compared to the proposed pre-money enterprise value of approximately $317 million.

ERShares considered this subset solely as an additional qualitative and quantitative reference point in assessing the reasonableness of PAD’s projected profitability profile within the broader aerospace and defense supplier landscape. This supplemental comparison did not constitute a separate valuation methodology, nor was it independently determinative of the Opinion.

Guideline Transaction (“GTM”) Analysis

The GTM Analysis is a market method examining comparable transactions based on ERShares’ review and analysis of publicly available data (sourced through the subscription database Pitchbook) about initial public offerings, M&A and Buyout/LBO. Within these guidelines, the following factors were considered in determining the appropriateness of transactions for inclusion in the GTM Analysis carried out by ERShares: (i) sector; (ii) deal completion/announced; and (iii) deal status. Utilizing the criteria set forth above, ERShares identified 6 guideline transactions (the “GTM Guideline Transactions” and collectively, the “Guideline Transactions Group”) that ERShares considered relevant for comparative purposes, though, as described below, none of the selected transactions has characteristics identical to the proposed Business Combination or involves businesses that are identical to the Company. The categories of transactions used by ERShares as criteria for inclusion in the Guideline Transactions Group can be summarized as follows, based on information accessed by ERShares through Pitchbook on November 23, 2025:

The GTM Guideline Transactions are as follows:

•        Business Products and Services Sector:    ERShares focused on transactions involving companies falling in the Pitchbook Industries and Verticals Business Products and Services Sector, specifically in the commercial products, computer hardware and commercial services group, primarily focused on the aerospace industry which it considered most likely to encompass companies that have similarities to PAD in terms of operation characteristics and trajectories.

•        Generating Revenues:    Among transactions falling into the Business Products and Services (Aerospace) category, ERShares selected transactions involving privately owned companies generating revenues. ERShares considered these types of transactions to be similar to the proposed Business Combination, given the similarities these companies had to the characteristics of PAD.

•        Guideline Transaction Date:    Among the Business Products and Services (Aerospace) category, EntrepreneurShares selected transactions consummated/announced after January 1, 2023 (“Recent Guideline Transaction Dates”), as EntrepreneurShares considered these transactions to be of greater potential relevance to a GTM Analysis than transactions consummated during prior periods due to market conditions and other factors relevant to Business Products and Services (aerospace) companies transactions generally.

For each of the companies listed above, ERShares reviewed the Enterprise Value to Revenue (“EV/Revenue”) and Enterprise Value to EBITDA (“EV/EBITDA”) multiples, as reported in the pitchbook research estimates available as of the Access Date. ERShares observed the following approximate ranges:

•        EV/Revenue:    2.53x to 3.11x

•        EV/EBITDA:    14.08x to 16.00x

ERShares calculated representative multiple ranges using the mean and median of the above metrics and applied these ranges to the PAD-provided management projections for revenue and EBITDA for fiscal year 2026. As the 2026 projections included revenue and EBITDA accretion associated with anticipated acquisition activity, ERShares also evaluated the valuation indications assuming such acquisitions were not completed.

Application of these selected multiple ranges resulted in an implied enterprise value range for PAD of approximately $179 million to $323 million. ERShares compared this implied valuation range to the proposed pre-money enterprise value of approximately $317 million.

As an additional analytical reference, ERShares reviewed the highest and lowest revenue multiples observed among the broader comparable universe. ERShares noted a high multiple of approximately 23.19x on EBITDA and a low multiple of approximately 0.31x on revenue. Applying these extreme values to the PAD-provided asset base produced an implied enterprise value range of approximately $22 million to $557 million. ERShares used this broad range solely as a high-level boundary check for reasonableness. ERShares did not rely on these extreme multiples in forming its valuation conclusion.

Based on this analysis and comparison, ERShares concluded that the implied enterprise value of PAD derived from the GTM Analysis fell within the range parameters indicated by the selected peers. On that basis, ERShares concluded that the proposed transaction consideration was fair, from a financial point of view, to the FACT Shareholders, under this methodology.

Miscellaneous

The foregoing summary of certain financial analyses does not purport to be a complete description of the analyses or data presented by ERShares and is qualified in its entirety by reference to the full text of the Opinion, which is as attached as Annex K to this proxy statement/prospectus. In connection with the evaluation of the Transaction Consideration, ERShares performed a variety of financial and comparative analyses for the purpose of rendering the Opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary descriptions. In arriving at its opinion, ERShares considered the results of all analyses as a whole and did not form a conclusion based on any single analysis. Rather, ERShares made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all the analyses. In addition, ERShares may have given certain analyses and factors more or less weight than others and may have determined certain assumptions more or less probable than others. As a result, the range of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of ERShares with respect to the actual value or potential future value of PAD. Further, ERShares’ analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of FACT, PAD or their respective officers, managers and advisors. All projections, estimates, or valuations contained herein are illustrative and inherently subject to significant economic, market, and regulatory uncertainties. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying the Opinion.

The Opinion was addressed to the FACT Board for its use in evaluating the proposed Business Combination. The Opinion does not constitute a recommendation to any shareholder as to how to vote with respect to the Business Combination. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. The results, information and estimates contained in these analyses are not intended to be, and should not be interpreted or construed as, indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Furthermore, ERShares’ analysis is dependent entirely on information, that was provided to ERShares by PAD, without independent verification by ERShares. Illustrative

information, business plans, prospects and other information that was used in, and the results derived from, ERShares’ analyses are inherently subject to substantial uncertainty, and ERShares assumes no responsibility if future results are materially different.

In connection with its engagement, ERShares received the following compensation. FACT agreed to pay ERShares a fee of $75,000. $10,000 of the fee was paid upon commencement of the engagement and $65,000 of the fee was paid upon delivery of the oral opinion. The fee was not contingent upon the conclusion reached in the Opinion or the successful completion of the Business Combination.

Sources and Uses of Proceeds

The following table summarizes the anticipated sources and uses of funds in the Business Combination. Such table is for illustrative purposes only. Where actual amounts are not known or knowable, the figures below represent good faith estimates of such amounts.

Sources and Uses of Proceeds (50% Redemptions Scenario) (in millions)

____________

(1)      Assumes $189.6 million pre-transaction equity value (existing shareholder rollover of $123.9 million common equity, conversion of $9.0 million of PAD Preferred Stock and $54.5 million of shares of New PAD Common Stock to fund additional acquisitions pursuant to agreements that PAD enters into prior to the Closing Date.).

(2)      Assumes 100% rollover equity.

(3)      Represents conversion of 897,500 shares of PAD Preferred Stock (shares of PAD Series A Preferred Stock convert into 200,000 shares of New PAD Common Stock, shares of PAD Series B Preferred Stock convert into 146,500 shares of New PAD Common Stock, shares of PAD Series C Preferred Stock convert into 275,000 shares of New PAD Common Stock, and shares of PAD Series D Preferred Stock convert into 276,000 shares of New PAD Common Stock).

(4)      Assumes 50% potential redemptions = $91.9M cash in Trust (8,750,000 shares at $10.50 per share).

(5)      Represents the equity issuable in connection with the pending acquisitions of Aerodyn Engineering, LLC and Western Professional, Inc. as well as up to 3,772,738 shares of New PAD Common Stock for acquisitions pursuant to agreements that PAD enters into prior to the Closing Date.

(6)      Shares of New PAD Common Stock owned by the Sponsor and FACT Insiders pro-forma ownership at Closing ($33.0 million), and vested Sponsor Performance Bonus Shares ($6.0 million). This illustrative analysis assumes that the Sponsor and FACT Insiders do not own shares in excess of such cap. Figure also includes shares of $2.2 million held by the underwriters in the IPO and shares held by members of the FACT Board of $2.2 million.

(7)      Represents the cash and promissory note portion of the purchase price for Aerodyn Engineering, LLC, Aerofab NDT LLC, and Western Professional, Inc.

(8)      Includes deferred underwriters’ fees, legal fees related to the Business Combination, and M&A advisory fees related to acquisitions.

Satisfaction of 80% Test

It is a requirement under Nasdaq rules that FACT completes one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of FACT’s signing a definitive agreement in connection with its initial business combination.

As of the date of the execution of the Business Combination Agreement, the balance of funds in the Trust Account was approximately $183.2 million, plus taxes payable on the income earned on the Trust Account, and 80% thereof was approximately $146.6 million. Based on the implied pre-money equity value of PAD of approximately $133.1 million with another $54.5 million of equity to fund acquisitions (or approximately $136.9 million adjusted using the treasury share method to account for currently outstanding options and the exclusion of approximately $20 million in unallocated shares under PAD’s existing incentive plan), the FACT Board determined that such requirement was met. In light of the financial background and experience of the members of FACT’s management team and the FACT Board, the FACT Board believes that the members of FACT’s management team and FACT Board are qualified to determine whether the Business Combination meets the 80% test.

Interests of the Sponsor, Sponsor HoldCo, and FACT’s Directors and Officers in the Business Combination

In considering the recommendation of the FACT Board to vote in favor of approval of the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Charter Proposal, the Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal, FACT Shareholders should keep in mind that the Sponsor, Sponsor HoldCo, and FACT’s directors and executive officers, and entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of unaffiliated FACT Shareholders. Further, FACT’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information About FACT — Conflicts of Interest.” We believe that there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The FACT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the EGM, including the Business Combination Proposal. FACT Shareholders should take these interests into account in deciding whether to approve the proposals presented at the EGM, including the Business Combination Proposal. These interests include, among other things:

•        the fact that Sponsor HoldCo holds 5,613,333 Founder Shares that were initially purchased for an aggregate of $25,000 (reflecting the forfeiture of 875,000 Founder Shares by Sponsor HoldCo due to the over-allotment option of the underwriters in connection with FACT’s IPO not being exercised), and such shares will have a significantly higher value at the time of the Business Combination, estimated at approximately $[•] based on the closing price of $[•] per FACT Class A Share on Nasdaq on [•], 2026. FACT estimates that, at the Closing, the Sponsor will hold an aggregate of [•] shares of New PAD Common Stock issued upon the conversion of such Founder Shares (assuming the 50% Redemptions Scenario and the forfeiture of [•] FACT Forfeited Shares and no forfeiture of Sponsor HoldCo Contributed Shares), which, if unrestricted and freely tradeable, would be valued at approximately $[•], based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that each of FACT’s independent directors, its Executive Chairman and its Senior Advisor hold 30,000, 130,000 and 20,000 Founder Shares, respectively, which shares were transferred to such persons by Sponsor HoldCo in connection with their service to FACT, and such shares will have value at the time of the Business Combination, estimated at approximately $[•] based on the closing price of $[•] per FACT Class A Share on Nasdaq on [•], 2026. FACT estimates that, at the Closing, FACT’s independent directors, its Executive Chairman and its Senior Advisor will hold 30,000, 130,000 and 20,000 shares of New PAD Common Stock each, respectively, if unrestricted and freely tradeable, would be valued at approximately $[•], based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that, as a result of the low purchase price paid for the Founder Shares, if the Business Combination is completed, the Sponsor and FACT’s independent directors and advisor are likely to be able to make a substantial profit on their investment in FACT even at a time when the New PAD Common Stock has lost significant value. Accordingly, the economic interests of the Sponsor and FACT’s independent directors and advisor diverge from the economic interests of Public Shareholders because the Sponsor and FACT’s

independent directors and advisor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share;

•        the fact that Sponsor and Sponsor HoldCo holds 440,000 Private Placement Units (including 325,000 restricted FACT Class A Shares), initially purchased for $10.00 per share in a private placement that occurred simultaneously with the closing of FACT’s IPO, which will then automatically convert at the effective time of the Domestication into an equal number of shares of New PAD Common Stock. FACT estimates that, at the Closing, if unrestricted and freely tradeable, such units would be valued at approximately $[•], based on the $[•] closing price of the FACT Class A Shares on [•], 2026;

•        the fact that Sponsor, Sponsor HoldCo, and FACT’s directors and advisor who own FACT Ordinary Shares have each waived their right to redeem any FACT Ordinary Shares held by them in connection with the shareholder vote to approve the Business Combination;

•        the fact that, if FACT were to liquidate rather than complete an initial business combination, the Sponsor and Sponsor HoldCo will lose their entire investment in FACT, which totals approximately $4,425,000 as of the date of this proxy statement/prospectus, comprising the $25,000 purchase price for the Founder Shares and the $4,400,000 purchase price for the Private Placement Units and Private Placement Securities purchased by Sponsor in the Private Placement. The potential loss of this investment may have incentivized Sponsor and its affiliates to pursue a business combination transaction on unfavorable terms in order to avoid a liquidation;

•        the fact that, if the Trust Account is liquidated, including in the event FACT is unable to complete an initial business combination within the completion window, the Sponsor and Sponsor HoldCo has agreed that it will be liable to FACT if and to the extent any claims by a third party for services rendered or products sold to FACT, or a prospective target business with which FACT has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable and up to $100,000 of interest to pay dissolution expenses; provided that such obligation will not apply to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account (whether or not such waiver is enforceable), any claims by FACT’s independent registered public accounting firm, or any claims under the indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

•        the fact that, pursuant to the Registration Rights Agreement, the Sponsor, Sponsor HoldCo, and FACT’s independent directors and advisor will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New PAD Common Stock following the consummation of the Business Combination. FACT estimates that the Sponsor, Sponsor HoldCo, and FACT’s independent directors and advisor will hold an aggregate of [•] shares of New PAD Common Stock subject to registration rights, assuming the 50% Redemptions Scenario, the forfeiture of [•] FACT Forfeited Shares and no forfeiture of Sponsor HoldCo Contributed Shares, and using a Redemption Price of approximately $[•];

•        the fact that the FACT Articles contain a waiver of the corporate opportunity doctrine, and there could have been business combination targets that would have been appropriate for a combination with FACT but were not offered due to a FACT director’s duties to another entity. FACT does not believe that the waiver of the corporate opportunity doctrine in the FACT Articles interfered with its ability to identify an acquisition target; and

•        the continued indemnification of former and current directors and officers of FACT, Sponsor and Sponsor HoldCo and the continuation of directors’ and officer’s liability insurance after the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers that were not presented to FACT, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About FACT — Conflicts of Interest.”

Compensation to be Received by the Sponsor, Sponsor HoldCo, and FACT’s Officers and Directors in Connection with the Business Combination

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, Sponsor HoldCo, and FACT’s officers and directors in connection with the Business Combination.

The securities to be issued to the Sponsor, Sponsor HoldCo, and FACT’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. FACT’s independent directors are not members of the Sponsor and are not affiliates of Sponsor HoldCo. None of the funds in the Trust Account will be used to compensate our officers or directors. Except for administrative services fees paid or to be paid to the Sponsor, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, Sponsor HoldCo, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor, Sponsor HoldCo, and FACT’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.

Certain Engagements in Connection with the Business Combination

FACT engaged BTIG and CHC as co-placement agents, and named CCM and CHC as financial advisors, and CCM and Seaport as capital markets advisors. For more information, see “Questions and Answers About the Business Combination — What underwriting and placement agency fees are payable in connection with the Business Combination?”

In addition, each of BTIG, CCM, CHC and Seaport is a securities firm engaged in a wide range of activities for its own accounts and the accounts of others including securities underwriting, trading and brokerage activities, financing, investment banking and management, prime brokerage, individual wealth management, commodities and derivatives trading, foreign exchange, and financial advisory services. Each of BTIG, CCM, CHC and Seaport (and each their respective affiliates, directors and officers), in the course of their business, may, for its own account or the accounts of others, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, in any of the Company’s or any other company’s debt or equity securities or loans or any related derivative instrument. In addition, at any given time each of the placement agents and/or any of their affiliates may have been and/or could be engaged by one or more entities that may be competitors with, or otherwise adverse to, the Company in matters unrelated to any proposed transaction.

PAD’s Reasons for the Business Combination

The PAD Board evaluated a range of strategic alternatives to support PAD’s long-term growth, capital needs, and stockholder value. After consideration of the Business Combination Agreement and the terms of the Merger, including consultation with independent financial and legal advisors, the PAD Board adopted resolutions (i) determining that the Merger is in the best interests of PAD’s stockholders and recommending, authorizing and approving the Merger and (ii) ratifying, confirming, and approving PAD’s entry into the Business Combination Agreement.

In reaching its decision to recommend and approve the Merger and ratify PAD’s entry into the Business Combination Agreement, the PAD Board consulted with PAD’s management, as well as its financial and legal advisors, and considered a number of factors, including:

i.       the Merger will expand both PAD’s access to capital and the range of investors potentially available to it as a public company, compared to the investors to which PAD could otherwise have access if it continued to operate as a privately-held company;

ii.      PAD’s expected cash resources, its need for additional capital and the potential infusion of capital at Closing from anticipated simultaneous closing of equity and/or debt financings;

iii.     the ability to use the publicly traded New PAD Common Stock as consideration for the acquisitions that PAD is currently contemplating as well as to attract talent and engage in additional strategic transactions going forward, which the PAD Board views as key to scaling in a competitive market;

iv.      the PAD Board’s belief that the Merger, in light of PAD’s prior efforts with respect to conducting an initial public offering during 2024, provides a viable public listing strategy and access to available capital, and addresses the risk of the potential lack of an available market for an initial public offering at a later date;

v.       the PAD Board’s belief that a de-SPAC structure to raising capital mitigates execution risk because the transaction’s valuation and financing commitments are negotiated and secured in advance of closing, whereas a traditional initial public offering is priced immediately before trading and can be affected by short-term market volatility;

vi.     the PAD Board’s belief that the transaction with FACT in particular will benefit PAD and New PAD by providing access to the Sponsor’s capital markets expertise, introductions to potential investors that are current investors and/or contacts of the Sponsor, and support in transitioning to public company operations; and

vii.    that the Merger will provide PAD’s existing stockholders both liquidity opportunities and ongoing ownership in a well-capitalized public company, and the likelihood of available alternatives (including continuing as a privately held company, attempting an initial public offering again either currently or at a later date, or being acquired by another entity, and the associated risks of delay, non-consummation or unavailability thereof) offering stockholders a comparable outcome.

The PAD Board also considered a number of uncertainties and risks concerning the Merger, including the following:

i.       the possibility that the Merger might not be completed in a timely manner or at all, and the potential adverse effect of the public announcement of the Merger on PAD’s reputation and its ability to obtain financing in the future in the event that the Merger is not completed;

ii.      the costs involved in connection with completing the Merger, the time and effort of PAD’s management required to complete the Merger, the related disruptions or potential disruptions to PAD’s business operations and future prospects, and related administrative challenges associated with combining the companies;

iii.     the additional expenses and obligations to which PAD’s business will be subject following the Merger that PAD has not previously been subject to, and the operational changes to PAD’s business, in each case that may result from being a public company;

iv.      the risk that the current FACT Shareholders can redeem their FACT Class A Shares for cash in connection with the consummation of the Merger, thereby reducing the amount of cash available to New PAD following the consummation of the Merger; and

v.       the possibility of litigation challenging the Merger.

The foregoing discussion of the factors considered by the PAD Board is not intended to be exhaustive but, rather, includes the material factors considered by the PAD Board. In reaching its decision to ratify and approve PAD’s entry into the Business Combination Agreement and recommend, authorize and approve the Merger, the PAD Board did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors. The PAD Board considered all these factors as a whole, including discussions with, and questioning of, PAD’s management and financial and legal advisors, concluded that the potentially negative factors associated with the Merger were outweighed by the potential benefits that it expected that the PAD Stockholders would receive as a result of the Merger and, overall, considered these factors to be favorable to and to support its determination.

Interests of PAD’s Directors and Officers in the Business Combination

PAD’s directors and officers have interests in the Business Combination that are different from, or in addition to, those of the PAD Stockholders generally.

These interests include the interests listed below:

•        PAD’s executive officers are expected to become executive officers of New PAD upon the Effective Time. Specifically, Brent Borden, who is the Chief Executive Officer of PAD, is expected to become the Chief Executive Officer of New PAD and Kevin Vermeulen II, who is the Chief Financial Officer of PAD, is expected to become the Chief Financial Officer of New PAD, in each case upon the Effective Time. In each case, they are expected to continue to receive the same compensation and benefits, including substantially similar equity awards, as they currently receive under their existing employment agreements with PAD and, pursuant to the terms of the Business Combination Agreement, will enter into employment agreements with New PAD to this effect.

•        The current directors of PAD are expected to become directors of New PAD upon the Effective Time. Specifically: Maynard Hellman, who is the Chairman of PAD, is expected to become the Chairman of New PAD; Ronald Buschur, who is the Vice Chairman of PAD, is expected to become the Vice Chairman of New PAD; Glenn Argenbright, who is a director of PAD, is expected to become a director of New PAD; Larry Thompson, who is a director of PAD, is expected to become a director of New PAD; and Dave Lawrence, who is a director of PAD, is expected to become a director of New PAD, in each case upon the Effective Time. In each case, they are expected to continue to receive the same compensation and benefits, including substantially similar equity awards, as they currently receive under their existing agreements with PAD.

•        Each member of the PAD Board holds options to purchase 20,833 PAD Shares at $5.00 per share, which will be converted into New PAD Options.

•        David Lawrence, a member of the PAD Board, is the Manager and former owner of PAD’s Aerodyn subsidiary, and pursuant to PAD’s agreement with him will receive, upon consummation of the Business Combination, approximately 1,125,000 shares of New PAD Common Stock and $34,515,000 in cash.

In addition, three of PAD’s Directors own shares of PAD Preferred Stock, which will be converted into the right to receive shares of New PAD Common Stock and $5.00 cash per share, upon consummation of the Business Combination, as follows:

•        Larry Thompson — 10,000 shares of PAD Series A Preferred Stock, 30,000 shares of PAD Series C Preferred Stock and 16,000 shares of PAD Series D Preferred Stock.

•        Glennon Argenbright — 40,000 shares PAD Series C Preferred Stock.

•        Maynard J. Hellman — 20,000 shares of PAD Series C Preferred Stock.

Further, certain of PAD’s directors are holders of, and/or are affiliated with entities that are holders of, PAD equity interests and in such capacity will be entitled to receive the applicable portion of the Merger Consideration payable to all holders of such equity interests pursuant to the terms of the Business Combination Agreement.

Financial Projections

The financial projections of PAD for the years ending December 31, 2024 through December 31, 2026, as prepared by PAD’s management in March 2026 (the “Projections”), were included in an investor presentation presented at and released in connection with PAD’s Investor Day held on March 12, 2026. There can be no assurance that the Projections will be realized.

The Projections were prepared by PAD for use by investors. PAD, as a matter of course, does not publicly disclose forecasts, internal projections as to future performance, revenues, earnings, or other projected results of operations due to the inherent unpredictability and subjectivity of underlying assumptions and projections. PAD’s financial results for the fiscal years ended December 31, 2024 and 2025, materially differed, and future financial results may materially differ, from those expressed in the Projections due to a number of factors, some of which are beyond PAD’s ability to control or predict. PAD cannot make any assurances that the Projections will be realized or that PAD’s future financial results will not materially vary from the Projections. In particular, the Projections should not be used as public guidance.

PAD’s management provided the Projections in a combined format (i.e., all entities consolidated, including Pending Acquisitions) from fiscal year ending 2024 through fiscal year ending 2026. The following is a summary table including the Projections in a combined format: