{"url_path":"/sec/cgctw/8-k/2026-06-10/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","accession_number":"0001104659-26-072433","cik":"0002049662","ticker":"FAC","issuer_name":"Factorial Energy Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2049662/0001104659-26-072433-index.html","primary_entity_key":"0002049662","primary_entity_name":"Factorial Energy Inc."},"word_count":962,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\nThe information set forth in sections titled “*Directors\nand Executive Officers*” and “*Certain Relationships and Related Party Transactions, and Director Independence*”\nin Item 2.01 of this Current Report is incorporated herein by reference.\n\n \n\nEffective immediately following the Merger Effective\nTime, Siyu Huang, Alex Yu, Joseph Taylor, Uwe Keller, Liad Meidar, Dieter Zetsche and Jon Nelson were appointed to constitute members\nof the PubCo Board, and the PubCo Board was divided into classes of directors serving three-year staggered terms as follows:\n\n \n\n·Liad Meidar and Jon Nelson were designated as the Class I directors,\nwith terms expiring at the first annual meeting of stockholders to be held after the consummation of the Business Combination and until\ntheir successors are duly elected and qualified;\n\n \n\n·Uwe Keller, Alex Yu and Dieter Zetsche were designated as the Class II\ndirectors, with terms expiring at the second annual meeting of stockholders to be held after the consummation of the Business Combination\nand until their successors are duly elected and qualified; and\n\n \n\n·Siyu Huang and Joseph Taylor were designated as the Class III directors,\nwith terms expiring at the third annual meeting of stockholders to be held after the consummation of the Business Combination and until\ntheir successors are duly elected and qualified.\n\n \n\nEffective immediately following the Merger Effective\nTime, Siyu Huang was appointed as PubCo’s Chief Executive Officer (serving as principal executive officer), Richard Wei was appointed\nas PubCo’s Chief Financial Officer (serving as principal financial officer), Alex Yu was appointed as PubCo’s Chief Technology\nOfficer and Jason Duva was appointed as PubCo’s General Counsel and Secretary.\n\n \n\n \n\n \n\nReference is made to the disclosure in the Proxy\nStatement/Prospectus titled “*Management of PubCo Following the Business Combination*” for biographical information about\neach of the directors and officers, which is incorporated herein by reference.\n\n \n\nEffective as of the Merger Effective Time, Factorial\nentered into employment agreements with each of Drs. Huang and Yu and Messrs. Duva and Wei (the “New Employment Agreements”),\nwhich replace and supersede any existing service agreements and offer letters, as applicable, entered into with each such officer and\nFactorial. Under the New Employment Agreements, Drs. Huang and Yu and Messrs. Duva and Wei are entitled to receive an annual\nbase salary equal to $550,000, $385,000, $375,000 and $435,000, respectively, and an initial target long-term incentive award with a grant\ndate value of approximately $5,320,000, $2,710,000, $1,780,000 and $2,275,000, respectively, in each case as determined in accordance\nwith the Company’s equity valuation practices and subject to the approval of the PubCo Board, the compensation committee of the\nPubCo Board or its delegate. Each officer is eligible to receive future equity awards and to participate in the PubCo employee benefit\nplans, subject to the terms of such plans. Each officer is eligible for severance benefits under the Executive Change of Control Severance\nPlan, which is described in further detail below. Drs. Huang and Yu and Messrs. Duva and Wei will continue to be subject to\ntheir existing proprietary information and inventions agreements. The descriptions of each of the New Employment Agreements is qualified\nin its entirety by reference to the full text of each of the New Employment Agreements, copies of which are filed as Exhibits 10.8 through\n10.11, respectively, to this Current Report and incorporated herein by reference. In addition, effective as of the Merger Effective Time,\nFactorial entered into an employment agreement with Joe Taylor (the “Taylor Employment Agreement”), a director on the PubCo\nBoard, which replaces and supersedes the existing agreement entered into with Mr. Taylor and Factorial. Under the Taylor Employment\nAgreement, Mr. Taylor is entitled to receive an annual base salary equal to $360,000 and an initial target long-term incentive award\nwith a grant date value of approximately $540,000, as determined in accordance with the Company’s equity valuation practices and\nsubject to the approval of the PubCo Board, the compensation committee of the PubCo Board or its delegate. Mr. Taylor is eligible\nto receive future equity awards and to participate in the PubCo employee benefit plans, subject to the terms of such plans. Mr. Taylor\nwill continue to be subject to his existing proprietary information and inventions agreement. The description of the Taylor Employment\nAgreement is qualified in its entirety by reference to the full text of the Taylor Employment Agreement, a copy of which is filed as Exhibit 10.12\nto this Current Report and incorporated herein by reference.\n\n \n\nEffective as of the Merger Effective Time, in\nconnection with the Closing, PubCo has adopted the Executive Change in Control Severance Plan, the Senior Executive Cash Incentive Bonus\nPlan and the Non-Employee Director Compensation Policy. Reference is made to the disclosure in the Proxy Statement/Prospectus in the section\ntitled “*Executive and Director Compensation of Factorial - Executive Change of Control Severance Plan,*” “*-\nSenior Executive Cash Incentive Bonus Plan*,” and “*Non-Employee Director Compensation Policy*” for the terms\nof each of the Executive Change in Control Severance Plan, the Senior Executive Cash Incentive Bonus Plan and the Non-Employee Director\nCompensation Policy, respectively. Additionally, the descriptions of each of the Executive Change in Control Severance Plan, the Senior\nExecutive Cash Incentive Bonus Plan and the Non-Employee Director Compensation Policy are qualified in their entirety by reference to\nthe full text of the Executive Change in Control Severance Plan, the Senior Executive Cash Incentive Bonus Plan and the Non-Employee Director\nCompensation Policy, copies of which are filed as Exhibits 10.19 through 10.21, respectively, to this Current Report and incorporated\nherein by reference.\n\n \n\nThe information set forth under Item 1.01, “*Indemnification\nAgreements*,” “*- Factorial Energy Inc. 2026 Equity Incentive Plan*” and “*- Factorial Energy Inc. 2026\nEmployee Stock Purchase Plan*” of this Current Report is incorporated herein by reference."}