Forge Nano Holdings, Inc. (NANO): CEO Long Long reason not stated

Events in this filing

Item 5.02 as filed

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Executive Officers and Directors
Effective as of the First Effective Time, Long
Long ceased serving as Chief Executive Officer of the Company. Effective as of the First Effective Time, the Board appointed Mr. Lichty
to serve as the Company’s Chief Executive Officer, Mr. Kleinberg to serve as the Company’s Chief Financial Officer and Mr.
Zimmermann to serve as the Company’s Chief Legal Counsel.
Effective as of the First Effective Time, Long
Long resigned as sole director of the Company. Paul Lichty, Michael Danner, David Goggins, Millicent Pitts-DiCicco, Jimmy Smith, Kamal
Bherwani and Ben Landen were appointed as directors of the Company, to serve until the end of their respective terms and until their successors
are elected and qualified, and Mr. Lichty was appointed as Chair of the Board. Pursuant to the terms of the Merger Agreement, Messrs.
Lichty, Danner, Goggins, Smith and Bherwani and Ms. Pitts-DiCicco were designated by Forge Nano, and Mr. Landen was designated by the
Sponsor. The Board appointed Millicent Pitts-DiCicco, Ben Landen and David Goggins to serve on the Audit Committee, with Ms. Pitts-DiCicco
as chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K. The Board
appointed Mr. Landen and Ms. Pitts-DiCicco to serve on the Compensation Committee, with Mr. Landen as chair. The Board appointed Messrs.
Goggins and Smith to serve on the Nominating and Corporate Governance Committee, with Mr. Goggins as chair.
There are no material compensatory plans, contracts
or arrangements entered into or materially amended in connection with the appointments described above, other than as described in the
Proxy Statement/Prospectus and this Report.
Reference is also made to the disclosure described
in the Proxy Statement/Prospectus in the sections titled “ Proposal No. 3 – The Director Election Proposal ” beginning
on page 189 and “ Management of Pubco Following the Business Combination ” beginning on page 320 of the Proxy Statement/Prospectus
for biographical information about each of the directors and executive officers following the Business Combination, which is incorporated
herein by reference.
There are no transactions between the Company and
any of the newly appointed directors or executive officers that would be required to be reported under Item 404(a) of Regulation S-K,
except as described in the section of the Proxy Statement/Prospectus titled “ Certain Relationships and Related Party Transactions ”
beginning on page 341 (including with respect to the proposed acquisition of HzO, Inc., of which Mr. Bherwani serves as Executive Chairman),
which is incorporated herein by reference.
2026 Equity Plan
On the Closing Date, the 2026 Equity Plan became
effective. The initial aggregate number of shares of Pubco Common Stock available for issuance under the 2026 Equity Plan is 12,865,558,
which number will automatically increase on January 1 of each year, commencing on January 1, 2027, by an amount equal to 5% of the total
number of shares of Pubco Common Stock outstanding as of the immediately preceding December 31 (or such lesser number as determined by
the Compensation Committee), subject to certain adjustments set forth therein.
A description of the 2026 Equity Plan is set forth
in the section titled “ Proposal No. 7 – The Equity Incentive Plan Proposal ” beginning on page 207 of the Proxy
Statement/Prospectus, which is incorporated herein by reference. A copy of the full text of the 2026 Equity Plan is filed as Exhibit 10.6
hereto and is incorporated herein by reference.
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