---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-23-045982"
form_type: "8-K"
ticker: "AIRJ"
cik: "0001855474"
company_name: "AirJoule Technologies Corp."
filed_at: "2023-06-05T23:59:59+00:00"
generated_at: "2026-06-14T07:35:08.915869+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# XPDB agrees to acquire Montana Technologies for ~$421.9M; earnout up to $200M

## Summary
- Aggregate consideration of ~$421.9M to Montana equityholders, payable in Class A common stock at $10/share.
- Capital raise of at least $85.0M required as condition to closing.
- Earnout shares capped at $200M based on production capacity and EBITDA milestones.
- Sponsor to vest 1,380,736 shares (20%) based on price thresholds ($12, $14) or earnout milestones.
- Extension meeting on June 9, 2023 to extend deadline to Dec 14, 2023 (or later).

## SEC filing metadata
- accession: 0001213900-23-045982
- form_type: 8-K
- ticker: AIRJ
- cik: 0001855474
- company_name: AirJoule Technologies Corp.
- filed_at: 2023-06-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1855474/000121390023045982/0001213900-23-045982-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855474/000121390023045982/ea179769-8k425_power2.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-23-045982
- JSON: https://secwatch.observer/filing/0001213900-23-045982.json
- Plain text: https://secwatch.observer/filing/0001213900-23-045982.txt

## Key facts
- Material Agreements
  AirJoule Technologies Corp. entered into Agreement and Plan of Merger with Montana Technologies LLC valued at approximately $421.9 million (effective 2023-06-05).
  - Action: entry
  - Agreement: merger
  - Counterparty: Montana Technologies LLC
  - Value: approximately $421.9 million
  - Effective: 2023-06-05
  source text: On June 5, 2023, Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“XPDB”), and XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of XPDB (“Merger Sub”), entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Merger Agreement”) with Montana Technologies LLC, a Delaware limited liability company (the “Company”), pursuant to which Merger Sub will merge with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of XPDB (the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Transactions”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023045982/0001213900-23-045982-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.