--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-048589" form_type: "8-K" ticker: "AIRJ" cik: "0001855474" company_name: "AirJoule Technologies Corp." filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T02:20:20.536511+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.65 calibrated_materiality_score: 0.65 confidence: "high" source: SEC EDGAR --- # XPDB extends deadline to Dec 14, 2023; ~18.1M shares redeemed for $188M ## Summary - Stockholders approved extension of business combination deadline from June 14 to December 14, 2023, with possible monthly extensions to March 14, 2024. - Redemption limitation removed to allow redemptions regardless of net tangible assets threshold. - 18,141,822 public shares redeemed at ~$10.37/share, totaling ~$188M; trust account now ~$110M. - Paul Gaynor re-elected as Class I director for three-year term until 2026. - Marcum LLP ratified as independent auditor for fiscal year ending Dec 31, 2023. ## SEC filing metadata - accession: 0001213900-23-048589 - form_type: 8-K - ticker: AIRJ - cik: 0001855474 - company_name: AirJoule Technologies Corp. - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.65 - calibrated_materiality_score: 0.65 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/ea180096-8k_power2.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-048589 - JSON: https://secwatch.observer/filing/0001213900-23-048589.json - Plain text: https://secwatch.observer/filing/0001213900-23-048589.txt ## Key facts - Governance Changes AirJoule Technologies Corp.: Amended certificate of incorporation to extend business combination deadline from June 14, 2023 to December 14, 2023, with optional one-month extensions up to March 14, 2024, and to eliminate the redemption limitation on net tangible assets (effective 2023-06-09). - Change: charter amendment - Effective: 2023-06-09 source text: On June 9, 2023, Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), filed with the Secretary of the State of Delaware an amendment (the “Charter Amendment”) to the Company’s amended and restated certificate of incorporation (the “Certificate”) comprised of the Extension Amendment and the Redemption Limitation Amendment (each, as defined below). evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - Shareholder Votes AirJoule Technologies Corp. shareholders approved To amend the Certificate to eliminate the Redemption Limitation to allow the Company to redeem public shares irrespective of net tangible assets test.. - Proposal: charter amendment - Outcome: passed source text: The Redemption Limitation Amendment Proposal - to approve and adopt the Redemption Limitation Amendment. Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - Shareholder Votes AirJoule Technologies Corp. shareholders voted on To approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies.. source text: The Adjournment Proposal - to approve the adjournment of the Special Meeting to a later date or dates, if necessary, (to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Proposals). Votes For Votes Against Abstentions Broker Non-Votes 28,831,063 2,076,885 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - Shareholder Votes AirJoule Technologies Corp. shareholders approved To amend the Certificate to extend the date by which the Company must consummate a business combination from June 14, 2023 to December 14, 2023, and allow further extensions.. - Proposal: charter amendment - Outcome: passed source text: The Extension Amendment Proposal - to approve and adopt the Extension Amendment. Votes For Votes Against Abstentions Broker Non-Votes 28,706,884 2,201,064 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - Shareholder Votes AirJoule Technologies Corp. shareholders approved To approve and ratify the appointment of Marcum LLP as the Company's independent accountants for the fiscal year ending December 31, 2023. at the 2023-12-31 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-12-31 source text: The Auditor Ratification Proposal - to approve and ratify the appointment of Marcum LLP as the Company's independent accountants for the fiscal year ended December 31, 2023. Votes For Votes Against Abstentions Broker Non-Votes 30,302,334 352,022 253,592 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm - Shareholder Votes AirJoule Technologies Corp. shareholders approved To re-elect Paul Gaynor as a Class I director to serve for a term of three years until 2026 or until his successor is elected and qualified.. - Proposal: director election - Outcome: passed source text: The Director Election Proposal - to re-elect Paul Gaynor as a Class I director of our board, to serve for a term of three years until 2026 or until his successor is elected and qualified. Class B Votes For Class B Votes Withheld Class B Common Stock Abstentions Class B Broker Non-Votes 7,157,500 0 0 N/A evidence_url: https://www.sec.gov/Archives/edgar/data/1855474/000121390023048589/0001213900-23-048589-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.