{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-009849","form_type":"8-K","ticker":"AIRJ","cik":"0001855474","company_name":"AirJoule Technologies Corp.","filed_at":"2024-02-05T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.045340+00:00","generated_at":"2026-06-06T09:21:37.751321+00:00","sec_items":["1.01","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"medium","headline":"XPDB lowers minimum business combination proceeds condition from $85M to $50M","bullets":["First Amendment to Business Combination Agreement reduces required Aggregate Transaction Proceeds from $85M to $50M.","Amendment also updates definition of Aggregate Transaction Proceeds; dated February 5, 2024.","Shareholder special meeting record date set for February 8, 2024; definitive proxy mailed January 18, 2024.","Investor presentation filed as Exhibit 99.1 to market the deal, but no specific financial projections included in the filing."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-009849","json":"https://secwatch.observer/filing/0001213900-24-009849.json","markdown":"https://secwatch.observer/filing/0001213900-24-009849.md","text":"https://secwatch.observer/filing/0001213900-24-009849.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1855474/000121390024009849/0001213900-24-009849-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1855474/000121390024009849/ea192799-8k425_power2.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T09:21:37.751321+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"451af208b036e845cc92dd1034f66f41555fed80","claim":"AirJoule Technologies Corp. entered into First Amendment to Agreement and Plan of Merger with Montana Technologies, LLC valued at Amendment reducing Aggregate Transaction Proceeds condition from $85 million to $50 million (effective 2024-02-05).","evidence_excerpt":"Item 1.01 Entry into a Material Definitive Agreement. On February 5, 2024, Power & Digital Infrastructure Acquisition II Corp. (“XPDB”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”) and Montana Technologies, LLC, a Delaware limited liability company (“Montana”) entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”), amending that certain Agreement and Plan of Merger, dated June 5, 2023, by and among XPDB, Merger Sub and Montana (the “Business Combination Agreement”), to, among other things, (i) amend the definition of Aggregate Transaction Proceeds and (ii) reduce the Aggregate Transaction Proceeds condition from $85 million to $50 million.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1855474/000121390024009849/0001213900-24-009849-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"merger"},{"label":"Counterparty","value":"Montana Technologies, LLC"},{"label":"Value","value":"Amendment reducing Aggregate Transaction Proceeds condition from $85 million to $50 million"},{"label":"Effective","value":"2024-02-05"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}