8-K
filed March 14, 2024, 7:59 PM ET
ticker AIRJ
CIK 0001855474
M&A
confidence high
sentiment positive
materiality 0.80
XPDB closes business combination with Montana Technologies; shares to trade as AIRJ
AirJoule Technologies Corp.
- Shareholders approved all proposals at March 8 meeting; 13.1M shares voted for the business combination.
- Public shareholders redeemed 10,381,983 shares at ~$10.85 each, totaling $112.7M.
- Total capital commitments exceeded $50M minimum cash condition; investors include Carrier, GE Vernova, Rice Investment Group.
- Combined company renamed Montana Technologies Corp.; common stock and warrants begin trading on NASDAQ as AIRJ and AIRJW on March 15, 2024.
- PIPE investor subscribed for 588,235 shares at closing, with up to 840,336 additional shares eligible at one-year anniversary.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
AirJoule Technologies Corp. entered into Subscription Agreement (effective 2024-03-08).
- Action
- entry
- Agreement
- equity purchase
- Effective
- 2024-03-08
Exact text from the filing
On March 8, 2024, in connection with the Business Combination (as defined below), Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“XPDB”) entered into a subscription agreement (the “Subscription Agreement”) with a certain investor (the “PIPE Investor”), pursuant to which, among other things, the PIPE Investor has agreed to subscribe for and purchase from XPDB, and XPDB has agreed to issue and sell to the PIPE Investor, an aggregate of 588,235 newly issued shares of XPDB’s Class A common stock, par value $0.0001 (“Class A Common Stock”) on the terms and subject to the conditions set forth therein.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Nasdaq Proposal at the 2024-03-08 meeting.
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Nasdaq Proposal : For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Incentive Plan Proposal at the 2024-03-08 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Incentive Plan Proposal : For Against Abstain Broker Non-Votes 12,642,646 649,818 2 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Extension Amendment Proposal at the 2024-03-12 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-12
Exact text from the filing
The Extension Amendment Proposal : Votes For Votes Against Abstentions Broker Non-Votes 11,828,336 826,523 50 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Director Election Proposal at the 2024-03-08 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Director Election Proposal : Matthew Jore (Class I) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Stuart Porter (Class I) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Maxwell Baucus (Class II) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Paul Dabbar (Class II) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Patrick C. Eilers (Class III) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A Dr. Marwa Zaatari (Class III) For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Governance Proposal at the 2024-03-08 meeting.
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Governance Proposal : Advisory Proposal 3A: Changes to Authorized Capital Stock For Against Abstain Broker Non-Votes 12,729,525 562,939 2 N/A Advisory Proposal 3B: Dual Class Stock Structure For Against Abstain Broker Non-Votes 12,242,146 900,318 150,002 N/A Advisory Proposal 3C: Required Vote to Amend the Charter For Against Abstain Broker Non-Votes 12,242,671 899,793 150,002 N/A Advisory Proposal 3D: Required Vote to Amend the Bylaws For Against Abstain Broker Non-Votes 12,242,671 899,793 150,002 N/A Advisory Proposal 3E: Director Removal For Against Abstain Broker Non-Votes 12,579,550 562,914 150,002 N/A Advisory Proposal 3F: Removal of Blank Check Company Provisions For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A Advisory Proposal 3G: Change of XPDB’s Name For Against Abstain Broker Non-Votes 12,977,869 164,595 150,002 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Business Combination Proposal at the 2024-03-08 meeting.
- Proposal
- merger approval
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Business Combination Proposal : For Against Abstain Broker Non-Votes 13,127,869 164,595 2 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Employee Stock Purchase Plan Proposal at the 2024-03-08 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Employee Stock Purchase Plan Proposal : For Against Abstain Broker Non-Votes 12,877,844 164,620 2 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
AirJoule Technologies Corp. shareholders approved The Charter Proposal at the 2024-03-08 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-03-08
Exact text from the filing
The Charter Proposal : Class A Common Stock Vote For Against Abstain Broker Non-Votes 12,790,990 501,474 2 N/A Class B Common Stock Vote For Against Abstain Broker Non-Votes 7,187,500 0 0 N/A
View on SEC.gov
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