8-K
filed March 20, 2024, 7:59 PM ET
ticker AIRJ
CIK 0001855474
M&A
confidence high
sentiment neutral
materiality 0.90
AirJoule Technologies Corp. (AIRJ): auditor change — Montana Technologies closes merger with XPDB; 10.4M shares redeemed for $112.7M; trading begins under AIRJ
AirJoule Technologies Corp.
- Business combination consummated March 14; XPDB redemptions of 10,381,983 shares at ~$10.85/share.
- 53,823,412 total shares post-close (49.06M Class A, 4.76M Class B); 85.5% voting power held by legacy Montana holders.
- PIPE investor purchased 588,235 shares; lock-up agreements restrict ~32,382,023 shares.
- New board includes Matthew Jore (CEO), Stuart Porter, Max Baucus, Paul Dabbar, Patrick Eilers, Marwa Zaatari, Ajay Agrawal.
- Company no longer a shell; name changed to Montana Technologies Corporation; common stock and warrants trade on Nasdaq.
Key facts
Extracted from this filing and checked against the source text.
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
AirJoule Technologies Corp. engaged BDO USA, P.C. as its auditor.
- Action
- engagement
- Auditor
- BDO USA, P.C.
Exact text from the filing
On March 14, 2024, the Audit Committee of the Board approved the engagement of BDO USA, P.C. (“BDO”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2024, effective as of the Closing.
View on SEC.gov
Auditor Changes
SEC 8-K Item 4.01/4.02
confidence 0.9
AirJoule Technologies Corp. dismissed Marcum LLP as its auditor.
- Action
- dismissal
- Auditor
- Marcum LLP
- Successor
- BDO USA, P.C.
Exact text from the filing
On March 14, 2024, the Audit Committee of the Board dismissed Marcum LLP (“Marcum”), XPDB’s independent registered public accounting firm prior to the business combination, as the Company’s independent registered public accounting firm, effective upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AirJoule Technologies Corp.: Amended and restated certificate of incorporation became effective upon filing with Delaware Secretary of State on March 15, 2024 (effective 2024-03-15).
- Change
- charter amendment
- Effective
- 2024-03-15
Exact text from the filing
The Second Amended and Restated Certificate of Incorporation of the Post-Combination Company (the “Certificate of Incorporation”), which became effective upon filing with the Secretary of State of the State of Delaware on March 15, 2024, includes the amendments proposed by the Charter Proposal.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AirJoule Technologies Corp.: Board approved and adopted Amended and Restated Bylaws effective immediately prior to completion of the Business Combination on March 14, 2024 (effective 2024-03-14).
- Change
- bylaw amendment
- Effective
- 2024-03-14
Exact text from the filing
On March 14, 2024, the Board approved and adopted the Amended and Restated Bylaws of Montana (the “Bylaws”), which became effective immediately prior to the completion of the Business Combination.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AirJoule Technologies Corp.: Board approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors on March 14, 2024 (effective 2024-03-14).
- Change
- code of ethics
- Effective
- 2024-03-14
Exact text from the filing
In connection with the Closing, on March 14, 2024, the board of directors of the Company approved and adopted a new Code of Ethics and Conduct applicable to all employees, officers and directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
AirJoule Technologies Corp.: Company ceased being a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased being a shell company.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
AirJoule Technologies Corp. underwent a change of control involving Legacy Montana LLC (formerly Montana Technologies LLC) and XPDB Merger Sub, LLC (closed 2024-03-14).
- Action
- change of control
- Counterparty
- Legacy Montana LLC (formerly Montana Technologies LLC) and XPDB Merger Sub, LLC
- Closing
- 2024-03-14
Exact text from the filing
Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, the Business Combination was consummated on March 14, 2024 (the "Closing").
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
AirJoule Technologies Corp. entered into Lock-Up Agreements with the Sponsor and certain other holders of Montana capital stock valued at Approximately 32,382,023 shares of Class A common stock (effective 2024-03-14).
- Action
- entry
- Agreement
- merger
- Counterparty
- the Sponsor and certain other holders of Montana capital stock
- Value
- Approximately 32,382,023 shares of Class A common stock
- Effective
- 2024-03-14
Exact text from the filing
On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, the Sponsor and certain other holders of Montana capital stock entered into lock-up agreements (the “Lock-Up Agreements”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
AirJoule Technologies Corp. entered into Amended and Restated Registration Rights Agreement with XPDI Sponsor II LLC and certain other holders of Montana capital stock valued at Not disclosed (effective 2024-03-14).
- Action
- entry
- Agreement
- merger
- Counterparty
- XPDI Sponsor II LLC and certain other holders of Montana capital stock
- Value
- Not disclosed
- Effective
- 2024-03-14
Exact text from the filing
On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”), and certain other holders of Montana capital stock entered into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”).
View on SEC.gov
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