$AIRJ
AirJoule Technologies Corp. Stock $airj

$airj Overview Financials Valuation SEC Filings Company Website

2023 Q4 Form 10-K Financial Statement

#000121390024021392 Filed on March 11, 2024

Income Statement

Concept	2023 Q4	2023	2022
Revenue	$0.00	$0.00	$0.00
YoY Change
Cost Of Revenue
YoY Change
Gross Profit
YoY Change
Gross Profit Margin
Selling, General & Admin	$1.014M	$6.330M	$1.343M
YoY Change	232.93%	371.26%	241.84%
% of Gross Profit
Research & Development
YoY Change
% of Gross Profit
Depreciation & Amortization
YoY Change
% of Gross Profit
Operating Expenses	$1.014M	$6.330M	$1.343M
YoY Change	232.93%	371.26%	146.4%
Operating Profit		-$6.330M	-$1.343M
YoY Change		371.26%
Interest Expense	$1.406M	$9.126M	$4.188M
YoY Change	-42.73%	117.94%	465177.78%
% of Operating Profit
Other Income/Expense, Net	$0.00	$9.331M	$100.0K
YoY Change		9231.45%
Pretax Income	$392.7K	$3.002M	$2.844M
YoY Change	-81.74%	5.53%	-622.65%
Income Tax	$346.7K	$1.759M	$802.4K
% Of Pretax Income	88.29%	58.59%	28.21%
Net Earnings	$46.00K	$1.243M	$2.042M
YoY Change	-97.21%	-39.13%	-475.21%
Net Earnings / Revenue
Basic Earnings Per Share
Diluted Earnings Per Share	$0.00	$0.05	$0.06
COMMON SHARES
Basic Shares Outstanding
Diluted Shares Outstanding

Balance Sheet

Concept	2023 Q4	2023	2022
SHORT-TERM ASSETS
Cash & Short-Term Investments	$59.00K	$59.00K	$1.288M
YoY Change	-95.42%	-95.42%	-54.72%
Cash & Equivalents	$59.17K
Short-Term Investments
Other Short-Term Assets	$0.00	$0.00	$284.4K
YoY Change	-100.0%	-100.0%	-13.7%
Inventory
Prepaid Expenses
Receivables
Other Receivables
Total Short-Term Assets	$59.17K	$59.00K	$1.572M
YoY Change	-96.24%	-96.25%	-50.46%
LONG-TERM ASSETS
Property, Plant & Equipment	$3.832K
YoY Change
Goodwill
YoY Change
Intangibles
YoY Change
Long-Term Investments	$114.6M	$114.6M	$294.4M
YoY Change	-61.06%	-61.06%	1.38%
Other Assets			$0.00
YoY Change			-100.0%
Total Long-Term Assets	$114.6M	$114.6M	$294.4M
YoY Change	-61.06%	-61.06%	1.29%
TOTAL ASSETS
Total Short-Term Assets	$59.17K	$59.00K	$1.572M
Total Long-Term Assets	$114.6M	$114.6M	$294.4M
Total Assets	$114.7M	$114.7M	$296.0M
YoY Change	-61.25%	-61.25%	0.73%
SHORT-TERM LIABILITIES
YoY Change
Accounts Payable	$695.5K	$696.0K	$267.3K
YoY Change	160.2%	160.38%	-76.72%
Accrued Expenses	$5.738M	$7.743M	$1.535M
YoY Change	768.7%	404.38%	274.08%
Deferred Revenue
YoY Change
Short-Term Debt	$0.00	$0.00	$0.00
YoY Change
Long-Term Debt Due
YoY Change
Total Short-Term Liabilities	$9.511M	$9.511M	$1.802M
YoY Change	427.65%	427.67%	5.37%
LONG-TERM LIABILITIES
Long-Term Debt	$0.00	$0.00	$0.00
YoY Change
Other Long-Term Liabilities
YoY Change
Total Long-Term Liabilities	$0.00	$0.00	$0.00
YoY Change
TOTAL LIABILITIES
Total Short-Term Liabilities	$9.511M	$9.511M	$1.802M
Total Long-Term Liabilities	$0.00	$0.00	$0.00
Total Liabilities	$15.55M	$15.55M	$11.86M
YoY Change	31.04%	31.04%	0.78%
SHAREHOLDERS EQUITY
Retained Earnings	-$14.98M
YoY Change	62.95%
Common Stock
YoY Change
Preferred Stock
YoY Change
Treasury Stock (at cost)
YoY Change
Treasury Stock Shares
Shareholders Equity	-$14.98M	$99.15M	$284.1M
YoY Change
Total Liabilities & Shareholders Equity	$114.7M	$114.7M	$296.0M
YoY Change	-61.25%	-61.25%	0.73%

Cashflow Statement

Concept	2023 Q4	2023	2022
OPERATING ACTIVITIES
Net Income	$46.00K	$1.243M	$2.042M
YoY Change	-97.21%	-39.13%	-475.21%
Depreciation, Depletion And Amortization
YoY Change
Cash From Operating Activities	-$45.10K	-$1.977M	-$1.724M
YoY Change	-68.85%	14.67%
INVESTING ACTIVITIES
Capital Expenditures
YoY Change
Acquisitions
YoY Change
Other Investing Activities	-$190.0K	$188.9M	$167.6K
YoY Change	-213.4%	112630.83%	-100.06%
Cash From Investing Activities	-$190.0K	$188.9M	$167.6K
YoY Change	-213.4%	112628.81%	-100.06%
FINANCING ACTIVITIES
Cash Dividend Paid
YoY Change
Common Stock Issuance & Retirement, Net		$188.1M
YoY Change
Debt Paid & Issued, Net
YoY Change
Cash From Financing Activities	0.000	-$188.1M
YoY Change
NET CHANGE
Cash From Operating Activities	-45.10K	-$1.977M	-$1.724M
Cash From Investing Activities	-190.0K	$188.9M	$167.6K
Cash From Financing Activities	0.000	-$188.1M
Net Change In Cash	-235.1K	-$1.229M	-$1.557M
YoY Change	-1132.5%	-21.06%	-154.72%
FREE CASH FLOW
Cash From Operating Activities	-$45.10K	-$1.977M	-$1.724M
Capital Expenditures
Free Cash Flow
YoY Change

Facts In Submission

Frame	Concept Type	Concept / XBRL Key	Value	Unit
CY2023Q4	us-gaap	Preferred Stock Value PreferredStockValue		usd
CY2023Q4	us-gaap	Preferred Stock Shares Issued PreferredStockSharesIssued		shares
CY2023Q4	us-gaap	Additional Paid In Capital AdditionalPaidInCapital		usd
CY2022	xpdb	Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts		usd
CY2023Q4	ecd	Rule10b51 Arr Trmntd Flag Rule10b51ArrTrmntdFlag	false
CY2023	dei	Document Type DocumentType	10-K
CY2023	dei	Document Annual Report DocumentAnnualReport	true
CY2023	dei	Document Period End Date DocumentPeriodEndDate	2023-12-31
CY2023	dei	Current Fiscal Year End Date CurrentFiscalYearEndDate	--12-31
CY2023	dei	Document Fiscal Year Focus DocumentFiscalYearFocus	2023
CY2023	dei	Document Transition Report DocumentTransitionReport	false
CY2023	dei	Entity Registrant Name EntityRegistrantName	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
CY2023	dei	Entity Incorporation State Country Code EntityIncorporationStateCountryCode	DE
CY2023	dei	Entity File Number EntityFileNumber	001-41151
CY2023	dei	Entity Tax Identification Number EntityTaxIdentificationNumber	86-2962208
CY2023	dei	Entity Address Address Line1 EntityAddressAddressLine1	321 North Clark Street
CY2023	dei	Entity Address Address Line2 EntityAddressAddressLine2	Suite 2440
CY2023	dei	Entity Address City Or Town EntityAddressCityOrTown	Chicago
CY2023	dei	Entity Address State Or Province EntityAddressStateOrProvince	IL
CY2023	dei	Entity Address Postal Zip Code EntityAddressPostalZipCode	60654
CY2023	dei	City Area Code CityAreaCode	(312)
CY2023	dei	Local Phone Number LocalPhoneNumber	262-5642
CY2023	dei	Entity Well Known Seasoned Issuer EntityWellKnownSeasonedIssuer	No
CY2023	dei	Entity Voluntary Filers EntityVoluntaryFilers	No
CY2023	dei	Entity Current Reporting Status EntityCurrentReportingStatus	Yes
CY2023	dei	Entity Interactive Data Current EntityInteractiveDataCurrent	Yes
CY2023	dei	Entity Filer Category EntityFilerCategory	Non-accelerated Filer
CY2023	dei	Entity Small Business EntitySmallBusiness	true
CY2023	dei	Entity Emerging Growth Company EntityEmergingGrowthCompany	true
CY2023	dei	Entity Ex Transition Period EntityExTransitionPeriod	false
CY2023	dei	Icfr Auditor Attestation Flag IcfrAuditorAttestationFlag	false
CY2023	dei	Document Fin Stmt Error Correction Flag DocumentFinStmtErrorCorrectionFlag	false
CY2023	dei	Entity Shell Company EntityShellCompany	true
CY2023Q2	dei	Entity Public Float EntityPublicFloat	110325051	usd
CY2023Q4	ecd	Non Rule10b51 Arr Adopted Flag NonRule10b51ArrAdoptedFlag	false
CY2023Q4	ecd	Rule10b51 Arr Adopted Flag Rule10b51ArrAdoptedFlag	false
CY2023Q4	ecd	Non Rule10b51 Arr Trmntd Flag NonRule10b51ArrTrmntdFlag	false
CY2023	dei	Auditor Firm AuditorFirmId	688
CY2023	dei	Auditor Name AuditorName	Marcum llp
CY2023	dei	Auditor Location AuditorLocation	New York
CY2023Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	59167	usd
CY2022Q4	us-gaap	Cash And Cash Equivalents At Carrying Value CashAndCashEquivalentsAtCarryingValue	1287986	usd
CY2022Q4	us-gaap	Prepaid Expense Current PrepaidExpenseCurrent	284405	usd
CY2023Q4	us-gaap	Assets Current AssetsCurrent	59167	usd
CY2022Q4	us-gaap	Assets Current AssetsCurrent	1572391	usd
CY2023Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	114641527	usd
CY2022Q4	us-gaap	Assets Held In Trust Noncurrent AssetsHeldInTrustNoncurrent	294395846	usd
CY2023Q4	us-gaap	Assets Assets	114700694	usd
CY2022Q4	us-gaap	Assets Assets	295968237	usd
CY2023Q4	us-gaap	Accounts Payable Current AccountsPayableCurrent	695515	usd
CY2022Q4	us-gaap	Accounts Payable Current AccountsPayableCurrent	267297	usd
CY2023Q4	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	5737714	usd
CY2022Q4	us-gaap	Accrued Liabilities Current AccruedLiabilitiesCurrent	660491	usd
CY2023Q4	xpdb	Excise Tax Payable Current ExciseTaxPayableCurrent	1881321	usd
CY2023Q4	us-gaap	Taxes Payable Current TaxesPayableCurrent	171836	usd
CY2022Q4	us-gaap	Taxes Payable Current TaxesPayableCurrent	802367	usd
CY2023Q4	xpdb	Franchise Tax Payable Current FranchiseTaxPayableCurrent	124250	usd
CY2022Q4	xpdb	Franchise Tax Payable Current FranchiseTaxPayableCurrent	72289	usd
CY2023Q4	us-gaap	Liabilities Current LiabilitiesCurrent	9510636	usd
CY2022Q4	us-gaap	Liabilities Current LiabilitiesCurrent	1802444	usd
CY2023Q4	us-gaap	Deferred Revenue Noncurrent DeferredRevenueNoncurrent	6037500	usd
CY2022Q4	us-gaap	Deferred Revenue Noncurrent DeferredRevenueNoncurrent	10062500	usd
CY2023Q4	us-gaap	Liabilities Liabilities	15548136	usd
CY2022Q4	us-gaap	Liabilities Liabilities	11864944	usd
CY2023Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	114128755	usd
CY2022Q4	us-gaap	Temporary Equity Carrying Amount Attributable To Parent TemporaryEquityCarryingAmountAttributableToParent	293293429	usd
CY2023Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2022Q4	us-gaap	Preferred Stock Par Or Stated Value Per Share PreferredStockParOrStatedValuePerShare	0.0001
CY2023Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2022Q4	us-gaap	Preferred Stock Shares Authorized PreferredStockSharesAuthorized	1000000	shares
CY2023Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-14976916	usd
CY2022Q4	us-gaap	Retained Earnings Accumulated Deficit RetainedEarningsAccumulatedDeficit	-9190855	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-14976197	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-9190136	usd
CY2023Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	114700694	usd
CY2022Q4	us-gaap	Liabilities And Stockholders Equity LiabilitiesAndStockholdersEquity	295968237	usd
CY2023	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	5889740	usd
CY2022	us-gaap	General And Administrative Expense GeneralAndAdministrativeExpense	887745	usd
CY2023	us-gaap	Franchisor Costs FranchisorCosts	200000	usd
CY2022	us-gaap	Franchisor Costs FranchisorCosts	215408	usd
CY2023	us-gaap	Operating Income Loss OperatingIncomeLoss	-6329740	usd
CY2022	us-gaap	Operating Income Loss OperatingIncomeLoss	-1343153	usd
CY2023	xpdb	Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts	205275	usd
CY2023	us-gaap	Investment Income Interest InvestmentIncomeInterest	9126178	usd
CY2022	us-gaap	Investment Income Interest InvestmentIncomeInterest	4187504	usd
CY2023	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	9331453	usd
CY2022	us-gaap	Nonoperating Income Expense NonoperatingIncomeExpense	4187504	usd
CY2023	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	3001713	usd
CY2022	us-gaap	Income Loss From Continuing Operations Before Income Taxes Extraordinary Items Noncontrolling Interest IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest	2844351	usd
CY2023	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	1758720	usd
CY2022	us-gaap	Income Tax Expense Benefit IncomeTaxExpenseBenefit	802367	usd
CY2023	us-gaap	Net Income Loss NetIncomeLoss	1242993	usd
CY2022	us-gaap	Net Income Loss NetIncomeLoss	2041984	usd
CY2021Q4	us-gaap	Stockholders Equity StockholdersEquity	-8313691	usd
CY2022	us-gaap	Temporary Equity Issue Period Increase Or Decrease TemporaryEquityIssuePeriodIncreaseOrDecrease	-2918429	usd
CY2022	us-gaap	Net Income Loss NetIncomeLoss	2041984	usd
CY2022Q4	us-gaap	Stockholders Equity StockholdersEquity	-9190136	usd
CY2023	us-gaap	Temporary Equity Issue Period Increase Or Decrease TemporaryEquityIssuePeriodIncreaseOrDecrease	-8967458	usd
CY2023	xpdb	Excise Taxes Payable Attributable To Redemption Of Common Stock ExciseTaxesPayableAttributableToRedemptionOfCommonStock	-1881321	usd
CY2023	us-gaap	Adjustments To Additional Paid In Capital Other AdjustmentsToAdditionalPaidInCapitalOther	3819725	usd
CY2023	us-gaap	Net Income Loss NetIncomeLoss	1242993	usd
CY2023Q4	us-gaap	Stockholders Equity StockholdersEquity	-14976197	usd
CY2023	us-gaap	Net Income Loss NetIncomeLoss	1242993	usd
CY2022	us-gaap	Net Income Loss NetIncomeLoss	2041984	usd
CY2023	us-gaap	Investment Income Interest InvestmentIncomeInterest	9126178	usd
CY2022	us-gaap	Investment Income Interest InvestmentIncomeInterest	4187504	usd
CY2023	xpdb	Other Income Attributable To Derecognition Of Deferred Underwriting Fee Allocated To Offering Costs OtherIncomeAttributableToDerecognitionOfDeferredUnderwritingFeeAllocatedToOfferingCosts	205275	usd
CY2023	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-284405	usd
CY2022	us-gaap	Increase Decrease In Prepaid Expense IncreaseDecreaseInPrepaidExpense	-329567	usd
CY2023	us-gaap	Increase Decrease In Due To Related Parties IncreaseDecreaseInDueToRelatedParties	900000	usd
CY2023	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	428218	usd
CY2022	us-gaap	Increase Decrease In Accounts Payable IncreaseDecreaseInAccountsPayable	-880791	usd
CY2023	us-gaap	Increase Decrease In Accrued Liabilities IncreaseDecreaseInAccruedLiabilities	5077223	usd
CY2022	us-gaap	Increase Decrease In Accrued Liabilities IncreaseDecreaseInAccruedLiabilities	250114	usd
CY2023	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	-630531	usd
CY2022	us-gaap	Increase Decrease In Accrued Income Taxes Payable IncreaseDecreaseInAccruedIncomeTaxesPayable	802367	usd
CY2023	xpdb	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	51961	usd
CY2022	xpdb	Increase Decrease Franchise Tax Payable IncreaseDecreaseFranchiseTaxPayable	-79906	usd
CY2023	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-1977184	usd
CY2022	us-gaap	Net Cash Provided By Used In Operating Activities NetCashProvidedByUsedInOperatingActivities	-1724169	usd
CY2023	xpdb	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	2548365	usd
CY2022	xpdb	Investment Income Released From Trust Account To Pay For Taxes InvestmentIncomeReleasedFromTrustAccountToPayForTaxes	167553	usd
CY2023	xpdb	Cash Withdrawn For Redemptions CashWithdrawnForRedemptions	-188132132	usd
CY2023	xpdb	Extension Payments Deposited In Trust Account ExtensionPaymentsDepositedInTrustAccount	1800000	usd
CY2023	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	188880497	usd
CY2022	us-gaap	Net Cash Provided By Used In Investing Activities NetCashProvidedByUsedInInvestingActivities	167553	usd
CY2023	us-gaap	Payments For Repurchase Of Common Stock PaymentsForRepurchaseOfCommonStock	188132132	usd
CY2023	us-gaap	Net Cash Provided By Used In Financing Activities NetCashProvidedByUsedInFinancingActivities	-188132132	usd
CY2023	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-1228819	usd
CY2022	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents Period Increase Decrease Excluding Exchange Rate Effect CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect	-1556616	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	1287986	usd
CY2021Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	2844602	usd
CY2023Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	59167	usd
CY2022Q4	us-gaap	Cash Cash Equivalents Restricted Cash And Restricted Cash Equivalents CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents	1287986	usd
CY2023	us-gaap	Income Taxes Paid Net IncomeTaxesPaidNet	2389251	usd
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CY2022	us-gaap	Stock Issued1 StockIssued1	2918429	usd
CY2023	xpdb	Excise Tax Payable Attributable To Redemption Of Common Stock ExciseTaxPayableAttributableToRedemptionOfCommonStock	1881321	usd
CY2023	xpdb	Waived Deferred Underwriting Discounts WaivedDeferredUnderwritingDiscounts	4025000	usd
CY2023	us-gaap	Nature Of Operations NatureOfOperations	<p style="font: 10pt Times New Roman, Times, Serif; text-align: left; margin: 0pt"><b>NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS</b></p> <p style="text-align: left; font: 10pt Times New Roman, Times, Serif; margin: 0pt 1.35pt 0pt 0"><b> </b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Power & Digital Infrastructure Acquisition II Corp. (the “Company”) is a blank check company incorporated in Delaware on March 23, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">As of December 31, 2023, the Company had not commenced any operations. All activity for the period from March 23, 2021 (inception) through December 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), as described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company’s sponsor is XPDI Sponsor II LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on December 9, 2021. On December 14, 2021, the Company consummated its Initial Public Offering of 28,750,000 units (the “Units” and, with respect to the Class A common stock, $0.0001 par value per share (“Class A common stock”) included in the Units being offered, the “Public Shares”), which included the exercise of the underwriters’ option to purchase an additional 3,750,000 Units at the initial public offering price to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $20.7 million, of which approximately $10.1 million was for deferred underwriting fees (see Note 5).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 11,125,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant to the Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc., an unrelated party (the “Anchor Investors”), generating proceeds of approximately $11.1 million (Note 4).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Upon the closing of the Initial Public Offering and the Private Placement, approximately $290.4 million ($10.10 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">While the Company’s management has broad discretion with respect to the specific application of the cash held outside of the Trust Account, substantially all of the net proceeds from the Initial Public Offering and the sale of the Private Placement Warrants, which are placed in the Trust Account, are intended to be applied generally toward completing a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable by us on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company will provide the holders (the “Public Stockholders”) of the Company’s Public Shares with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially at $10.10 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). All of the Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a stockholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”). These Public Shares were recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the initial stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Amended and Restated Certificate of Incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On May 5, 2023, the Company filed a preliminary proxy statement (the “Proxy Statement”) for the solicitation of proxies in connection with the special meeting in lieu of Annual Meeting of the Company’s stockholders (the “Special Meeting”) to consider and vote on, among other proposals, the extension of the date by which the Company must consummate an initial Business Combination from June 14, 2023 (the “Initial Outside Date”) to December 14, 2023 (such date, the “Extended Date”), and to allow the Company, without another stockholder vote, by resolution of the Company’s board of directors to elect to further extend the Extended Date in one-month increments up to three additional times, or a total of up to nine months after the Initial Outside Date, until March 14, 2024 (the “Combination Period”), unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by our board of directors to be in the best interests of the Company (such proposal, the “Extension Amendment Proposal”), and the amendment of the Company’s amended and restated certificate of incorporation to remove the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act, as amended, (or any successor rule)) of less than $5,000,001 (such proposal, the “Redemption Limitation Amendment Proposal”).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: left; text-indent: 0.5in">At the Special Meeting on June 9, 2023, the Company’s stockholders approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal. In connection with the stockholders’ vote at the Special Meeting, the stockholders elected to redeem 18,141,822 shares of Class A common stock at a redemption price of approximately $10.37 per share, for an aggregate redemption amount of $188,132,132 (the “Redemption”). After the satisfaction of the Redemption, the balance in the Trust Account as of December 31, 2023 was approximately $114,641,527. Upon completion of the Redemption, 10,608,178 shares of Class A common stock and 7,187,500 shares of Class B common stock remain issued and outstanding.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 29.15pt"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In connection with the approval of the Extension Amendment Proposal, the company deposited $300,000 in the Trust Account on June 15, 2023, July 10, 2023 and August 10, 2023 and the sponsor deposited $300,000 in the Trust Account on September 8, 2023, October 10, 2023, and November 9, 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On December 12, 2023, January 10, 2024 and February 8, 2024, pursuant to Paragraph TWENTY FOURTH of the Amended and Restated Certificate of Incorporation, the Company’s board of directors approved an extension of the Deadline Date (as defined in the Amended and Restated Certificate of Incorporation) from December 14, 2023 to January 14, 2023, from January 14, 2023 to February 14, 2023 and from February 14, 2024 to March 14, 2024, respectively.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On August 7, 2023 and September 8, 2023, a previous target of a potential business combination paid the Company $300,000 and $200,000, respectively, as a partial reimbursement of expenses incurred by the Company in connection with due diligence and negotiations and related activities with respect to such potential business combination, which were terminated in March of 2023.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On December 14, 2023, the Company and Continental Stock Transfer & Trust Company (“CST”) entered into Amendment No. 1 to Investment Management Trust Agreement, dated December 9, 2021, by and between the Company and CST, to allow CST, upon written instruction of the Company, to (i) hold the funds in the Company’s Trust Account uninvested, (ii) hold the funds in an interest-bearing bank demand deposit account or (iii) invest and reinvest the funds in solely United States government securities having a maturity of 185 days or less, or in money market funds that invest only in direct U.S. government treasury obligations.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 36pt">If the Company is unable to complete a Business Combination within the Combination Period, as it may be extended, or such later date as approved by holders of a majority of the voting power of the Company’s then outstanding shares of common stock that are voted at a meeting to extend such Combination Period, voting together as a single class, or the Board in accordance with the Company’s amended and restated certificate of incorporation, the Company will (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable by us), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any); and (3) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Company’s board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The holders of the Founder Shares (the “initial stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other provisions of the Amended and Restated Certificate of Incorporation relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"></p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-indent: 36pt">The initial stockholders and Anchor Investors agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial stockholders and Anchor Investors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.80, based on the balance of the trust account as of December 29, 2023. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement (a “Target”), reduce the amount of funds in the Trust Account to below (i) the $10.10 per Public Share initially deposited in the Trust Account, or (ii) the lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the Trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><b><i>Merger Agreement</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On June 5, 2023, the Company and XPDB Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“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 (“Montana”), pursuant to which Merger Sub will merge with and into Montana, with Montana surviving the Merger as a wholly owned subsidiary of the Company (the “Merger” and, along with the transactions contemplated in the Merger Agreement, the “Proposed Transactions”). Following the closing of the Proposed Transactions (the “Closing”), the Company will be renamed “Montana Technologies Corporation” (the “Combined Company”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">As part of the Transactions, equity holders of Montana will receive aggregate consideration of approximately $421.9 million (subject to adjustment as described in the Merger Agreement), payable (i) in the case of Class B and holders of Class C common units of Montana (after giving effect to the conversion of all outstanding preferred units of Montana into Class B common units, which conversion will occur prior to the Closing), newly issued shares of Class A common stock, par value $0.0001 per share, of the Combined Company (“Combined Company Class A common stock”), with a value ascribed to each share of Combined Company Class A common stock of $10.00, (ii) in the case of holders of Class A common units of Montana, newly issued shares of Class B common stock, par value $0.0001 per share, of the Combined Company (“Combined Company Class B common stock”), which Combined Company Class B common stock will have a number of votes per share such that the equity holders of Montana as of immediately prior to the Closing will collectively own at least 80% of the voting power of all classes of stock of the Combined Company entitled to vote immediately following the Closing and (iii) in the case of Montana’s option holders and warrant holders, options and warrants of the Combined Company, respectively, having substantially similar terms to the applicable options and warrants of Montana.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Montana’s equity holders (other than warrant holders) will also have the opportunity to receive additional equity consideration (in each case, in accordance with their respective pro rata share) in the form of shares of Combined Company Class A common stock with a $10.00 value ascribed to each share (the “Earnout Shares”), only upon full completion of construction and operational viability (including all permitting, regulatory approvals and necessary or useful inspections) of new production capacity of Montana’s key components or assemblies based solely on demand from bona fide customer commitments evidenced by binding contracts (or in the discretion of a majority of the independent members of the board of directors of the Combined Company, a non-binding letter of intent or indication of interest or similar writing that is substantially likely to become a binding contract) with a known price or pricing formula that exceeds a level of production capacity that is expected to generate Annualized EBITDA of more than $150,000,000 (the “Threshold Annualized EBITDA”), which shall be determined by a majority of the independent members of the board of directors of the Combined Company in its sole discretion, equal to (i) the ratio of (x) (1) the Annualized EBITDA that is expected from such new production capacity (the “Expected Annualized EBITDA”) less (2) (A) the Threshold Annualized EBITDA plus (B) all previously Expected Annualized EBITDA amounts associated with previous new production capacities for which previous earnouts were achieved, divided by (y) $150,000,000 multiplied by (ii) $200,000,000, provided that the aggregate Expected Annualized EBITDA may not exceed $300,000,000. The maximum value of the Earnout Shares will be capped at $200 million and the ability to receive Earnout Shares will expire on the fifth anniversary of the Closing. A majority of the independent members of the board of directors of the Combined Company then serving will have sole discretion in determining, among other things, the achievement of the applicable milestones, the calculations of payments of Earnout Shares to the applicable Montana equity holders, the dates on which construction and operational viability of new production capacity is deemed completed and whether to consent to a transfer of the applicable Montana equity holder’s right to receive Earnout Shares. Earnout Shares issuable in respect of Montana options outstanding as of immediately prior to the effective time of the Merger may be issued to the holder of such Montana option only if such holder continues to provide services (whether as an employee, director or individual independent contractor) to the Combined Company or one of its subsidiaries through the date on which such Earnout Shares are issued, as determined by a majority of the independent members of the Combined Company Board. As of the date of the Merger Agreement, 100.0% of the total outstanding Class A common units of Montana and 72.7% of the total outstanding Class B common units of Montana (or an aggregate of approximately 76.6% of the total outstanding Class A common units and Class B common units of Montana in the aggregate) were held by unitholders that are expected to continue as directors, officers or employees of the Combined Company. The retention of certain holders of options of Montana who will continue as directors, officers or employees of the Combined Company (whose responsibilities are expected to include continued technology development and commercial execution) is integral to the achievement of the milestones that will determine whether Earnout Shares are payable. Montana does not believe that such targets are achievable absent the continued involvement of such persons. The Combined Company is expected to provide competitive compensation, benefits and equity awards (pursuant to the terms of the Montana Technologies Corporation 2023 Incentive Award Plan) to these individuals following the Merger in order to incentivize these individuals to continue to provide services to the Combined Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><b><i>Sponsor Support Agreement</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In connection with the execution of the Merger Agreement, the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) with the Company, Montana and other holders of the Company’s Class B common stock, $0.0001 par value per share (“Class B common stock”).</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Sponsor Support Agreement provides that as of immediately prior to (but subject to) the Closing, 1,380,736 (or 20%) of the Class B common stock held by the Sponsor as of the Closing will be subject to certain time and performance-based vesting provisions.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Sponsor Support Agreement will terminate on the earlier of (i) the date the Proposed Transactions become effective or (ii) the termination of the Merger Agreement in accordance with its terms.</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><b><i>Investment Agreement</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">On September 29, 2023, the Company entered into an Investment Agreement (the “Investment Agreement”) with Montana Technologies LLC (“Montana”), Contemporary Amperex Technology Co., Limited (“CATL”), CATL US Inc., an affiliate of CATL (“CATL US”) and Contemporary Amperex Technology USA Inc. an affiliate of CATL (“CATL USA,” and, together with CATL US and CATL, the “CATL Parties”), pursuant to which the CATL Parties agreed, among other things, that they will not, directly or indirectly, (i) acquire any additional units of the Company following the consummation of its proposed business combination with Montana (the “Business Combination,” and such surviving company, the “Post-Combination Company”), (ii) seek election to, or to place a representative on, Montana’s board of managers or the board of directors of the Post-Combination Company, or (iii) acquire any securities of the Post-Combination Company if, following such acquisition, the CATL Parties and their affiliates would hold, in the aggregate, an interest in the Post-Combination Company of greater than 9.8% on either an economic or voting basis (the “CATL Ownership Limit”). In the event the CATL Parties and their affiliates exceed the CATL Ownership Limit, the CATL Parties have agreed, following written notice from the Post-Combination Company, to divest within five business days such number of Post-Combination Company securities as shall be necessary to cause the CATL Ownership Limit not to be exceeded. In addition, at any time the CATL Ownership Limit is exceeded, the CATL Parties have agreed to vote any voting power they hold in excess of 9.8% in accordance with the recommendation of the board of directors of the Post-Combination Company.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The CATL Parties agreed that they will not, and will cause their affiliates not to, access, obtain, or seek to access or obtain Montana or the Post-Combination Company’s trade secrets, know-how, or other confidential, proprietary, or competitively sensitive information (excluding any such information that Montana is obligated to provide to CATL US, CAMT, or CAMT’s subsidiaries pursuant to that certain Amended and Restated Joint Venture Agreement for CAMT, dated as of September 29, 2023, by and among Montana, CAMT Climate Solutions, Ltd. (“CAMT”) and CATL US), including by reverse engineering, or seeking to reverse engineer, any of Montana’s products.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Montana has agreed to use its reasonable best efforts to assist CATL USA in selling, prior to the consummation of the Business Combination, units of Montana representing at least 2% of Montana’s issued and outstanding units at a price per unit that is not materially lower than the price per unit implied by the valuation of Montana in connection with the Business Combination. In so assisting CATL USA, Montana is not obligated to incur any expenses or grant any concessions, nor is it obligated to prioritize any sale by CATL USA over its own capital raising or financing activities.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Investment Agreement contains customary representations and warranties and may be terminated only with the written consent of the parties thereto.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><b><i>Liquidity, Capital Resources and Going Concern</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">As of December 31, 2023, the Company had approximately $59,000 in cash and working capital deficit of approximately $9.5 million.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company’s liquidity needs prior to the consummation of the Initial Public Offering were satisfied through the payment of $25,000 from the Sponsor to cover certain offering costs on behalf of the Company in exchange for issuance of Founder Shares (as defined in Note 4) and a loan from a related party of approximately $115,000 under the Note (as defined in Note 4). The Company fully repaid the Note on December 17, 2021. Subsequent to the consummation of the Initial Public Offering, the Company’s liquidity has been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside of the Trust Account.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds under the Working Capital Loans (as defined and described in Note 4).</p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements – Going Concern,” management has determined that the liquidity needs, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern, which is considered to be one year from the issuance of these financial statements. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after March 14, 2024. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date, as it may be extended. Over this time period, the Company will be using the funds outside of the Trust Account for paying existing accounts payable and meeting conditions to closing the Business Combination. See Note 10 – Subsequent Events, of the Notes to Consolidated Financial Statements included in “Item 8. Financial Statements and Supplementary Data” of this report.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern through one year from the issuance date of these financial statements. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"><b><i>Risks and Uncertainties</i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Management is currently evaluating the impact of the COVID-19 pandemic on the Company and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a Target, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. The recent military conflict between Israel and militant groups led by Hamas has also caused uncertainty in the global markets. Further, the impact of these actions and related sanctions on the world economy are not determinable as of the date of these financial statements.</p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: left; text-indent: 0.5in">Certain purported shareholders of the Company sent demand letters (the “Demands”) alleging deficiencies and/or omissions in the Registration Statement on Form S-4, filed by the Company on August 9, 2023. The Demands seek additional disclosures to remedy these purported deficiencies.</p>
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2023 Q4 Form 10-K Financial Statement

#000121390024021392 Filed on March 11, 2024

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$AIRJ AirJoule Technologies Corp. Stock $airj

2023 Q4 Form 10-K Financial Statement

#000121390024021392 Filed on March 11, 2024

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$AIRJ
AirJoule Technologies Corp. Stock $airj