In the news release, Power & Digital Infrastructure
Acquisition II Corp. (XPDB) and Montana Technologies Exceed
$50 Million in Private Capital
Commitments, Led by Carrier and Rice Investment Group, Expected to
Satisfy Minimum Cash Condition and Clears the Way for Montana's Planned Business Combination with
XPDB Currently Scheduled for March 12th,
2024, issued 04-Mar-2024 by
Montana Technologies over PR Newswire, we are advised by the
company that the Ajay Agrawal quote in the third paragraph has been
replaced. The complete, corrected release follows:
Power & Digital Infrastructure Acquisition II Corp. (XPDB) and
Montana Technologies Exceed $50 Million in Private Capital
Commitments, Led by Carrier and Rice Investment Group, Expected to
Satisfy Minimum Cash Condition and Clears the Way for Montana's
Planned Business Combination with XPDB Currently Scheduled for
March 12th, 2024
Fuels Launch of Recently Announced Joint
Venture Between GE Vernova and
Montana Technologies to Commercialize the AirJoule®
Technology for Atmospheric Water Generation and Carrier Air
Conditioning Products
Parties Will Leverage a Global Supply
Agreement With BASF, One of the World's Largest Chemical
Companies and Manufacturer of Adsorbent Material at Scale, and
Strategic Partnerships with CATL, the U.S. Department of
Energy, and the Rice Investment Group
RONAN,
Mont., March 4, 2024 /PRNewswire/ -- Montana
Technologies LLC ("Montana") today
announced the execution of commitments by third parties to invest
in excess of $50 million led by
Carrier and Rice Investment Group. The private capital commitments
are expected to satisfy the minimum cash condition and clear the
way for Montana's planned business
combination with Power & Digital Infrastructure Acquisition II
Corp. (NASDAQ: XPDB, XPDBU, XPDBW), which is currently scheduled
for March 12th,
2024.
"We are incredibly fortunate to have financial backing from, and
industrial partnerships with, GE Vernova, Carrier, BASF, CATL, and
the Rice Family," said Matt Jore,
CEO of Montana. "Their combined
support and technical expertise will help scale the production of
Montana Technologies' AirJoule® solution,
supporting our efforts to tackle two of the planet's largest
challenges -- growth of comfort cooling and demand for water."
Ajay Agrawal, Senior Vice President, Global Services, Business
Development & Chief Strategy Officer, Carrier, said, "We are
committed to investing in both sustainable and disruptive solutions
that will better our planet for generations to come. That's why we
are excited to be joined by the Rice Investment Group to capitalize
the launch of our joint efforts with Montana and GE Vernova to commercialize a new
line of high-efficiency air conditioning systems."
The AirJoule® joint venture, which will be
called AirJoule LLC, will also leverage a global supply agreement
with BASF to produce the new sorbent materials at production scale.
The joint venture follows the recent execution of an agreement
between Montana and Carrier Corp. to commercialize the
AirJoule® technology in Carrier's heating,
ventilation, and air conditioning (HVAC) products throughout the
Americas, Europe, India, and the Middle East.
The AirJoule® system utilizes a
self-regenerating pressure swing adsorption method to harvest
thermal energy and pure water from air. Incorporating GE Vernova's
sorbent innovations into this proprietary system has the potential
to reduce electricity consumption as compared to conventional air
conditioning cooling systems, resulting in a corresponding
reduction in carbon emissions as well as a reduction, or in some
cases elimination, of the use of refrigerants. In addition, the
combined technologies are expected to be able to harvest pure,
PFAS-free water from air at low costs, offering a potential
solution to water scarcity around the world.
Pat Eilers, CEO of XPDB, said,
"Having secured more than $50 million
of committed financing, we anticipate being able to satisfy the
minimum cash condition, which will clear the way for the closing of
the business combination with Montana Technologies currently
scheduled for March 12th, which is a testament to
its transformational technology, global supplier, manufacturing,
and commercialization partners in BASF, GE Vernova, CATL, and
Carrier. AirJoule® is ideally situated to
capitalize on a $455 billion TAM for
HVAC and air-to-water applications."
About Montana Technologies
Montana Technologies is an
atmospheric thermal energy and water harvesting technology company
that provides efficient and sustainable air conditioning and pure
water from air through its transformational
AirJoule® technology. For more information,
visit www.mt.energy.
About Carrier
Carrier Global Corporation, global
leader in intelligent climate and energy solutions, is committed to
creating solutions that matter for people and our planet for
generations to come. From the beginning, we've led in inventing new
technologies and entirely new industries. Today, we continue to
lead because we have a world-class, diverse workforce that puts the
customer at the center of everything we do. For more information,
visit corporate.carrier.com or follow Carrier on social
media at @Carrier.
About Rice Investment Group
Rice Investment Group
(Rice, RIG) is a multi-strategy investment fund backed by the Rice
family. The Rice family founded Rice Energy, an Appalachian Basin
focused natural gas operator that later merged with EQT Corporation
to form the largest natural gas producer in North America. RIG
invests in all verticals of the energy sector and focuses on
situations where its technical, operational, and strategic
expertise can add shareholder value. Rice has also sponsored two
SPACs, Rice Acquisition Corp I (combined with Archaea Energy and
Aria Energy, later sold to bp for $4 billion) and Rice
Acquisition Corp II (combined with NET Power for $1.5
billion, NYSE: NPWR). For more information,
visit www.riceinvestmentgroup.com.
About Power & Digital Infrastructure Acquisition II
Corp
Power & Digital Infrastructure Acquisition II Corp
(XPDB) is a blank check company incorporated
in Delaware for the purpose of effecting a merger,
capital stock exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
Forward Looking Statements
Certain statements in this
press release may be considered "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995 and
within the meaning of the federal securities laws with respect to
the Proposed Business Combination between XPDB and Montana, including statements regarding the
benefits of the Proposed Business Combination, the anticipated
timing of the Proposed Business Combination, the likelihood and
ability of the parties to successfully consummate the Proposed
Business Combination, the amount of funds available in the trust
account as a result of shareholder redemptions or otherwise, the
amount of funds to be invested by Rice, the impact, cost and
performance of the AirJoule® technology once commercialized,
the services offered by Montana
and the markets in which Montana
operates, business strategies, debt levels, industry environment,
potential growth opportunities, the effects of regulations and
XPDB's or Montana's projected
future results. These forward-looking statements generally are
identified by the words "believe," "predict," "project,"
"potential," "expect," "anticipate," "estimate," "intend,"
"strategy," "future," "forecast," "opportunity," "plan," "may,"
"should," "will," "would," "should," "will be," "will continue,"
"will likely result," and similar expressions (including the
negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
Proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of XPDB
securities; (ii) the risk that the Proposed Business Combination
may not be completed by XPDB's business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by XPDB; (iii) the failure to
satisfy the conditions to the consummation of the Proposed Business
Combination, including the approval of the Proposed Business
Combination by XPDB's stockholders, the satisfaction of the minimum
aggregate transaction proceeds amount following redemptions by
XPDB's public stockholders and the receipt of certain governmental
and regulatory approvals; (iv) the failure to obtain financing to
complete the Proposed Business Combination and to support the
future working capital needs of Montana; (v) the effect of the announcement or
pendency of the Proposed Business Combination on Montana's business relationships, performance,
and business generally; (vi) risks that the Proposed Business
Combination disrupts current plans of Montana and potential difficulties in
Montana's employee retention as a
result of the Proposed Business Combination; (vii) the outcome of
any legal proceedings that may be instituted against XPDB or
Montana related to the agreement
and the Proposed Business Combination; (viii) changes to the
proposed structure of the business combination that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the business
combination; (ix) the ability to maintain the listing of the XPDB's
securities on the NASDAQ; (x) the price of XPDB's securities,
including volatility resulting from changes in the competitive and
highly regulated industries in which Montana plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Montana's business and
changes in the combined capital structure; (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the Proposed Business Combination, including the
possibility of cost overruns or unanticipated expenses in
development programs, and the ability to identify and realize
additional opportunities; (xii) the enforceability of Montana's intellectual property, including its
patents, and the potential infringement on the intellectual
property rights of others, cyber security risks or potential
breaches of data security; and (xiii) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in XPDB's Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on the website of the Securities and
Exchange Commission (the "SEC") at www.sec.gov and other documents
filed, or to be filed with the SEC by XPDB, including the
Registration Statement (as defined below). The foregoing list of
factors is not exhaustive. There may be additional risks that
neither XPDB or Montana presently
know or that XPDB or Montana
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. You should carefully consider the foregoing factors and
the other risks and uncertainties that will be described in XPDB's
definitive proxy statement contained in the Registration Statement,
including those under "Risk Factors" therein, and other documents
filed by XPDB from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and XPDB and Montana assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither XPDB nor
Montana gives any assurance that
either XPDB or Montana will
achieve its expectations.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the Proposed Business
Combination, XPDB has filed a registration statement on Form S-4
(the "Registration Statement") that includes a preliminary
prospectus and preliminary proxy statement of XPDB. The definitive
proxy statement/final prospectus and other relevant documents have
been sent to all XPDB stockholders as of a record date established
for voting on the Proposed Business Combination and the other
matters to be voted upon at a meeting of XPDB's stockholders to be
held to approve the Proposed Business Combination and other matters
(the "Special Meeting"). XPDB may also file other documents
regarding the Proposed Business Combination with the SEC. The
definitive proxy statement/final prospectus will contain important
information about the Proposed Business Combination and the other
matters to be voted upon at the Special Meeting and may contain
information that an investor will consider important in making a
decision regarding an investment in XPDB's securities. Before
making any voting decision, investors and security holders of XPDB
and other interested parties are urged to read the Registration
Statement and the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the Proposed Business Combination as they become available
because they will contain important information about the Proposed
Business Combination.
Investors and security holders will also be able to obtain free
copies of the definitive proxy statement/final prospectus and all
other relevant documents filed or that will be filed with the SEC
by XPDB through the website maintained by the SEC at www.sec.gov,
or by directing a request to XPDB, 321 North Clark Street, Suite
2440, Chicago, IL 60654, or by
contacting Morrow Sodali LLC, XPDB's proxy solicitor, for help,
toll-free at (800) 662-5200 (banks and brokers can call collect at
(203) 658-9400).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
No Offer and Non-Solicitation
This press release is
not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer to buy the securities of XPDB,
Montana or the combined company,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Press Contacts
Montana Technologies:
Andy
Maas; Daniel Yunger
Kekst CNC
MTMediaInquiries@kekstcnc.com
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SOURCE Montana Technologies