Former Under Secretary for Science at the U.S.
Department of Energy to help evaluate and execute high-value
opportunities for stockholders
RONAN,
Mont., Nov. 28, 2023 /PRNewswire/ -- Montana
Technologies LLC ("MT"), the inventor of AirJoule™, a
transformational renewable energy and cooling technology, today
announced that in connection with the proposed business combination
between MT and Power & Digital Infrastructure Acquisition II
Corp. ("XPDB") (NASDAQ: XPDB), Paul
Dabbar, the former Under Secretary for Science at the U.S.
Department of Energy, will be nominated for election to the board
of directors of the combined company (the "Company"). The proposed
business combination is expected to close by the end of the first
quarter of 2024. Mr. Dabbar's election to the board of directors of
the Company is subject to approval by XPDB's stockholders.
"Paul brings a wealth of experience from diverse roles within
the energy sector," said Matt Jore,
Chief Executive Officer of Montana Technologies. "He has invaluable
expertise in the energy technologies and renewable energy
industries and will be a fantastic addition to the board and
advisor to the Company."
"I am excited for the opportunity to join the Company's board of
directors upon the closing of the business combination and at this
juncture of MT's development," said Mr. Dabbar. "I look forward to
working collaboratively with Matt
Jore and the rest of the board to evaluate and execute the
highest value-creating opportunities for the Company's
stockholders. I am quite familiar with the history and investment
in the research and development of Metal Organic Frameworks and the
various commercial prospects that could be achieved. Montana
Technologies is a leader in developing the technology into a
commercially viable product."
Mr. Dabbar currently serves on the board of directors of XPDB
and is the President and Chief Executive Officer of Bohr Quantum
Technology Corp, a quantum communications company, where he has
served as Chief Executive Officer since 2021. Mr. Dabbar served on
the board of directors of Power & Digital Infrastructure
Acquisition Corp. from February 2021
until the completion of its merger with Core Scientific in
January 2022. Prior to Bohr Quantum,
Mr. Dabbar served as Under Secretary for Science at the U.S.
Department of Energy from 2017 to 2021, managing the operations of,
and investing capital at the seventeen U.S. National Laboratories,
conducting research and development in energy, technology and the
sciences. Mr. Dabbar was previously a Managing Director in
investment banking at J.P. Morgan Chase & Co., in energy and
mergers & acquisitions from 1996 to 2017. Mr. Dabbar was also
previously a nuclear submarine officer in the U.S. Navy. Mr. Dabbar earned a Bachelor of Science from
the U.S. Naval Academy and an MBA from
Columbia University.
"The world has been successful at reducing different types of
emissions due to innovation and I believe the right strategy for
the world today is to continue discovery, innovation and deployment
of new options [for energy technology]," Mr. Dabbar said during a
recent hearing before the U.S. Senate Committee on Environment and
Public Works that examined the relationship between climate change
and the intensification of extreme weather events. "The pipeline of
future innovation is very strong. . . . Montana Technologies has
developed an MOF-based HVAC cooling technology that uses up to 75%
less energy than current compressor systems and no freon."
Montana Technologies will be showcasing its new AirJoule
solution in the Green Zone during this year's COP 28 conference.
About Montana Technologies
Montana Technologies is an atmospheric energy and water
harvesting company whose technology provides efficient and
sustainable air conditioning and pure water from air through its
transformational AirJoule™ technology. For more information, visit
www.mt.energy.
Forward-looking Statements
Certain statements in this communication (this "Communication")
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 MT, 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 services offered by MT and
the markets in which MT operates, business strategies, potential
growth opportunities and XPDB's or MT'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 MT; (v) the effect of the
announcement or pendency of the proposed business combination on
MT's business relationships, performance, and business generally;
(vi) risks that the proposed business combination disrupts current
plans of MT and potential difficulties in MT'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 MT
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 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
MT plans to operate, variations in performance across competitors,
changes in laws and regulations affecting MT'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 MT'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.
The foregoing list of factors is not exhaustive. There may be
additional risks that neither XPDB or MT presently know or that
XPDB or MT 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 (as defined below), 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 MT
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 MT gives any assurance that either XPDB or MT 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, as amended to date (the
"Registration Statement"), which includes a preliminary prospectus
and preliminary proxy statement of XPDB. The proxy
statement/prospectus is not yet effective. The definitive proxy
statement/prospectus, when it is declared effective by the SEC,
will be sent to all XPDB stockholders as of a record date to be
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.
Participants in the Solicitation
XPDB, MT and certain of their respective directors, executive
officers may be deemed participants in the solicitation of proxies
from XPDB's stockholders with respect to the proposed business
combination. A list of the names of those directors and executive
officers of XPDB and a description of their interests in XPDB is
set forth in XPDB's Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K. Additional
information regarding the interests of those persons and other
persons who may be deemed participants in the proposed business
combination may be obtained by reading the Registration Statement.
The documents described in this paragraph are available free of
charge at the SEC's website at www.sec.gov, or by directing a
request to XPDB, 321 North Clark Street, Suite 2440, Chicago, IL 60654. Additional information
regarding the names and interests of such participants will be
contained in the Registration Statement for the proposed business
combination when available.
No Offer and Non-Solicitation
This Communication 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, MT or the 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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