Montana's AirJoule Technology Aims to
Reduce Power Consumption and Carbon Emission, While Reducing or
Eliminating the Use of Refrigerants
Includes $10
Million Growth Equity Investment Conditional Commitment from
Carrier Following Montana's
Recent Agreements with CATL and BASF
Carrier to Nominate Member to Board of
Post-Combination Entity Following the Merger Between Montana and
Power & Digital Infrastructure Acquisition II Corp.
RONAN,
Mont., Jan. 8, 2024 /PRNewswire/ -- Montana
Technologies LLC ("Montana"),
today announced entry into a binding term sheet related to a
commercial collaboration with Carrier Global Corporation (NYSE:
CARR), global leader in intelligent climate and energy solutions,
to develop and commercialize Montana's transformational AirJoule
dehumidification and cooling technology. In connection with the
commercial collaboration, Montana
has, subject to the satisfaction of certain milestones, granted
Carrier the exclusive right to commercialize the AirJoule
technology into HVAC equipment in the Americas for a period of
three years.
In addition, Carrier has conditionally committed $10 million in growth equity into Montana to foster commercialization of
AirJoule. This investment follows strategic partnerships that
Montana has entered into with
BASF, the largest chemical producer in the world, and CATL, the
world's largest lithium-ion electric battery manufacturer.
"We are humbled and honored to have received such a strong vote
of confidence in our technology and vision," said Matt Jore, CEO of Montana Technologies. "This
partnership and investment represent further proof that both
parties are committed to reducing energy consumption, cost and
carbon footprint, and we expect that together these transactions
will greatly accelerate the speed at which we can bring our
innovative approach to market."
AirJoule is a transformational dehumidification technology that
substantially improves air conditioning efficiency. AirJoule
systems utilize a self-regenerating pressure swing adsorption
method to harvest water and thermal energy from air. The
proprietary method and design, when used for evaporative cooling by
harvesting its own water from air, can 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
refrigerants.
"At Carrier, we are committed to investing in both sustainable
and disruptive solutions that will better our planet for
generations to come," said Ajay
Agrawal, Senior Vice President, Business Development, Global
Services, & Chief Strategy Officer. "Our partnership with
Montana Technologies, and our future collaboration to commercialize
its AirJoule technology, marks another step forward in this
commitment."
Carrier will also receive the right to nominate a member to the
board of directors of the post-combination entity following the
merger between Montana and Power
& Digital Infrastructure Acquisition II Corp. ("XPDB") (NASDAQ:
XPDB, XPDBU, XPDBW). Montana
announced on June 5, 2023, that it
will combine with XPDB and list on the NASDAQ under the ticker AIRJ
following the merger. The transaction is expected to close in the
first quarter of 2024, subject to the satisfaction or waiver of
customary closing conditions, including the approval of XPDB
stockholders.
Pat Eilers, CEO of XPDB, said,
"Montana's partnership with a
global industry leader such as Carrier paves the way and completes
Montana's go-to-market strategy in
HVAC and provides end market customers and the public markets
confidence in and access to Montana's breakthrough technology."
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 Power & Digital Infrastructure Acquisition II
Corp
Power & Digital Infrastructure Acquisition II Corp
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
Technologies, 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 Carrier, the impact, cost and performance
of the AirJouletm technology once commercialized, the
services offered by Montana Technologies and the markets in which
Montana Technologies operates, business strategies, debt levels,
industry environment, potential growth opportunities, the effects
of regulations and XPDB's or Montana Technologies' 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 Technologies; (v) the
effect of the announcement or pendency of the Proposed Business
Combination on Montana Technologies' business relationships,
performance, and business generally; (vi) risks that the Proposed
Business Combination disrupts current plans of Montana Technologies
and potential difficulties in Montana Technologies' 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 Technologies 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 Technologies plans to
operate, variations in performance across competitors, changes in
laws and regulations affecting Montana Technologies' 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
Technologies' 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 Technologies presently know or that XPDB or Montana
Technologies 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 Technologies
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 Technologies gives any assurance that either XPDB
or Montana Technologies 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 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, Montana
Technologies 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
regarding the Proposed Business Combination when it becomes
available. 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 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
Technologies 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 Contact
Andy
Maas; Daniel Yunger
Kekst CNC
MTMediaInquiries@kekstcnc.com
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SOURCE Montana Technologies; XPDB