XPDB / Power & Digital Infrastructure Acquisition II Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

AIRJOULE TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-278633 Prospectus Supplement No. 5 (To Prospectus dated July 12, 2024) AIRJOULE TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633). Capitalized terms used in

AIRJOULE TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-286145 Prospectus Supplement No. 2 (To Prospectus dated May 2, 2025) AIRJOULE TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-286145). Capitalized terms used in thi

Amended and Restated Executive Severance Plan

AIRJOULE TECHNOLOGIES CORPORATION AMENDED AND RESTATED EXECUTIVE SEVERANCE PLAN AirJoule Technologies Corporation, a Delaware corporation (the “Company”), has adopted this AirJoule Technologies Corporation Amended and Restated Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 AIRJOULE TECHNOLOGIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2025 AirJoule Technolo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 13, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation or

AirJoule Technologies Announces Second Quarter 2025 Results

Exhibit 99.1 AirJoule Technologies Announces Second Quarter 2025 Results Ronan, MT, August 13, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), a leading technology platform that unleashes the power of water from air, today announced its second quarter 2025 results. Second Quarter 2025 & Recent Highlights Key Milestones A250TM Product Expands AirJ

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Co

About AirJoule Technologies Corporation

AirJoule Technologies Announces Two New Appointments to its Board of Directors Incoming Board directors bring significant expertise in data centers and financial oversight Ronan, MT, June 26, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), the developer of the transformational AirJoule® system for separating pure water from air, today announced that it has appointed Denise Sterling and Thomas Murphy to its Board of Directors to fill vacancies created by Paul Dabbar and Kyle Derham’s departures.

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 29, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Com

AirJoule Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864

AirJoule Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 May 28, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

As filed with the Securities and Exchange Commission on May 27, 2025

As filed with the Securities and Exchange Commission on May 27, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2025 AirJoule Technologie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Com

Letter from BDO USA, P.C., dated May 22, 2025

Exhibit 16.1 May 22, 2025 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 We have been furnished with a copy of the response to Item 4.01 of Form 8-K for the event that occurred on May 20, 2025, to be filed by our former client, AirJoule Technologies Corporation. We agree with the statements made in response to that Item insofar as they relate to our Firm. Very truly yo

As filed with the Securities and Exchange Commission on May 15, 2025

As filed with the Securities and Exchange Commission on May 15, 2025 Registration No.

AIRJOULE TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-286145 Prospectus Supplement No. 1 (To Prospectus dated May 2, 2025) AIRJOULE TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated May 2, 2025 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-286145). Capitalized terms used in thi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 AIRJOULE TECHNOLOGI

Amended and Restated Non-Employee Director Compensation Program.

Exhibit 10.5 AirJoule Technologies Corporation Amended and Restated Non-Employee Director Compensation Program Effective Date: May 8, 2025 Each member of the Board of Directors (the “Board”) of AirJoule Technologies Corporation (the “Company”) who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) will receive the compensation in this Dir

AirJoule Technologies Announces First Quarter 2025 Results

Exhibit 99.1 AirJoule Technologies Announces First Quarter 2025 Results Ronan, MT, May 12, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), the developer of the transformational AirJoule® system for separating pure water from air, today announced its first quarter 2025 results. First Quarter 2025 & Recent Highlights Key Milestones • GE Vernova Col

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 12, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction (Commission File Numbe

AirJoule Technologies Corporation 4,250,000 Shares of Class A Common Stock by the Selling Stockholder 4,051,006 Shares of Class A Common Stock by the PIPE Investors

Filed Pursuant to Rule 424(b)(3) Registration No. 333-286145 AirJoule Technologies Corporation 4,250,000 Shares of Class A Common Stock by the Selling Stockholder 4,051,006 Shares of Class A Common Stock by the PIPE Investors This prospectus relates in part to the offer and sale of up to 4,250,000 shares of our Class A Common Stock, par value $0.0001 per share (“the Class A Common Stock”), by B. R

Second Amended and Restated Limited Liability Company Agreement of AirJoule, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on May 1, 2025).

Exhibit 10.1 SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIRJOULE, LLC TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS SECTION 1.01. Definitions 1 SECTION 1.02. Terms and Usage Generally 14 ARTICLE II FORMATION AND BUSINESS OF THE COMPANY SECTION 2.01. Company Formation and Continuation 15 SECTION 2.02. Company Name, Office and Registered Agent 15 SECTION 2.03. Purpose and Po

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

AirJoule Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864

AirJoule Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 April 30, 2025 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

As filed with the Securities and Exchange Commission on April 29, 2025

As filed with the Securities and Exchange Commission on April 29, 2025 Registration No.

AIRJOULE TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-278633 Prospectus Supplement No. 4 (To Prospectus dated July 12, 2024) AIRJOULE TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633). Capitalized terms used in

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ………….. (Form Type) …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

As filed with the Securities and Exchange Commission on April 28, 2025

As filed with the Securities and Exchange Commission on April 28, 2025 Registration No.

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 23, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

AirJoule Technologies Announces $15 Million Investment Anchored by GE Vernova Companies to collaborate on waste heat to water project for industrial activities such as data centers, power generation, and advanced manufacturing

Exhibit 99.1 AirJoule Technologies Announces $15 Million Investment Anchored by GE Vernova Companies to collaborate on waste heat to water project for industrial activities such as data centers, power generation, and advanced manufacturing Ronan, MT, April 24, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), today announced that it has entered int

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on April 24, 2025).

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on April 23, 2025, by and between AirJoule Technologies Corporation, a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, Issuer is seeking commitments from interested investors to purchase shares of Class A common stock of the Issuer,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables ………….. (Form Type) …………………………………………………….. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit(1) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee

Common Stock Purchase Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC.

Exhibit 10.24 COMMON STOCK PURCHASE AGREEMENT Dated as of March 25, 2025 by and between AIRJOULE TECHNOLOGIES CORPORATION and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Fi

As filed with the Securities and Exchange Commission on March 26, 2025

As filed with the Securities and Exchange Commission on March 26, 2025 Registration No.

Registration Rights Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC.

Exhibit 10.23 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2025, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and AirJoule Technologies Corporation, a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that cer

Description of Registrant’s Securities

Exhibit 4.3 DESCRIPTION OF SECURITIES OF AIRJOULE TECHNOLOGIES CORPORATION The following description summarizes certain terms of our Third Amended and Restated Certificate of Incorporation (the “Charter”), our Third Amended and Restated Bylaws (the “Bylaws”) and the Delaware General Corporation Law (the “DGCL”). This description is summarized from, and qualified in its entirety by reference to, ou

Audited Consolidated Financial Statements of AirJoule, LLC as of and for the period from January 5, 2024 (inception) to December 31, 2024 (incorporated by reference to Exhibit 99.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025).

Exhibit 99.1 AIRJOULE, LLC FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD FROM JANUARY 5, 2024 (INCEPTION) TO DECEMBER 31, 2024 TABLE OF CONTENTS Page Audited Financial Statements of AirJoule, LLC as of and for the Period from January 5, 2024 (Inception) to December 31, 2024 Independent Auditor’s Report 1 Balance Sheet as of December 31, 2024 2 Statement of Operations for the period from January 5,

Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.10 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025).

Exhibit 10.10 AIRJOULE Technologies Corporation Non-Employee Director Compensation Program Effective Date: June 6, 2024 Each member of the Board of Directors (the “Board”) of AirJoule Technologies Corporation (the “Company”) who is not an employee of the Company or any parent or subsidiary of the Company (each, a “Non-Employee Director”) will receive the compensation in this Director Compensation

Common Stock Purchase Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2025).

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of March 25, 2025 by and between AIRJOULE TECHNOLOGIES CORPORATION and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 AIRJOULE TECHNOLOGIES CO

AirJoule Technologies Announces Fourth Quarter and Full Year 2024 Results and Groundbreaking Performance of AirJoule® System

Exhibit 99.1 AirJoule Technologies Announces Fourth Quarter and Full Year 2024 Results and Groundbreaking Performance of AirJoule® System Ronan, MT, March 25, 2025 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), the developer of the transformational AirJoule® system for separating pure water from air, today announced its fourth quarter and full year r

Insider Trading Compliance Policy.

Exhibit 19.1 AirJoule Technologies Corporation Insider Trading Compliance Policy (Policy last revised on November 7, 2024) I. Introduction Federal and state laws prohibit trading in the securities of a company while in possession of material nonpublic information and in breach of a duty of trust or confidence. These laws also prohibit anyone who is aware of material nonpublic information from prov

Registration Rights Agreement, dated as of March 25, 2025, by and between the Company and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 25, 2025).

Exhibit 10.2 Execution Version REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 25, 2025, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and AirJoule Technologies Corporation, a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that cert

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

Recovery of Erroneously Awarded Compensation Policy.

Exhibit 97.1 AIRJOULE TECHNOLOGIES CORPORATION POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION AirJoule Technologies Corporation, formerly known as Montana Technologies Corporation (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of March 12, 2024 (the “Effective Date”). Capitalized terms used in this Policy but not other

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2025).

Exhibit 21.1 SUBSIDIARIES(1) Legal Name State of Incorporation AirJoule Technologies LLC Delaware (1) The list above excludes certain subsidiaries that, in the aggregate as a single subsidiary, do not constitute a “significant subsidiary” as defined in Rule 1-02(w) of Regulation S-X as of December 31, 2024.

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 25, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 5, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Co

AirJoule Technologies Corporation Nasdaq: AIRJ https://airjouletech.com March 2025 DISCLAIMERS AirJoule Technologies | March 2025 Slide 2 Forward Looking Statements The information in this presentation includes “forward - looking statements” within t

Exhibit 99.1 AirJoule Technologies Corporation Nasdaq: AIRJ https://airjouletech.com March 2025 DISCLAIMERS AirJoule Technologies | March 2025 Slide 2 Forward Looking Statements The information in this presentation includes “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 12, 2025 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation)

Form of Performance-Based Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 19, 2025).

Exhibit 10.1 MONTANA TECHNOLOGIES CORPORATION 2024 INCENTIVE AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK Unit Grant Notice AirJoule Technologies Corporation (f/k/a Montana Technologies Corporation), a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Performance-Based Restricted Stock Unit G

AIRJOULE TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-278633 Prospectus Supplement No. 3 (To Prospectus dated July 12, 2024) AIRJOULE TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633). Capitalized terms used in

Joint Filing Agreement, dated as of November 14, 2024.

EX-99.1 2 ea022122001ex99-1airjoule.htm JOINT FILING AGREEMENT, DATED AS OF NOVEMBER 14, 2024 EXHIBIT 1 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A common stock, par value $0.0001 per s

XPDB / Power & Digital Infrastructure Acquisition II Corp. / XPDI Sponsor II LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea0221220-13ga1xpdi2airjo.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* AirJoule Technologies Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 73919C100 (CUSIP Number) September 30, 2024 (Date of Ev

XPDB / Power & Digital Infrastructure Acquisition II Corp. / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

SC 13G/A 1 firtree-xpdb093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 73919C100 (CUSIP Number) September 30, 2024 (Date of Event Which Req

AIRJ / Montana Technologies Corporation / Westchester Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 ef20038413sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 1)* Montana Technologies Corporation (f/k/a Power & Digital Infrastructure Acquisition II Corp.) (Name of Issuer) Class A common stock, $0.0001 pa

Third Amended and Restated Bylaws of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024)

Exhibit 3.2 Third Amended and Restated Bylaws of AirJoule Technologies Corporation (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting. 2 2.5 Notice of Nominations for

Third Amended and Restated Certificate of Incorporation of AirJoule Technologies Corporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 13, 2024)

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF Montana Technologies Corporation Montana Technologies Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Montana Technologies Corporation. The Corporation was incorporated

Montana Technologies Announces Name Change to AirJoule Technologies

Exhibit 99.1 Montana Technologies Announces Name Change to AirJoule Technologies Ronan, MT, November 13, 2024 – Montana Technologies Corporation (NASDAQ: AIRJ) the developer of the transformational AirJoule® technology for atmospheric water harvesting, today announced that it has changed its corporate name to AirJoule Technologies Corporation (“AirJoule Technologies” or the “Company”), effective i

AirJoule Technologies Announces Third Quarter 2024 Results

Exhibit 99.1 AirJoule Technologies Announces Third Quarter 2024 Results Ronan, MT, November 13, 2024 – AirJoule Technologies Corporation (NASDAQ: AIRJ) (“AirJoule Technologies” or the “Company”), the developer of the transformational AirJoule® technology for atmospheric water harvesting, today announced its third quarter results. 3rd Quarter and Recent Highlights ● Changed the Company’s corporate

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 AIRJOULE TECHNO

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation)

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 13, 2024 AirJoule Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation)

AIRJ / Montana Technologies Corporation / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Montana Technologies Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate

AIRJ / Montana Technologies Corporation / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G/A 1 airja1111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AirJoule Technologies Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Fil

Joint Filing Agreement.

EX-99.1 2 ea021504604ex99-1mont.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the complet

AIRJ / Montana Technologies Corporation / EILERS PATRICK C - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea021504604-13da2eilersmont.htm AMENDMENT NO. 2 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Montana Technologies Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) Patrick Eilers C/O Mont

Joint Venture Formation Framework Agreement, dated as of January 25, 2024, by and among the Registrant, GE Ventures, LLC and GE Vernova LLC.*

Exhibit 10.11 EXECUTION VERSION JOINT VENTURE FORMATION FRAMEWORK AGREEMENT BY AND AMONG Montana Technologies llc, GE VENTURES LLC and GE VERNOVA LLC (solely for the purposes set forth herein) TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Closing SECTION 2.01. Closing Date 6 SECTION 2.02. Transactions to be Effected at the Closing 6 ARTICLE III Representations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 Montana Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 23, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 MONTANA TECHNOLOGIES

Montana Technologies Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 10-Q filed with the SEC on August 23, 2024).

Exhibit 10.2 MONTANA TECHNOLOGIES CORPORATION EXECUTIVE SEVERANCE PLAN Montana Technologies Corporation, a Delaware corporation (the “Company”), has adopted this Montana Technologies Corporation Executive Severance Plan, including the attached Exhibits (the “Plan”), for the benefit of Participants (as defined below) on the terms and conditions hereinafter stated. The Plan, as set forth herein, is

MONTANA TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-278633 Prospectus Supplement No. 2 (To Prospectus dated July 12, 2024) MONTANA TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633). Capitalized terms used in

Montana Technologies Announces Second Quarter 2024 Results

Exhibit 99.1 Montana Technologies Announces Second Quarter 2024 Results Ronan, MT, August 23, 2024 - Montana Technologies Corporation (NASDAQ: AIRJ) (“Montana Technologies” or the “Company”), the developer of the transformational AirJoule® technology for water generation, today announced its second quarter results. 2nd Quarter and Recent Highlights ● Global MOU Announcements: o United Arab Emirate

MONTANA TECHNOLOGIES CORPORATION

Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-278633 Prospectus Supplement No. 1 (To Prospectus dated July 12, 2024) MONTANA TECHNOLOGIES CORPORATION This prospectus supplement updates, amends and supplements the prospectus dated July 12, 2024 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-278633). Capitalized terms used in

Joint Venture Formation Framework Agreement, dated as of January 25, 2024, by and among the Registrant, GE Ventures, LLC and GE Vernova LLC.*

Exhibit 10.6 EXECUTION VERSION JOINT VENTURE FORMATION FRAMEWORK AGREEMENT BY AND AMONG Montana Technologies llc, GE VENTURES LLC and GE VERNOVA LLC (solely for the purposes set forth herein) TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Closing SECTION 2.01. Closing Date 6 SECTION 2.02. Transactions to be Effected at the Closing 6 ARTICLE III Representations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Montana Technolog

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 12, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (C

Montana Technologies to Restate Previously Issued Financial Statements

Exhibit 99.1 Montana Technologies to Restate Previously Issued Financial Statements Ronan, MT, August 13, 2024 - Montana Technologies Corporation (NASDAQ: AIRJ), (“Montana Technologies” or the “Company”), the developer of the transformational AirJoule® technology for atmospheric water generation, today announced it will be restating its previously issued unaudited financial statements for the thre

AIRJ / Montana Technologies Corporation / EILERS PATRICK C - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Montana Technologies Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) Patrick Eilers C/O Montana Technologies Corporation 34361 Innovation Drive Ronan, MT 59864 312-961

Filed pursuant to Rule 424(b)(3) Registration No. 333-278633

Filed pursuant to Rule 424(b)(3) Registration No. 333-278633 PROSPECTUS Montana Technologies Corporation 21,557,612 Shares of Class A Common Stock Issuable Upon Exercise of Warrants 56,111,235 Shares of Class A Common Stock 11,125,000 Warrants This prospectus relates to the issuance by Montana Technologies Corporation (“we,” “us,” “our,” the “Company,” “Registrant,” and “Montana”) of an aggregate

July 9, 2024

July 9, 2024 Via EDGAR Transmission United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

XPDB / Power & Digital Infrastructure Acquisition II Corp. / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm2417765d23sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) Montana Technologies Corp. [f/k/a Power & Digital Infrastructure Acquisition II Corp.] (Name of I

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June 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) MONTANA TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees Previously Paid Equity Class A Common Stock, par value $0.

As filed with the Securities and Exchange Commission on June 27, 2024

As filed with the Securities and Exchange Commission on June 27, 2024 Registration No.

As filed with the Securities and Exchange Commission on June 26, 2024

As filed with the Securities and Exchange Commission on June 26, 2024 Registration No.

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 11, 2024).

Exhibit 10.1 FORM OF SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [ ● ], 2024, by and between Montana Technologies Corporation, a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, Issuer is seeking commitments from interested investors to purchase shares of Class A common stock of the Issuer, par

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Comm

Montana Technologies Announces Private Placement Financing

Exhibit 99.1 Montana Technologies Announces Private Placement Financing Ronan, MT, June 11, 2024 - Montana Technologies Corporation (NASDAQ: AIRJ), (“Montana Technologies” or the “Company”), the developer of AirJoule®, a transformational atmospheric thermal energy and water harvesting technology, today announced that it has entered into subscription agreements for a private placement financing (th

Form of Stock Option Agreement under Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 99.3 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024).

Exhibit 99.3 MONTANA TECHNOLOGIES CORPORATION 2024 INCENTIVE AWARD PLAN STOCK OPTION GRANT NOTICE Montana Technologies Corporation, a Delaware corporation (the “Company”) has granted to the participant listed below (“Participant”) the stock option (the “Option”) described in this Stock Option Grant Notice (this “Grant Notice”), subject to the terms and conditions of the Montana Technologies Corpor

Form of Restricted Stock Unit Award Agreement under Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 99.4 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024).

Exhibit 99.4 MONTANA TECHNOLOGIES CORPORATION 2024 INCENTIVE AWARD PLAN RESTRICTED STOCK Unit Grant Notice Montana Technologies Corporation, a Delaware corporation (the “Company”), has granted to the participant listed below (“Participant”) the Restricted Stock Units (the “RSUs”) described in this Restricted Stock Unit Grant Notice (this “Grant Notice”), subject to the terms and conditions of the

As filed with the Securities and Exchange Commission on June 6, 2024

As filed with the Securities and Exchange Commission on June 6, 2024 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF FILING FEE TABLE Form S-8 (Form Type) Montana Technologies Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rate Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, $0.

Montana Technologies Corporation Form of Non-Plan Option Agreement (incorporated by reference to Exhibit 99.5 of the Company’s Registration Statement on Form S-8, filed with the SEC on June 7, 2024).

Exhibit 99.5 MONTANA TECHNOLOGIES LLC Notice of Membership Interest Option Grant Montana Technologies LLC, a Delaware limited liability company (the “Company”), hereby grants the following membership interest option pursuant to the attached Membership Interest Option Agreement (the “Option Agreement”), which is incorporated herein by this reference. Name of optionee (the “Optionee”): [To Be Specif

Master Services Agreement, dated as of March 4, 2024, by and between the Company and AirJoule, LLC.

Exhibit 10.15 EXECUTION VERSION Master Services Agreement BETWEEN AirJoule, LLC and Montana Technologies LLC This Agreement (“Agreement”) is entered into and is effective as of this 4th day of March, 2024 (“Effective Date”) by and between Montana Technologies LLC (together with each of its Affiliates designated in respective Statements of Work, “Contractor”), having its principal place of business

As filed with the Securities and Exchange Commission on June 5, 2024

As filed with the Securities and Exchange Commission on June 5, 2024 Registration No.

Amended and Restated Limited Liability Company Agreement of AirJoule, LLC, dated as of March 4, 2024, by and among the Company, GE Vernova LLC and AirJoule, LLC.

Exhibit 10.14 EXECUTION VERSION AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AIRJOULE, LLC TABLE OF CONTENTS Page ARTICLE I DEFINED TERMS SECTION 1.01. Definitions 1 SECTION 1.02. Terms and Usage Generally 14 ARTICLE II FORMATION AND BUSINESS OF THE COMPANY SECTION 2.01. Company Formation and Continuation 14 SECTION 2.02. Company Name, Office and Registered Agent 15 SECTION 2.03. Pu

Intellectual Property Agreement, dated as of March 4, 2024, by and among the Company, GE Vernova LLC and AirJoule, LLC.

Exhibit 10.16 EXECUTION VERSION INTELLECTUAL PROPERTY AGREEMENT Intellectual Property Agreement (“Agreement”) dated as of March 4, 2024 (the “Effective Date”) among Montana Technologies LLC (“MT”), GE Vernova LLC (“GE Vernova Parent”), and AirJoule, LLC (“JV” or “the JV”), each, individually, a “Party,” and collectively, the “Parties.” ARTICLE 1 – DEFINITIONS As used in this Agreement, the followi

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June 5, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.

Joint Venture Formation Framework Agreement, dated as of January 25, 2024, by and among the Company, GE Ventures, LLC and GE Vernova LLC (incorporated by reference to Exhibit 10.6 of the Company’s Current Report on Form 10-Q, filed with the SEC on May 20, 2024).

Exhibit 10.6 EXECUTION VERSION JOINT VENTURE FORMATION FRAMEWORK AGREEMENT BY AND AMONG Montana Technologies llc, GE VENTURES LLC and GE VERNOVA LLC (solely for the purposes set forth herein) TABLE OF CONTENTS Page ARTICLE I Definitions SECTION 1.01. Definitions 1 ARTICLE II Closing SECTION 2.01. Closing Date 6 SECTION 2.02. Transactions to be Effected at the Closing 6 ARTICLE III Representations

Montana Technologies Announces First Quarter 2024 Results

Exhibit 99.1 Montana Technologies Announces First Quarter 2024 Results Ronan, MT, May 20, 2024 - Montana Technologies Corporation (NASDAQ: AIRJ) (“Montana Technologies”), the developer of AirJoule®, a transformational atmospheric thermal energy and water harvesting technology, today announced its first quarter results. Key Highlights ● Closed business combination (the “Business Combination”) with

Regulation FD Disclosure, Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 20, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41151 MONTANA TECHNOLOGIE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (CHECK ONE): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on F

Montana Technologies Corp. Expands Management Team with Key Appointments Diverse Team of Financial and Legal Executives Brings Expertise Across Energy Industry

Exhibit 99.1 Montana Technologies Corp. Expands Management Team with Key Appointments Diverse Team of Financial and Legal Executives Brings Expertise Across Energy Industry Ronan, MT, May 7, 2024 - Montana Technologies Corp. (NASDAQ: AIRJ) (“Montana”), the developer of AirJoule®, a transformational atmospheric thermal energy and water harvesting technology, announced today that it has appointed th

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 7, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Commi

Montana Technologies Corp. Announces Addition to Board of Directors and Names Chairman Diverse Group of Individuals With Deep Scientific, Economic, and Geopolitical Expertise Will Provide Further Support for the Growth and Development of AirJoule® Te

Exhibit 99.1 Montana Technologies Corp. Announces Addition to Board of Directors and Names Chairman Diverse Group of Individuals With Deep Scientific, Economic, and Geopolitical Expertise Will Provide Further Support for the Growth and Development of AirJoule® Technology RONAN, MT, May 1, 2024 — Montana Technologies Corp. (NASDAQ: AIRJ) ( “Montana”) today announced that it has appointed Mr. Kyle D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Montana Technologi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 25, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Co

As filed with the Securities and Exchange Commission on April 11, 2024

As filed with the Securities and Exchange Commission on April 11, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-1 (Form Type) MONTANA TECHNOLOGIES CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class A Common Stock, par value $0.

XPDB / Power & Digital Infrastructure Acquisition II Corp. / Walleye Capital LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US73919C2098 / Power & Digital Infrastructure Acquisition II Corp. / PALLOTTA JAMES J - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 Montana Technologies Corporation (Name of Issuer) Class A Common Stock (Title of Class of Securities) 612160101 (CUSIP Number) March 14, 2024 (Date of Event Whi

Joint Filing Agreement.

EX-99.1 2 ea020225001ex99-1montana.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the comp

US73919C2098 / Power & Digital Infrastructure Acquisition II Corp. / EILERS PATRICK C - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Montana Technologies Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) Patrick Eilers C/O Montana Technologies Corporation 34361 Innovation Drive Ronan, MT 59864 312-961-

Lock-Up Agreement.

EX-99.3 3 ea020225001ex99-3montana.htm LOCK-UP AGREEMENT Exhibit 3 Execution Version LOCK-UP AGREEMENT March 14, 2024 Montana Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital

Joint Filing Agreement.

EX-99.1 2 ea020225003ex99-1montana.htm JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13D. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the comp

Lock-Up Agreement.

EX-99.2 2 ea020225002ex99-2montana.htm LOCK-UP AGREEMENT Exhibit 2 Execution Version LOCK-UP AGREEMENT March 14, 2024 Montana Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital

Lock-Up Agreement.

EX-99.3 3 ea020225003ex99-3montana.htm LOCK-UP AGREEMENT Exhibit 3 Execution Version LOCK-UP AGREEMENT March 14, 2024 Montana Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital

US73919C2098 / Power & Digital Infrastructure Acquisition II Corp. / Porter Stuart D - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Montana Technologies Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) Stuart D. Porter 185 Dartmouth Street, 7th Floor Boston, MA 02116 (617) 531-7200 (Name, Address and

US73919C2098 / Power & Digital Infrastructure Acquisition II Corp. / JORE MATTHEW B - SCHEDULE 13D Activist Investment

SC 13D 1 ea0202250-13djoremontana.htm SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Montana Technologies Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 612160101 (CUSIP Number) Matthew Jore C/O Montana Technologies Corporatio

MONTANA TECHNOLOGIES LLC Financial Statements As of and for the Years Ended December 31, 2023 and 2022 INDEX TO FINANCIAL STATEMENTS

Exhibit 99.1 MONTANA TECHNOLOGIES LLC Financial Statements As of and for the Years Ended December 31, 2023 and 2022 INDEX TO FINANCIAL STATEMENTS Page MONTANA TECHNOLOGIES LLC Audited Financial Statements of Montana Technologies LLC for the Years Ended December 31, 2023 and 2022 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 243) 3-4 Balance Sheets as of December 31, 2023

Letter from Marcum LLP to the Securities and Exchange Commission.

Exhibit 16.1 March 20, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Montana Technologies Corporation (f/k/a Power & Digital Infrastructure Acquisition II Corp.) under Item 4.01 of its Form 8-K dated March 20, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agre

Montana Technologies Corporation 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 10.5 Final Version MONTANA TECHNOLOGIES CORPORATION 2024 EMPLOYEE STOCK PURCHASE PLAN Article I. PURPOSE The purpose of this Plan is to assist Eligible Employees of the Company and its Designated Subsidiaries in acquiring a stock ownership interest in the Company. The Plan consists of two components: (i) the Section 423 Component and (ii) the Non-Section 423 Component. The Section 423 Comp

List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 21.1 Subsidiaries of Montana Technologies Corporation Subsidiary Jurisdiction Montana Technologies LLC Delaware CAMT Climate Solutions, Ltd. Hong Kong AirJoule, LLC Delaware

Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 10.2 Final Form FORM OF LOCK-UP AGREEMENT1 , 2023 Montana Technologies Corporation 34361 Innovation Drive Ronan, Montana 59864 Re: Lock-Up Agreement Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to Montana Technologies Corporation, a Delaware corporation (formerly known as Power & Digital Infrastructure Acquisition II Corp.) (the “Company”), in ac

Second Amended and Restated Bylaws of Montana Technologies Corporation. (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024)

Exhibit 3.2 Execution Version Second Amended and Restated Bylaws of Montana Technologies Corporation (a Delaware corporation) Table of Contents Page Article I - Corporate Offices 1 1.1 Registered Office 1 1.2 Other Offices 1 Article II - Meetings of Stockholders 1 2.1 Place of Meetings 1 2.2 Annual Meeting 1 2.3 Special Meeting 1 2.4 Notice of Business to be Brought before a Meeting 2 2.5 Notice o

MONTANA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Exhibit 99.3 MONTANA MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis of the financial condition and results of operations of Montana Technologies, LLC (“Legacy Montana”) should be read together with our audited financial statements, unaudited condensed financial statements and related notes included elsewhere on this Curre

Montana Technologies Corporation 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 10.4 Final Version MONTANA TECHNOLOGIES CORPORATION 2024 INCENTIVE AWARD PLAN ARTICLE I. Purpose The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities and/or equity-linked compensatory opportunities. Capitalize

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Amendment to Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 14, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction (Commission File Numb

Amended and Restated Registration Rights Agreement, dated as of March 14, 2024, by and among Montana Technologies Corporation and the holders party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 10.1 Execution Version AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT BY AND AMONG MONTANA TECHNOLOGIES CORPORATION, THE SPONSOR HOLDERS SIGNATORY HERETO AND THE LEGACY MONTANA TECHNOLOGIES HOLDERS SIGNATORY HERETO DATED MARCH 14, 2024 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 14, 2024 (this “Agreement”

Second Amended and Restated Certificate of Incorporation of Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024)

Exhibit 3.1 Execution Version Second AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWER & DIGITAL INFRASTRUCTURE Acquisition II CORP. Power & Digital Infrastructure Acquisition II Corp. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows: 1. The name of the Corporation is Power & D

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on March 20, 2024).

Exhibit 10.3 INDEMNIFICATION And Advancement AGREEMENT This Indemnification and Advancement Agreement (the “Agreement”) is made as of March [●], 2024 by and between Montana Technologies Corporation, a Delaware corporation (the “Company”), and , a [member of the Board of Directors/an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous agreements betwe

Code of Ethics and Conduct.

Exhibit 14.1 MONTANA TECHNOLOGIES CORPORATION CODE OF ETHICS AND CONDUCT Adopted March 12, 2024 In accordance with the requirements of the Securities and Exchange Commission (the “SEC”) and the Nasdaq Stock Market LLC (“Nasdaq”), the Board of Directors (the “Board”) of Spectaire Holdings Inc., a Delaware corporation (the “Company”), has adopted this Code of Ethics and Conduct (the “Code”) to encou

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS Defined terms included below shall have the same meaning as terms defined and included elsewhere in this Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”.) Introduction The following unaudited pro forma condensed combined financial information presents the combination of

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdic

Power & Digital Infrastructure Acquisition II Corp. (XPDB) Announces Closing of Business Combination with Montana Technologies LLC Total Capital Commitments Exceeded $50 Million Target Minimum Cash Condition, Led by Carrier, GE Vernova and Rice Inves

Exhibit 99.1 Power & Digital Infrastructure Acquisition II Corp. (XPDB) Announces Closing of Business Combination with Montana Technologies LLC Total Capital Commitments Exceeded $50 Million Target Minimum Cash Condition, Led by Carrier, GE Vernova and Rice Investment Group, Providing All Funding Required to Commercialize AirJoule® Combination to Fuel Launch of Recently Announced Joint Venture Bet

Form of Subscription Agreement

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2024, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with that certain Agreement and Plan of Merge

Power & Digital Infrastructure Acquisition II Corp. (XPDB) Announces Closing of Business Combination with Montana Technologies LLC Total Capital Commitments Exceeded $50 Million Target Minimum Cash Condition, Led by Carrier, GE Vernova and Rice Inves

Exhibit 99.1 Power & Digital Infrastructure Acquisition II Corp. (XPDB) Announces Closing of Business Combination with Montana Technologies LLC Total Capital Commitments Exceeded $50 Million Target Minimum Cash Condition, Led by Carrier, GE Vernova and Rice Investment Group, Providing All Funding Required to Commercialize AirJoule® Combination to Fuel Launch of Recently Announced Joint Venture Bet

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on March 14, 2024).

Exhibit 10.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2024, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware Corporation (the “Issuer”), and the undersigned subscriber (the “Investor”). WHEREAS, this Subscription Agreement is being entered into in connection with that certain Agreement and Plan of Merge

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Power & Dig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 8, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 Power & Di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 Power & Di

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdi

Montana and XPDB As Adjusted Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet As of September 30, 2023

Exhibit 99.1 Montana and XPDB As Adjusted Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet As of September 30, 2023 Montana XPDB Transaction Accounting Adjustments Pro Forma Combined Non-cash Adjustments Pro Forma Combined AS ADJUSTED Assets: Current assets: Cash $ 1,329 $ 294 $ 2,456 C $ 34,815 $ - $ 34,815 (6,038 ) D - (16,021 ) E - (1,200 ) M - 53,995 N Prepaid expenses and oth

Montana and XPDB As Adjusted Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet As of September 30, 2023

Exhibit 99.1 Montana and XPDB As Adjusted Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet As of September 30, 2023 Montana XPDB Transaction Accounting Adjustments Pro Forma Combined Non-cash Adjustments Pro Forma Combined AS ADJUSTED Assets: Current assets: Cash $ 1,329 $ 294 $ 2,456 C $ 34,815 $ - $ 34,815 (6,038 ) D - (16,021 ) E - (1,200 ) M - 53,995 N Prepaid expenses and oth

GE Vernova and Montana Technologies Close Joint Venture to Manufacture Transformational Air Conditioning and Atmospheric Water Harvesting Products The 50/50 Joint Venture, Named AirJoule, LLC, Will Exclusively Manufacture and Supply Air Conditioning

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 GE Vernova and Montana Technologies Close Joint Venture to Manufacture Transformational Air Conditionin

Amended and Restated Bylaws.*

Exhibit 3.3 AMENDED AND RESTATED BY LAWS OF POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting

Description of Registrant’s Securities.*

EXHIBIT 4.7 DESCRIPTION OF SECURITIES We are a Delaware corporation and our affairs are governed by our amended and restated certificate of incorporation and the DGCL. Pursuant to our amended and restated certificate of incorporation are authorized to issue 500,000,000 shares of our Class A common stock and 50,000,000 shares of our Class B common stock, as well as 1,000,000 shares of preferred sto

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specif

Code of Ethics.*

Exhibit 14.1 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. CODE OF ETHICS 1. Introduction The Board of Directors of Power & Digital Infrastructure Acquisition II Corp. has adopted this code of ethics (the “Code”), which is applicable to all directors, officers and employees, to: ● promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest b

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Power & Dig

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdic

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

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 Power & Digital Infrastructure Acquisition II Corp. (XPDB) and Montana Technologies Exceed $50 Million

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

Montana Technologies Announces Investment From Rice Investment Group Rice Investing $10 Million in Private Capital Raise Led By Carrier Ventures Investment Comes Ahead of Montana’s Business Combination With Power & Digital Infrastructure Acquisition

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 Montana Technologies Announces Investment From Rice Investment Group Rice Investing $10 Million in Priv

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / Westchester Capital Management, LLC - SC 13G Passive Investment

SC 13G 1 ef20021393sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. )* Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / MARSHALL WACE, LLP - POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73919C100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / FIR TREE CAPITAL MANAGEMENT LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / ARISTEIA CAPITAL LLC Passive Investment

SC 13G/A 1 formpowerdigitalsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (Rule 13d-102) Under the Securities Exchange Act of 1934 (Amendment No. 2) Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 73919C100 (CUSIP Number) December 31, 2023 (Date of

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 73919C100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Power &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / RLH Capital LLC - SCHEDULE 13G AMENDMENT Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / ADAGE CAPITAL PARTNERS GP, L.L.C. - POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. Passive Investment

SC 13G/A 1 p24-0595sc13ga.htm POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 73919C100 (CUSIP Number) December

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

First Amendment to Agreement and Plan of Merger, dated as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies, LLC.

Exhibit 10.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

SUSTAINABLY MEETING THE CHALLENGES OF COMFORT COOLING / HVAC AND WATER SUPPLY Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parti

Exhibit 99.1 SUSTAINABLY MEETING THE CHALLENGES OF COMFORT COOLING / HVAC AND WATER SUPPLY Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business c

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Power &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 xpdb20524.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Power & Digital Infrastructure Acquisition II Corp (Name of Issuer) Common Stock (Title of Class of Securities) 73919C100 (CUSIP Number) December 29, 2023 (Date of Event which Requires Filing of this Statement) Check the approp

SUSTAINABLY MEETING THE CHALLENGES OF COMFORT COOLING / HVAC AND WATER SUPPLY Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parti

Exhibit 99.1 SUSTAINABLY MEETING THE CHALLENGES OF COMFORT COOLING / HVAC AND WATER SUPPLY Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business c

First Amendment to Agreement and Plan of Merger, dated February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., Montana Technologies LLC and XPDB Merger Sub LLC (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 5, 2024).

Exhibit 10.1 FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “First Amendment”) is entered into as of February 5, 2024, by and among Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDB Merger Sub, LLC, a Delaware limited liability company (“Merger Sub” and, together with Parent, the “Parent Parties”

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Power &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 25, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juri

Montana Technologies and GE Vernova Agree to Form a Joint Venture to Manufacture Transformational Air Conditioning and Atmospheric Water Harvesting Products Combining GE Vernova’s Proprietary Sorbent Materials and Coating Processes with Montana’s Pat

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 Montana Technologies and GE Vernova Agree to Form a Joint Venture to Manufacture Transformational Air C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 PROXY STATEMENT FOR THE SPECIAL MEETING OF POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (A DELAWARE CORPORATION) AND PROSPECTUS FOR

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-273821 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 PROXY STATEMENT FOR THE SPECIAL MEETING OF POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (A DELAWARE CORPORATION) AND PROSPECTUS FOR 43,190,000 SHARES OF CLASS A COMMON STOCK OF POWER & DIGITAL INFRASTRUCTURE ACQ

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 January 16, 2024

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 January 16, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Technology 100 F Street, N.E. Washington, D.C. 20549-3561 Attention: Laura Veator; Stephen Krikorian; Austin Pattan; Jan Woo Re: Power & Digital Infrastructure Acquisition II Corp. Registrati

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / RLH Capital LLC - SCHEDULE 13G Passive Investment

Schedule 13G OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juris

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2024 Power & D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2024 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other juris

Consent of Dr. Marwa Zaatari to be named as a director of Power & Digital Infrastructure Acquisition II Corp.

Exhibit 99.6 Consent to be Named as a Director In connection with the filing by Power & Digital Infrastructure Acquisition II Corp. of Amendment No. 5 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Letter Agreement, dated as of January 7, 2024, by and among Carrier Corporation, Montana Technologies LLC and Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024).

Exhibit 10.18 Execution Version MONTANA TECHNOLOGIES LLC January 7, 2024 Carrier Corporation 13995 Pasteur Boulevard Palm Beach Gardens, FL 33418 Re: Carrier Investment in Montana Technologies Ladies and Gentlemen: This letter agreement (“Agreement”) is being entered into in connection with an aggregate investment of $10,000,003.50 by Carrier Corporation (together with its affiliates and subsidiar

Binding Term Sheet for a Commercialization and Collaboration Agreement, dated as of January 7, 2024, by and between Carrier Corporation and CAMT Climate Solutions Ltd. (incorporated by reference to Exhibit 10.19 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024).

Exhibit 10.19 EXECUTION VERSION CONFIDENTIAL BINDING TERM SHEET FOR A COMMERCIALIZATION AND COLLABORATION AGREEMENT BETWEEN CARRIER CORPORATION AND CAMT CLIMATE SOLUTIONS LTD This binding term sheet (the “Term Sheet”), dated as of January 7, 2024, summarizes the principal terms of a proposed commercial collaboration (the “Proposed Collaboration”) between Carrier Corporation (“Carrier”) and CAMT Cl

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / Walleye Capital LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Binding Term Sheet for a Commercialization and Collaboration Agreement, dated as of January 7, 2024, by and between Carrier Corporation and Montana Technologies LLC (incorporated by reference to Exhibit 10.20 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on January 10, 2024).

Exhibit 10.20 EXECUTION VERSION CONFIDENTIAL BINDING TERM SHEET FOR A COMMERCIALIZATION AND COLLABORATION AGREEMENT BETWEEN CARRIER CORPORATION AND MONTANA TECHNOLOGIES LLC This binding term sheet (the “Term Sheet”), dated as of January 7, 2024, summarizes the principal terms of a proposed commercial collaboration (the “Proposed Collaboration”) between Carrier Corporation (“Carrier”) and Montana T

As filed with the Securities and Exchange Commission on January 10, 2024.

As filed with the Securities and Exchange Commission on January 10, 2024. Registration No. 333-273821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 5 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or

Filed by Power & Digital Infrastructure Acquisition II Corp.

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 Montana Technologies Enters Joint Commercialization Agreement Term Sheet with Carrier Global to Provide

As filed with the Securities and Exchange Commission on December 22, 2023.

As filed with the Securities and Exchange Commission on December 22, 2023. Registration No. 333-273821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 December 22, 2023

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 December 22, 2023 VIA EDGAR Attention: Laura Veator Stephen Krikorian Austin Pattan Jan Woo Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3561 Re: Power & Digital Infrastructure Acquisition II

Entry into a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Power &

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 12, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jur

Amendment No. 1 to Investment Management Trust Agreement, dated as of December 14, 2023, between Power & Digital Infrastructure Acquisition II Corp. and Continental Stock Transfer & Company.

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 14, 2023, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized term

Amendment No, 1 to Investment Management Trust Agreement, dated December 14, 2023, by and between the Registrant and Continental Stock Transfer & Trust Company, as trustee. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 14, 2023).

Exhibit 10.1 AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT NO. 1 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of December 14, 2023, by and between Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized term

As filed with the Securities and Exchange Commission on December 4, 2023.

As filed with the Securities and Exchange Commission on December 4, 2023. Registration No. 333-273821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or

Consent of Stuart Porter to be named as a director of Power & Digital Infrastructure Acquisition II Corp.

Exhibit 99.4 Consent to be Named as a Director In connection with the filing by Power & Digital Infrastructure Acquisition II Corp. of Amendment No. 3 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Consent of Maxwell Baucus to be named as a director of Power & Digital Infrastructure Acquisition II Corp.

Exhibit 99.5 Consent to be Named as a Director In connection with the filing by Power & Digital Infrastructure Acquisition II Corp. of Amendment No. 3 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 December 4, 2023

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 December 4, 2023 VIA EDGAR Attention: Laura Veator Stephen Krikorian Austin Pattan Jan Woo Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3561 Re: Power & Digital Infrastructure Acquisition II C

Consent of Paul Dabbar to be named as a director of Power & Digital Infrastructure Acquisition II Corp.

Exhibit 99.3 Consent to be Named as a Director In connection with the filing by Power & Digital Infrastructure Acquisition II Corp. of Amendment No. 3 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Montana Technologies to Nominate Paul Dabbar to Board of Directors of Post-Combination Entity with Power & Digital Infrastructure Acquisition II Corp. Former Under Secretary for Science at the U.S. Department of Energy to help evaluate and execute hi

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 Montana Technologies to Nominate Paul Dabbar to Board of Directors of Post-Combination Entity with Powe

DOE and Montana Technologies Announce Breakthrough in HVAC and Water Harvesting Technology

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 U.S. Department of Energy Office of Technology Transitions November 9, 2023 DOE and Montana Technologie

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to Commission File No. 001-41151 POWER &

As filed with the Securities and Exchange Commission on October 27, 2023.

As filed with the Securities and Exchange Commission on October 27, 2023. Registration No. 333-273821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 October 27, 2023

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 October 27, 2023 VIA EDGAR Attention: Laura Veator Stephen Krikorian Austin Pattan Jan Woo Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3561 Re: Power & Digital Infrastructure Acquisition II C

SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a

Exhibit 99.1 SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combinat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Power

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other ju

SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a

Exhibit 99.1 SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combinat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Power

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other ju

As filed with the Securities and Exchange Commission on October 2, 2023.

As filed with the Securities and Exchange Commission on October 2, 2023. Registration No. 333-273821 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or o

Joint Development Agreement, dated as of September 27, 2022, by and between BASF SE and Montana Technologies LLC (incorporated by reference to Exhibit 10.13 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023).

Exhibit 10.13 *CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE OF INFORMATION THE COMPANY CUSTOMARILY AND ACTUALLY TREATS AS PRIVATE AND CONFIDENTIAL. REDACTED INFORMATION IS INDICATED BY [***]. JOINT DEVELOPMENT AGREEMENT Between BASF SE, having a place of business at 67059 Ludwigshafen, Germany (hereinafter referred to as “BASF”), and

Form of Proxy Card.

Exhibit 99.1

Consent of Patrick C. Eilers to be named as a director of Power & Digital Infrastructure Acquisition II Corp.

Exhibit 99.2 Consent to be Named as a Director In connection with the filing by Power & Digital Infrastructure Acquisition II Corp. of Amendment No. 1 to the Registration Statement on Form S-4 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named in the Registrati

Investment Agreement, dated as of September 29, 2023, by and among Montana Technologies LLC, Power & Digital Infrastructure Acquisition II Corp., Contemporary Amperex Technology Co., Limited, CATL US INC. and Contemporary Amperex Technology USA Inc. (incorporated by reference to Exhibit 10.15 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023).

Exhibit 10.15 EXECUTION VERSION INVESTMENT AGREEMENT by and among Montana Technologies LLC, POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., Contemporary Amperex Technology Co., Limited, CATL US INC. and Contemporary Amperex Technology USA Inc. Dated as of September 29, 2023 TABLE OF CONTENTS PAGE Article I Definitions Section 1.01 Definitions 1 Article II Representations Section 2.01 Represen

Amended and Restated Joint Venture Agreement for CAMT Climate Solutions LTD., dated as of September 29, 2023, by and among CATL US Inc., Montana Technologies LLC and CAMT Climate Solutions LTD (incorporated by reference to Exhibit 10.14 of the Company’s Registration Statement on Form S-4/A, filed with the SEC on October 2, 2023).

Exhibit 10.14 EXECUTION VERSION AMENDED AND RESTATED JOINT VENTURE AGREEMENT FOR CAMT CLIMATE SOLUTIONS LTD. BY AND AMONG CATL US INC., MONTANA TECHNOLOGIES LLC AND CAMT CLIMATE SOLUTIONS LTD. THIS AMENDED AND RESTATED JOINT VENTURE AGREEMENT (“Agreement”) is entered into on September 29, 2023, with an effective date as of October 27, 2021 (the “Effective Date”), BY AND AMONG: (1) CATL US Inc., a

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 October 2, 2023

Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, Illinois 60654 October 2, 2023 VIA EDGAR Attention: Laura Veator Stephen Krikorian Austin Pattan Jan Woo Division of Corporation Finance Office of Technology United States Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-3561 Re: Power & Digital Infrastructure Acquisition II Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to Commission File No. 001-41151 POWER & DIGIT

2

Filed by Power & Digital Infrastructure Acquisition II Corp. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Power & Digital Infrastructure Acquisition II Corp. Commission File No. 001-41151 The following are excerpts from an article published by BloombergNEF at https://www.bnef.com/insights/3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41151 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-41151 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form.

As filed with the Securities and Exchange Commission on August 8, 2023.

As filed with the Securities and Exchange Commission on August 8, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specified in its charter) Delaware 6770 86-2962208 (State or other jurisdiction of incor

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables FORM S-4 (Form Type) POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.

US73919C1009 / Power & Digital Infrastructure Acquisition II Corp., Class A / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Power & Digital Infrastructure Acquisition II Corp. (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Sec

Amendment to Amended and Restated Certificate of Incorporation of Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 13, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is Power & Digital Infrastructure Acq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 8-K __________________ CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest even

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Power & Digi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jurisdic

Sponsor Support Agreement, dated as of June 5, 2023, by and among XPDI Sponsor II LLC, Power & Digital Infrastructure Acquisition II Corp. and Montana Technologies LLC and the other parties signatory thereto.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 5, 2023, is made by and among Montana Technologies LLC, a Delaware limited liability company (the “Company”), Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDI Sponsor II LLC, a Delaware limited liability company (“Sponsor”), and the other holders of

Sponsor Support Agreement, dated as of June 5, 2023, by and among XPDI Sponsor II LLC, Power & Digital Infrastructure Acquisition II Corp. and Montana Technologies LLC and the other parties signatory thereto.

Exhibit 10.1 SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of June 5, 2023, is made by and among Montana Technologies LLC, a Delaware limited liability company (the “Company”), Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation (“Parent”), XPDI Sponsor II LLC, a Delaware limited liability company (“Sponsor”), and the other holders of

Montana Technologies to Combine with Power & Digital Infrastructure Acquisition II Corp. to Commercialize its Transformational AirJouletm Technology to Revolutionize and Accelerate Decarbonization of HVAC Systems and Water Supply

Exhibit 99.1 Media Contact: FTI Consulting [email protected] FOR IMMEDIATE RELEASE: Monday, June 5, 2023 8:15 AM EDT/ 1:15 PM BST Montana Technologies to Combine with Power & Digital Infrastructure Acquisition II Corp. to Commercialize its Transformational AirJouletm Technology to Revolutionize and Accelerate Decarbonization of HVAC Systems and Water Supply ● Montana Technologi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Agreement and Plan of Merger, dated as of June 5, 2023, by and among Montana Technologies LLC, XPDB Merger Sub, LLC and Power & Digital Infrastructure Acquisition II Corp. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on June 5, 2023).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., XPDB MERGER SUB, LLC, and MONTANA TECHNOLOGIES, LLC Dated as of June 5, 2023 TABLE OF CONTENTS Page Article I THE MERGER 3 Section 1.1. The Merger 3 Section 1.2. Effective Time 3 Section 1.3. Effect of the Merger 3 Section 1.4. Governing Documents 4 Section 1.5. Officers 4 A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Power & Digi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jurisdic

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 5, 2023 Power & Digital Infrastructure Acquisition II Corp. (Exact name of registrant as specified in its charter) Delaware 001-441151 86-2962208 (State or other jurisdic

Agreement and Plan of Merger, dated as of June 5, 2023, by and among Power & Digital Infrastructure Acquisition II Corp., XPDB Merger Sub, LLC and Montana Technologies LLC.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER BY AND AMONG POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP., XPDB MERGER SUB, LLC, and MONTANA TECHNOLOGIES, LLC Dated as of June 5, 2023 TABLE OF CONTENTS Page Article I THE MERGER 3 Section 1.1. The Merger 3 Section 1.2. Effective Time 3 Section 1.3. Effect of the Merger 3 Section 1.4. Governing Documents 4 Section 1.5. Officers 4 A

SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a

Exhibit 99.2 SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combinat

SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a

Exhibit 99.2 SUSTAINABLY MEETING THE CHALLENGES OF WATER SUPPLY AND COMFORT COOLING Basis of Presentation These presentation materials (“Presentation Materials”) are provided for informational purposes only and have been prepared to assist interested parties in a proposed private placement in making their own evaluation with respect to an investment in connection with a potential business combinat

Montana Technologies to Combine with Power & Digital Infrastructure Acquisition II Corp. to Commercialize its Transformational AirJouletm Technology to Revolutionize and Accelerate Decarbonization of HVAC Systems and Water Supply

Exhibit 99.1 Media Contact: FTI Consulting [email protected] FOR IMMEDIATE RELEASE: Monday, June 5, 2023 8:15 AM EDT/ 1:15 PM BST Montana Technologies to Combine with Power & Digital Infrastructure Acquisition II Corp. to Commercialize its Transformational AirJouletm Technology to Revolutionize and Accelerate Decarbonization of HVAC Systems and Water Supply ● Montana Technologi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from  to Commission File No. 001-41151 POWER & DIGI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the period from to POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (Exact name of registrant as specif

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                to      

By-Laws (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K filed with the SEC on April 17, 2023).

Exhibit 3.2 AMENDED AND RESTATED BY LAWS OF POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from                to