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
II Corp. ("XPDB")
Montana's Patented AirJoule®
System Reduces Energy Consumption and CO2 Emissions for
Air Conditioning, While Reducing or Eliminating Refrigerants and
Providing Water from Air
RONAN,
Mont., Feb. 20, 2024 /PRNewswire/ -- Montana
Technologies LLC ("Montana" or the
"Company") today announced that Rice Investment Group ("Rice") has
committed to invest $10 million in
Montana as part of a private
capital consortium led by Carrier Ventures. Following the closing
of its business combination with Power & Digital Infrastructure
Acquisition II Corp (NASDAQ: XPDB, XPDBU,
XPDBW) expected in March, Montana will trade on the NASDAQ under the
ticker symbol "AIRJ".
The investment from Rice will accelerate the commercialization
of Montana's patented
AirJoule® system. It follows the execution of an agreement
between Montana and Carrier Corp. to commercialize the
AirJoule® technology in Carrier's Heating, Ventilation, and
Air Conditioning (HVAC) markets throughout the
Americas, Europe, India, and the Middle East.
Montana also most recently
announced the formation of a joint venture with GE Vernova to
combine GE Vernova's proprietary sorbent materials and coating
processes with the AirJoule® system.
Kyle Derham, Partner, Rice
Investment Group, said, "AirJoule® is a transformational
energy efficiency technology that we believe is capable of gigaton
scale decarbonization while lowering costs without subsidies. Our
diligence revealed meaningful engagement from blue-chip strategics
who have performed extensive work to validate the technical claims
of the Company and are now preparing to fully support product
commercialization. We believe the Company's go-to-market strategy
can lead to rapid market adoption in the large and growing HVAC and
air-to-water end markets."
The AirJoule® system utilizes a unique, patented
(self-regenerating pressure swing adsorption) method to harvest
thermal energy and water from air. Incorporating GE
Vernova's sorbent innovations into this proprietary system has
the potential to reduce electricity consumption as compared to
conventional air conditioning cooling systems and result in a
corresponding reduction in carbon emissions as well as a reduction,
or in some cases elimination, of refrigerants. In addition, the
combined technologies can harvest water from the atmosphere at low
cost, offering a potential solution to water scarcity around the
world. The AirJoule® System also leverages Montana's important global supply agreement
with BASF, one of the world's largest chemical companies, whose
expertise and investments in the new sorbent materials allows low
cost at production scale.
"We are extremely grateful to have the support of such a
reputable team as the Rice Group," said Matt Jore, CEO of
Montana Technologies. "Their financial acumen and energy market
knowledge is invaluable, and Montana is fortunate to have them on board as
an investor and major force in the transition to low cost, clean
resources in the energy and water nexus."
Pat Eilers, CEO of XPDB, said,
"We are thrilled to add Rice to an already impressive group of
strategic and financial investors. Rice has an excellent track
record of scaling category defining energy transition businesses
utilizing a SPAC vehicle. Their investment also provides a strong
vote of confidence in the AirJoule® technology and business plan,
given Rice's extensive diligence, and support for the business
combination between XPDB and Montana to access the public markets and most
efficiently finance the anticipated demand for GE's and
Montana's breakthrough
technologies."
About Montana Technologies
Montana Technologies is an
atmospheric thermal energy and water harvesting technology company
that provides efficient and sustainable air conditioning and water
from air through its transformational AirJoule® technology.
For more information, visit www.mt.energy.com.
About Rice Investment Group
Rice Investment Group
(Rice, RIG) is a multi-strategy investment fund backed by the Rice
family. The Rice family founded Rice Energy, an Appalachian Basin
focused natural gas operator that later merged with EQT Corporation
to form the largest natural gas producer in North America. RIG invests in all verticals of
the energy sector and focuses on situations where its technical,
operational, and strategic expertise can add shareholder value.
Rice has also sponsored two SPACs, Rice Acquisition Corp I
(combined with Archaea Energy and Aria Energy, later sold to bp for
$4 billion) and Rice Acquisition Corp
II (combined with NET Power for $1.5
billion, NYSE: NPWR). For more information, visit
www.riceinvestmentgroup.com.
About Power & Digital Infrastructure Acquisition II
Corp
Power & Digital Infrastructure Acquisition II Corp
(XPDB) is a blank check company incorporated in Delaware for the purpose of effecting a
merger, capital stock exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses.
Forward Looking Statements
Certain statements in this
press release may be considered "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995 and
within the meaning of the federal securities laws with respect to
the Proposed Business Combination between XPDB and Montana, including statements regarding the
benefits of the Proposed Business Combination, the anticipated
timing of the Proposed Business Combination, the likelihood and
ability of the parties to successfully consummate the Proposed
Business Combination, the amount of funds available in the trust
account as a result of shareholder redemptions or otherwise, the
amount of funds to be invested by Rice, the impact, cost and
performance of the AirJoule® technology once commercialized, the
services offered by Montana and
the markets in which Montana
operates, business strategies, debt levels, industry environment,
potential growth opportunities, the effects of regulations
and XPDB's or Montana's
projected future results. These forward-looking statements
generally are identified by the words "believe," "predict,"
"project," "potential," "expect," "anticipate," "estimate,"
"intend," "strategy," "future," "forecast," "opportunity," "plan,"
"may," "should," "will," "would," "should," "will be," "will
continue," "will likely result," and similar expressions (including
the negative versions of such words or expressions).
Forward-looking statements are predictions, projections and
other statements about future events that are based on current
expectations and assumptions and, as a result, are subject to risks
and uncertainties. Many factors could cause actual future events to
differ materially from the forward-looking statements in this
document, including but not limited to: (i) the risk that the
Proposed Business Combination may not be completed in a timely
manner or at all, which may adversely affect the price of XPDB
securities; (ii) the risk that the Proposed Business Combination
may not be completed by XPDB's business combination deadline and
the potential failure to obtain an extension of the business
combination deadline if sought by XPDB; (iii) the failure to
satisfy the conditions to the consummation of the Proposed Business
Combination, including the approval of the Proposed Business
Combination by XPDB's stockholders, the satisfaction of the minimum
aggregate transaction proceeds amount following redemptions by
XPDB's public stockholders and the receipt of certain governmental
and regulatory approvals; (iv) the failure to obtain financing to
complete the Proposed Business Combination and to support the
future working capital needs of Montana; (v) the effect of the announcement or
pendency of the Proposed Business Combination on Montana's business relationships, performance,
and business generally; (vi) risks that the Proposed Business
Combination disrupts current plans of Montana and potential difficulties in
Montana's employee retention as a
result of the Proposed Business Combination; (vii) the outcome of
any legal proceedings that may be instituted against XPDB or
Montana related to the agreement
and the Proposed Business Combination; (viii) changes to the
proposed structure of the business combination that may be required
or appropriate as a result of applicable laws or regulations or as
a condition to obtaining regulatory approval of the business
combination; (ix) the ability to maintain the listing of the XPDB's
securities on the NASDAQ; (x) the price of XPDB's securities,
including volatility resulting from changes in the competitive and
highly regulated industries in which Montana plans to operate, variations in
performance across competitors, changes in laws and regulations
affecting Montana's business and
changes in the combined capital structure; (xi) the ability to
implement business plans, forecasts, and other expectations after
the completion of the Proposed Business Combination, including the
possibility of cost overruns or unanticipated expenses in
development programs, and the ability to identify and realize
additional opportunities; (xii) the enforceability of Montana's intellectual property, including its
patents, and the potential infringement on the intellectual
property rights of others, cyber security risks or potential
breaches of data security; and (xiii) other risks and uncertainties
set forth in the section entitled "Risk Factors" and "Cautionary
Note Regarding Forward-Looking Statements" in XPDB's Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on the website of the Securities and
Exchange Commission (the "SEC") at www.sec.gov and other documents
filed, or to be filed with the SEC by XPDB, including the
Registration Statement (as defined below). The foregoing list of
factors is not exhaustive. There may be additional risks that
neither XPDB or Montana presently
know or that XPDB or Montana
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. You should carefully consider the foregoing factors and
the other risks and uncertainties that will be described in XPDB's
definitive proxy statement contained in the Registration Statement,
including those under "Risk Factors" therein, and other documents
filed by XPDB from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and XPDB and Montana assume no
obligation and, except as required by law, do not intend to update
or revise these forward-looking statements, whether as a result of
new information, future events, or otherwise. Neither XPDB nor
Montana gives any assurance that
either XPDB or Montana will
achieve its expectations.
Additional Information about the Proposed Transaction and
Where to Find It
In connection with the Proposed Business
Combination, XPDB has filed a registration statement on Form S-4
(the "Registration Statement") that includes a preliminary
prospectus and preliminary proxy statement of XPDB. The definitive
proxy statement/final prospectus and other relevant documents have
been sent to all XPDB stockholders as of a record date established
for voting on the Proposed Business Combination and the other
matters to be voted upon at a meeting of XPDB's stockholders to be
held to approve the Proposed Business Combination and other matters
(the "Special Meeting"). XPDB may also file other documents
regarding the Proposed Business Combination with the SEC. The
definitive proxy statement/final prospectus will contain important
information about the Proposed Business Combination and the other
matters to be voted upon at the Special Meeting and may contain
information that an investor will consider important in making a
decision regarding an investment in XPDB's securities. Before
making any voting decision, investors and security holders of XPDB
and other interested parties are urged to read the Registration
Statement and the proxy statement/prospectus and all other relevant
documents filed or that will be filed with the SEC in connection
with the Proposed Business Combination as they become available
because they will contain important information about the Proposed
Business Combination.
Investors and security holders will also be able to obtain free
copies of the definitive proxy statement/final prospectus and all
other relevant documents filed or that will be filed with the SEC
by XPDB through the website maintained by the SEC at www.sec.gov,
or by directing a request to XPDB, 321 North Clark Street, Suite
2440, Chicago, IL 60654, or by
contacting Morrow Sodali LLC, XPDB's proxy solicitor, for help,
toll-free at (800) 662-5200 (banks and brokers can call collect at
(203) 658-9400).
INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN
APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY
AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS
OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION
CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Participants in the Solicitation
XPDB, Montana and certain of their respective
directors, executive officers may be deemed participants in the
solicitation of proxies from XPDB's stockholders with respect to
the Proposed Business Combination. A list of the names of those
directors and executive officers of XPDB and a description of their
interests in XPDB is set forth in XPDB's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K. Additional information regarding the interests of those
persons and other persons who may be deemed participants in the
Proposed Business Combination may be obtained by reading the
Registration Statement regarding the Proposed Business Combination.
The documents described in this paragraph are available free of
charge at the SEC's website at www.sec.gov, or by directing a
request to XPDB, 321 North Clark Street, Suite 2440, Chicago, IL 60654. Additional information
regarding the names and interests of such participants is contained
in the Registration Statement for the Proposed Business
Combination.
No Offer and Non-Solicitation
This press release is
not a proxy statement or solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the
potential transaction and shall not constitute an offer to sell or
a solicitation of an offer to buy the securities of XPDB,
Montana or the combined company,
nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Press Contacts
Montana Technologies:
Andy Maas;
Daniel Yunger
Kekst CNC
MTMediaInquiries@kekstcnc.com
Rice Investment Group:
Charles
Burrus
info@riceinvestmentgroup.com
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SOURCE Montana Technologies