CERTAIN TERMS
Unless otherwise stated in this Annual Report on Form 10-K (this “Report”), or the context otherwise requires, references to:
| ● | “A&R Joint Venture Agreement” are to the Amended and Restated Joint Venture Agreement for the AirJoule JV, entered into on March 4, 2024 between us and GE Vernova; |
| ● | “amended and restated certificate of incorporation” are to the amended and restated certificate of incorporation of the company, which was adopted in connection with the closing of our initial public offering; |
| ● | “anchor investors” are to certain funds and accounts managed by subsidiaries of BlackRock, Inc.; |
| ● | “Business Combination” are to the Merger and the other transactions contemplated by the Merger Agreement; |
| ● | “CAMT” are to CAMT Climate Solutions, a limited liability company organized under the laws of Hong Kong pursuant to a joint venture entered into on October 27, 2021 between us and CATL; we and CATL both own 50% of CAMT’s issued and outstanding shares; |
| ● | “CATL” are to Contemporary Amperex Technology Co., Limited; |
| ● | “CATL Joint Venture Agreement” are to the Amended and Restated Joint Venture Agreement for CAMT, entered into on September 29, 2023 between us and CATL US; |
| ● | “CATL US” are to CATL US Inc., an affiliate of CATL; |
| ● | “Carrier” are to Carrier Global Corporation, a global provider of HVAC equipment and technology headquartered in Palm Beach Gardens, Florida; |
| ● | “Class A common stock” are to our Class A common stock, par value $0.0001 per share; |
| ● | “Class B common stock” are to our Class B common stock, par value $0.0001 per share; |
| ● | “coated contactors” are to heat exchangers coated with our proprietary sorbent material, such as a metal organic framework; |
| ● | “common stock” are to our Class A common stock and our Class B common stock; |
| ● | “common unit” are to our units issued in our initial public offering; |
| ● | “founder shares” are to shares of our Class B common stock initially issued to our sponsor in a private placement prior to our initial public offering and the shares of our Class A common stock that will be issued upon the automatic conversion of the shares of our Class B common stock at the time of our initial business combination (for the avoidance of doubt, such shares of our Class A common stock will not be “public shares”); |
| ● | “GE Vernova” are to GE Ventures LLC; |
| ● | “IPO” are to the initial public offering of the company completed on December 14, 2021; |
| ● | “Joint Development Agreement” are to the joint development agreement, dated as of September 27, 2022, with BASF for the production of engineered super-porous MOF materials to our specifications that are applied as a coating to AirJoule contactors to perform the energy and water-harvesting function; |
| ● | “Management” or our “management team” are to our executive officers and directors, and “directors” are to our current directors; |
| ● | “Merger” are to the merger of Merger Sub with and into our Predecessor pursuant to the Business Combination Agreement, in which our Predecessor survived and became a direct, wholly owned subsidiary of XPDB; |
| ● | “Merger Agreement” are to the Agreement and Plan of Merger between XPDB, XPDB Merger Sub, LLC, a direct wholly-owned subsidiary of XPDB, and our Predecessor, dated June 5, 2023 and amended February 5, 2024; |
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| ● | “Merger Sub” are to XPDB Merger Sub, LLC, a direct, wholly-owned subsidiary of XPDB; |
| ● | “MOF” are to metal organic framework, a highly porous material engineered to adsorb certain molecules from the air; |
| ● | “Nasdaq” are to the Nasdaq Stock Market LLC; |
| ● | “PNNL” means the Pacific Northwest National Laboratory, one of the United States Department of Energy national laboratories located in Richland, Washington; |
| ● | “Predecessor” are to, prior to the consummation of the Business Combination, Montana Technologies, LLC. In November 2024, Montana Technologies LLC changed its name to AirJoule Technologies LLC; |
| ● | “private placement warrants” are to the warrants of the company to purchase one share of common stock, which warrants were initially purchased by the sponsor and the anchor investors in a private placement that closed simultaneously with the IPO and upon conversion of working capital loans, if any; |
| ● | “public shares” are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market); |
| ● | “public warrants” are to the publicly traded warrants of the company to purchase one share of common stock issued as part of each common unit in our initial public offering and which began trading separately on January 31, 2022; |
| ● | “sponsor” are to XPDI Sponsor II LLC, a Delaware limited liability company formed by individuals affiliated with TEP and XMS. References to the experience of our sponsor include the experience of TEP, XMS and their respective affiliated investment professionals; |
| ● | “TEP” are to Transition Equity Partners, LLC, a private equity fund focused on renewable and transition energy infrastructure in North America; |
| ● | “trust account” are to the trust account set up following our initial public offering with Continental Stock Transfer & Trust Company acting as trustee; |
| ● | “warrants” are to the private placement warrants, public warrants and any warrants we issue to our sponsor upon conversion of loans; |
| ● | “we,” “us,” “our,” “company” or “our company” are to (i) following the Business Combination, AirJoule Technologies Corporation (formerly known as Montana Technologies Corporation) and its consolidated subsidiaries, and (ii) prior to the Business Combination, AirJoule Technologies LLC (formerly known as Montana Technologies LLC) (the predecessor entity in existence prior to the consummation of the Business Combination) and its consolidated subsidiaries. |
| ● | “Wh/L” are to watt-hours per liter, the unit of measurement for energy required to remove a liter of water from the air by AirJoule and other methods of dehumidification |
| ● | “XMS” are to XMS XPDI Sponsor Holdings II LLC, an entity owned by professionals of XMS Capital Partners, LLC, a global independent financial services firm, primarily providing strategic and financial advisory services; |
| ● | “XMS Capital” are to XMS Capital Partners, LLC, an entity experienced in providing strategic and financial advisory services, inducing advising clients on mergers and acquisitions, capital structure, financings, takeover and activist preparation, and restructurings; and |
| ● | “XPDB” are to Power & Digital Infrastructure Acquisition II Corp., a special purpose acquisition company. In connection with closing the Business Combination, XPDB changed its name to Montana Technologies Corporation. On November 13, 2024, Montana Technologies Corporation changed its name to AirJoule Technologies Corporation. |
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