Montana Technologies LLC entered into a Letter of Intent to acquire Power & Digital Infrastructure Acquisition II Corp. (NasdaqGM:XPDB) from XPDI Sponsor II LLC, Radcliffe Capital Management, L.P., Walleye Capital LLC, RLH Capital, LLC and Others in a reverse merger transaction on May 8, 2023. Montana Technologies LLC entered into a business combination agreement to acquire Power & Digital Infrastructure Acquisition II Corp. from XPDI Sponsor II LLC, Radcliffe Capital Management, L.P., Walleye Capital LLC, RLH Capital, LLC and Others for approximately $620 million in a reverse merger transaction on June 5, 2023. As part of the business combination, Montana Equityholders will receive aggregate consideration of approximately $421.9 million in the form of newly issued shares of Class A common stock and Class B common stock, which amount will be adjusted as set forth in the merger agreement. Montana?s equity holders (other than Montana warrant holders) will also have the opportunity to receive additional equity consideration in the form of additional shares of Class A common stock at $10 per share upon achievement of certain milestones related to production capacity and anticipated annualized EBITDA of the Combined Company following the Closing. The maximum value of the earnout shares will be capped at $200 million and the ability to receive Earnout Shares will expire upon the fifth anniversary of the closing. A majority of the independent directors of the Combined Company will have sole discretion in determining milestone achievement, the calculations of payments and the dates construction is deemed completed. The grants of the Earnout Shares will be dependent upon board approval to construct lines of production of coated contractors based upon demand from customer commitments beyond three lines of production in the base plan. The Company, which will operate under the name of Montana Technologies will be publicly listed on NASDAQ. Following transaction close, Matt Jore is expected to remain in the role of Chief Executive Officer and lead the pro forma Company.

The transaction is subject to certain closing conditions including all waiting periods and any extensions thereof applicable to the transactions contemplated by the Merger Agreement under the Hart-Scott-Rodino Act must have expired or been terminated; the approval of the holders of Montana Preferred Units, to the extent needed to complete the conversion of the Montana Preferred Units into Class B Common Units prior to closing, the registration statement, of which proxy statement/prospectus forms a part, must have become effective; the XPDB Common Stock to be issued in the Business Combination must have been approved by the Nasdaq; the approval of each of the proposals set forth in the proxy statement/prospectus must have been obtained in accordance with the DGCL, XPDB?s organizational documents and the rules and regulations of the Nasdaq; the aggregate transaction proceeds must be equal to or in excess of $85 million; approval of the proposed transactions by XPDB?s stockholders and receipt of certain governmental and regulatory approvals. On February 5, 2024, XPDB and Montana Technologies reduced the Aggregate Transaction Proceeds condition from $85 million to $50 million. The agreement has been unanimously approved by the Board of Montana and XPDB. The XPDB Board unanimously recommends that XPDB?s stockholders vote for the merger. As of June 7, 2023, the redemption deadline in connection with the vote on the Extension (as defined below), holders of 18,141,822 shares of Class A common stock, par value $0.0001 per share (the ?Class A common stock?), have elected to redeem their shares in connection with the proposal to extend the time by which the Company has to consummate an initial business combination (the ?Extension?), which would result in 10,608,178 shares of Class A common stock remaining outstanding after giving effect to such redemptions. As of January 10, 2024, a special meeting of stockholders of Power & Digital Infrastructure Acquisition II will be held on March 8, 2024, to consider and vote upon a proposal to approve the agreement and plan of merger. The merger is expected to close in the fourth quarter of 2023. As of March 12, 2024, the merger was approved by Power & Digital's shareholders. As per filing on November 28, 2023, the proposed business combination is expected to close by the end of the first quarter of 2024. The Company intends to use the funds to execute its strategic global partnerships, scale production, expand its operational leadership team, and for general operating purposes.

Barclays acted as exclusive capital markets advisor to XPDB. Debbie P. Yee, P.C., Adam Garmezy, Lance K. Hancock, Scott Myers, James Long, Michael William Morgan, Keyan Norman and Andrew William Daniels of Kirkland & Ellis LLP are serving as legal counsel to XPDB. Ryan Maierson and John Greer, Bryant Lee, Julie Crisp, Joshua Marnitz, Sarah Gagan, Jason Cruise and Peter Todaro of Latham & Watkins LLP are serving as legal counsels to Montana Technologies. Vinson & Elkins is serving as counsel to Barclays. Continental Stock Transfer & Trust Company acted as transfer agent and registrar for the XPDB Common Stock. Morrow Sodali LLC acted as proxy solicitor to XPDB for a fee of $27,500 plus disbursements.

Montana Technologies LLC completed the acquisition of Power & Digital Infrastructure Acquisition II Corp. (NasdaqGM:XPDB) from XPDI Sponsor II LLC, Radcliffe Capital Management, L.P., Walleye Capital LLC, RLH Capital, LLC and Others in a reverse merger transaction on March 14, 2024.