DEF 14A of AirJoule Technologies Corp.
Filed Feb 20, 20240001213900-24-015392
Q: What interests do the Company’s Sponsor, directors and officers have in the approval of the Proposals?
Q: What interests do the Company’s Sponsor, directors and officers have in the approval of the Proposals? A: Our Sponsor, directors and officers have interests in the Proposals that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things, director or indirect ownership of our founder shares and warrants that may become exercisable in the future and advances that will not be repaid in the event of our winding up and the possibility of future compensatory arrangements. See the section entitled “The Special Meeting — Interests of Our Sponsor, Directors and Officers.”
Interests of Our Sponsor, Directors and Officers
Interests of Our Sponsor, Directors and Officers When you consider the recommendation of our board, you should keep in mind that our Sponsor, directors and officers have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things, the interests listed below: • If the Extension Amendment Proposal is not approved and if we do not consummate our initial business combination transaction by March 14, 2024, we would: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then issued and outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the 7,187,500 founder shares purchased by the Sponsor for an aggregate purchase price of $25,000, or approximately $0.004 per share (as held by the Sponsor and Paul Dabbar, Paul Gaynor and Scott Widham, each an independent director of our Company), would be worthless because following the redemption of the public shares, we would likely have few, if any, net assets and because our holders of our founder shares have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if we fail to complete our initial business combination within the required period. • In addition, simultaneously with the closing of our IPO, we consummated the sale of 11,125,000 private placement warrants at a price of $1.00 per warrant in a private placement to our Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. The private placement warrants are each exercisable for one share of Class A common stock at $11.50 per share. If we do not consummate our initial business combination by March 14, 2024, or by the Extended Date or Additional Extended Date, as applicable, if the Extension Amendment Proposal is approved by the requisite number of votes (or, if the date by which we have to complete a business combination is further extended at a duly called special meeting, such later date) then the proceeds from the sale of the private placement warrants will be part of the liquidating distribution to the public stockholders and the warrants held by our Sponsor and its affiliate will be worthless. • Certain of our directors and executive officers will continue to be directors and officers of the Company following the consummation of the Montana Business Combination (the “Post-Combination Company”) and may continue to be directors and officers of the Company following any other initial business combination. As such, in the future, our directors and executive officers will receive any cash fees, stock options or stock awards that the Post-Combination Company board of directors determines to pay to its directors and officers. • In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per public share and (2) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. • No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, advisory fees and consulting fees in an aggregate amount of up to $3,000,000 that will be paid to XMS Capital Partners, LLC (“XMS Capital”) and Transition Equity Partners, LLC (“TEP”) in connection with our initial business combination and $20,000 per month for office space and secretarial and administrative services. These amounts have not yet been paid but are accruing. Such arrangement will terminate upon the consummation of our initial business combination. • Due to the differential in the purchase price that our Sponsor and its affiliates paid for the founder shares and private placement warrants as compared to the price of the public shares sold in the Company’s IPO and the substantial number of Class A common stock our Sponsor will receive upon conversion of the founder shares in connection with our initial business combination and exercise of the private placement warrants, our Sponsor and its affiliates may earn a positive rate of return on their investment even if other public stockholders of the Company experience a negative rate of return in the Post-Combination Company, and they may therefore be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Company’s stockholders rather than liquidate. • One of our directors, Patrick C. Eilers, is a majority investor in TEP Montana, LLC which owns equity in Montana equal to approximately 4.9% of Montana’s outstanding units. TEP Montana paid approximately $4,452,825 for such units. Mr. Eilers is an advisor to the Montana board of directors. Additionally, Mr. Eilers is expected to be a member of the Post-Combination Company board of directors following the consummation of the Montana Business Combination. • The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.