SEC Comment Letter 0000000000-23-013673 to AirJoule Technologies Corp. (AIRJ)
AirJoule Technologies Corp.
Date: Dec. 14, 2023 · CIK: 0001855474 · Accession: 0000000000-23-013673
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273821
Letter
United States securities and exchange commission logo December 14, 2023 Patrick Eilers Chief Executive Officer Power & Digital Infrastructure Acquisition II Corp. 321 North Clark Street, Suite 2440 Chicago, IL 60654 Re:Power & Digital Infrastructure Acquisition II Corp. Amendment No. 3 to Registration Statement on Form S-4 Filed December 4, 2023 File No. 333-273821 Dear Patrick Eilers: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 9, 2023 letter. Registration Statement on Form S-4 Unaudited Pro Forma Condensed Combined Financial Statements Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 62 1.Your disclosure in Note J indicates that the estimated fair value of the Earnout Shares is $84 million. Please clarify your disclosure to describe how much of this is related to Earnout Shares that will be recognized as contingent consideration and how much of this is related to Options and Earnout shares that will be recognized as post- combination compensation expense.
FirstName LastNamePatrick Eilers Comapany NamePower & Digital Infrastructure Acquisition II Corp. December 14, 2023 Page 2 FirstName LastName Patrick Eilers Power & Digital Infrastructure Acquisition II Corp. December 14, 2023 Page 2 Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if you have questions regarding comments on the financial statements and related matters. Please contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions. Sincerely, Division of Corporation Finance Office of Technology cc: Debbie Yee
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United States securities and exchange commission logo
December 14, 2023
Patrick Eilers
Chief Executive Officer
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, IL 60654
Re:Power & Digital Infrastructure Acquisition II Corp.
Amendment No. 3 to Registration Statement on Form S-4
Filed December 4, 2023
File No. 333-273821
Dear Patrick Eilers:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 9, 2023 letter.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 62
1.Your disclosure in Note J indicates that the estimated fair value of the Earnout Shares is
$84 million. Please clarify your disclosure to describe how much of this is related to
Earnout Shares that will be recognized as contingent consideration and how much of this
is related to Options and Earnout shares that will be recognized as post-
combination compensation expense.
FirstName LastNamePatrick Eilers
Comapany NamePower & Digital Infrastructure Acquisition II Corp.
December 14, 2023 Page 2
FirstName LastName
Patrick Eilers
Power & Digital Infrastructure Acquisition II Corp.
December 14, 2023
Page 2
Please contact Laura Veator at 202-551-3716 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Austin Pattan at 202-551-6756 or Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc: Debbie Yee