Correspondence 0001213900-23-098333 from AirJoule Technologies Corp. (AIRJ)
AirJoule Technologies Corp.
Date: Dec. 22, 2023 · CIK: 0001855474 · Accession: 0001213900-23-098333
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-273821
Letter
Power & Digital Infrastructure Acquisition II Corp.
321 North Clark Street, Suite 2440
Chicago, Illinois 60654
December 22, 2023
VIA EDGAR
Attention: Laura Veator
Stephen Krikorian
Austin Pattan
Jan Woo
Division of Corporation Finance
Office of Technology
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3561
Re: Power & Digital Infrastructure Acquisition II Corp.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273821
Ladies and Gentlemen:
This letter sets forth the response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) set forth in your letter, dated December 14, 2023, with respect to Amendment No. 3 to the above referenced Registration Statement on Form S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly filing Amendment No. 4 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into this response letter in italics.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Business Combination, 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.
RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 64 of the Revised Registration Statement to add a table at the bottom of Note J to reflect the percentage of Earnout Shares that will be treated as contingent consideration versus post-combination compensation expense.
We respectfully request the Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P. Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions or further comments regarding the responses to the Staff’s comments.
Sincerely,
POWER & DIGITAL INFRASTRUCTURE
ACQUISITION II CORP.
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Power & Digital Infrastructure Acquisition
II Corp.
321 North Clark Street, Suite 2440
Chicago, Illinois 60654
December 22, 2023
VIA EDGAR
Attention:
Laura Veator
Stephen Krikorian
Austin Pattan
Jan Woo
Division of Corporation Finance
Office of Technology
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549-3561
Re:
Power & Digital Infrastructure Acquisition II Corp.
Registration Statement on Form S-4
Filed August 9, 2023
File No. 333-273821
Ladies and Gentlemen:
This letter sets forth the
response of Power & Digital Infrastructure Acquisition II Corp. (the “Company”) to the comments of the staff
of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
set forth in your letter, dated December 14, 2023, with respect to Amendment No. 3 to the above referenced Registration Statement on Form
S-4 (the “Registration Statement”). Concurrently with the submission of this letter, the Company is publicly
filing Amendment No. 4 to the Registration Statement (the “Revised Registration Statement”). Capitalized terms
used but not otherwise defined herein shall have the meanings ascribed thereto in the Revised Registration Statement. Set forth below
is the Company’s response to the Staff’s comments. For the Staff’s convenience, we have incorporated your comments into
this response letter in italics.
Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Description of the Business Combination, 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.
RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff that it has revised the disclosure on page 64 of
the Revised Registration Statement to add a table at the bottom of Note J to reflect the percentage of Earnout Shares that will be treated
as contingent consideration versus post-combination compensation expense.
We respectfully request the
Staff’s assistance in completing the review of the Revised Registration Statement as soon as possible. Please contact Debbie P.
Yee, P.C. of Kirkland & Ellis LLP at (713) 836-3630 or Lance K. Hancock of Kirkland & Ellis LLP at (801) 877-8120 with any questions
or further comments regarding the responses to the Staff’s comments.
Sincerely,
POWER & DIGITAL INFRASTRUCTURE
ACQUISITION II CORP.
/s/ Patrick C. Eilers
Name:
Patrick C. Eilers
Title:
Chief Executive Officer
Enclosures
cc:
Debbie P. Yee, P.C., Kirkland & Ellis LLP
Lance K. Hancock, Kirkland & Ellis LLP