The target is the developer of AirJoule, a renewable energy and cooling technology.
The transaction is expected to close in the fourth quarter.
The deal is expected to provide approximately $421.9 million, according to an 8-K filing. The SPAC raised $250 million in a December 2021 IPO. Closing conditions include the satisfaction of the minimum aggregate transaction proceeds, according to the filing although the minimum amount was not disclosed.
The deal also includes up to $200 million in earn-out shares based on certain performance metrics post-merger.
The SPAC has called a June 9 meeting seeking shareholder approval for a deadline extension from June 14 to Dec. 14. If approved, the sponsor will deposit the lesser of 3 cents a share for all outstanding sharesor $300,000. The maximum contributions under the extension proposal would be capped at $1.8 million. Read more.