Montana Technologies Corp. Files 8-K on Key Corporate Events

TL;DR

Montana Technologies (MT) filed an 8-K detailing a material agreement, acquisition completion, and change of control. Big moves happening!

AI Summary

Montana Technologies Corp. (formerly Power & Digital Infrastructure Acquisition II Corp.) filed an 8-K on March 20, 2024, reporting several material events as of March 14, 2024. These include entering into a material definitive agreement, completion of an acquisition, unregistered sales of equity securities, and changes in control. The company is in the business of air conditioning, heating, and refrigeration equipment.

Why It Matters

This 8-K filing indicates significant corporate actions, including acquisitions and changes in control, which could impact the company's structure, operations, and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions like acquisitions and changes in control, which inherently carry higher risk due to potential integration challenges and strategic shifts.

Key Players & Entities

• Montana Technologies Corp. (company) — Current company name
• Power & Digital Infrastructure Acquisition II Corp. (company) — Former company name
• 20240314 (date) — Period of report
• 20240320 (date) — Filing date

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share AIRJ Nasdaq Capital Marke
• $10.85 — at a redemption price of approximately $10.85 per share, for an aggregate redemption
• $112,697,085.95 — , for an aggregate redemption amount of $112,697,085.95 (the "Business Combination Redemption")

Filing Documents

• ea0202160-8k_montana.htm (8-K) — 139KB
• ea020216001ex3-1_montana.htm (EX-3.1) — 67KB
• ea020216001ex3-2_montana.htm (EX-3.2) — 204KB
• ea020216001ex10-1_montana.htm (EX-10.1) — 175KB
• ea020216001ex10-2_montana.htm (EX-10.2) — 35KB
• ea020216001ex10-3_montana.htm (EX-10.3) — 91KB
• ea020216001ex10-4_montana.htm (EX-10.4) — 127KB
• ea020216001ex10-5_montana.htm (EX-10.5) — 116KB
• ea020216001ex14-1_montana.htm (EX-14.1) — 25KB
• ea020216001ex16-1_montana.htm (EX-16.1) — 2KB
• ea020216001ex21-1_montana.htm (EX-21.1) — 2KB
• ea020216001ex99-1_montana.htm (EX-99.1) — 198KB
• ea020216001ex99-2_montana.htm (EX-99.2) — 177KB
• ea020216001ex99-3_montana.htm (EX-99.3) — 86KB
• 0001213900-24-024441.txt ( ) — 1941KB
• airj-20240314.xsd (EX-101.SCH) — 4KB
• airj-20240314_def.xml (EX-101.DEF) — 26KB
• airj-20240314_lab.xml (EX-101.LAB) — 36KB
• airj-20240314_pre.xml (EX-101.PRE) — 25KB
• ea0202160-8k_montana_htm.xml (XML) — 6KB

01 of this Report discusses the

Item 2.01 of this Report discusses the consummation of the Business Combination and the entry into agreements relating thereto and is incorporated herein by reference. Unless the context otherwise requires, "we," "us," "our," "Montana" and the "Company" refer to Montana Technologies Corporation, a Delaware corporation (f/k/a Power & Digital Infrastructure Acquisition II Corp.), and its consolidated subsidiaries following the Closing (as defined below), and references to "XPDB" refer to Power & Digital Infrastructure Acquisition II Corp., a Delaware corporation, prior to the Closing. All references herein to the "Board" refer to the board of directors of the Company. Terms used in this Current Report on Form 8-K (this "Report") but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section titled " Basis of Presentation and Glossary " beginning on page iii thereof, or the Registration Statement (as defined below) in the section titled " Basis of Presentation and Glossary " beginning on page iii thereof, and such definitions are incorporated herein by reference.

01. Entry into a Material

Item 1.01. Entry into a Material Definitive Agreement. Amended and Restated Registration Rights Agreement On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, XPDI Sponsor II LLC, a Delaware limited liability company (the "Sponsor"), and certain other holders of Montana capital stock entered into an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement"). The material terms of the Registration Rights Agreement are described in the section of the Proxy Statement beginning on page 187 titled " The Merger Agreement—Other Agreements—Registration Rights Agreement ." Such description is qualified in its entirety by the full text of the Registration Rights Agreement, which is included as Exhibit 10.1 to this Report and is incorporated herein by reference. 1 Lock-Up Agreements On March 14, 2024, in connection with the consummation of the Business Combination and as contemplated by the Merger Agreement, Montana, the Sponsor and certain other holders of Montana capital stock entered into lock-up agreements (the "Lock-Up Agreements"). The material terms of the Lock-Up Agreements are described in the section of the Proxy Statement beginning on page 188 titled " The Merger Agreement—Other Agreements—Lock-Up Agreements ." Such description is qualified in its entirety by the full text of the Lock-Up Agreements, the form of which is included as Exhibit 10.2 to this Report and is incorporated herein by reference. Following the execution of the Lock-Up Agreements, a total of approximately 32,382,023 shares of the issued and outstanding Company's Class A common stock, par value $0.0001 per share ("Class A common stock"), were subject to the restrictions of the Lock-Up Agreements as of the Closing.

01 Completion of Acquisition

Item 2.01 Completion of Acquisition or Disposition of Assets. As described above, on March 8, 2024, XPDB held the Special Meeting, at which the XPDB stockholders considered and adopted, among other matters, a proposal to approve the Merger Agreement and the Business Combination. On March 14, 2024, the parties consummated the Business Combination. In connection with the Special Meeting, XPDB's public stockholders elected to redeem 10,381,983 shares of Class A common stock for cash at a redemption price of approximately $10.85 per share, for an aggregate redemption amount of $112,697,085.95 (the "Business Combination Redemption"). As a result of the Business Combination, and after giving effect to the conversion of all outstanding Legacy Montana preferred units into Legacy Montana class B common units, which had occurred prior to the effective time of the Merger, (i) each issued and outstanding Legacy Montana class B common unit and Legacy Montana class C common unit converted into the right to receive approximately 23.8 shares of newly issued shares of Class A common stock of the Company, (ii) each issued and outstanding Legacy Montana class A common unit converted into the right to receive approximately 23.8 shares of newly issued shares of Class B common stock, par value $0.0001 per share, of the Company ("Class B common stock" and, together with Class A common stock, "Company Common Stock") and (iii) each option to purchase Legacy Montana common units (each, a "Legacy Montana option") converted into the right to receive an option to purchase Class A common stock (a "Company Option") having substantially similar terms to the corresponding Legacy Montana option, including with respect to vesting and termination-related provisions, except that such Company Option represented the right to receive a number of shares of Class A common stock equal to the number of Legacy Montana common units subject to the corresponding Legacy Montana option immediately prior to th

01(f) of Form 8-K provides that

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), as XPDB was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires. Cautionary Note Regarding Forward-Looking This Report includes statements that express Montana's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are

forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate,"

forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Business Combination and the benefits of the Business Combination, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Montana operates. Such forward-looking statements are based on information available as of the date of this Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. As a result of a number of known and unknown risks and uncertainties, the actual results or performance of Montana may be materially different from those expressed or implied by these forward-looking statements. The following important factors, in addition to those discussed under the heading "Risk Factors" in the Proxy Statement/Prospectus, could affect the future results of the Compa ny and cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements: the failure to obtain financing to support the future working capital needs of Montana; the ability to maintain the listing of Montana's securities on the Nasdaq following the Business Combination; privacy and data protection laws, privacy or data breaches, or the loss of data; the enforceability of Montana's intellectual property, including its patents, an

Business

Business Montana's business is described in the Registration Statement in the section titled " Information About Montana " beginning on page 128, which is incorporated herein by reference.

Risk Factors

Risk Factors The risks associated with Montana's business are described in the Registration Statement in the section titled " Risk Factors " beginning on page 21 and are incorporated herein by reference. A summary of the risks associated with Montana's business is also included on pages 10-11 of the Registration Statement in the section titled " Summary Risk Factors " and is incorporated herein by reference. Financial Information The audited financial statements of Legacy Montana as of and for the years ended December 31, 2023 and 2022 are set forth in Exhibit 99.1 hereto and are incorporated herein by reference. The unaudited pro forma condensed combined financial information of XPDB and Legacy Montana as of and for the year ended December 31, 2023 is set forth in Exhibit 99.2 hereto and is incorporated herein by reference. Management's Discussion and Analysis of Financial Condition and Results of Operations Montana's Management's Discussion and Analysis of Financial Condition and Results of Operations for the years ended December 31, 2023 and 2022 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference.

Quantitative and Qualitative Disclosures

Quantitative and Qualitative Disclosures about Market Risk Reference is made to the disclosure contained in Exhibit 99.3 hereto, which is incorporated herein by reference. 4

Properties

Properties Montana's material facilities are described in the Registration Statement in the section titled " Information About Montana—Facilities " on page 108 and is incorporated herein by reference.

Security Ownership of Certain

Security Ownership of Certain Beneficial Owners and Management The following table sets forth the beneficial each person who is known to be the beneficial owner of more than 5% of shares of the Company's common stock; each of Montana's current named executive officers and directors; and all current executive officers and directors of Montana as a group. Beneficial ownership is calculated based on 53,823,412 shares of Company Common Stock issued and outstanding as of the Closing, consisting of 49,063,770 shares of Class A common stock and 4,759,642 shares of Class B common stock, determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, Montana believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them. Name and Address of Beneficial Owner (1) Number of Shares % of 5% Holders XPDI Sponsor II LLC (2) 17,952,969 6 % James Pallotta 3,507,095 6.5 % Directors and Named Executive Officers Matthew Jore (3) 7,691,296 14.3 % Jeff Gutke (4) 380,772 * Max Baucus (5) 118,992 * Paul Dabbar 30,000 * Patrick C. Eilers (2)(6) 21,933,279 33.8 % Stuart D. Porter (7) 19,049,892 35.4 % Dr. Marwa Zaatari — — Ajay Agrawal — — All directors and executive officers as a group (8 individuals) 49,204,231 75.8 % * Less than 1%. (1) Unless otherwise noted, the business address of each of the following entities or individuals is 34361 Innovation Drive, Ronan, Montana 59864. (2) Includes (i) 6,827,969 shares of Class A common stock and (ii) warrants to purcha

Executive Compensation

Executive Compensation The executive compensation of Montana's executive officers is described in the Registration Statement in the section titled " Executive and Director Compensation " beginning on page 155 and that information is incorporated herein by reference. Certain Relationships and Related Transactions Certain relationships and related party transactions of Montana are described in the Registration Statement in the section titled " Certain Relationships and Related Party Transactions " beginning on page 211 and are incorporated herein by reference. 6 Director Independence Information regarding director independence is described in the Registration Statement in the section titled " Management of the Post-Combination Company Following the Business Combination—Director Independence " beginning on page 152 and is incorporated herein by reference.

Legal Proceedings

Legal Proceedings Reference is made to the disclosure regarding legal proceedings in the section of the Registration Statement titled " Information about Montana—Legal Proceedings " beginning on page 140, which is incorporated herein by reference. Market Price of and Dividends on the Registrant's Common Equity and Related Stockholder Matters Shares of the Company's common stock and warrants commenced trading on the Nasdaq under the symbols "AIRJ" and "AIRJW," respectively, on March 15, 2024, in lieu of XPDB common stock, warrants and units of XPDB. It is the present intention of the Board to retain all earnings, if any, for use in Montana's business operations and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon Montana's revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends is within the discretion of the Board. Further, the ability of Montana to declare dividends may be limited by the terms of financing or other agreements, and other agreements entered into by it or its subsidiaries from time to time. Information regarding XPDB common stock, warrants and units and related stockholder matters are described in the Proxy Statement in the section titled " Market Prices and Dividend Information " on page 17 and such information is incorporated herein by reference. Recent Sales of Unregistered Securities Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by Montana of certain unregistered securities in connection with the Business Combination, which is incorporated herein by reference. Information regarding Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), and its use by former shell companies is set forth in the Registration Statement in the section titled "Securities Act Restrictions on R

02. Unregistered Sales of

Item 3.02. Unregistered Sales of Equity Securities. In connection with the Closing, on March 14, 2024, the Company consummated the Subscription, pursuant to which the Company issued and sold to

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