Montana Technologies Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

Montana Tech signed a big deal, sold some stock, and shuffled execs/directors. Watch this space.

AI Summary

Montana Technologies Corporation announced on June 5, 2024, that it entered into a material definitive agreement. The company also disclosed unregistered sales of equity securities and changes in its board of directors and officer appointments. Additionally, the filing includes information regarding Regulation FD disclosures and financial statements.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing details material agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• Montana Technologies Corporation (company) — Filer of the 8-K report
• June 5, 2024 (date) — Earliest event reported in the filing

FAQ

Key Financial Figures

• $0.0001 — tered Class A Common Stock, par value $0.0001 per share AIRJ Nasdaq Capital Marke
• $12 m — gregate purchase price of approximately $12 million, on the terms and subject to the

Filing Documents

• ea0207647-8k_montana.htm (8-K) — 51KB
• ea020764701ex10-1_montana.htm (EX-10.1) — 118KB
• ea020764701ex99-1_montana.htm (EX-99.1) — 8KB
• 0001213900-24-051800.txt ( ) — 426KB
• airj-20240605.xsd (EX-101.SCH) — 4KB
• airj-20240605_def.xml (EX-101.DEF) — 26KB
• airj-20240605_lab.xml (EX-101.LAB) — 36KB
• airj-20240605_pre.xml (EX-101.PRE) — 25KB
• ea0207647-8k_montana_htm.xml (XML) — 6KB

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 5, 2024 Montana Technologies Corporation (Exact name of registrant as specified in its charter) Delaware 001-41151 86-2962208 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 34361 Innovation Drive Ronan , Montana 59864 (Address of principal executive offices) (Zip Code) (800) 942-3083 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.0001 per share AIRJ Nasdaq Capital Market Warrants to purchase Class A common stock AIRJW Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement. On June 5, 2024, Montana Technologies Corporation, a Delaware corporation (the " Company " or " Montana Technologies "), entered into subscription agreements (the " Subscription Agreements ") with certain investors (the " PIPE Investors "), pursuant to which, among other things, the PIPE Investors have agreed to subscribe for and purchase from Montana, and Montana has agreed to issue and sell to the PIPE Investors, an aggregate of approximately 1.2 million newly issued shares of Montana's Class A common stock, par value $0.0001 (" Class A Common Stock ") for an aggregate purchase price of approximately $12 million, on the terms and subject to the conditions set forth therein (the "PIPE Offering "). The Subscription Agreements contain customary conditions to closing. The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the copy of the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 3.02 Unregistered Sales of Equity Securities. The Class A Common Stock to be issued and sold to the PIPE Investors pursuant to the Subscription Agreements will not be registered under the Securities Act of 1933, as amended (the " Securities Act "), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. The disclosure set forth above in relation to the Subscription Agreements in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On June 6, 2024, the Compensation Committee of the Board of Directors (the " Board ") of the Company adopted the Montana Technologies Corporation Executive Severance Plan (the " Executive Severance Plan "). The Executive Severance Plan provides certain severance payments and benefits to employees with a title of Vice President or higher who are selected by the Compensation Committee of the Board to participate in the Executive Severance Plan in the event of a Qualifying Termination (as defined below) of employment with the Company. The material terms and conditions of the Executive Severance Plan as they relate to Matthew Jore (Chief Executive Officer of the Company) and Jeff Gutke (Chief Administrative Officer of the Company), each of whom is a named executive officer (each, an " Executive "), are described below. Under the Executive Severance Plan, in the event of an Executive's termination of employment by the Company without "cause" or by the executive for "good reason" (each as define

View Full Filing

View this 8-K filing on SEC EDGAR