Montana Technologies Corp. Files S-1/A Amendment

TL;DR

Montana Tech S-1/A filed - looks like they're still prepping for a public offering.

AI Summary

Montana Technologies Corp. filed an S-1/A amendment on June 5, 2024, for its registration statement (No. 333-278633). The company, formerly known as Power & Digital Infrastructure Acquisition II Corp. until April 6, 2021, is incorporated in Delaware and headquartered in Ronan, Montana. This filing relates to the registration of securities under the Securities Act of 1933.

Why It Matters

This S-1/A filing indicates Montana Technologies Corp. is moving forward with its public offering process, which could lead to increased liquidity and capital for the company.

Risk Assessment

Risk Level: medium — S-1/A filings are part of the IPO or secondary offering process, which inherently carries risks related to market reception and execution.

Key Numbers

• 333-278633 — Registration Number (Identifies the specific SEC registration for this filing.)

Key Players & Entities

• Montana Technologies Corp. (company) — Registrant
• Power & Digital Infrastructure Acquisition II Corp. (company) — Former company name
• 333-278633 (registration_number) — SEC Registration Number
• June 5, 2024 (date) — Filing date
• Chad MacDonald (person) — Chief Legal Officer

FAQ

Key Financial Figures

• $0.0001 — 000 shares of our Class A common stock, $0.0001 par value per share ("Class A Common St
• $1.00 — ed in a private placement at a price of $1.00 per Private Placement Warrant in connec
• $10.00 — ginally issued in the IPO at a price of $10.00 per unit, with each unit consisting of
• $11.50 — e of Class A Common Stock at a price of $11.50 per share. This prospectus also relate
• $8.50 — ption Agreements at an assumed value of $8.50 per share by certain of the Selling Sec
• $0.004 — were originally acquired at a price of $0.004 per share in connection with the initia
• $293.3 million — us. We will receive up to approximately $293.3 million from the exercise of the Warrants, assu
• $13.39 — price for our Class A Common Stock was $13.39. If the price of our Class A Common Sto
• $13.386 — ay experience potential profit of up to $13.386 per Founder Share (or approximately $91
• $91.4 million — 386 per Founder Share (or approximately $91.4 million in the aggregate based on the Sponsor's
• $1.2 million — p to $13.39 per share (or approximately $1.2 million in the aggregate based on the Former In
• $3.6 million — to $13.386 per share (or approximately $3.6 million in the aggregate based on the Anchor In
• $4.89 — ay experience potential profit of up to $4.89 per share (or approximately $28.4 milli
• $28.4 million — up to $4.89 per share (or approximately $28.4 million in the aggregate based on the Investors
• $2.9 million — up to $4.89 per share (or approximately $2.9 million in the aggregate based on the PIPE Inve

Filing Documents

• ea0203306-02.htm (S-1/A) — 7380KB
• ea020330602ex10-14_montana.htm (EX-10.14) — 530KB
• ea020330602ex10-15_montana.htm (EX-10.15) — 143KB
• ea020330602ex10-16_montana.htm (EX-10.16) — 304KB
• ea020330602ex23-1_montana.htm (EX-23.1) — 2KB
• ea020330602ex23-2_montana.htm (EX-23.2) — 2KB
• ex10-14_001.jpg (GRAPHIC) — 29KB
• ex10-14_002.jpg (GRAPHIC) — 14KB
• ex10-14_003.jpg (GRAPHIC) — 20KB
• timage_001.jpg (GRAPHIC) — 404KB
• timage_002.jpg (GRAPHIC) — 722KB
• timage_003.jpg (GRAPHIC) — 769KB
• timage_004.jpg (GRAPHIC) — 418KB
• timage_005.jpg (GRAPHIC) — 510KB
• 0001213900-24-050138.txt ( ) — 26645KB
• airj-20240331.xsd (EX-101.SCH) — 104KB
• airj-20240331_cal.xml (EX-101.CAL) — 53KB
• airj-20240331_def.xml (EX-101.DEF) — 518KB
• airj-20240331_lab.xml (EX-101.LAB) — 794KB
• airj-20240331_pre.xml (EX-101.PRE) — 518KB
• ea0203306-02_htm.xml (XML) — 2473KB

USE OF PROCEEDS

USE OF PROCEEDS 30 DETERMINATION OF OFFERING PRICE 31 DIVIDEND POLICY 32 MARKET INFORMATION 33 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 34

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 46

BUSINESS

BUSINESS 61 MANAGEMENT 74 EXECUTIVE AND DIRECTOR COMPENSATION 80 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 83 PRINCIPAL STOCKHOLDERS 85 SELLING SECURITYHOLDERS 87

DESCRIPTION OF SECURITIES OF MONTANA

DESCRIPTION OF SECURITIES OF MONTANA 91 PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) 100 LEGAL MATTERS 103 EXPERTS 103 WHERE YOU CAN FIND MORE INFORMATION 103 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the "SEC") using a "shelf" registration process. By using a shelf registration statement, the Selling Securityholders may sell up to (i) up to 54,872,735 shares of Class A Common Stock, which consists of (a) up to 25,047,737 shares of Class A Common Stock issued to Legacy Montana unitholders in connection with the Business Combination (as defined below) at an assumed value of $10.00 per share by certain of the Selling Securityholders named in this prospectus, (b) up to 5,807,647 shares of Class A Common Stock issued to the Investors in connection with the Business Combination (as defined below) upon the conversion of Montana Class B common units purchased pursuant to the Subscription Agreements at an assumed value of $8.50 per share by certain of the Selling Securityholders named in this prospectus, (c) up to 356,974 shares of Class A Common Stock issuable upon the exercise of Company Options issued to Legacy Montana option holders in connection with the Business Combination at an assumed value of $10.00 per share by certain of the Selling Securityholders named in this prospectus, (d) up to 4,759,642 shares of Class A Common Stock issuable upon the conversion of 4,759,642 shares of Class B Common Stock issued in connection with the Business Combination at an assumed value of $10.00 per share by certain of the Selling Securityholders named in this prospectus, (e) up to 6,827,969 shares of Class A Common Stock issued to the Sponsor upon the conversion of 6,827,969 Founder Shares in connection with the consummation of the Business Combination, which Founder Shares were originally acquired at a price of

View Full Filing

View this S-1/A filing on SEC EDGAR