Montana Technologies Corp. Files S-1/A Amendment

TL;DR

Montana Tech filed S-1/A, moving public offering forward. Formerly Power & Digital Infrastructure Acquisition II Corp.

AI Summary

Montana Technologies Corp. filed an S-1/A amendment on June 27, 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 new investment opportunities and increased liquidity for its shares.

Risk Assessment

Risk Level: medium — As an S-1/A filing, it pertains to a company in the process of going public or making a significant offering, which inherently carries higher risks than established public companies.

Key Numbers

• 333-278633 — SEC Registration Number (Identifies the specific registration statement being amended.)
• 20240627 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• Montana Technologies Corp. (company) — Registrant
• Power & Digital Infrastructure Acquisition II Corp. (company) — Former company name
• June 27, 2024 (date) — Filing date
• 333-278633 (registration_number) — SEC Registration Number
• Chad MacDonald (person) — Chief Legal Officer

FAQ

Key Financial Figures

• $0.0001 — 612 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
• $247.9 million — us. We will receive up to approximately $247.9 million from the exercise of the Warrants, assu
• $11.60 — price for our Class A Common Stock was $11.60. If the price of our Class A Common Sto
• $11.596 — ay experience potential profit of up to $11.596 per Founder Share (or approximately $79
• $79.2 million — 596 per Founder Share (or approximately $79.2 million in the aggregate based on the Sponsor's
• $1.0 million — p to $11.60 per share (or approximately $1.0 million in the aggregate based on the Former In
• $3.1 million — to $11.596 per share (or approximately $3.1 million in the aggregate based on the Anchor In
• $3.10 — ay experience potential profit of up to $3.10 per share (or approximately $18.0 milli
• $18.0 million — up to $3.10 per share (or approximately $18.0 million in the aggregate based on the Investors
• $1.8 million — up to $3.10 per share (or approximately $1.8 million in the aggregate based on the Pre -Clos

Filing Documents

• ea0203306-04.htm (S-1/A) — 7628KB
• ea020330604ex5-1_montana.htm (EX-5.1) — 16KB
• ea020330604ex23-1_montana.htm (EX-23.1) — 2KB
• ea020330604ex23-2_montana.htm (EX-23.2) — 2KB
• ea020330604ex-fee_montana.htm (EX-FILING FEES) — 35KB
• 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
• ex5-1_001.jpg (GRAPHIC) — 5KB
• ex5-1_001a.jpg (GRAPHIC) — 4KB
• ex5-1_002.jpg (GRAPHIC) — 8KB
• ex23-2_001.jpg (GRAPHIC) — 23KB
• 0001213900-24-056752.txt ( ) — 25668KB
• 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
• ea0203306-04_htm.xml (XML) — 2430KB

USE OF PROCEEDS

USE OF PROCEEDS 31 DETERMINATION OF OFFERING PRICE 32 DIVIDEND POLICY 33 MARKET INFORMATION 34 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 35

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47

BUSINESS

BUSINESS 62 MANAGEMENT 75 EXECUTIVE AND DIRECTOR COMPENSATION 81 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 84 PRINCIPAL STOCKHOLDERS 86 SELLING SECURITYHOLDERS 88

DESCRIPTION OF SECURITIES OF MONTANA

DESCRIPTION OF SECURITIES OF MONTANA 93 PLAN OF DISTRIBUTION (CONFLICT OF INTEREST) 102 LEGAL MATTERS 105 EXPERTS 105 WHERE YOU CAN FIND MORE INFORMATION 105 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 56,111,235 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